8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 16, 2004

XTO ENERGY INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-10662	75-2347769
(Commission File Number)	(IRS Employer Identification No.)

810 Houston, Fort Worth, Texas	76102
(Address of Principal Executive Offices)	(Zip Code)

(817) 870-2800

(Registrant’s Telephone Number, Including Area Code)

NONE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 16, 2004, the Company’s stockholders approved the XTO Energy Inc. 2004 Stock Incentive Plan (“2004 Plan”) at a Special Meeting of Stockholders. The 2004 Plan is intended to replace the Company’s 1998 Stock Incentive Plan (“1998 Plan”). No additional options or other awards will be granted under the 1998 Plan. Under the 2004 Plan, the Company can grant stock options, stock appreciation rights (“SARs”), stock units, stock awards, bonus shares, dividend equivalents and other stock-based awards. All employees, including all executive officers of the Company, and non-employee directors and advisory directors are eligible to participate in the 2004 Plan. The Compensation Committee of the Board of Directors intends to focus awards under the 2004 Plan on management and other key employees.

An aggregate of 18,000,000 shares of common stock are available for awards under the 2004 Plan, of which a total of 9,000,000 may be granted in connection with full-value awards, meaning awards other than options, SARs that are settled in cash, and other awards for which the participant pays at least the fair market value for the shares subject thereto. The maximum number of shares of common stock with respect to which options and SARs settled in cash may be made under the 2004 Plan to any individual during any calendar year is 2,500,000. The maximum number of shares of common stock with respect to which full-value awards may be made under the plan to any individual participant during any calendar year is 500,000. A participant may not accrue dividend equivalents during any calendar year in excess of the amount of dividends actually declared with respect to 2,500,000 shares. The maximum aggregate number of shares of common stock with respect to which awards may be made to individual non-employee directors or advisory directors during any calendar year is 15,000.

The 2004 Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.1	XTO Energy Inc. 2004 Stock Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement dated October 15, 2004 for the Special Meeting of Stockholders held on November 16, 2004)
10.2	Form of Nonqualified Stock Option Agreement for Employees under the XTO Energy Inc. 2004 Stock Incentive Plan
10.3	Form of Stock Award Agreement for Employees under the XTO Energy Inc. 2004 Stock Incentive Plan
10.4	Form of Nonqualified Stock Option Agreement for Non-Employee Directors under the XTO Energy Inc. 2004 Stock Incentive Plan
10.5	Form of Stock Award Agreement for Non-Employee Directors under the XTO Energy Inc. 2004 Stock Incentive Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XTO ENERGY INC.
Date: November 22, 2004	By:	/s/ BENNIE G. KNIFFEN
		Bennie G. Kniffen
		Senior Vice President and Controller

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EXHIBIT INDEX

Exhibit Number and Description

10.1	XTO Energy Inc. 2004 Stock Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement dated October 15, 2004 for the Special Meeting of Stockholders held on November 16, 2004)
10.2	Form of Nonqualified Stock Option Agreement for Employees under the XTO Energy Inc. 2004 Stock Incentive Plan
10.3	Form of Stock Award Agreement for Employees under the XTO Energy Inc. 2004 Stock Incentive Plan
10.4	Form of Nonqualified Stock Option Agreement for Non-Employee Directors under the XTO Energy Inc. 2004 Stock Incentive Plan
10.5	Form of Stock Award Agreement for Non-Employee Directors under the XTO Energy Inc. 2004 Stock Incentive Plan

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EX-10.2

EXHIBIT 10.2

FORM OF NONQUALIFIED STOCK OPTION

AGREEMENT FOR EMPLOYEES UNDER THE

XTO ENERGY INC.

2004 STOCK INCENTIVE PLAN

THIS AGREEMENT is entered into this              day of                     , 200  , between XTO Energy Inc., a Delaware corporation (the “Company”), and                          (“Grantee”), pursuant to the provisions of the XTO Energy Inc. 2004 Stock Incentive Plan (the “Plan”). The Compensation Committee (the “Committee”) of the Board of Directors of the Company has determined that Grantee is eligible to be a participant in the Plan and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the nonqualified stock option set forth below to Grantee.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:

1. Grant of Nonqualified Stock Option. Subject to all of the terms, conditions and provisions of the Plan and of this Agreement, the Company hereby grants to Grantee under Section 7 of the Plan a nonqualified stock option pursuant to which Grantee will have the right and option under the Plan to purchase from the Company all or any part of an aggregate of              shares of the common stock of the Company, par value one cent ($0.01) per share (the “Common Stock”), which shares will consist of authorized but unissued shares or issued shares reacquired by

the Company. This option is not intended to be an Incentive Stock Option, as defined in the Plan.

