As Filed with the Securities and Exchange Commission on August 28, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-1567067
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OKLAHOMA 73102-8260
(Address of principal executive offices)
2000 Restricted Stock Bonus Plan
(Full title of the plan)
J. LARRY NICHOLS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DEVON ENERGY CORPORATION
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OKLAHOMA 73102-8260
(405) 235-3611
(Name, address and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities to be maximum maximum registration
be registered registered offering aggregate fee(3)
(2) price per offering
share price
--------------------------------------------------------------------
Devon Common 200,000 $ 56.50 $ 11,300,000 $2,983.20
Stock (1) Shares
--------------------------------------------------------------------
(1) Includes the stock purchase rights associated with the Devon
Common Stock.
(2) There is also being registered hereby such additional number
of shares of Devon Common Stock as may be issued pursuant to the
anti-dilution provisions of the 2000 Restricted Stock Bonus Plan.
(3) Estimated pursuant to Rule 457(c) and (h) solely for the
purposes of computing the registration fee based upon the average
of the high and low prices of the Devon Common Stock, as reported
on the American Stock Exchange Composite Transactions on August
23, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information (1)
Item 2. Registrant Information and Employee Plan Annual
Information (1)
_____________
(1) Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with the Note to Part I of the Form
S-8 and has been or will be sent or given to participants in
the Plan as specified in Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant
with the Securities and Exchange Commission are incorporated
herein by reference:
1. Annual Report on Form 10-K for the year ended December 31,
1999, as filed on March 30, 2000.
2. Current Reports on Form 8-K dated January 27, 2000, May 26,
2000, June 5, 2000, June 21, 2000, June 22, 2000, July 12, 2000,
and July 27, 2000; Current Report on Form 8-K/A dated August 1,
2000; Quarterly Reports on Form 10-Q for the quarter ended March
31, 2000 as filed on May 11, 2000, and for the quarter ended June
30, 2000 as filed on August 11, 2000.
3. The description of the Registrant's Common Stock set forth
in Exhibit 4.9 to the Registrant's Form 8-K, dated August 18,
1999, including any amendment or report filed for purposes of
updating any such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
shares of common stock covered by this registration statement
have been sold or which deregisters all such shares remaining
unsold, shall be deemed to be incorporated by reference and to be
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement will be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference to this Registration Statement modifies or supersedes
such statement. Any such statement so modified or superseded
will not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Except to the extent indicated below, there is no charter
provision, by-law, contract, arrangement or statute under which
any director or officer of Registrant is insured or indemnified
in any manner against any liability which he or she may incur in
his or her capacity as such.
Article VIII of the Restated Certificate of Incorporation of
Registrant contains a provision, permitted by Section 102(b)(7)
of the Delaware General Corporation Law (the "DGCL"), limiting
the personal monetary liability of directors for breach of
fiduciary duty as a director. The DGCL and the Restated
Certificate of Incorporation of the Registrant provide that such
provision does not eliminate or limit liability,
(1) for any breach of the director's duty of loyalty to
Registrant or its stockholders,
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, as provided in Section 174 of the
DGCL, or
(4) for any transaction from which the director derived an
improper benefit.
Section 145 of the DGCL permits indemnification against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in
connection with actions, suits or proceedings in which a
director, officer, employee or agent is a party by reason of the
fact that he or she is or was such a director, officer, employee
or agent, if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. However, in connection with actions by
or in the right of the corporation, such indemnification is not
permitted if such person has been adjudged liable to the
corporation unless the court determines that, under all of the
circumstances, such person is nonetheless fairly and reasonably
entitled to indemnity for such expenses as the court deems
proper. Article X of the Registrant's Restated Certificate of
Incorporation provides for such indemnification.
Section 145 also permits a corporation to purchase and
maintain insurance on behalf of its directors and officers
against any liability which may be asserted against, or incurred
by, such persons in their capacities as directors or officers of
the corporation whether or not Registrant would have the power to
indemnify such persons against such liabilities under the
provisions of such sections. Registrant has purchased such
insurance.
Section 145 further provides that the statutory provision is
not exclusive of any other right to which those seeking
indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or independent
directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while
holding such office.
Article XIII of the by-laws of Registrant contains
provisions regarding indemnification which parallel those
described above.
The merger agreement dated May 19, 1999 between Registrant
and PennzEnergy Company, a Delaware corporation ("PennzEnergy")
(Commission File No. 1-05591), provides that for seven years
after the effective time of the merger, Registrant will indemnify
and hold harmless each person who was a director or officer of
Registrant or PennzEnergy prior to the effective time from their
acts or omissions in those capacities occurring prior to the
effective time to the fullest extent permitted by applicable law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Document
----------- --------
4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3 to
Registrant's Form 8-K, filed on August 18, 1999)
4.2 By-laws of the Registrant (incorporated by
reference to Exhibit 3.3 to Registrant's Registration
Statement on Form S-4, File No. 333-82903)
4.3 Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Registrant's Form 8-K,
filed on August 18, 1999)
4.4 Amendment to Rights Agreement dated as of May 25,
2000 between Registrant and Fleet National Bank (f/k/a
BankBoston, N.A.) (incorporated by reference to Exhibit
4.2 to Registrant's definitive proxy statement for a
special meeting of shareholders filed July 21, 2000)
4.5 Registration Rights Agreement dated as of June 22,
2000 by and among Registrant and Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc.
(incorporated by reference to Exhibit 4.1 of
Registrant's Form 8-K filed July 12, 2000)
4.6 Rights Agreement dated as of August 17, 1999
between Registrant and BankBoston, N.A. (incorporated
by reference to Exhibit 4.2 to Registrant's Form 8-K
filed on August 18, 1999)
4.7 Certificate of Designations of Series A Junior
Participating Preferred Stock of Registrant
(incorporated by reference to Exhibit 4.3 to
Registrant's Form 8-K filed on August 18, 1999)
4.8 Certificate of Designations of the 6.49%
Cumulative Preferred Stock, Series A of Registrant
(incorporated by reference to Exhibit 4.4 to
Registrant's Form 8-K filed on August 18, 1999)
4.9 Description of Capital Stock of Registrant
(incorporated by reference to Exhibit 4.9 to
Registrant's Form 8-K filed on August 18, 1999)
4.10 Amending Support Agreement, dated August 17, 1999,
between the Registrant and Northstar Energy Corporation
(incorporated by reference to Exhibit 4.5 to
Registrant's Form 8-K filed on August 18, 1999).
