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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of January 31, 2000 by and between Newfield Exploration Company, a
Delaware corporation (the "Company"), and Joe B. Foster of Houston, Texas
("Employee").
W I T N E S S E T H:
WHEREAS, Employee has been employed by the Company as its Chief Executive
Officer and Chairman of the Board;
WHEREAS, effective as of the date of this Agreement, Employee has tendered
his resignation as Chief Executive Officer of the Company;
WHEREAS, the Board of Directors of the Company amended the Company's
Restated Bylaws by unanimous written consent effective as of January 31, 2000
to provide that the position of Chairman of the Board of the Company is not an
officer of the Company and that such position shall have no powers and duties
in addition to those of a director of the Company other than to preside at all
meetings of the stockholders and of the Board of Directors of the Company;
WHEREAS, Employee will continue, subject to removal in accordance with the
Restated Bylaws of the Company, to serve as a director and as Chairman of the
Board of the Company; and
WHEREAS, the Company desires, on the terms and subject to the conditions
hereinafter set forth, to employ Employee beginning on the date hereof and for
the duration of the Employment Term (as defined in Section 3.1) in the
capacities described below, and Employee desires to continue his employment
with the Company for the duration of the Employment Term on such terms and
subject to such conditions;
NOW, THEREFORE, for and in consideration of the compensation to be paid to
Employee under this Agreement and the mutual promises, covenants and
undertakings contained in this Agreement, and intending to be legally bound,
the Company and Employee agree as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES
1.1 Employment. The Company agrees to employ Employee and Employee
agrees to be employed by the Company as a non-officer employee of the Company
in accordance with and subject to the terms and conditions of this Agreement.
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1.2 Duties and Services. Employee agrees to perform diligently and to
the best of his abilities such services as may from time to time be requested
by the Chief Executive Officer of the Company as well as such additional duties
and services as the parties hereto mutually may agree upon from time to time.
Employee's employment shall be subject to the policies maintained and
established by the Company, as the same may be amended from time to time.
1.3 Other Interests. Employee agrees, during the Employment Term, not
to engage, directly or indirectly, in any other business, investment or
activity that materially interferes with Employee's performance of his duties
hereunder or is contrary to the interests of the Company.
1.4 Duty of Loyalty. Employee acknowledges and agrees that during his
employment with the Company he owes a duty of loyalty, fidelity and allegiance
to act at all times in the best interests of the Company and to do no act that
would injure the business, interests or reputation of the Company. In keeping
with these duties, Employee shall make full disclosure to the Company of all
business opportunities pertaining to the business of the Company and its
affiliates and shall not appropriate for Employee's own benefit any such
opportunities.
ARTICLE 2: COMPENSATION; PERQUISITES
2.1 Base Salary. During the Employment Term, Employee shall receive an
annual base salary of $225,000, payable in accordance with the normal payroll
practices of the Company.
2.2 Perquisites. During the Employment Term, Employee shall be entitled
to participate in those perquisites that are extended to similarly situated
employees of the Company, including:
(a) Business Expenses. The Company shall reimburse Employee for,
or pay on behalf of Employee, reasonable and appropriate expenses,
pursuant to and in accordance with the Company's reimbursement policy,
incurred by Employee for business related purposes.
(b) Other Benefits. Employee and, to the extent applicable,
Employee's family, dependents and beneficiaries, shall be allowed to
participate in all benefit plans and programs, including improvements or
modifications of the same, that are now, or may hereafter be, available to
similarly situated employees of the Company. Neither the Company nor any
of its affiliates will, however, be obligated to institute or maintain, or
refrain from changing, amending or discontinuing, any such benefit plan or
program, so long as such changes are similarly applicable to other
similarly situated employees.
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ARTICLE 3: TERM AND TERMINATION OF EMPLOYMENT
3.1 Term. The employment relationship created herein is for the period
(including any extensions thereof, the "Employment Term") commencing on the
date hereof and initially terminating on February 15, 2002 (the "Initial
Termination Date"). Subject to the provisions of Section 3.2 and Section 3.3,
the Employment Term shall automatically be extended for one year on each of the
first, second and third anniversaries of the Initial Termination Date unless
either party gives written notice to the other party at least 30 days prior to
the expiration of the then applicable Employment Term of such party's election
not to so extend the Employment Term. Notwithstanding the foregoing, such
relationship may be terminated at any time by either the Company in accordance
with Section 3.2 or by Employee in accordance with Section 3.3 upon written
notice to the other party. A written notice by the Company or Employee given
to the other party pursuant to the immediately preceding sentence shall state
that it or he has elected to terminate Employee's employment hereunder and the
effective date and the reason for such termination.
3.2 Termination by the Company. The Company shall have the right to
terminate Employee's employment pursuant to this Agreement at any time for the
following reasons:
(a) upon Employee's death;
(b) upon Employee's becoming incapacitated by accident, sickness or
any other circumstance which renders him mentally or physically incapable
of performing the duties and services required of him hereunder for a
period of at least 90 consecutive days or for a period of 120 business
days during any 12-month period;
(c) for cause, which for purposes of this Agreement shall mean any
of the following: (i) Employee's gross negligence or willful misconduct
in the performance of the duties and services required of him pursuant to
this Agreement or with respect to the business and affairs of the Company,
(ii) Employee's failure or willful refusal without proper legal reason to
follow the lawful directions of his superiors or of the Company, (iii)
Employee's indictment for a felony or commission of an act of fraud with
respect to the Company or any of its affiliates or (iv) Employee's
commission of any crime that involves moral turpitude, fraud or financial
dishonesty;
(d) for Employee's material breach of any provision of this
Agreement which, if correctable, remains uncorrected for 30 days following
written notice to Employee by the Company of such breach; and
(e) for any reason other than as specified above.