2. Exercise Price. The exercise price payable by Grantee to the Company in exercise of this option will be $                     per share, being the fair market value of the Common Stock on this date (the “Grant Date”) as determined pursuant to Section 2(n) of the Plan. Upon exercise of this option, Grantee must pay to the Company the exercise price for the shares of Common Stock issuable pursuant to the exercise with cash, by personal check or by payment through a Company approved broker-assisted cashless exercise arrangement. Except as otherwise prohibited by the Committee, Grantee may also pay to the Company all or a portion of the exercise price and any federal, state, or local tax withholding owed as a result of the option exercise with shares of Common Stock owned by Grantee on the date of exercise or, in the case of tax withholding, with shares of Common Stock acquired pursuant to the exercise (the Common Stock being valued at fair market value on the date of exercise). The right to pay the exercise price with Common Stock is subject to Grantee providing satisfactory evidence, in the opinion of the Company, that Grantee directly owns or owns through a brokerage account on the date of exercise shares of Common Stock sufficient to pay the exercise price, and that the Grantee has owned any such shares acquired through the Plan for six months or more.

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3. Exercise Period.

(a) Subject to acceleration pursuant to the terms of the Plan, one-third of the option will become exercisable on each of the first, second, and third anniversaries of the Grant Date. Alternatively, ____% of the total number of shares subject to the option granted will become exercisable when the Common Stock closes on the New York Stock Exchange at or above each of the following levels: $            , $             and $             per share. If the Common Stock is not listed on the New York Stock Exchange, then any reference in this Agreement to the New York Stock Exchange will be deemed to be the principal securities market on which the Common Stock is traded or quoted.

(b) The right to exercise the option will be cumulative. Unless the Company agrees otherwise, the option must be exercised in multiples of 10% of the option then exercisable.

(c) Any portion of the option that remains unexercised on the seventh anniversary of the Grant Date will expire. In addition, the option may expire earlier pursuant to the provisions of Section 18(a) of the Plan.

(d) The option may be exercised only if the shares of Common Stock to be issued upon the exercise are duly registered under the Securities Act of 1933 and applicable state securities laws, or unless the issuance is exempt from such registrations.

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4. No Employment Commitment. Grantee acknowledges that neither the grant of this option nor the execution of this Agreement by the Company will be interpreted or construed as imposing upon the Company any obligation to retain Grantee’s services for any stated period of time, which employment will continue to be at the pleasure of the Company at such compensation as it determines, unless otherwise provided in a written employment agreement signed by the Company and Grantee.

5. Grantee’s Agreement. Grantee expressly and specifically agrees that:

(a) With respect to the calendar year in which all or a portion of the option is exercised, Grantee will include in his or her gross income for federal, state and local income tax purposes the amount, if any, by which the fair market value of the Common Stock on the date of exercise, as determined pursuant to the Plan, exceeds the exercise price times the number of shares acquired pursuant to such exercise; and

(b) The grant of this option is special incentive compensation that will not be taken into account as “wages” or “salary” in determining the amount of payment or benefit to Grantee under any other compensation or insurance plan of the Company.

6. Other Terms, Conditions, and Provisions. As noted above, the option granted herein by the Company to Grantee is granted subject to all of the terms, conditions, and provisions of the Plan. Grantee hereby acknowledges receipt of a copy

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of the Plan and Plan prospectus and hereby consents to receive any updates to the Plan or Plan prospectus electronically. The parties agree that the entire text of the Plan is incorporated by reference as if copied herein. Reference is made to the Plan for a full description of the rights of Grantee, the adjustments to be made to the option in the event of changes in the capital structure or control of the Company, and all of the other terms, conditions and provisions of the Plan applicable to the option granted herein. If any of the provisions of this Agreement vary from or are in conflict with the Plan, the provisions of the Plan will be controlling.