4.11 Support Agreement, dated December 10, 1998,
between the Registrant and Northstar Energy Corporation
(incorporated by reference to Exhibit 4.1 to Devon
Energy Corporation (Oklahoma)'s (predecessor to
Registrant) Form 8-K dated as of December 11, 1998)
4.12 Indenture dated as of June 27, 2000 between
Registrant and The Bank of New York, setting forth the
terms of the Zero Coupon Convertible Senior Debentures
due 2020 (incorporated by reference to Exhibit 4.2 to
Registrant's Form 8-K filed July 12, 2000)
4.13 Indenture dated as of December 15, 1992 between
Registrant (as successor by merger to PennzEnergy, as
successor by merger to Pennzoil Company) and Texas
Commerce Bank National Association, Trustee
(incorporated by reference to Exhibit 4(o) to Pennzoil
Company's Form 10-K filed March 10, 1993 (SEC File No.
1-5591))
4.14 Third Supplemental Indenture dated as of August 3,
1998 to Indenture dated as of December 15, 1992 among
Registrant (as successor by merger to PennzEnergy) and
Chase Bank of Texas, National Association, setting
forth the terms of the 4.90% Exchangeable Senior
Debentures due August 15, 2008 (incorporated by
reference to Exhibit 4(g) to PennzEnergy Company's 1998
Form 10-K filed March 23, 1999)
4.15 Fourth Supplemental Indenture dated as of August
3, 1998 to Indenture dated as of December 15, 1992
among Registrant (as successor by merger to
PennzEnergy) and Chase Bank of Texas, National
Association, setting forth the terms of the 4.95%
Exchangeable Senior Debentures due August 15, 2008
(incorporated by reference to Exhibit 4(h) to
PennzEnergy Company's 1998 Form 10-K filed March 23,
1999)
4.16 Fifth Supplemental Indenture dated as of August
17, 1999 to Indenture dated as of December 15, 1992
among Registrant (as successor by merger to
PennzEnergy) and Chase Bank of Texas, National
Association (incorporated by reference to Exhibit 4.7
to Registrant's Form 8-K filed August 18, 1999)
4.17 Indenture dated as of February 15, 1986 among
Registrant (as successor by merger to PennzEnergy) and
Chase Bank of Texas, National Association (incorporated
by reference to Exhibit 4(a) to Pennzoil Company's Form
10-Q filed July 31, 1986 (SEC File No. 1-5591)
4.18 First Supplemental Indenture dated as of August
17, 1999 to Indenture dated as of February 15, 1986
among Registrant (as successor by merger to
PennzEnergy) and Chase Bank of Texas, National
Association (incorporated by reference to Exhibit 4.8
to Registrant's Form 8-K filed August 18, 1999)
5.1 Opinion of McAfee & Taft A Professional
Corporation
23.1 Consent of KPMG LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of McAfee & Taft A Professional
Corporation (contained in its opinion in Exhibit 5.1)
23.4 Consent of LaRoche Petroleum Consultants, Ltd.
23.5 Consent of AMH Group, Ltd.
23.6 Consent of Paddock Lindstrom & Associates Ltd.
23.7 Consent of Ryder Scott Company, L.P.
24.1 Power of Attorney
99.1 Devon Energy Corporation 2000 Restricted Stock Bonus Plan
99.2 Award Agreement for Devon Energy Corporation 2000
Restricted Stock Bonus Plan
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Sections 13 or 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement;
(2) that, for the purposes of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by any such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Oklahoma City, State of Oklahoma, on the 28th day of
August, 2000.
DEVON ENERGY CORPORATION
By: J. LARRY NICHOLS
J. Larry Nichols,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on August 28, 2000.
Signature Title
JAMES L. PATE Chairman of the Board and
James L. Pate Director
J. LARRY NICHOLS President, Chief Executive
J. Larry Nichols Officer and Director
WILLIAM T. VAUGHN Senior Vice President - Finance
William T. Vaughn
DANNY J. HEATLY Vice President - Accounting
Danny J. Heatly
THOMAS F. FERGUSON Director
Thomas F. Ferguson
DAVID M. GAVRIN Director
David M. Gavrin
MICHAEL E. GELLERT Director
Michael E. Gellert
MOULTON GOODRUM, JR. Director
Moulton Goodrum, Jr.
JOHN A. HAGG Director
John A. Hagg
HENRY R. HAMMAN Director
Henry R. Hamman
WILLIAM J. JOHNSON Director
William J. Johnson
MICHAEL M. KANOVSKY Director
Michael M. Kanovsky
ROBERT MOSBACHER, JR. Director
Robert Mosbacher, Jr.
H.R. SANDERS, JR. Director
H.R. Sanders, Jr.
BRENT SCOWCROFT Director
Brent Scowcroft
ROBERT B. WEAVER Director
Robert B. Weaver
<PAGE>
Index to Exhibits
Exhibit
No. Document Method of Filing
------- -------- ----------------
4.1 Restated Certificate of Incorporation Incorporated herein by reference
of the Registrant
4.2 By-laws of the Registrant Incorporated herein by reference
4.3 Form of Common Stock Certificate Incorporated herein by reference
4.4 Amendment to Rights Agreement dated Incorporated herein by reference
as of May 25, 2000 between Registrant
and Fleet National Bank (f/k/a
BankBoston, N.A.)
4.5 Registration Rights Agreement dated Incorporated herein by reference
as of June 22, 2000 by and among
Registrant and Morgan Stanley & Co.
