Exhibit 10.10.1
 
1
 
CONOCOPHILLIPS
KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN
2020 AMENDMENT AND RESTATEMENT
 
The ConocoPhillips
 
Key Employee
 
Supplemental Retirement
 
Plan (“KESRP”)
 
is hereby
amended
 
and
 
restated
 
effective
 
as
 
of
 
January
 
1,
 
2020
 
(except
 
where
 
another
 
date
 
is
specified herein with regard to a particular provision).
 
Immediately
 
prior
 
to
 
effectiveness
 
of
 
this
 
2020
 
Amendment
 
and
 
Restatement,
 
KESRP
was
 
and
 
remains
 
subject
 
to
 
the
 
2012
 
Restatement
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation Plan
 
of ConocoPhillips,
 
Title
 
II, which
 
was effective
 
as of.
 
the "Effective
Time"
 
defined in
 
the Employee
 
Matters Agreement
 
by and
 
between ConocoPhillips
 
and
Phillips
 
66
 
(the
 
"Effective
 
Time")
 
and
 
conditioned
 
on
 
the
 
occurrence
 
of
 
the
"Distribution"
 
defined
 
in
 
such
 
Employee
 
Matters
 
Agreement
 
(the
 
"Distribution"),
together
 
with
 
the
 
First
 
Amendment
 
to
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
Retirement
 
Plan
 
(2012
 
Restatement),
 
effective
 
September
 
1,
 
2015,
 
and
 
the
 
Second
Amendment
 
to
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
 
Retirement
 
Plan
 
(2012
Restatement), effective April 1, 2016.
 
Preamble
 
The
 
purpose
 
of
 
the
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
 
Retirement
 
Plan
 
(the
"Plan")
 
is
 
to
 
attract
 
and
 
retain
 
key
 
employees
 
by
 
providing
 
them
 
with
 
supplemental
retirement benefits.
 
The Plan
 
is sponsored
 
and maintained by
 
ConocoPhillips Company.
 
The
 
Plan
 
is
 
intended
 
to
 
be
 
and
 
shall
 
be
 
administered
 
in
 
part
 
as
 
an
 
unfunded
 
pension
excess
 
benefit
 
plan
 
within
 
the
 
meaning
 
of
 
ERISA
 
Section
 
3(36)
 
and
 
in
 
part
 
as
 
“a
 
plan
which
 
is
 
unfunded
 
and
 
is
 
maintained
 
by
 
an
 
employer
 
primarily
 
for
 
the
 
purpose
 
of
providing
 
deferred
 
compensation
 
for
 
a
 
select
 
group
 
of
 
management
 
or
 
highly
compensated employees” within the meaning of sections
 
201(2), 301(a)(3), and 401(a)(1)
of
 
ERISA.
 
Notwithstanding
 
any
 
other
 
provision
 
of
 
this
 
Plan,
 
this
 
Plan
 
shall
 
be
interpreted, operated, and administered in a manner consistent with these intentions.
 
 
Exhibit 10.10.1
 
2
 
 
PRE-AMERICAN JOBS CREATION
 
ACT OF 2004
GRANDFATHERED
 
PROVISIONS
 
Benefits
 
under
 
this
 
Plan,
 
formerly
 
called
 
the
 
Key
 
Employee
 
Supplemental
 
Retirement
Plan
 
of
 
Phillips
 
Petroleum
 
Company
 
(the
 
“Phillips
 
Plan”),
 
that
 
commenced
 
prior
 
to
January
 
1,
 
2005
 
(“AJCA-grandfathered
 
benefits”),
 
shall
 
be
 
subject
 
exclusively
 
to
 
the
terms
 
and
 
conditions
 
of
 
the
 
Phillips
 
Plan
 
in
 
effect
 
on
 
or
 
before
 
October
 
3,
 
2004.
 
No
change
 
in
 
the
 
ConocoPhillips
 
Retirement
 
Plan
 
adopted
 
subsequent
 
to
 
such
 
date
 
and
 
no
change
 
in
 
the
 
Phillips
 
Plan
 
or
 
in
 
the
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
Retirement
 
Plan
 
adopted
 
after
 
such
 
date
 
shall
 
apply
 
to
 
an
 
AJCA-grandfathered
 
benefit.
 