7. Non-Transferability. Unless the Committee provides otherwise pursuant to Section 17(b) of the Plan, the option granted hereunder is not transferable or assignable by Grantee except by will or the laws of descent and distribution.

IN WITNESS WHEREOF, this Agreement is executed and entered into effective on the day and year first above expressed.

XTO ENERGY INC.
By:
Name:	Bob R. Simpson
Title:	Chairman of the Board and
	Chief Executive Officer
GRANTEE

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EX-10.3

EXHIBIT 10.3

FORM OF STOCK AWARD

AGREEMENT FOR EMPLOYEES UNDER THE

XTO ENERGY INC.

2004 STOCK INCENTIVE PLAN

THIS AGREEMENT is entered into this              day of                     , 200  , between XTO Energy Inc., a Delaware corporation (the “Company”), and                      (“Grantee”), pursuant to the provisions of the XTO Energy Inc. 2004 Stock Incentive Plan (the “Plan”). The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that Grantee is eligible to be a participant in the Plan and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the stock award set forth below to Grantee.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:

1. Grant of Stock Award. Subject to all of the terms, conditions and provisions of the Plan and of this Agreement, the Company hereby grants to Grantee under Section 10 of the Plan              shares of the common stock of the Company, par value one cent ($0.01) per share (the “Common Stock”), which shares will consist of authorized but unissued shares or issued shares reacquired by the Company. Such shares are being issued as a stock award in the form of performance shares under the Plan.

2. Vesting.              percent of the performance shares granted herein will vest when the Common Stock closes on the New York Stock Exchange at or above each of the following levels: $            , $             and $             per share. If the Common Stock is not

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listed on the New York Stock Exchange, then any reference in this Agreement to the New York Stock Exchange will be deemed to be the principal securities market on which the Common Stock is traded or quoted.

3. Grantee’s Agreement. Grantee expressly and specifically agrees that:

(a) With respect to the calendar year in which any of the performance shares vest, Grantee will include in his or her gross income for federal, state and local income tax purposes the fair market value of the performance shares that vested.

(b) The grant of performance shares is special incentive compensation that will not be taken into account as “wages” or “salary” in determining the amount of payment or benefit to Grantee under any other compensation or insurance plan of the Company.

(c) The Company may hold the certificate for unvested performance shares until the performance shares vest or the performance shares may be uncertificated shares issued in the name of the Grantee and held in a restricted account by the Company’s transfer agent.

(d) Grantee may pay to the Company any federal, state or local tax withholding owed as a result of the performance shares vesting with shares of Common Stock owned by Grantee on the date of vesting or with the shares of unrestricted Common Stock acquired upon vesting (the shares of Common Stock being valued at fair market value on the date of vesting).

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4. Term. Any performance shares which remain unvested on the seventh anniversary of the date of this Agreement will be canceled, will not vest, and will be returned to the Company.

5. Death or Disability. Upon death of Grantee, or upon termination of Grantee’s employment by reason of permanent disability (as determined by the Committee), all unvested performance shares granted herein will immediately vest.

6. Other Terms, Conditions and Provisions. As noted above, the performance shares herein granted by the Company to Grantee are granted subject to all of the terms, conditions and provisions of the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and Plan prospectus and hereby consents to receive any updates to the Plan or Plan prospectus electronically. The parties agree that the entire text of the Plan is incorporated by reference as if copied herein. Reference is made to the Plan for a full description of the rights of Grantee and all of the other terms, conditions and provisions of the Plan applicable to the performance shares granted herein. If any of the provisions of this Agreement vary from or are in conflict with the Plan, the provisions of the Plan will be controlling.

7. Non-Transferability. The performance shares granted hereunder are not transferable or assignable by Grantee.

8. Rights as a Stockholder. Grantee will have the voting, dividend, and other rights of stockholders of the Company prior to and upon vesting of the performance shares. If the performance shares are canceled, all such rights will then be canceled.

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9. No Employment Commitment. Grantee acknowledges that neither the grant of performance shares nor the execution of this Agreement by the Company will be interpreted or construed as imposing upon the Company any obligation to retain Grantee’s services for any stated period of time, which employment will continue to be at the pleasure of the Company at such compensation as it determines, unless otherwise provided in a written employment agreement signed by the Company and Grantee.

