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NEWFIELD EXPLORATION CO /DE/ FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
[August 29, 2014]

NEWFIELD EXPLORATION CO /DE/ FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) On August 15, 2014, Terry W. Rathert, a founder and former Chief Financial Officer of Newfield Exploration Company (the "Company"), retired as Executive Vice President and Senior Advisor. In recognition of Mr. Rathert's founding of the Company and over 26 years of dedication and service to the Company, the Compensation & Management Development Committee of the Company's Board of Directors approved a Retirement Agreement (the "Retirement Agreement") with Mr.



Rathert. The Retirement Agreement (i) became effective August 29, 2014; (ii) includes a release of claims; (iii) attaches a two-year Non-Compete Agreement; (iv) describes the standard separation benefits to which Mr. Rathert was already entitled to as a result of his employment with the Company; and (v) sets forth the additional separation payments to which Mr. Rathert is entitled as a result entering into the Retirement Agreement and executing the corresponding Non-Compete Agreement. In consideration for executing the Retirement Agreement and the Non-Compete Agreement, Mr. Rathert is entitled to a total cash payment equal to $2,508,615, payable in accordance with the Retirement Agreement. The foregoing cash payment includes consideration for Mr. Rathert's forfeiture of certain restricted stock units in connection with his retirement and his performance during 2014. The material terms of the Retirement Agreement, including the release of claims, the Non-Compete Agreement and the additional separation benefits are all described in the Retirement Agreement, which is filed herewith as Exhibit 10.1, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Retirement Agreement (the form of Non-Compete Agreement is attached thereto) 2--------------------------------------------------------------------------------

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