Provided,
 
however,
 
for
 
purposes
 
of
 
this
 
paragraph,
 
benefits
 
shall
 
be
 
deemed
 
to
 
have
commenced
 
prior
 
to
 
January
 
1,
 
2005,
 
and
 
shall
 
be
 
AJCA-grandfathered
 
benefits
 
if
 
the
relevant corporate officer
 
or committee approved
 
the Employee’s
 
petition regarding time
and
 
form
 
of
 
payment
 
before
 
January
 
1,
 
2005,
 
even
 
if
 
the
 
benefits
 
commenced
 
after
December 31,
 
2004.
 
The “relevant
 
corporate officer
 
or committee”
 
means the
 
person or
persons with the authority under the Phillips
 
Plan to approve a petition regarding the time
and form of payment.
 
SECTION I. Definitions
Terms used in
 
this Plan shall have the same meaning they have in the relevant Title
 
of the
ConocoPhillips Retirement Plan if they are not otherwise specifically defined herein.
As used in this Plan:
(a)
 
"Beneficiary"
 
shall
 
mean
 
a
 
person
 
or
 
persons
 
or
 
the
 
trustee
 
of
 
a
 
trust
 
for
 
the
benefit
 
of
 
a
 
person
 
designated
 
by
 
a
 
Participant
 
to
 
receive,
 
in
 
the
 
event
 
of
 
death,
any
 
unpaid
 
portion
 
of
 
a
 
Participant's
 
Benefits
 
from
 
this
 
Plan,
 
as
 
provided
 
in
Section III.
(b)
 
"Benefit" shall mean an obligation of the Company to pay amounts from the Plan.
(c)
 
"Board"
 
shall
 
mean
 
the
 
board
 
of
 
directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
 
Exhibit 10.10.1
 
3
 
(d)
 
"Code" shall
 
mean the
 
Internal Revenue
 
Code of
 
1986, as
 
amended from
 
time to
time, or any successor statute.
(e)
 
"Committee" shall
 
mean the
 
Nonqualified Plans
 
Benefit Committee
 
as appointed
from
 
time
 
to
 
time
 
by
 
the
 
Board;
 
provided,
 
however,
 
that
 
until
 
a
 
successor
 
is
appointed by
 
the Board,
 
the individual
 
serving as
 
the Company’s
 
Vice
 
President
with responsibility over human resources shall be sole member of the Committee.
(f)
 
"Company" shall mean
 
ConocoPhillips Company,
 
a Delaware corporation,
 
or any
successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(g)
 
"ConocoPhillips"
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
(h)
 
"Controlled
 
Group" shall mean ConocoPhillips and its Subsidiaries.
(i)
 
"Employee"
 
shall
 
mean
 
a
 
person
 
who
 
is
 
an
 
active
 
participant
 
or
 
a
 
terminated
vested participant in the Retirement Plan.
(j)
 
"ERISA"
 
shall
 
mean
 
the
 
Employee
 
Retirement
 
Income
 
Security
 
Act
 
of
 
1974,
 
as
amended from time to time, or any successor statute.
(k)
 
“Final
 
Average
 
Earnings”
 
shall
 
mean
 
“final
 
average
 
earnings”
 
as
 
that
 
term
 
is
defined in Title I of the ConocoPhillips Retirement Plan.
(l)
 
"Incentive
 
Compensation
 
Plan"
 
shall
 
mean
 
the
 
Incentive
 
Compensation
 
Plan
 
of
Phillips Petroleum Company,
 
the Annual Incentive Compensation Plan of Phillips
Petroleum Company,
 
the Variable
 
Cash Incentive Program
 
of ConocoPhillips,
 
or
successor plans or programs,
 
or all, as the context may require.
(m)
 
"KEDCP"
 
shall
 
mean
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips or a successor plan.
(n)
 
"MSBP"
 
shall
 
mean
 
the
 
Burlington
 
Resources
 
Inc.
 
Management
 
Supplemental
Benefits Plan (or any successor plan thereto).
(o)
 
"Participant"
 
shall
 
mean
 
an
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
a
 
benefit
 
from
this
 
Plan,
 
whether
 
as
 
an
 
active
 
participant
 
who
 
is
 
currently
 
employed
 
by
 
a
member
 
of
 
the
 
Controlled
 
Group
 
or
 
as
 
a
 
terminated
 
vested
 
participant
 
who
 
was
previously employed by a member of the Controlled Group.
 