Incorporated and Salomon Smith Barney
Inc.
4.6 Rights Agreement dated as of August Incorporated herein by reference
17, 1999 between Registrant and
BankBoston, N.A.
4.7 Certificate of Designations of Incorporated herein by reference
Series A Junior Participating
Preferred Stock of Registrant
4.8 Certificate of Designations of the Incorporated herein by reference
6.49% Cumulative Preferred Stock,
Series A of Registrant
4.9 Description of Capital Stock of Incorporated herein by reference
Registrant
4.10 Amending Support Agreement, dated Incorporated herein by reference
August 17, 1999, between the
Registrant and Northstar Energy
Corporation
4.11 Support Agreement, dated December Incorporated herein by reference
10, 1998, between the Registrant
and Northstar Energy Corporation
4.12 Indenture dated as of June 27, 2000 Incorporated herein by reference
between Registrant and The Bank of
New York, setting forth the
terms of the Zero Coupon Convertible
Senior Debentures due 2020
4.13 Indenture dated as of December 15, Incorporated herein by reference
1992 between Registrant (as successor
by merger to PennzEnergy, as
successor by merger to Pennzoil
Company) and Texas Commerce Bank
National Association, Trustee
4.14 Third Supplemental Indenture dated as Incorporated herein by reference
of August 3, 1998 to Indenture dated
as of December 15, 1992 among
Registrant (as successor by merger
to PennzEnergy) and Chase Bank of
Texas, National Association, setting
forth the terms of the 4.90% Exchange-
able Senior Debentures due August
15, 2008
4.15 Fourth Supplemental Indenture dated Incorporated herein by reference
as of August 3, 1998 to Indenture
dated as of December 15, 1992
among Registrant (as successor by
merger to PennzEnergy) and Chase
Bank of Texas, National Association,
setting forth the terms of the 4.95%
Exchangeable Senior Debentures due
August 15, 2008
4.16 Fifth Supplemental Indenture dated as Incorporated herein by reference
of August 17, 1999 to Indenture dated
as of December 15, 1992 among
Registrant (as successor by merger to
PennzEnergy) and Chase Bank of Texas,
National Association
4.17 Indenture dated as of February 15, Incorporated herein by reference
1986 among Registrant (as successor
by merger to PennzEnergy) and
Chase Bank of Texas, National
Association
4.18 First Supplemental Indenture dated as Incorporated herein by reference
of August 17, 1999 to Indenture dated
as of February 15, 1986 among
Registrant (as successor by merger to
PennzEnergy) and Chase Bank of Texas,
National Association
4.19 Exchangeable Share Provisions Incorporated herein by reference
4.20 Amended Exchangeable Share Provisions Incorporated herein by reference
dated as of August 17, 1999
5.1 Opinion of McAfee & Taft A Filed herewith electronically
Professional Corporation
23.1 Consent of KPMG LLP Filed herewith electronically
23.2 Consent of Deloitte & Touche LLP Filed herewith electronically
23.3 Consent of McAfee & Taft A Filed herewith electronically
Professional Corporation (contained
in its opinion in Exhibit 5.1)
23.4 Consent of LaRoche Petroleum Filed herewith electronically
Consultants, Ltd.
23.5 Consent of AMH Group, Ltd. Filed herewith electronically
23.6 Consent of Paddock Lindstrom & Filed herewith electronically
Associates Ltd.
23.7 Consent of Ryder Scott Company, L.P. Filed herewith electronically
24.1 Power of Attorney Filed herewith electronically
99.1 Devon Energy Corporation 2000 Filed herewith electronically
Restricted Stock Bonus Plan
99.2 Award Agreement for Devon Energy Filed herewith electronically
Corporation 2000 Restricted Stock
Bonus Plan
<PAGE>
Exhibit 5.1
Law Offices
McAfee & Taft
A Professional Corporation
10th Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7103
(405) 235-9621
Fax (405) 235-0439
http://www.mcafeetaft.com
August 28, 2000
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102
Re: 2000 Restricted Stock Bonus
Plan
Ladies and Gentlemen:
Reference is made to your Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission today
with respect to 200,000 shares of common stock, $.10 par value
per share (the "Common Stock") to be issued pursuant to the Devon
Energy Corporation 2000 Restricted Stock Bonus Plan (the "Plan").
We have examined your corporate records and made such other
investigations as we deemed appropriate for the purpose of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. Devon Energy Corporation (the "Company") has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware.
2. The issuance of the Common Stock has been duly authorized by
appropriate corporate action on behalf of the Company.
3. When issued pursuant to the Plan, the Common Stock will be
validly issued, and will be fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the above mentioned Registration Statement.
Very Truly Yours,
MCAFEE & TAFT A PROFESSIONAL CORPORATION
McAfee & Taft A Professional Corporation
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Devon Energy Corporation
We consent to incorporation by reference herein of our report
dated February 9, 2000, relating to the consolidated balance
sheets of Devon Energy Corporation and subsidiaries as of
December 31, 1999, 1998 and 1997 and the related consolidated
statements of operations, stockholders' equity, and cash flows
for each of the years then ended, which report appears in the
December 31, 1999 annual report on Form 10-K of Devon Energy
Corporation.
KPMG LLP
Oklahoma City, Oklahoma
August 28, 2000
<PAGE>
Exhibit 23.2
[Deloitte & Touche LLP letterhead]
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation and our report
dated January 20, 1999 to the shareholders of Northstar Energy
Corporation, relating to the consolidated balance sheets of
Northstar Energy Corporation and subsidiaries as at December 31,
1998 and 1997 and the related consolidated statements of
operations and comprehensive income (loss), stockholders' equity,
and cash flows for each of the years then ended, which report
appears in the December 31, 1999 annual report on Form 10-K of
Devon Energy Corporation.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Chartered Accountants
Calgary, Albert, Canada
August 22, 2000
<PAGE>
Exhibit 23.4
PETROLEUM CONSULTANT'S CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation, the reference
to our appraisal report for Devon Energy Corporation as of
December 31, 1999, which appears in the December 31, 1999 annual
report on Form 10-K of Devon Energy Corporation.
