2ND Amended And Restated Newfield Exploration Co. 2003 Incentive Compensation Plan

Exhibit 10.2 NEWFIELD EXPLORATION COMPANY
SECOND AMENDED AND RESTATED 2003 INCENTIVE COMPENSATION PLAN This Second Amended and Restated 2003 Incentive Compensation (this " Plan" ) of Newfield Exploration Company (the " Company" ) was adopted by the Board of Directors (the " Board" ) of the Company effective as of July 26, 2007. Recitals : WHEREAS , effective for the Performance Period beginning on January 1, 1993, the Board adopted the 1993 Plan, which plan had a purpose substantially similar to this Plan; WHEREAS , upon adoption of this Plan, the Board terminated the 1993 Plan effective as of December 31, 2002; WHEREAS , notwithstanding such termination of the 1993 Plan, Awards were granted for the Performance Period that ended on December 31, 2002 pursuant to and in accordance with the 1993 Plan; WHEREAS , except as specifically provided in this Plan, such termination of the 1993 Plan will have no effect on unpaid Deferred Incentive Compensation Awards (as defined in, and granted pursuant to, the 1993 Plan), which Awards will continue to be governed by the terms of the 1993 Plan, as amended; WHEREAS , in considering the termination of the 1993 Plan and the adoption of this Plan, the Board took into account the value of the overriding royalty interests dedicated to the Employee Incentive Override Pool (as defined in the 1993 Plan) under the 1993 Plan from and after the date of termination of the 1993 Plan (the " 1993 ORRI Value" ) and determined that such value was incorporated into this Plan; WHEREAS , effective January 1, 2005, the Board adopted Amendment No. 1 to this Plan to provide for the termination of this Plan upon a change of control, to conform this Plan to legislation affecting deferred compensation arrangements and to amend this Plan in other respects and amended and restated this Plan; WHEREAS , in considering the amendment to this Plan to provide for its termination upon a change of control, the Board took into account the remaining 1993 ORRI Value from and after the adoption of such amendment and determined that such value has been incorporated into other plans and benefits, including this Plan as amended and the Change of Control Severance Agreements to be entered into with certain executives in connection with the amendment to this Plan and the Change of Control Severance Plan for employees in general to be adopted in connection with the amendment to this Plan; and WHEREAS , having had further consultations with legal counsel, the Board now desires to further amend and restate this Plan to incorporate certain further changes to comply with Section 409A of the Internal Revenue Code of 1986 and to conform the definition of Change of Control in this Plan to the definition used in other arrangements;


NOW, THEREFORE , in consideration of the foregoing and for the purpose described below, effective as of the date first written above, the Board hereby amends and restates this Plan as set forth herein. I.
Purpose This Plan is intended to provide a means whereby employees of the Company and its Subsidiaries may develop a sense of proprietorship and personal involvement in the development and financial success of the Company and its Subsidiaries, to attract and retain employees of outstanding competence and ability and to encourage them to remain with and devote their best efforts to the business of the Company and its Subsidiaries, and to reward such employees for outstanding performance, thereby advancing the interests of the Company and its stockholders. II.
Definitions Where the following words and phrases appear in this Plan, they shall have the respective meanings set forth below unless their context clearly indicates to the contrary: (a) " 1993 Plan" means the Newfield Employee 1993 Incentive Compensation Plan, as amended. (b) " Adjusted Net Income" means, with respect to a particular Performance Period, the consolidated net income of the Company and its Subsidiaries determined in accordance with generally accepted accounting principles, except (i) without reduction for (A) income taxes and (B) Awards granted or to be granted pursuant to this Plan (ii) without the effects of unrealized gains or losses associated with SFAS No. 133 and (iii) as adjusted for extraordinary or other unusual items and other items not contemplated at the time this Plan was adopted by the Board (such as changes in generally accepted accounting principles, ceiling test writedowns and other non-recurring items) as determined by the Committee in its sole discretion. (c) " Awards" means Current Awards and Deferred Awards. (d) " Board" means the Board of Directors of the Company. (e) " Cause" means (i) with respect to Awards granted prior to January 1, 2005, termination of employment because of (A) conviction of a felony or of a misdemeanor involving moral turpitude (which, through lapse of time or otherwise, is not subject to appeal); (B) willful refusal without proper legal cause to perform the duties and responsibilities of the employee to the Company or any Subsidiary; (C) willful conduct which the employee has reason to know is materially injurious to the Company or Subsidiary; or (D) gross negligence or willful misconduct in the performance of the employee' s duties and responsibilities with respect to the Company or any Subsidiary and (ii) with respect to Awards granted on or after January 1, 2005, any termination of employment because of (A) conviction of or entering of a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude; (B) willful refusal without proper legal cause to perform the duties and responsibilities of the employee to the Company or any Subsidiary; (C) willful conduct which the employee has reason to know is materially injurious to