Exhibit 10.10.1
 
4
 
(p)
 
"Participating
 
Subsidiary"
 
shall
 
mean
 
a Subsidiary
 
that
 
has
 
adopted
 
one
 
or more
plans making Participants eligible for participation in this Plan.
(q)
 
"Plan"
 
shall
 
mean
 
the
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
 
Retirement
Plan,
 
the
 
terms
 
of
 
which
 
are
 
stated
 
in
 
and
 
by
 
this
 
document.
 
The
 
Plan
 
is
sponsored and maintained by the Company.
(r)
 
"Plan Administrator" shall mean the Committee.
(s)
 
"Plan-age 55"
 
shall mean
 
the first
 
of the
 
calendar month
 
after an
 
Employee’s
 
age
55
 
or,
 
if
 
earlier,
 
the
 
date
 
the
 
applicable
 
title
 
of
 
the
 
Retirement
 
Plan
 
treats
 
the
Employee as being age 55.
(t)
 
"Plan Year"
 
shall mean January 1 through December 31.
(u)
 
"Restricted
 
Stock"
 
shall
 
mean
 
shares
 
of
 
Stock
 
which
 
have
 
certain
 
restrictions
attached
 
to
 
the
 
ownership
 
thereof.
 
It
 
shall
 
also
 
include
 
restricted
 
stock
 
units,
 
if
applicable,
 
being
 
units
 
each
 
of
 
which
 
shall
 
represent
 
a
 
hypothetical
 
share
 
of
Stock,
 
which
 
have
 
certain
 
restrictions
 
attached
 
to
 
the
 
ownership
 
thereof
 
or
 
the
delivery of shares pursuant thereto.
(v)
 
"Retirement
 
Plan"
 
shall
 
mean
 
the
 
ConocoPhillips
 
Retirement
 
Plan,
 
which
 
is
qualified under Code Section 401(a).
(w)
 
"Salary"
 
shall
 
mean
 
the
 
monthly
 
equivalent
 
rate
 
of
 
pay
 
for
 
an
 
Employee
 
before
adjustments for any before-tax voluntary reductions.
(x)
 
"Schedule
 
A
 
Employee"
 
shall
 
mean
 
an
 
Employee
 
whose
 
name
 
appears
 
in
Schedule A attached to and made a part of this Plan.
(y)
 
"Schedule
 
B
 
Employee"
 
shall
 
mean
 
an
 
Employee
 
whose
 
name
 
appears
 
in
Schedule B attached to and made a part of this Plan.
(z)
 
"Schedule
 
C
 
Employee"
 
shall
 
mean
 
an
 
Employee
 
whose
 
name
 
appears
 
in
Schedule C attached to and made a part of this Plan.
(aa)
 
"Separation from
 
Service" shall
 
mean the
 
date on
 
which the
 
Participant separates
from
 
service
 
with
 
the
 
Controlled
 
Group
 
within
 
the
 
meaning
 
of
 
Code
 
section
409A,
 
whether
 
by
 
reason
 
of
 
death,
 
disability,
 
retirement,
 
or
 
otherwise.
 
In
determining Separation
 
from Service,
 
with regard
 
to a
 
bona fide
 
leave of
 
absence
that is
 
due to
 
any medically
 
determinable physical
 
or mental
 
impairment that
 
can
be expected to result in
 
death or can be expected
 
to last for a continuous
 
period of
 
Exhibit 10.10.1
 
5
 
not
 
less
 
than
 
six
 
months,
 
where
 
such
 
impairment
 
causes
 
the
 
Employee
 
to
 
be
unable
 
to
 
perform
 
the
 
duties
 
of
 
his
 
or
 
her
 
position
 
of
 
employment
 
or
 
any
substantially similar
 
position of
 
employment, a
 
29-month period
 
of absence
 
shall
be
 
substituted
 
for
 
the
 
six-month
 
period
 
set
 
forth
 
in
 
section
 
1.409A-1(h)(1)(i)
 
of
the
 
regulations
 
issued
 
under
 
section
 
409A
 
of
 
the
 
Code,
 
as
 
allowed
 
thereunder.
 