LAROCHE PETROLEUM CONSULTANTS, LTD.
WILLIAM M. KAZMANN
William M. Kazmann, Partner
August 18, 2000
<PAGE>
Exhibit 23.5
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma
U.S.A. 73102-8260
Attention: Patricia M. Douglas
Re: Consent of Independent
Petroleum Consultants
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation, the reference
to our appraisal report for Devon Energy Corporation as of
December 31, 1998, which appears in the December 31, 1999 annual
report on Form 10-K of Devon Energy Corporation.
AMH GROUP LTD.
ROBIN C. MANN
Robin C. Mann, P. Geol.
Vice President
<PAGE>
Exhibit 23.6
[Paddock Lindstrom & Associates Ltd. Letterhead]
PETROLEUM CONSULTANT'S CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation, the reference
to our appraisal report for Devon Energy Corporation as of
December 31, 1999, which appears in the December 31, 1999 annual
report on Form 10-K of Devon Energy Corporation.
PADDOCK LINDSTROM & ASSOCIATES LTD.
D.L. PADDOCK
D.L. Paddock, P. Eng.
Vice President
<PAGE>
Exhibit 23.7
[Ryder Scott Company letterhead]
PETROLEUM CONSULTANT'S CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation, the reference
to our appraisal report for Devon Energy Corporation as of
December 31, 1999, which appears in the December 31, 1999 annual
report on Form 10-K of Devon Energy Corporation.
RYDER SCOTT COMPANY, L.P.
Ryder Scott Company, L.P.
Houston, Texas
August 15, 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Larry
Nichols, H. Allen Turner and Marian J. Moon, and each or any one
of them, his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any or all amendments (including post-
effective amendments) and supplements to a Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each
acting alone or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated this 28th day of August, 2000.
Signature Title
JAMES L. PATE Chairman of the Board and
James L. Pate Director
J. LARRY NICHOLS President, Chief Executive
J. Larry Nichols Officer and Director
WILLIAM T. VAUGHN Senior Vice President - Finance
William T. Vaughn
DANNY J. HEATLY Vice President - Accounting
Danny J. Heatly
THOMAS F. FERGUSON Director
Thomas F. Ferguson
DAVID M. GAVRIN Director
David M. Gavrin
MICHAEL E. GELLERT Director
Michael E. Gellert
MOULTON GOODRUM, JR. Director
Moulton Goodrum, Jr.
JOHN A. HAGG Director
John A. Hagg
HENRY R. HAMMAN Director
Henry R. Hamman
WILLIAM J. JOHNSON Director
William J. Johnson
MICHAEL M. KANOVSKY Director
Michael M. Kanovsky
ROBERT MOSBACHER, JR. Director
Robert Mosbacher, Jr.
H.R. SANDERS, JR. Director
H.R. Sanders, Jr.
BRENT SCOWCROFT Director
Brent Scowcroft
ROBERT B. WEAVER Director
Robert B. Weaver
<PAGE>
Exhibit 99.1
DEVON ENERGY CORPORATION
2000 RESTRICTED STOCK BONUS PLAN
DEVON ENERGY CORPORATION
2000 RESTRICTED STOCK BONUS PLAN
Table of Contents
Page
ARTICLE I PURPOSE 1
Section 1.1 Purpose 1
Section 1.2 Establishment 1
Section 1.3 Shares Subject to this Plan 1
ARTICLE II DEFINITIONS 1
Section 2.1 "Award" or "Restricted Stock Bonus 1
Section 2.2 "Award Agreement 1
Section 2.3 "Board 1
Section 2.4 "Code 1
Section 2.5 "Committee 1
Section 2.6 "Common Stock 2
Section 2.7 "Date of Grant 2
Section 2.8 "Eligible Employee(s) 2
Section 2.9 "Exchange Act 2
Section 2.10 "Fair Market Value 2
Section 2.11 "Participant 2
Section 2.12 "Plan 2
Section 2.13 "Subsidiary 2
ARTICLE III ADMINISTRATION 2
Section 3.1 Administration of this Plan; the Committee 2
Section 3.2 Committee to Make Rules and Interpret Plan 3
ARTICLE IV GRANT OF AWARDS 3
Section 4.1 Committee to Grant Awards 3
ARTICLE V ELIGIBILITY 4
ARTICLE VI RESTRICTED STOCK BONUS 4
Section 6.1 Grant of Restricted Stock Bonus 4
Section 6.2 Conditions of Restricted Stock Bonus 4
ARTICLE VII STOCK ADJUSTMENTS 5
ARTICLE VIII GENERAL 6
Section 8.1 Amendment or Termination of Plan 6
Section 8.2 Termination of Employment 6
Section 8.3 Withholding Taxes 6
Section 8.4 Dividends and Dividend Equivalents 6
Section 8.5 Amendments to Awards 6
Section 8.6 Regulatory Approval and Listings 7
Section 8.7 Right to Continued Employment 7
Section 8.8 Reliance on Reports 7
Section 8.9 Construction 7
Section 8.10 Governing Law 7
<PAGE>
ARTICLE I
PURPOSE
Section 1.1 Purpose. This Devon Energy Corporation 2000
Restricted Stock Bonus Plan (the "Plan") is established by Devon Energy
Corporation (the "Company") to create incentives which are designed to
motivate participants to put forth maximum effort toward the success and
growth of the Company and to enable the Company to attract and
retain experienced individuals who by their position, ability and
diligence are able to make important contributions to the
Company's success. Toward these objectives, this Plan provides
for the granting of a Restricted Stock Bonus to Participants on
the terms and conditions set forth in this Plan.
Section 1.2 Establishment. This Plan is effective as of April 1,
2000 (the "Effective Date") and for a period of 10 years after such date.
This Plan shall continue in effect until all matters relating to the
payment of Awards and administration of this Plan have been
settled.