IN WITNESS WHEREOF, this Agreement is executed and entered into effective on the day and year first above expressed.

XTO ENERGY INC.
By:
Name:	Bob R. Simpson
Title:	Chairman of the Board and
	Chief Executive Officer
GRANTEE

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EX-10.4

EXHIBIT 10.4

FORM OF NONQUALIFIED STOCK OPTION

AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE

XTO ENERGY INC.

2004 STOCK INCENTIVE PLAN

THIS AGREEMENT is entered into this              day of                     , 200_, between XTO Energy Inc., a Delaware corporation (the “Company”), and                      , a non-employee Director of the Company (“Grantee”), pursuant to the provisions of the XTO Energy Inc. 2004 Stock Incentive Plan (the “Plan”). The Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors of the Company has determined that Grantee is eligible to be a participant in the Plan and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the nonqualified stock option set forth below to Grantee.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:

1. Grant of Nonqualified Stock Option. Subject to all of the terms, conditions, and provisions of the Plan and of this Agreement, the Company hereby grants to Grantee under Section 7 of the Plan a nonqualified stock option pursuant to which Grantee will have the right and option under the Plan to purchase from the Company all or any part of an aggregate of              shares of the common stock of the Company, par value one cent ($0.01) per share (the “Common Stock”), which shares will consist of authorized but unissued shares or issued shares reacquired by the Company. This option is not intended to be an Incentive Stock Option, as defined in the Plan.

2. Exercise Price. The exercise price payable by Grantee to the Company in exercise of this option will be $              per share, being the fair market value of the Common Stock on this date (the “Grant Date”) as determined pursuant to Section 2(n) of the Plan. Upon exercise of this option, Grantee must pay to the Company the exercise price for the shares of Common Stock issuable pursuant to the exercise with cash, by personal check or by payment through a Company approved broker-assisted cashless exercise arrangement. Except as otherwise prohibited by the Committee, Grantee may also pay to the Company all or a portion of the exercise price with Common Stock owned by Grantee on the date of exercise (the Common Stock being valued at fair market value on the date of exercise). The right to pay the exercise price with Common Stock is subject to Grantee providing satisfactory evidence, in the opinion of the Company, that Grantee directly owns or owns through a brokerage account on the date of exercise shares of Common Stock sufficient to pay the exercise price, and that the Grantee has owned such shares for six months or more.

3. Exercise Period. This option may be exercised only upon the following terms and conditions:

(a) Subject to acceleration pursuant to the terms of the Plan, one-third of the option will become exercisable on each of the first, second and third anniversaries of the Grant Date. Alternatively, ____% of the total number of shares subject to the option granted will become exercisable when the Common Stock closes on the New York Stock Exchange at or above each of the following levels: $_____, $_____, and $_____ per share. If the

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Common Stock is not listed on the New York Stock Exchange, then any reference in this Agreement to the New York Stock Exchange will be deemed to be the principal securities market on which the Common Stock is traded or quoted.

(b) The right to exercise the option will be cumulative. Unless the Company agrees otherwise, the option must be exercised in multiples of 10% of the option then exercisable.

(c) Any portion of the option that remains unexercised on the seventh anniversary of the Grant Date will expire. In addition, the option may expire earlier pursuant to the provisions of Section 18(d) of the Plan.

(d) The option may be exercised only if the shares of Common Stock to be issued upon the exercise are duly registered under the Securities Act of 1933 and applicable state securities laws, or unless the issuance is exempt from such registrations.

4. Grantee’s Agreement. Grantee expressly and specifically agrees that with respect to the calendar year in which all or any portion of the option is exercised, Grantee will include in his or her gross income for federal, state and local income tax purposes the amount, if any, by which the fair market value of the Common Stock on the date of exercise, as determined pursuant to the Plan, exceeds the exercise price times the number of shares acquired pursuant to such exercise.