For purposes
 
of this
 
Plan, Separation
 
from Service
 
shall not
 
include a
 
separation
caused by death.
(bb)
 
"Stock" means shares of common stock of ConocoPhillips, par value $.01.
(cc)
 
"Subsidiary"
 
shall mean
 
any corporation
 
or other
 
entity that
 
is treated
 
as a
 
single
employer
 
with
 
ConocoPhillips
 
under section
 
414(b),
 
(c),
 
or
 
(m)
 
of
 
the
 
Code.
 
In
applying section
 
1563(a)(1), (2),
 
and (3)
 
of the
 
Code for
 
purposes of
 
determining
a
 
controlled
 
group
 
of
 
corporations
 
under
 
section
 
414(b)
 
of
 
the
 
Code
 
and
 
for
purposes of
 
determining trades
 
or businesses
 
(whether or
 
not incorporated)
 
under
common
 
control
 
under
 
regulation
 
section
 
1.414(c)-2
 
for
 
purposes
 
of
 
section
414(c) of the Code, the language
 
“at least 80%” shall
 
be used without substitution
as allowed under regulations pursuant to section 409A of the Code.
(dd)
 
"Title
 
I"
 
shall
 
mean
 
Title
 
I
 
of
 
the
 
ConocoPhillips
 
Retirement
 
Plan
 
(Phillips
Retirement Income Plan).
(ee)
 
"Title II"
 
shall mean Title II of the ConocoPhillips Retirement Plan (Cash Balance
Account).
(ff)
 
"Title
 
III"
 
shall
 
mean
 
Title
 
III
 
of
 
the
 
ConocoPhillips
 
Retirement
 
Plan
 
(Tosco
Pension Plan).
(gg)
 
"Title IV" shall
 
mean Title
 
IV of the ConocoPhillips
 
Retirement Plan (Retirement
Plan of Conoco).
(hh)
 
"Total
 
Final Average
 
Earnings" shall mean
 
the sum of:
 
(i) the average of
 
the high
3
 
consecutive
 
Annual
 
Earnings,
 
(including
 
any
 
increases
 
under
 
Section
II(b)(i)(bb), (ee), (ff)
 
and (gg) of
 
this Plan, but
 
excluding Incentive Compensation
Plan
 
awards
 
and
 
any
 
increases
 
under
 
Section
 
II(b)(i)(aa),
 
(cc),
 
and
 
(dd)
 
of
 
this
Plan), paid or
 
deemed to be
 
paid in the
 
Employee’s
 
final eleven calendar
 
years of
employment
 
with
 
the
 
Company
 
or
 
a
 
Participating
 
Subsidiary
 
including
 
the
calendar
 
year
 
in
 
which
 
the
 
Employee’s
 
last
 
date
 
of
 
employment
 
with
 
the
 
 
Exhibit 10.10.1
 
6
 
Company or
 
a Participating
 
Subsidiary occurs;
 
plus (ii)
 
the average
 
of the
 
high 3
Incentive
 
Compensation
 
Plan
 
awards
 
(including
 
any
 
increases
 
under
 
Section
II(b)(i)(aa),
 
(cc),
 
or
 
(dd)
 
of
 
this
 
Plan,
 
but
 
excluding
 
any
 
increases
 
under
 
Section
II(b)(i)(bb),
 
(ee),
 
(ff)
 
and
 
(gg)
 
of
 
this
 
Plan)
 
paid
 
or
 
deemed
 
to
 
be
 
paid
 
in
 
the
Employee’s
 
final
 
eleven
 
calendar
 
years
 
of
 
employment
 
with
 
the
 
Company
 
or
 
a
Participating Subsidiary including
 
the calendar year
 
in which the
 
Employee’s
 
last
date
 
of
 
employment
 
with
 
the
 
Company
 
or
 
Participating
 
Subsidiary
 
occurs.
Provided,
 
however,
 
in
 
determining
 
Total
 
Final
 
Average
 
Earnings,
 
an
 
Incentive
Compensation
 
Plan
 
award
 
(and
 
any
 
increases
 
under
 
the
 
provisions
 
of
 
Section
II(b)(i)
 
cited
 
above)
 
shall
 
be
 
taken
 
into
 
consideration
 
only
 
if
 
the
 
Employee
 
to
whom
 
such
 
award
 
or
 
increase
 
applies,
 
was
 
at
 
the
 
time
 
of
 
the
 
award
 
or
 
increase,
classified
 
in
 
a
 
ConocoPhillips
 
salary
 
grade
 
19
 
or
 
above
 
job
 
or
 
any
 
equivalent
salary grade of Phillips Petroleum Company.
(ii)
 
"Trustee"
 
shall mean
 
the trustee
 
of the
 
grantor trust
 
established for
 
this Plan
 
by a
trust agreement between the Company and the trustee, or any successor trustee.
 
