X0306 4 2021-01-07 1 0001518832 WPX ENERGY, INC. WPX 0001413122 Muncrief Richard E 3500 ONE WILLIAMS CENTER TULSA OK 74172 1 1 0 0 Chairman and CEO Common Stock 2021-01-07 4 D 0 2173925 D 0 D Restricted Stock Units 2021-01-07 4 D 0 281250 D Common Stock 562500 0 D Restricted Stock Units 2021-01-07 4 D 0 354889 D Common Stock 621055 0 D Restricted Stock Units 2021-01-07 4 D 0 450643 D Common Stock 563303 0 D Restricted Stock Units 2021-01-07 4 D 0 203299 D Common Stock 254123 0 D Stock Options 21.45 2021-01-07 4 D 0 121167 D 2024-03-03 Common Stock 121167 0 D Includes 661,457 shares of restricted stock of WPX (as defined in footnote 2) subject to time-based vesting which were converted into awards denominated in shares of common stock of Devon (as defined in footnote 2) based on the Exchange Ratio (as defined in footnote 2) and which will vest in accordance with the terms and conditions governing the shares of restricted stock in effect immediately before the effective time (the "Effective Time") of the Merger (as defined in footnote 2). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among Devon Energy Corporation ("Devon"), WPX Energy, Inc. ("WPX"), and East Merger Sub, Inc. ("Merger Sub"), upon the Effective Time of the merger of Merger Sub into WPX (the "Merger") on January 7, 2021, each share of common stock of WPX was converted into the right to receive 0.5165 shares of Devon common stock (the "Exchange Ratio"). WPX's performance-based restricted stock units vest using a performance measure that is based on total shareholder return with absolute and relative dependent measures. Pursuant to the Merger Agreement, the performance measure was calculated using actual results over the units' performance period with an ending value for WPX's common stock equal to the average of the stock's closing price on the five trading days immediately preceding the Effective Time. After applying this performance measure to the performance-based restricted units, these units were then converted to awards denominated as restricted stock units of Devon's common stock based on the Exchange Ratio whose sole remaining vesting criteria is time-based. This award vests on March 2, 2021. A performance measure of 200% was applied to these restricted units. This award vests on March 2, 2022. A performance measure of 175% was applied to these restricted units. This award vests on March 2, 2023. A performance measure of 125% was applied to these restricted units. This award vests on March 9, 2023. These stock options are fully vested and exercisable. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each option to purchase WPX common stock was converted into an option to purchase a number of shares of Devon common stock equal to the product (with the result rounded down to the nearest whole number) of (a) the number of shares of WPX common stock subject to each such WPX stock option immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of WPX common stock of such WPX stock option immediately prior to the Effective Time, divided by (2) the Exchange Ratio. By Stephen E. Brilz, Attorney-in-Fact for Richard E. Muncrief 2021-01-11