UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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, 2007

NEWFIELD EXPLORATION COMPANY

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

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

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))

 

 

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

     On February 7, 2007, the Board of Directors of Newfield Exploration Company (“Newfield”) approved the Amended and Restated Newfield Exploration Company 2004 Omnibus Stock Plan (the “Plan”) to allow Newfield to grant restricted units to its employees. Each unit granted under the Plan will represent the right to receive in specified circumstances either one share of Newfield’s common stock or the cash value of one share of Newfield’s common stock. The Plan is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

     On February 14, 2007, each executive officer of Newfield listed in the table below was granted the restricted awards set forth opposite his or her name. These restricted awards were granted pursuant to the Plan and were in the form of performance-based restricted stock awards (collectively, the “Performance-Based Restricted Stock Awards”) and time vested restricted unit awards (collectively, the “Time Vested Restricted Unit Awards”). Each of the Performance-Based Restricted Stock Awards consisted of an equal number of “Base Restricted Shares” and “Bonus Restricted Shares.” Each of the Performance-Based Restricted Stock Awards is governed by a restricted stock agreement, the form of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference. Each of the Time Vested Restricted Unit Awards is governed by a restricted unit agreement, the form of which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.

     Upon a Change of Control (as defined in the Plan), (a) all of the Base Restricted Shares and time vested restricted units vest and (b) the Bonus Restricted Shares vest only (i) if such Change of Control occurs on or after March 1, 2009 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.

				Performance Based								Time
				Base				Bonus				Vested
				Restricted				Restricted				Restricted
Executive Officer		Title		Shares				Shares				Units				Total
David A. Trice		Chairman, President and Chief
		Executive Officer			33,334				33,334				16,666				83,334
David F. Schaible		Executive Vice President –
		Operations and Acquisitions			18,334				18,334				9,166				45,834
Michael D. Van Horn		Senior Vice President – Exploration			16,667				16,667				8,333				41,667
Lee K. Boothby		Vice President – Mid-Continent			16,667				16,667				8,333				41,667
Terry W. Rathert		Senior Vice President, Chief
		Financial Officer and Secretary			15,000				15,000				7,500				37,500
William D. Schneider		Vice President – International			10,000				10,000				5,000				25,000
George T. Dunn		Vice President – Gulf Coast			10,000				10,000				5,000				25,000
Gary D. Packer		Vice President – Rocky Mountains			10,000				10,000				5,000				25,000
John H. Jasek		Vice President – Gulf of Mexico			10,000				10,000				5,000				25,000
James T. Zernell		Vice President – Production			6,667				6,667				3,333				16,667
W. Mark Blumenshine		Vice President – Land			—				—				5,000				5,000
Mona Leigh Bernhardt		Vice President – Human Resources			—				—				5,000				5,000
Stephen C. Campbell		Vice President – Investor Relations			—				—				5,000				5,000
James J. Metcalf		Vice President – Drilling			—				—				5,000				5,000
Brian L. Rickmers		Controller and Assistant Secretary			—				—				5,000				5,000
Susan G. Riggs		Treasurer			—				—				2,500				2,500

Item 9.01 Financial Statements and Exhibits

(c)

Exhibits

10.1		Amended and Restated Newfield Exploration Company 2004 Omnibus Stock Plan
10.2		Form of 2007 TSR Restricted Stock Agreement
10.3		Form of 2007 Restricted Unit Agreement

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.

Exhibit Index

Exhibit No.		Description
10.1		Amended and Restated Newfield Exploration Company 2004 Omnibus Stock Plan
10.2		Form of 2007 TSR Restricted Stock Agreement
10.3		Form of 2007 Restricted Unit Agreement