SECTION II.
 
Plan Accrued Benefit.
(a)
 
An
 
Employee
 
shall
 
be
 
entitled
 
to
 
payments
 
under
 
this
 
Plan
 
based on
 
an
 
accrued
benefit with
 
the following
 
components: (i)
 
his Title
 
I-related accrued
 
benefit, (ii)
his
 
Title
 
II-related accrued
 
Benefit,
 
(iii)
 
his
 
Title
 
III-related
 
accrued
 
benefit
 
(but
only with regard to an Employee who, on or after July
 
1, 2007, performed an hour
of
 
service
 
under
 
Title
 
III),
 
and
 
(iv)
 
his
 
Title
 
IV-related
 
accrued
 
benefit,
 
each
 
as
defined below.
 
An Employee
 
shall be
 
entitled to
 
payments under this
 
Plan to
 
the
same extent he is vested in his respective component under the Retirement Plan.
(b)
 
“Title I-related accrued benefit shall mean the sum of (i), (ii), and (iii) below:
(i)
 
The difference
 
between the
 
Employee’s
 
total accrued
 
benefit under Title
 
I
and
 
his
 
actual
 
accrued
 
benefit
 
under
 
Title
 
I.
 
For
 
this
 
purpose,
 
an
Employee’s
 
“total accrued
 
benefit under
 
Title
 
I” is
 
the accrued
 
benefit he
would have if
 
his accrued
 
benefit under Title
 
I were determined
 
under the
terms of Title I but with the following modifications:
 
Exhibit 10.10.1
 
7
 
(aa)
 
Include
 
in
 
Annual
 
Earnings
 
an
 
award
 
under
 
the
 
Incentive
Compensation
 
Plan
 
which
 
the
 
employee
 
deferred
 
under
 
the
 
terms
of the
 
KEDCP.
 
Include such
 
award in
 
the calendar
 
year in
 
which
the award would have been
 
paid to the Employee
 
if it had not been
deferred.
(bb)
 
Include in Annual Earnings salary that would have been paid
 
to the
Employee
 
but
 
for
 
the
 
fact
 
that
 
he
 
voluntarily
 
elected
 
to
 
defer
receipt
 
of
 
that
 
salary
 
under
 
the
 
terms
 
of
 
KEDCP.
 
Include
 
the
deferred
 
salary
 
in
 
Annual
 
Earnings
 
in
 
the
 
calendar
 
year
 
in
 
which
the salary would have been paid had it not been deferred.
(cc)
 
Include in Annual Earnings
 
the initial value
 
of a restricted stock
 
or
restricted stock unit award under
 
the Incentive Compensation Plan.
 
Include
 
that
 
value
 
in
 
Annual
 
Earnings
 
in
 
the
 
calendar
 
year
 
in
which the award was granted.
(dd)
 
Include
 
in
 
Annual
 
Earnings
 
the
 
value
 
of
 
any
 
special
 
award
specified by the Committee under the
 
terms of the special
 
award to
be included for
 
Annual Earnings purposes
 
under Title
 
I in the
 
year
in
 
which
 
any
 
applicable
 
restrictions
 
on
 
the
 
award
 
lapse
 
or,
 
if
deferred,
 
in
 
the
 
year
 
in
 
which
 
any
 
applicable
 
restrictions
 
would
have lapsed absent an election to defer.
(ee)
 
Disregard the
 
limitations on
 
compensation related
 
to Code
 
section
401(a)(17).
(ff)
 
Disregard the limitation on benefits related to Code section 415.
(gg)
 
If
 
an
 
Employee
 
is
 
eligible
 
to
 
receive
 
benefits
 
under
 
the
ConocoPhillips
 
Executive
 
Severance
 
Plan
 
or
 
under
 
the
ConocoPhillips Key
 
Employee Change in
 
Control Severance
 
Plan,
include in
 
Annual Earnings
 
an amount
 
determined by
 
dividing the
Employee’s Salary
 
by 4.3333 times
 
the number of weeks
 
or partial
weeks
 
from
 
the
 
date
 
the
 
Employee’s
 
employment
 
ends
 
with
 
the
Employer to the end of
 
that calendar year.
 
