AMENDMENT 2014-1 TO THE DEVON ENERGY CORPORATION NON-QUALIFIED DEFERRED COMPENSATION PLAN

EX-10.5 6 d718246dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

AMENDMENT 2014-1

TO THE

DEVON ENERGY CORPORATION

NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Devon Energy Corporation Non-Qualified Deferred Compensation Plan (the “Plan”) is amended, effective December 3, 2013, as follows:

1. Section 5.1 of the Plan is amended to add a new flush paragraph to the end of the Section to read as follows:

Notwithstanding the forgoing, a Participant who is a “Transferring Employee” (as defined below) shall continue to be eligible to receive a Supplemental Company Contribution for the quarter in which he becomes an employee of EnLink Midstream Operating, LP even though such Participant is not an Eligible Employee on the last day of such applicable calendar quarter of the Plan Year. For purposes of this Plan (i) a Transferring Employee shall mean a Participant whose employment with the Company or any subsidiary is transferred to EnLink Midstream Operating, LP as of the Transfer Date, and (ii) the Transfer Date shall mean March 7, 2014, or such later date as of the occurrence of the “Closing” of the “Mergers” as defined under the Agreement and Plan of Merger by and among Devon Energy Corporation, Devon Gas Services, L.P., Acacia Natural Gas Corp I, Inc., Crosstex Energy, Inc., New Public Rangers, L.L.C., Boomer Merger Sub, Inc. and Rangers Merger Sub, Inc., dated October 21, 2013.

2. Section 7.4 of the Plan is amended to add the following sentences to the end of the Section to read as follows:

For the avoidance of doubt, a Participant who is a “Transferring Employee” (as defined in Section 5.1) shall become fully vested in any unvested Supplemental Company Contributions and Credited Earnings thereon effective as of the “Transfer Date” (as defined in Section 5.1).

IN WITNESS WHEREOF, Devon Energy Corporation (acting through its authorized delegate) has caused this Amendment 2014-1 to the Plan to be executed this 7th day of March 2014.

 

DEVON ENERGY CORPORATION
By:  

/s/ Frank W. Rudolph

Name:   Frank W. Rudolph
Title:   Executive Vice President, Human Resources