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4-Traders Homepage  >  Equities  >  Nyse  >  Newfield Exploration Co.    NFX

Delayed Quote. Delayed  - 02/12 04:03:47 pm
24.17 USD   +2.16%
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NEWFIELD EXPLORATION : DE/ : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

02/12/2016 | 04:43pm US/Eastern

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2016, upon approval of the Compensation & Management Development Committee of the Board of Directors of Newfield Exploration Company ("Newfield"), Newfield entered into an Amended and Restated Change of Control Severance Agreement (the "Amended and Restated Agreement") with its Executive Vice President and Chief Financial Officer, Lawrence S. Massaro. The Amended and Restated Agreement amends and restates the Change of Control Severance Agreement (the "Severance Agreement") previously entered into between the Company and Mr. Massaro on December 19, 2014, and is effective February 10, 2016, with a three year term commencing on the effective date of the Amended and Restated Agreement and automatic daily extensions unless Newfield's Board of Directors (the "Board") takes action to cease the automatic extensions, in which case Mr. Massaro's agreement will terminate on the third anniversary of date the Board gives notice of termination of his agreement. Mr. Massaro's Amended and Restated Agreement changes the multiple used to calculate cash amounts payable to him upon certain terminations of employment in connection with a change of control of Newfield from two and one-half (2.5) to three (3.0) times the sum of Mr. Massaro's base salary and cash bonus and changes the protected period under his agreement from 30 months to 36 months following a change of control, in each case, in order to align his severance benefits with those provided to other executive officers at Mr. Massaro's employment level. The material terms of the Severance Agreement were not otherwise amended. The Amended and Restated Agreement does not provide for an excise tax gross up in connection with a change of control.

The description of the Amended and Restated Agreement is qualified by reference to the copy of the Amended and Restated Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.


Item 9.01          Financial Statements and Exhibits



(d)  Exhibits



10.1             Amended and Restated Change of Control Severance Agreement, by

and between the Company and Lawrence S. Massaro, effective as of February 10, 2016




                                       2

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