Section 1.3 Shares Subject to this Plan. Subject to the limita-
tions set forth in this Plan, Awards may be made under this Plan for a total
of Two Hundred Thousand (200,000) shares of Common Stock.
ARTICLE II
DEFINITIONS
Section 2.1 "Award" or "Restricted Stock Bonus" means an Award
granted under Article V of this Plan to a Participant by the Committee
pursuant to such terms, conditions, restrictions, and/or limitations
as the Committee may establish by the Award Agreement or otherwise.
Section 2.2 "Award Agreement" means any written instrument
that establishes the terms, conditions, restrictions, and/or limitations
applicable to an Award, in addition to those established by this Plan
and by the Committee's exercise of its administrative powers.
Section 2.3 "Board" means the Board of Directors of the Company.
Section 2.4 "Code" means the Internal Revenue Code of 1986, as
amended. References in this Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such
section and any regulations under such section.
Section 2.5 "Committee" means the Compensation and Stock Option
Committee of the Board.
Section 2.6 "Common Stock" means the common stock, par value $.10
per share, of the Company and, after substitution, such other stock as
shall be substituted therefor as provided in Article VII.
Section 2.7 "Date of Grant" means the date on which the granting
of an Award is authorized by the Committee or such later date as may be
specified by the Committee in such authorization.
Section 2.8 "Eligible Employee(s)" means any employee of the Company
or a Subsidiary.
Section 2.9 "Exchange Act" means the Securities Exchange Act of
1934, as amended.
Section 2.10 "Fair Market Value" means (A) during such time as the
Common Stock is listed upon the American Stock Exchange or any other
established stock exchange, the closing price of the Common Stock as
reported by such stock exchange on the day for which such value is to be
determined, or, if no sale of the Common Stock shall have been
made on any such stock exchange that day, on the next preceding
day on which there was a sale of such Common Stock; or (B) during
any such time as the Common Stock is not listed upon an
established stock exchange, the mean between dealer "bid" and
"ask" prices of the Common Stock in the over-the-counter market
on the day for which such value is to be determined, as reported
by the National Association of Securities Dealers, Inc.; or (C)
during any such time as the Common Stock cannot be valued
pursuant to (A) or (B) above, the fair market value shall be as
determined by the Board considering all relevant information
including, by example and not by limitation, the services of an
independent appraiser.
Section 2.11 "Participant" means an Eligible Employee of the
Company or a Subsidiary to whom an Award has been granted by the
Committee under this Plan.
Section 2.12 "Plan" means the Devon Energy Corporation 2000
Restricted Stock Bonus Plan.
Section 2.13 "Subsidiary" shall have the same meaning set
forth in Section 424 of the Code, or any other entity which is an
affiliate of the Company. "Affiliate" means an "affiliate" as defined
in the Securities Act of 1933, as amended.
ARTICLE III
ADMINISTRATION
Section 3.1 Administration of this Plan; the Committee. For
purposes of administration, this Plan shall be administered by the
Committee.
Unless otherwise provided in the by-laws of the Company or
the resolutions adopted from time to time by the Board
establishing the Committee, the Board may from time to time
remove members from, or add members to, the Committee. Vacancies
on the Committee, however caused, shall be filled by the Board.
The Committee shall hold meetings at such times and places as it
may determine. A majority of the Committee shall constitute a
quorum and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts reduced to, or
approved in writing by a majority of the members of the Committee
shall be the valid acts of the Committee.
Subject to the provisions of this Plan, the Committee shall
have exclusive power to:
(a) Approve the Eligible Employee to participate in this Plan
upon recommendation and prior approval by the Executive Committee
of the Company.
(b) Determine the time or times when Awards will be made.
(c) Determine the form of an Award, the number of shares of
Common Stock subject to the Award, all the terms, conditions
(including performance requirements), restrictions and/or
limitations, if any, of an Award, including the time and
conditions of vesting, and the terms of any Award Agreement,
which may include the waiver or amendment of prior terms and
conditions or acceleration or early vesting or payment of an
Award under certain circumstances determined by the Committee.
(d) Accelerate the vesting or payment of an Award or the
performance period of an Award when such action or actions would
be in the best interest of the Company.
(e) Take any and all other action it deems necessary or
advisable for the proper operation or administration of this
Plan.
Section 3.2 Committee to Make Rules and Interpret Plan. The
Committee in its sole discretion shall have the authority,
subject to the provisions of this Plan, to establish, adopt, or
revise such rules and regulations and to make all such
determinations relating to this Plan as it may deem necessary or
advisable for the administration of this Plan. The Committee's
interpretation of this Plan or any Awards granted pursuant hereto
and all decisions and determinations by the Committee with
respect to this Plan shall be final, binding, and conclusive on
all parties.
ARTICLE IV
GRANT OF AWARDS
Section 4.1 Committee to Grant Awards. The Committee may,
from time to time, grant Awards to one or more Eligible Employees,
provided:
(a) Any shares of Common Stock related to Awards which terminate
by expiration, forfeiture, cancellation or otherwise without the
issuance and delivery of shares of Common Stock to the
Participant shall be available again for grant under this Plan.
(b) Common Stock delivered by the Company in payment of any
Award under this Plan may be authorized and unissued Common Stock
or Common Stock held in the treasury of the Company.
(c) The Committee shall, in its sole discretion, determine the
manner in which fractional shares arising under this Plan shall
be treated.
ARTICLE V
ELIGIBILITY
Subject to the provisions of this Plan, the Committee shall, from
time to time, select from the Eligible Employees those to whom
Awards shall be granted and shall establish in the related Award
Agreements the terms, conditions, restrictions and/or
limitations, if any, applicable to the Awards in addition to
those set forth in this Plan and the administrative rules and
regulations issued by the Committee.
