8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 25, 2006

Burlington Resources Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-9971	91-1413284
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
717 Texas Avenue, Suite 2100, Houston, Texas		77002
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 713-624-9000

Not Applicable
______________________________________________
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:

[  ]  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 January 25, 2006, the Board of Directors of Burlington Resources Inc. (the "Company") and the Compensation Committee (the "Committee"), a committee of the Board of Directors, took the following actions concerning executive compensation.

2002 STOCK INCENTIVE PLAN

On January 25, 2006, the Company’s Board of Directors amended the Burlington Resources Inc. 2002 Stock Incentive Plan (the "2002 Plan") to provide that stock options and restricted stock granted after December 12, 2005 will not vest in full upon the merger of the Company and ConocoPhillips but instead will retain their normal vesting schedule subject to vesting in full in the event of certain qualifying terminations of employment.

The Committee approved grants of stock options under the 2002 Plan to certain employees of the Company, the terms and conditions of which are reflected on the revised form of stock option grant letter attached as Exhibit 10.1 (the "Options Grant Letter"). The grants to Executive Officers are set forth on the attached Exhibit 10.3.

The Committee approved grants of restricted stock under the 2002 Plan to certain employees of the Company, the terms and conditions of which are reflected on the form of restricted stock grant letter attached as Exhibit 10.2 (the "Restricted Stock Grant Letter"). The grants to Executive Officers are set forth on the attached Exhibit 10.3.

1997 EMPLOYEE STOCK INCENTIVE PLAN

On January 25, 2006, the Company’s Board of Directors amended the Burlington Resources Inc. 1997 Employee Stock Incentive Plan to provide that stock options and restricted stock granted after December 12, 2005 will not vest in full upon the merger of the Company and ConocoPhillips but instead will retain their normal vesting schedule subject to vesting in full in the event of certain qualifying terminations of employment.

2005 PERFORMANCE SHARE UNIT PLAN

As the Plan Administrator under the Burlington Resources Inc. 2005 Performance Share Unit Plan (the "2005 PSU Plan"), the Committee approved the vesting of 100% of the performance share units eligible to vest based on the Company’s relative total shareholder return and achievement of certain strategic, operating and financial objectives for the performance period which began January 1, 2005 and ended on December 31, 2005. Under the terms of the 2005 PSU Plan, participants receive a payment equal to the number of units then being vested multiplied by the average closing price of the Company’s common stock for the 20 business days immediately preceding and including December 31 of the performance period. Set forth on Exhibit 10.3 is a description of the payouts to the Executive Officers resulting from the vesting of their performance share units under the 2005 PSU Plan.

INCENTIVE COMPENSATION PLAN

In addition, the Committee determined the Corporate rating for the Company’s performance with respect to the key corporate objectives under the Burlington Resources Inc. Incentive Co mpensation Plan (the "Bonus Plan") and approved the pay-out amounts for the 2005 performance year. The bonus amounts paid to the Company’s Executive Officers are described on the attached Exhibit 10.3.

The Committee also approved the Corporate performance measures for bonuses to be awarded under the Bonus Plan for the 2006 performance year. In evaluating the Company’s 2006 performance, the Committee will consider, as in previous years, a combination of operating and financial objectives, including Return on Capital Employed, growth in Appraised Net Worth per share (calculated on a price normalized basis), Unit Cash Costs, Change in Production per Share and Reserve Replacement Costs. Return on Capital Employed and Unit Cash Costs will be evaluated in light of the Company’s performance relative to its self-constructed peer group and, for Return on Capital Employed, that result may be modified based on commodity prices. These measures will be specifically weighted and are consid ered to be critical to the Company’s fundamental goal of building shareholder value. In addition, the Committee has the discretion to modify the result of these measures based upon the Company’s relative Total Shareholder Return as compared to its self-constructed peer group and the Company’s environmental health and safety performance.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

The following are filed as exhibits to this report:

10.1 Form of stock option grant letter under the Burlington Resources Inc. 2002 Stock Incentive Plan.
10.2 Form of restricted stock grant letter under the Burlington Resources Inc. 2002 Stock Incentive Plan.
10.3 Executive Officer Compensation.

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.

	Burlington Resources Inc.
January 31, 2006	By:	L. David Hanower
		Name: L. David Hanower
		Title: Senior Vice President, Law and Administration

Exhibit Index

Exhibit No.	Description
10.1	Form of stock option grant letter under the Burlington Resources Inc. 2002 Stock Incentive Plan.
10.2	Form of restricted stock grant letter under the Burlington Resources Inc. 2002 Stock Incentive Plan.
10.3	Executive Officer Compensation.

EX-10.1

EXHIBIT 10.1

[BR Letterhead]

[Date]

[Name and Address]

Dear [ ]:

The Company offers Stock Options to its key employees as an incentive to focus on shareholder interests and long-term performance. As a key employee, you can impact the long-term performance of the Company and have been selected to participate in the Burlington Resources Inc. 2002 Stock Incentive Plan (“Plan”).

