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WPX Energy Reports Inducement Grant

5/15/2014

TULSA, Okla. – In accordance with NYSE Rule 303A.08, WPX Energy (NYSE:WPX) today announced that it has granted an employment inducement award in the form of restricted stock units to Richard E. Muncrief who has been named as the company’s president and chief executive officer.

The inducement grant for restricted stock units provides for the issuance of 481,157 shares of WPX’s common stock, subject to vesting conditions.

Forty-percent of the inducement grant is comprised of time-based restricted stock units that will vest one year after the effective date, May 15, 2014, provided that Mr. Muncrief remains an active employee of the company on such date.

Sixty-percent of the inducement grant is comprised of performance-based restricted stock units. Half of these restricted stock units will vest if, at any time between the effective date and a date that is three years after the effective date, the closing price of WPX common stock on the NYSE is equal to or exceeds 115 percent of $21.01 for 20 consecutive trading days. The remaining half of the performance-based shares will vest if, at any time during the performance period, the closing price equals or exceeds 130 percent of $21.01 for 20 consecutive trading days. Vested shares of common stock, if any, will be issued to Mr. Muncrief on the applicable vesting date, but in no event earlier than the second anniversary of the effective date. The performance-based restricted stock units will expire after three years if vesting conditions are not achieved.

For each restricted stock unit that vests, Mr. Muncrief shall have the right to receive one share of the company’s common stock. The restricted stock units contain certain acceleration provisions in the event of a change in control. Mr. Muncrief would forfeit unvested restricted stock units under certain circumstances involving a termination for cause.  

The total inducement grant for restricted stock units was made outside of the company’s 2013 Incentive Plan.
The independent directors of WPX’s board of directors approved the employment inducement award in reliance on the employment inducement exception to shareholder approval provided under NYSE Rule 303A.08.

About WPX Energy, Inc.

WPX Energy is an independent exploration and production company formed during a spinoff two years ago. Overall, WPX has more than 30 years of experience in its sector along with 40 local, state and federal awards for efficiency, innovation and corporate social responsibility.

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This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company.  Statements regarding future drilling and production are subject to all of the risks and uncertainties normally incident to the exploration for and development and production of oil and gas. These risks include, but are not limited to, the volatility of oil, natural gas and NGL prices; uncertainties inherent in estimating oil, natural gas and NGL reserves; drilling risks; environmental risks; and political or regulatory changes.  Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this press release are made as of the date of this press release, even if subsequently made available by WPX Energy on its website or otherwise. WPX Energy does not undertake and expressly disclaims any obligation to update the forward-looking statements as a result of new information, future events or otherwise. Investors are urged to consider carefully the disclosure in our filings with the Securities and Exchange Commission, available from us at WPX Energy, Attn: Investor Relations, P.O. Box 21810, Tulsa, Okla., 74102, or from the SEC’s website at www.sec.gov.



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