ARTICLE VI
RESTRICTED STOCK BONUS
Section 6.1 Grant of Restricted Stock Bonus. The Committee
may, from time to time, subject to the provisions of this Plan and
such other terms and conditions as it may determine, grant a
Restricted Stock Bonus to any Eligible Employee. A Restricted
Stock Bonus shall be awarded in such number and at such times
during the term of this Plan as the Committee shall determine.
Each Restricted Stock Bonus may be evidenced in such manner as the
Committee deems appropriate, including, without limitation, a book-
entry registration or issuance of a stock certificate or certificates,
and by an Award Agreement setting forth the terms of such Restricted
Stock Bonus.
Section 6.2 Conditions of Restricted Stock Bonus. The grant
of a Restricted Stock Bonus shall be subject to the following:
(a) Restriction Period. In addition to any vesting
conditions determined by the Committee, including, but not by way
of limitation, the achievement by the Company of specified
performance criteria, vesting of each Restricted Stock Bonus may
require the holder to remain in the employment of the Company or
a Subsidiary for a prescribed period (a "Restriction Period").
The Committee shall determine the Restriction Period or Periods
which shall apply to the shares of Common Stock covered by each
Restricted Stock Bonus or portion thereof; provided, however, all
Restricted Stock Bonus shall have a minimum Restriction Period of
at least six months from the date of grant. At the end of the
Restriction Period, assuming the fulfillment of such other
specified vesting conditions, the restrictions imposed by the
Committee shall lapse with respect to the shares of Common Stock
covered by the Restricted Stock Bonus or portion thereof. The
Committee may, in its sole discretion, modify or accelerate the
vesting of a Restricted Stock Bonus under such circumstances as
it deems appropriate.
(b) Restrictions. The holder of a Restricted Stock Bonus
may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of the shares of Common Stock represented by the
Restricted Stock Bonus during the applicable Restriction Period.
The Committee shall impose such other restrictions and conditions
on any shares of Common Stock covered by a Restricted Stock Bonus
as it may deem advisable including, without limitation,
restrictions under applicable Federal or state securities laws,
and may legend the certificates representing Restricted Stock to
give appropriate notice of such restrictions.
(c) Rights as Shareholders. During any Restriction Period,
the Committee may, in its discretion, grant to the holder of a
Restricted Stock Bonus all or any of the rights of a shareholder
with respect to said shares, including, but not by way of
limitation, the right to vote such shares and to receive
dividends. If any dividends or other distributions are paid in
shares of Common Stock, all such shares shall be subject to the
same restrictions on transferability as the shares of Restricted
Stock with respect to which they were paid.
ARTICLE VII
STOCK ADJUSTMENTS
In the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the
Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, stock split,
combination of shares or otherwise), or if the number of such
shares of Common Stock shall be increased through the payment of
a stock dividend, or a dividend on the shares of Common Stock or
rights or warrants to purchase securities of the Company shall be
issued to holders of all outstanding Common Stock, then there
shall be substituted for or added to each share available under
and subject to this Plan as provided in Article IV hereof, and
each share theretofore appropriated under this Plan, the number
and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for
which each such share shall be exchanged or to which each such
share shall be entitled, as the case may be, on a fair and
equivalent basis in accordance with the applicable provisions of
Section 424 of the Code. In the event there shall be any other
change in the number or kind of the outstanding shares of Common
Stock, or any stock or other securities into which the Common
Stock shall have been changed or for which it shall have been
exchanged, then if the Committee shall, in its sole discretion,
determine that such change equitably requires an adjustment in
the shares available under and subject to this Plan, or in any
Award theretofore granted, such adjustments shall be made in
accordance with such determination, except that no adjustment of
the number of shares of Common Stock available under this Plan or
to which any Award relates that would otherwise be required shall
be made unless and until such adjustment either by itself or with
other adjustments not previously made would require an increase
or decrease of at least 1% in the number of shares of Common
Stock available under this Plan or to which any Award relates
immediately prior to the making of such adjustment (the "Minimum
Adjustment"). Any adjustment representing a change of less than
such minimum amount shall be carried forward and made as soon as
such adjustment together with other adjustments required by this
Article VII and not previously made would result in a Minimum
Adjustment. Notwithstanding the foregoing, any adjustment
required by this Article VII which otherwise would not result in
a Minimum Adjustment shall be made with respect to shares of
Common Stock relating to any Award immediately prior to payment
or settlement of such Award.
No fractional shares of Common Stock or units of other
securities shall be issued pursuant to any such adjustment, and
any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole
share.
ARTICLE VIII
GENERAL
Section 8.1 Amendment or Termination of Plan. The Board may
suspend or terminate this Plan at any time. In addition, the Board may,
from time to time, amend this Plan in any manner, provided no such
amendment shall adversely affect any Participant's rights in Restricted
Stock which has become vested.
Section 8.2 Termination of Employment. If a Participant's
employment with the Company or a Subsidiary terminates for a reason
other than death, disability, retirement, or any approved reason,
unearned, and/or unpaid Awards, including, but not by way of limitation,
Awards earned, but not yet paid, all unpaid dividends and dividend
equivalents, and all interest, if any, accrued on the foregoing shall be
cancelled or forfeited, as the case may be, unless the Participant's Award
Agreement provides otherwise. The Committee shall (i) determine
what events constitute disability, retirement, or termination for
an approved reason for purposes of this Plan, and (ii) determine
the treatment of a Participant under this Plan (including
forfeiure of any unearned and/or unpaid Awards) in the event of
his or her death, disability, retirement, or termination for an
approved reason. The Committee shall also determine the method,
if any, for accelerating the vesting of any Restricted Stock
Bonus.
Section 8.3 Withholding Taxes. A Participant may pay the amount
of taxes required by law when an Award is required to be included in
the Participant's taxable income (i) in cash, (ii) by delivering to
the Company shares of Common Stock having a Fair Market Value on the
date of payment equal to the amount of such required withholding taxes,
or (iii) by directing the Company to withhold from the shares of Common
Stock to be delivered to the Participant shares of Common Stock
having a Fair Market Value on the date of payment equal to the
amount of such required withholding taxes.