2


the Company or any Subsidiary; (D) gross negligence or willful misconduct in the performance of the employee' s duties and responsibilities with respect to the Company or any Subsidiary; or (E) material breach of any material policy of the Company or any Subsidiary. (f) " Change of Control" means the occurrence of any of the following: (i) the Company is not the surviving Person in any merger, consolidation or other reorganization (or survives only as a subsidiary of another Person); (ii) the consummation of a merger or consolidation of the Company with another Person pursuant to which less than 50% of the outstanding voting securities of the surviving or resulting corporation are issued in respect of the capital stock of the Company; (iii) the Company sells, leases or exchanges all or substantially all of its assets to any other Person; (iv) the Company is to be dissolved and liquidated; (v) any Person, including a " group" as contemplated by Section13(d)(3) of the Securities Exchange Act of 1934, acquires or gains ownership or control (including the power to vote) of more than 50% of the outstanding shares of the Company' s voting stock (based upon voting power); or (vi) as a result of or in connection with a contested election of directors, the Persons who were directors of the Company before such election cease to constitute a majority of the Board.Notwithstanding the foregoing, the definition of " Change of Control" shall not include (A) any merger, consolidation, reorganization, sale, lease, exchange, or similar transaction involving solely the Company and one or more Persons that were wholly owned, directly or indirectly, by the Company immediately prior to such event and (B) any event that is not a " change in control" for purposes of Section 409A. (g) " Code" means the Internal Revenue Code of 1986, as amended. (h) " Committee" means the Compensation Committee of the Board. (i) " Company" means Newfield Exploration Company and its successors. (j) " Current Award" means an Award granted to an Eligible Employee pursuant to Article V that is payable on or before the March 1 following the Performance Period. (k) " Deferred Award" means an Award granted to an Eligible Employee pursuant to Article V the payment of which is deferred and subject to forfeiture as provided in Article VII. (l) " Deferred Award Account" means the account maintained on the books of the Company for each employee who has been granted a Deferred Award under this Plan.

3


(m) " Designated Rate" means simple interest at an initial rate per annum equal to 6%. Each February, beginning February 2004, the Committee may, in its sole discretion, set a different rate that shall be effective beginning on the March 1 immediately following such determination and shall remain in effect until such time as the Committee sets a different rate pursuant this sentence. (n) " Effective Date" means January 1, 2003. (o) " Eligible Employee" means, with respect to a particular Performance Period, each employee of the Company or a Subsidiary who was (i) employed by the Company or a Subsidiary on both October 1 and December 31 of such Performance Period and (ii) recommended by the Chief Executive Officer of the Company to receive an Award. (p) " Exchange Act" means the Securities Exchange Act of 1934, as amended. (q) " Final Financial Information" means, with respect to a particular Performance Period, the financial information filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act with respect to such Performance Period. (r) " Grandfathered Employee" means an employee who (i) commenced employment with the Company prior to January 1, 1993 and (ii) has been continually ...