APPENDIX B
DEVON ENERGY CORPORATION 2022 LONG-TERM INCENTIVE PLAN (contd)
(e) Notwithstanding the preceding provisions of this
Section 1.3:
(i) Effective as of the WPX Merger Closing Date, the number of Awards that
were available under the Predecessor Plan were increased by 2,007,033 shares of Common Stock (the WPX Plan Share Reserve), which shares shall not be subject to the provisions of subsection (c) above.
(ii) Awards made out of the WPX Share Reserve may be granted only to WPX Reserve Eligible Employees.
(iii) No Award may be granted out of the WPX Share Reserve after May 22, 2023.
(iv) For purposes of Section 4.1(c), any shares of Common Stock made subject to an Award granted out of the
WPX Plan Share Reserve shall be credited back to the WPX Plan Share Reserve.
(v) All Awards granted
out of the WPX Plan Share Reserve may be Incentive Stock Options.
(vi) For purposes of this subsection (e),
(1) WPX Merger Closing Date means the date of consummation of the transactions contemplated by
that certain Agreement and Plan of Merger, dated as of September 26, 2020, by and among the Company, East Merger Sub, Inc. and WPX Energy, Inc.
(2) WPX Reserve Eligible Employees means (I) those individuals employed by or otherwise
providing services to WPX Energy, Inc. or its affiliates immediately before the Merger Closing Date and (II) those individuals who are hired by, or otherwise first become service providers to, the Company or its Affiliated Entities on or after
the WPX Merger Closing Date.
ARTICLE II
DEFINITIONS
SECTION 2.1 Account means the recordkeeping account established by the Company that
will be utilized to track an Award of Restricted Stock Units, dividends or dividend equivalents or certain other cash-payable Awards to a Participant.
SECTION 2.2 Affiliated Entity means any partnership or limited liability company in
which a majority of the partnership, company or other similar interest thereof is owned or controlled, directly or indirectly, by the Company or one or more of its Subsidiaries or Affiliated Entities or a combination thereof. For purposes hereof,
the Company, a Subsidiary or an Affiliated Entity shall be deemed to have a majority ownership interest in a partnership or limited liability company if the Company, such Subsidiary or Affiliated Entity shall be allocated a majority of partnership
or limited liability company gains or losses or shall be or control a managing director or a general partner of such partnership or limited liability company.
SECTION 2.3 Award means, individually or collectively, any Option, Restricted Stock
Award, Restricted Stock Unit or SAR granted under the Plan to an Eligible Employee by the Committee or any Nonqualified Stock Option, SAR, Restricted Stock Award or Restricted Stock Unit granted under the Plan to an Eligible Director by the Board
pursuant to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish by the Award Agreement or otherwise.
SECTION 2.4 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 the Plan and by the Committees exercise of its administrative powers.