Section 8.4 Dividends and Dividend Equivalents. The Committee
may choose, at the time of the grant of any Award or any time there-
after up to the time of payment of such Award, to include as part
of such Award an entitlement to receive dividends or dividend
equivalents subject to such terms, conditions, restrictions, and/or
limitations, if any, as the Committee may establish. Dividends and
dividend equivalents granted hereunder shall be paid in such form
and manner (i.e., lump sum or installments), and at such time as
the Committee shall determine. All dividends or dividend equivalents
which are not paid currently may, at the Committee's discretion, accrue
interest or be reinvested into additional shares of Common Stock.
Section 8.5 Amendments to Awards. The Committee may at any
time unilaterally amend the terms of any Award Agreement, whether
or not presently vested, to the extent it deems appropriate; provided,
however, that any such amendment which is adverse to the Participant
shall require the Participant's consent.
Section 8.6 Regulatory Approval and Listings. The Company
shall use its best efforts to file with the Securities and Exchange
Commission as soon as practicable following approval by the Board,
and keep continuously effectively and usable, a Registration State-
ment on Form S-8 with respect to shares of Common Stock subject to
Awards hereunder. Notwithstanding anything contained in this Plan
to the contrary, the Company shall have no obligation to issue or
deliver certificates representing shares of Common Stock evidencing
Restricted Stock Bonus prior to:
(a) the obtaining of any approval from, or satisfaction
of any waiting period or other condition imposed by, any governmental
agency which the Committee shall, in its sole discretion,
determine to be necessary or advisable;
(b) the admission of such shares to listing on the stock
exchange on which the Common Stock may be listed; and
(c) the completion of any registration or other qualification
of such shares under any state or Federal law or ruling of any
governmental body which the Committee shall, in its sole
discretion, determine to be necessary or advisable.
Section 8.7 Right to Continued Employment. Participation in
this Plan shall not give any Eligible Employee any right to remain
in the employ of the Company or any Subsidiary. The Company or, in
the case of employment with a Subsidiary, the Subsidiary reserves the
right to terminate any Eligible Employee at any time. Further, the
adoption of this Plan shall not be deemed to give any Eligible
Employee or any other individual any right to be selected as a Partici-
pant or to be granted an Award.
Section 8.8 Reliance on Reports. Each member of the Committee
and each member of the Board shall be fully justified in relying or
acting in good faith upon any report made by the independent public
accountants of the Company and its Subsidiaries and upon any other
information furnished in connection with this Plan by any person or
persons other than himself. In no event shall any person who is or
shall have been a member of the Committee or of the Board be liable for
any determination made or other action taken or any omission to
act in reliance upon any such report or information or for any
action taken, including the furnishing of information, or failure
to act, if in good faith.
Section 8.9 Construction. Masculine pronouns and other words
of masculine gender shall refer to both men and women. The titles
and headings of the sections in this Plan are for the convenience
of reference only, and in the event of any conflict, the text of
this Plan, rather than such titles or headings, shall control.
Section 8.10 Governing Law. This Plan shall be governed by
and construed in accordance with the laws of the State of Oklahoma,
except as superseded by applicable Federal law.
<PAGE>
Exhibit 99.2
AWARD AGREEMENT FOR
DEVON ENERGY CORPORATION
2000 RESTRICTED STOCK BONUS PLAN
<PAGE>
AWARD AGREEMENT FOR
DEVON ENERGY CORPORATION
2000 RESTRICTED STOCK BONUS PLAN
THIS AWARD AGREEMENT (the "Agreement") entered into as
of the ____ day of _________ , 2000, by and between Devon Energy
Corporation, a Delaware corporation (the "Company") and
____________________________________ (the "Participant");
W I T N E S S E T H:
WHEREAS, the Company has previously adopted the Devon
Energy Corporation 2000 Restricted Stock Bonus Plan and certain
amendments thereto (the "Plan"); and
WHEREAS, in connection with his or her employment with
the Company, the Company desires to award to the Participant
__________________________________ (________) shares of the
Company's Common Stock under the Plan subject to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants herein contained, the
Participant and the Company agree as follows (all capitalized
terms used herein, unless otherwise defined, have the meaning
ascribed to such terms as set forth in the Plan):
1. The Plan. The Plan, a copy of which is attached hereto
as Exhibit A, is hereby incorporated by reference herein and made a
part hereof for all purposes, and when taken with this Agreement
shall govern the rights of the Participant and the Company with
respect to the Award (as defined below).
2. Grant of Award. The Company hereby grants to the
Participant an award (the "Award") of
____________________________________ (________) shares of the
Company Common Stock, par value $.10 (the "Stock"), on the terms
and conditions set forth herein and in the Plan.
3. Terms of Award.
(a) Escrow of Shares. A certificate representing
the Stock subject to the Award (the "Restricted Stock") shall be
issued on behalf of the Participant and shall be escrowed with the
Secretary of the Company (the "Escrow Agent") subject to removal
of the restrictions placed thereon or forfeiture pursuant to the
terms of this Agreement.
(b) Vesting. If the Participant's employment with
the Company (or any one or more of the Subsidiaries) remains full-
time and continuous at all times prior to any of the vesting dates
specified below (the "Vesting Dates"), then, the Participant
shall be entitled, subject to the applicable provisions of the
Plan and this Agreement having been satisfied, to receive on or
within a reasonable time after the applicable Vesting Dates, on
accumulative basis, the number of shares of Stock determined by
multiplying the aggregate shares of Stock subject to the Award by
the designated percentage set forth opposite the Vesting Date.
Once vested pursuant to the terms of this Agreement, the
Restricted Stock shall be deemed "Vested Stock."
Vesting Schedule
----------------
Vesting Dates Percent of Award Vested
------------- -----------------------
January 1, 2001 25%
January 1, 2002 25%
January 1, 2003 25%
January 1, 2004 25%
In the event that the Participant is no longer employed by the
Company, or any of its Subsidiaries, on the applicable Vesting
Date, then, the Participant shall forfeit the unvested portion of
the Award (including the underlying Restricted Stock and "Accrued
Dividends," as such term is hereinafter defined).