5. Other Terms, Conditions, and Provisions. As noted above, the option granted herein by the Company to Grantee is granted subject to all of the terms,

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conditions and provisions of the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and Plan prospectus and hereby consents to receive any updates to the Plan or Plan prospectus electronically. The parties agree that the entire text of the Plan is incorporated by reference as if copied herein. Reference is made to the Plan for a full description of the rights of Grantee, the adjustments to be made to the option in the event of changes in the capital structure or control of the Company, and all of the other terms, conditions and provisions of the Plan applicable to the option granted herein. If any of the provisions of this Agreement vary from or are in conflict with the Plan, the provisions of the Plan will be controlling.

6. Non-Transferability. Unless the Committee provides otherwise pursuant to Section 17(b) of the Plan, the option granted hereunder is not transferable or assignable by Grantee except by will or the laws of descent and distribution.

IN WITNESS WHEREOF, this Agreement is executed and entered into effective on the day and year first above expressed.

XTO ENERGY INC.
By:
Name:	Bob R. Simpson
Title:	Chairman of the Board and
	Chief Executive Officer
GRANTEE

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EX-10.5

EXHIBIT 10.5

FORM OF STOCK AWARD

AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE

XTO ENERGY INC.

2004 STOCK INCENTIVE PLAN

THIS AGREEMENT is entered into this              day of                     , 200  , between XTO Energy Inc., a Delaware corporation (the “Company”), and                     , a non-employee Director of the Company (“Grantee”), pursuant to the provisions of the XTO Energy Inc. 2004 Stock Incentive Plan (the “Plan”). The Corporate Governance and Nominating Committee of the Board of Directors of the Company has determined that Grantee is eligible to be a participant in the Plan and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the stock award set forth below to Grantee.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:

1. Grant of Stock Award. Subject to all of the terms, conditions and provisions of the Plan and of this Agreement, the Company hereby grants to Grantee under Section 10 of the Plan              shares of the common stock of the Company, par value one cent ($0.01) per share (the “Common Stock”), which shares will consist of authorized but unissued shares or issued shares reacquired by the Company. Such shares are being issued as a stock award in the form of performance shares under the Plan.

2. Vesting. The performance shares granted herein will vest when the Common Stock closes on the New York Stock Exchange at or above $                     per share. Alternatively, one-third of the performance shares will vest on each of the first, second and third anniversaries of the date of this Agreement. If the Common Stock is not listed

on the New York Stock Exchange, then any reference in this Agreement to the New York Stock Exchange will be deemed to be the principal securities market on which the Common Stock is traded or quoted.

3. Grantee’s Agreement. Grantee expressly and specifically agrees that:

(a) With respect to the calendar year in which any of the performance shares vest, Grantee will include in his or her gross income for federal, state and local income tax purposes the fair market value of the performance shares that vested.

(b) The Company may hold the certificate for unvested performance shares until the performance shares vest or the performance shares may be uncertificated shares issued in the name of the Grantee and held in a restricted account by the Company’s transfer agent.

4. Term. Any performance shares that remain unvested on the seventh anniversary of the date of this Agreement will be canceled, will not vest, and will be returned to the Company.

5. Death or Termination of Service. Upon death of Grantee, or upon termination of Grantee’s service as a director for any other reason, all unvested performance shares granted herein will immediately vest.

6. Other Terms, Conditions and Provisions. As noted above, the performance shares herein granted by the Company to Grantee are granted subject to all of the terms, conditions and provisions of the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and Plan prospectus and hereby consents to receive any updates to

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the Plan or Plan prospectus electronically. The parties agree that the entire text of the Plan is incorporated by reference as if copied herein. Reference is made to the Plan for a full description of the rights of Grantee and all of the other terms, conditions and provisions of the Plan applicable to the performance shares granted herein. If any of the provisions of this Agreement vary from or are in conflict with the Plan, the provisions of the Plan will be controlling.

7. Non-Transferability. The performance shares granted hereunder are not transferable or assignable by Grantee.

8. Rights as a Stockholder. Grantee will have the voting, dividend, and other rights of stockholders of the Company prior to and upon vesting of the performance shares. If the performance shares are canceled, all such rights will then be canceled.

IN WITNESS WHEREOF, this Agreement is executed and entered into effective on the day and year first above expressed.

XTO ENERGY INC.
By:
Name:	Bob R. Simpson
Title:	Chairman of the Board and
	Chief Executive Officer
GRANTEE

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