On [ ], you were awarded a grant of [      ] Incentive Stock Options (“ISOs”) and [      ] Non-Qualified Stock Options (“NQSOs”) for Burlington Resources Common Stock, at an exercise price of $[     ] per share.

One-half (1/2) of the stock options will vest and become exercisable after you have completed each of the first and second years respectively, of continuous employment with the Company or a subsidiary after [ ], except in the case of death or Permanent Disability (as defined by the Plan) or termination of your employment by the Company without Cause (as defined by the Plan) or your termination for Good Reason (as defined by the Plan). All of your ISOs will vest after the first year, subject to the terms and conditions of the Plan. Once vested, your NQSOs and ISOs may be exercised, in whole or in part, through [ ], and [     ], respectively, unless sooner terminated as a result of Plan provisions.

Other Information

If your employment with the Company terminates, all unvested options expire, except in certain circumstances described in the Plan, and vested options remain outstanding only to the extent and for the period provided in the Plan. Please be aware that the exercise of options has certain tax consequences. Please consult your personal tax advisor before exercising your options. For more information on these topics, please refer to the enclosed Summary Plan Description.

Exercise of your options must be confirmed in writing and delivered to the Corporate Secretary at the Corporate office in Houston, Texas, specifying the option to be exercised, exercise price and number of shares. In order to exercise an option, you must submit full payment in cash, BR Common Stock owned by you for at least six months and having a fair market value equal to the option price, or a combination of cash and BR Common Stock, or participate in a cashless exercise program through a broker approved in advance by the Corporate Secretary. You must also arrange

for the payment to the Company of applicable withholding taxes resulting from the exercise of the option once the Company has notified you of the amount due.

The Options are subject to all of the terms and conditions of the Plan. For more information regarding options, please refer to the Plan, the enclosed Plan Summary and Summary Plan Description.

If you have any questions, please call [ ] at [ ].

Sincerely,

[ ]

EXHIBIT 10.2

[BR Letterhead]

[Date]

[Name and Address]

Dear [ ]:

At the meeting of the Compensation Committee of the Board of Directors on [     ], you were awarded [     ] restricted shares of Burlington Resources common stock under the Company’s 2002 Stock Incentive Plan. This award is in recognition of your contribution to the continued success of Burlington Resources.

The restrictions on the stock will lapse automatically on [ ] if you are still employed with BR, or earlier if you die or incur a Permanent Disability (as defined in the Plan). If your employment is terminated without Cause (as defined in the Plan) or for Good Reason (as defined by the Plan) the restrictions will also lapse. During the restriction period these shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of. However, you may vote the shares and receive any dividends during the restricted period. Dividends will be paid directly to you.

Under current tax laws, no tax is due on the shares during the restriction period, except that dividends paid are taxed in the year received as ordinary income. When the restrictions lapse, ordinary income tax is due on the current market value of the shares. If you prefer, you may make a section 83(b) election to be taxed on the value of the stock at the time of grant, provided such election is made within 30 days of the grant date in accordance with IRS regulations. If such an election is made, dividends received during the restriction period will not be subject to withholding.

This grant is subject to all terms and conditions of the Plan.

Again, thank you for your efforts. If you have any questions, please contact [ ] in Human Resources.

Sincerely,

[ ]

EXHIBIT 10.3

EXECUTIVE OFFICER COMPENSATION

2002 Stock Incentive Plan

On January 25, 2006, the Compensation Committee granted the below listed number of stock options and restricted stock to the following executive officers of the Company:

Executive Officer	Stock Options		Restricted Stock
Bobby S. Shackouls		85,000		20,000
Randy L. Limbacher		30,000		8,500
Steven J. Shapiro		30,000		8,500
L. David Hanower		20,000		6,500
John A. Williams		20,000		6,500
Mark E. Ellis		17,000		4,500
Joseph P.McCoy		17,000		4,500

Incentive Compensation Plan

On January 25, 2006, the Compensation Committee approved awards under the Incentive Compensation Plan to the following executive officers of the Company as follows:

Bobby S. Shackouls	$	1,601,563
Randy L. Limbacher	$	859,375
Steven J. Shapiro	$	859,375

L. David Hanower $562,500

John A. Williams	$	500,025
Mark E. Ellis	$	330,000
Joseph P. McCoy	$	326,666

2005 Performance Share Unit Plan

On January 25, 2006, the Compensation Committee vested the below listed number of performance share units previously granted to the following officers of the Company resulting in the below listed payouts:

Executive Officer	Number of Units Vested		Payout
Bobby S. Shackouls		50,000	$	4,141,050
Randy L. Limbacher		17,500	$	1,449,368
Steven J. Shapiro		17,500	$	1,449,368
L. David Hanower		13,750	$	1,138,789
John A. Williams		13,750	$	1,138,789
Mark E. Ellis		10,000	$	828,210
Joseph P. McCoy		10,000	$	828,210