3.3 Termination by Employee. Employee shall have the right to terminate
his employment pursuant to this Agreement at any time upon a material breach by
the Company of any provision of this Agreement which, if correctable, remains
uncorrected for 30 days following written notice of such breach by Employee to
the Company.
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ARTICLE 4: EFFECT OF TERMINATION
4.1 Cessation of Compensation and Benefits. Except as otherwise
provided in this Article 4, if Employee's employment is terminated for any
reason whatsoever all compensation, perquisites and benefits provided pursuant
to Article 2 shall terminate contemporaneously with the termination of
Employee's employment and no severance benefits shall be payable hereunder.
4.2 Compensation Through Termination. If Employee's employment is
terminated for any reason whatsoever, the Company shall pay to Employee (or,
in the case of Employee's death, to his estate or designated beneficiary),
within 10 days of the later of (a) the effective date of such termination or
(b) the date the Company has notice of such termination, Employee's regular
salary through the date of such termination and any unreimbursed amounts
pursuant to Section 2.2(a).
4.3 Severance Benefits for Involuntary Termination. If (a) Employee's
employment is terminated by the Company pursuant to Section 3.2(a), 3.2(b) or
3.2(e) or by Employee pursuant to Section 3.3 or (b) either party elects to not
extend the Employment Term pursuant to Section 3.1, Employee (or, in the case
of Employee's death, to his estate or designated beneficiary) shall be paid
severance of $200,000 per year (based on a fiscal year ending on January 31 of
the relevant year and pro rated for any partial year based on the number of
days from the date of termination or the expiration of the Employment Term, as
applicable, to the next anniversary of the date hereof) for the remainder of
the Severance Period, payable at such time and in the manner as base salary as
provided in Section 2.1. The "Severance Period" shall mean the period from and
including the day immediately following the date of termination of employment
or the expiration of the Employment Term, as applicable, to but excluding
January 31, 2005.
ARTICLE 5: MISCELLANEOUS
5.1 Notices. Any notices required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company, to: Newfield Exploration Company
363 N. Sam Houston Pkwy, Suite 2020
Houston, TX 77060
Attention: Chief Executive Officer
Phone: (281) 847-6000
Fax: (281) 405-4242
If to Employee, to: Joe B. Foster
325 Sugarberry Circle
Houston, TX 77024
Phone: (713) 789-3757
Fax: (713) 789-3061
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5.2 Applicable Law. This contract is entered into under, and shall be
governed for all purposes by, the laws of the State of Texas (excluding any
conflicts-of-law rule or principle of Texas law that might refer to the
governance, construction or interpretation of this Agreement to the laws of
another state).
5.3 No Waiver. No failure by either party hereto at any time to give
notice of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.
5.4 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provision, covenants and
restrictions of this Agreement shall continue in full force and effect and
shall in no way be affected, impaired or invalidated so long as the economic or
legal substance of the transactions, covenants, restrictions and other matters
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term, provision, covenant or
restriction is invalid, void or unenforceable, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions, covenants, restrictions and other matters contemplated
hereby are fulfilled to the extent possible.
5.5 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
5.6 Withholding of Taxes. The Company may withhold from any
compensation, perquisites or benefits payable under this Agreement all federal,
state, city or other taxes as may be required pursuant to any law or
governmental regulation or ruling.
5.7 Rules of Construction. Unless the context otherwise requires, as
used in this Agreement: (a) a term has the meaning ascribed to it; (b) "or" is
not exclusive; (c) "including" means "including, without limitation;" (d) words
in the singular include the plural; (e) words in the plural include the
singular; (f) the terms "hereof," "herein," "hereby," "hereto" and derivative
or similar words refer to this entire Agreement; (g) the terms "Article" or
"Section" shall refer to the specified Article or Section of this Agreement;
and (h) the headings in this Agreement are inserted for convenience and
identification only and are not intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provision hereof.
5.8 Assignment. This Agreement, and the rights and obligations of the
parties hereunder, are personal and neither this Agreement, nor any right,
benefit or obligation of either party hereto, shall be subject to voluntary or
involuntary assignment, alienation or transfer, whether by operation of law or
otherwise, without the prior written consent of the other party.
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5.9 Entire Agreement; Modification. This Agreement constitutes the
entire agreement of the parties with regard to the subject matter hereof, and
contains all the covenants, promises, representations, warranties and
agreements between the parties with respect to the employment of Employee by
the Company. Each party to this Agreement acknowledges that no representation,
inducement, promise or agreement, oral or written, has been made by either
party, or by anyone acting on behalf of either party, that is not embodied
herein and that no agreement, statement or promise relating to the employment
of Employee by the Company that is not contained in this Agreement shall be
valid or binding. Any modification of this Agreement will be effective only
if it is in writing and signed by the party to be charged.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed or have executed this Agreement as of the first date written above.
NEWFIELD EXPLORATION COMPANY
By: /s/ TERRY W. RATHERT
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Terry W. Rathert
Vice President
/s/ JOE B. FOSTER
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Joe B. Foster