(c) Voting Rights and Dividends. The Participant
shall have all of the voting rights attributable to the shares of
Restricted Stock issued to him. Regular quarterly cash dividends declared
and paid by the Company with respect to the shares of Restricted
Stock shall be paid to the Participant. Any extraordinary
dividends declared and paid by the Company with respect to shares
of Restricted Stock ("Accrued Dividends") shall not be paid to
the Participant until such Restricted Stock becomes Vested Stock.
Such Accrued Dividends shall be held by the Company as a general
obligation and paid to the Participant at the time the underlying
Restricted Stock becomes Vested Stock.
(d) Vested Stock - Removal of Restrictions. Upon
Restricted Stock becoming Vested Stock, all restrictions shall be
removed from the certificates representing such Stock and the Secretary
of the Company shall deliver to the Participant certificates
representing such Vested Stock free and clear of all
restrictions, except for any applicable securities laws
restrictions, together with a check in the amount of all Accrued
Dividends attributed to such Vested Stock without interest
thereon.
4. Legends. The shares of Stock which are the subject of the
Award shall be subject to the following legend:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO AND ARE TRANSFERRABLE ONLY IN ACCORDANCE
WITH THAT CERTAIN AWARD AGREEMENT FOR DEVON ENERGY
CORPORATION 2000 RESTRICTED STOCK BONUS PLAN DATED THE
_____ DAY OF ______, 2000. ANY ATTEMPTED TRANSFER OF
THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN
VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND
WITHOUT EFFECT. A COPY OF THE AGREEMENT MAY BE
OBTAINED FROM THE SECRETARY OF DEVON ENERGY
CORPORATION."
5. Stock Powers and the Beneficiary. The Participant
hereby agrees to execute and deliver to the Secretary of the Company a
stock power (endorsed in blank) in the form of Exhibit B hereto
covering his Award and authorizes the Secretary to deliver to the
Company any and all shares of Restricted Stock that are forfeited
under the provisions of this Agreement. The Participant further
authorizes the Company to hold as a general obligation of the
Company any Accrued Dividends and to pay such dividends to the
Participant at the time the underlying Restricted Stock becomes
Vested Stock.
6. Nontransferability of Award. The Participant shall not
have the right to sell, assign, transfer, convey, dispose, pledge,
hypothecate, burden, encumber or charge the Award or any Restricted
Stock or any interest therein in any manner whatsoever.
7. Notices. All notices or other communications relating
to the Plan and this Agreement as it relates to the Participant
shall be in writing and shall be deemed to have been made if
personally delivered in return for a receipt, or if mailed by
regular U.S. mail, postage prepaid, by the Company to the
Participant at his or her last known address evidenced on the
payroll records of the Company.
8. Binding Effect and Governing Law. This Agreement shall
be (i) binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors and assigns except as may
be limited by the Plan, and (ii) governed and construed under the
laws of the State of Oklahoma.
9. Withholding. The Company and the Participant shall
comply with all federal and state laws and regulations respecting
the required withholding, deposit and payment of any income,
employment or other taxes relating to the Award (including
Accrued Dividends). The Company shall withhold the employer's
minimum statutory withholding based upon minimum statutory
withholding rates for federal and state purposes, including
payroll taxes, that are applicable to such supplemental taxable
income. Any payment of required withholding taxes by the
Participant in the form of Common Stock shall not be permitted if
it would result in an accounting charge with respect to such
shares used to pay such taxes unless otherwise approved by the
Committee.
10. Award Subject to Claims of Creditors. The Participant
shall not have any interest in any particular assets of the Company,
its parent, if applicable, or any Subsidiary by reason of the
right to earn an Award (including Accrued Dividends) under the
Plan and this Agreement, and the Participant or any other person
shall have only the rights of a general unsecured creditor of the
Company, its parent, if applicable, or a Subsidiary with respect
to any rights under the Plan or this Agreement.
11. Captions. The captions of specific provisions of this
Agreement are for convenience and reference only, and in no way
define, describe, extend or limit the scope of this Agreement or
the intent of any provision hereof.
12. Counterparts. This Agreement may be executed in any
number of identical counterparts, each of which shall be deemed an
original for all purposes, but all of which taken together shall
form one agreement.
13. Arbitration of Disputes. Any disputes, claims or
controversies between the Participant and the Company which may
arise out of or relate to this Agreement shall be settled by
arbitration. This agreement to arbitrate shall survive the
termination of this Agreement. Any arbitration shall be in
accordance with the Rules of the American Arbitration Association
and shall be undertaken pursuant to the Federal Arbitration Act.
Arbitration will be held in Oklahoma City, Oklahoma unless the
parties mutually agree on another location. The decision of the
arbitrator(s) will be enforceable in any court of competent
jurisdiction. The arbitrator(s) may, but will not be required,
to award such damages or other monetary relief as either party
might be entitled to receive from a court of competent
jurisdiction. Nothing in this agreement to arbitrate shall
preclude the Company from obtaining injunctive relief from a
court of competent jurisdiction prohibiting any on-going breaches
of the Agreement by the Participant pending arbitration. The
arbitrator(s) may also award costs and attorneys' fees in
connection with the arbitration to the prevailing party; however,
in the arbitrator's(s') discretion, each party may be ordered to
bear its/his/her own costs and attorneys' fees.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.
"COMPANY" DEVON ENERGY CORPORATION,
a Delaware corporation
By
"PARTICIPANT"
<PAGE>
Exhibit A
[Copy of 2000 Restricted Stock Bonus Plan]
<PAGE>
Exhibit B
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ________________________, an individual,
hereby irrevocably assigns and conveys to
________________________, ______________ (_____) shares of the
Common Stock of Devon Energy Corporation, a Delaware corporation,
$.10 par value.
DATED:
______________________, an individual
