Form 8-K/A 02-21-06
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
______________
 
FORM 8-K/A
(Amendment No. 1)
______________
 
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   February 14, 2006
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NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
______________
 

Delaware
1-12534
72-1133047
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
  
Identification No.)


363 N. Sam Houston Parkway E., Suite 2020
Houston, Texas 77060
(Address of principal executive offices)


Registrant’s telephone number, including area code: (281) 847-6000


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




This report amends and restates in its entirety the current report on Form 8-K dated February 17, 2006 that was filed with the Securities and Exchange Commission on February 21, 2006.

Item 1.01 Entry into a Material Definitive Agreement

On February 14, 2006, each of the executive officers of Newfield Exploration Company (“Newfield”) was granted a restricted award (collectively, the “Awards”) pursuant to the Newfield Exploration Company 2004 Omnibus Stock Plan (the “Plan”). Each award consisted of an equal number of “Base Restricted Shares” and “Bonus Restricted Shares.” The number of restricted shares granted to each of the executive officers is set forth opposite his or her name in the table below. Each of the Awards is governed by a restricted stock agreement, the form of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Upon a Change of Control (as defined in the Plan), (a) all of the Base Restricted Shares vest and (b) the Bonus Restricted Shares vest only (i) if such Change of Control occurs on or after March 1, 2008 and (ii) to the extent that the performance criteria set forth in the restricted stock agreement is met as of the date of such Change of Control. Any Bonus Restricted Shares that do not vest upon a Change of Control will be forfeited by the executive officer. Each of (a) the Change of Control Severance Agreement between Newfield and certain of the executive officers, (b) the Newfield Exploration Company Change of Control Severance Plan and (c) the Newfield Exploration Company 2004 Omnibus Stock Plan provided that, regardless of the provisions of any restricted stock agreement to the contrary, all restricted shares vest upon a Change of Control. In connection with the Awards, each of the Change of Control Severance Agreements and both of the plans were amended to permit the forfeiture of a portion of the Awards upon a Change of Control, as described above. Each of such amendments is attached to this report as an exhibit and is incorporated herein by reference.

 
 
Executive Officer
  
 
 
Title
  
Base
Restricted
Shares
  
Bonus
Restricted
Shares
  
Total
Restricted
Shares
                 
David A. Trice
  
Chairman, President and Chief
Executive Officer
  
 
30,000
  
 
30,000
  
 
60,000
David F. Schaible
  
Executive Vice President - Operations
and Acquisitions
  
 
17,000
  
 
17,000
  
 
34,000
Elliott Pew
  
Executive Vice President - Exploration
  
17,000
  
17,000
  
34,000
Terry W. Rathert
  
Senior Vice President, Chief Financial
Officer and Secretary
  
 
17,000
  
 
17,000
  
 
34,000
William D. Schneider
  
Vice President - International
  
12,000
  
12,000
  
24,000
Lee K. Boothby
  
Vice President - Mid-Continent
  
10,000
  
10,000
  
20,000
George T. Dunn
  
Vice President - Gulf Coast
  
10,000
  
10,000
  
20,000
Gary D. Packer
  
Vice President - Rocky Mountains
  
10,000
  
10,000
  
20,000
James T. Zernell
  
Vice President - Production
  
8,000
  
8,000
  
16,000
Mona Leigh Bernhardt
  
Vice President - Human Resources
  
5,000
  
5,000
  
10,000
William Mark Blumenshine
  
Vice President - Land
  
5,000
  
5,000
  
10,000
Stephen C. Campbell
  
Vice President - Investor Relations
  
5,000
  
5,000
  
10,000
James J. Metcalf
  
Vice President - Drilling
  
5,000
  
5,000
  
10,000
Mark J. Spicer
  
Vice President - Information Technology
  
5,000
  
5,000
  
10,000
Brian L. Rickmers
  
Controller and Assistant Secretary
  
5,000
  
5,000
  
10,000
Susan G. Riggs
  
Treasurer
  
3,000
  
3,000
  
6,000


Item 9.01  Financial Statements and Exhibits

(c)
Exhibits
  
     
 
10.1
Form of 2006 TSR Restricted Stock Agreement
 
10.2
First Amendment to Change of Control Severance Agreement
 
10.3
First Amendment to Newfield Exploration Company Change of Control Severance Plan
 
10.4
Second Amendment to Newfield Exploration Company 2004 Omnibus Stock Plan
 
 
 
2

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 
NEWFIELD EXPLORATION COMPANY
     
     
     
Date:  February 21, 2006
By:
/s/ BRIAN L. RICKMERS
   
Brian L. Rickmers
   
Controller

 
 
3

Exhibit Index


Exhibit No.
  
Description
     
10.1
  
10.2
  
10.3
  
10.4