Provided, however, this
subsection
 
(gg)
 
shall
 
be
 
disregarded
 
to
 
the
 
extent
 
the
 
benefit
 
Exhibit 10.10.1
 
8
 
created
 
solely
 
by
 
operation
 
of
 
this
 
subsection
 
(gg)
 
is
 
provided
under the terms of Title I.
(hh)
 
With regard
 
to a Schedule
 
B Employee, determine
 
service credited
for purposes of benefit
 
accrual as if time
 
served while on a
 
Canada
payroll
 
were
 
time
 
served
 
on
 
a
 
United
 
States
 
payroll;
 
provided,
however, that,
 
if benefit accrual
 
is at any
 
time frozen under
 
Title I,
no further
 
service shall
 
be credited
 
from the
 
time such
 
freeze shall
become effective.
(ii)
 
In
 
the
 
case
 
of
 
an
 
Employee
 
who
 
terminated
 
employment
 
on
 
or
after
 
February
 
8,
 
1993,
 
the
 
Title
 
I-related
 
accrued
 
benefit
 
shall
include
 
an
 
additional
 
supplemental
 
accrued
 
benefit
 
calculated
under
 
the
 
terms
 
of
 
Title
 
I,
 
but
 
disregarding
 
the
 
limitation
 
on
compensation
 
that
 
is
 
taken
 
into
 
account,
 
using
 
as
 
final
 
average
earnings
 
the
 
difference,
 
if
 
any,
 
between
 
the
 
Total
 
Final
 
Average
Earnings and the Final Average Earnings used in Title
 
I.
(ii)
 
The Title
 
I-related accrued
 
benefit shall
 
also include
 
any benefit
 
provided
under Section IV
 
of this Plan.
(c)
 
“Title
 
II-related
 
accrued
 
benefit”
 
shall
 
mean
 
the
 
difference
 
between
 
the
Employee’s
 
total
 
accrued
 
benefit
 
under
 
Title
 
II
 
and
 
his
 
actual
 
accrued
 
benefit
under Title
 
II.
 
For this purpose,
 
an Employee’s
 
“total accrued benefit
 
under Title
II” is the
 
accrued benefit
 
he would have
 
if his accrued
 
benefit under Title
 
II were
determined under the terms of Title II but with the following modifications:
(i)
 
Include
 
in
 
Annual
 
Earnings
 
an
 
award
 
under
 
the
 
Incentive
 
Compensation
Plan
 
which
 
the
 
Employee
 
deferred
 
under
 
the
 
terms
 
of
 
the
 
KEDCP.
 
Include
 
such
 
award
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
 
which
 
the
 
award
would have been paid to the Employee if it had not been deferred.
(ii)
 
Include
 
in
 
Annual
 
Earnings
 
salary
 
that
 
would
 
have
 
been
 
paid
 
to
 
the
employee but for the fact that he voluntarily
 
elected to defer receipt of that
salary under
 
the terms
 
of KEDCP.
 
Include the
 
deferred salary
 
in
 
Annual
Earnings
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
 
which
 
the
 
salary
 
would
 
have
been paid had it not been deferred.
 
Exhibit 10.10.1
 
9
 
(iii)
 
Include
 
in
 
Annual
 
Earnings
 
the
 
initial
 
value
 
of
 
a
 
restricted
 
stock
 
or
restricted
 
stock
 
unit
 
award
 
under
 
the
 
Incentive
 
Compensation
 
Plan.
 
Include that
 
value in
 
Annual Earnings
 
in the
 
calendar month
 
and
 
year in
which the award was granted.
(iv)
 
Include in Annual Earnings the value of any special award specified by the
Committee under the terms
 
of the special award
 
to be included for
 
Annual
Earnings
 
purposes
 
under
 
Title
 
II
 
in
 
the
 
year
 
in
 
which
 
any
 
applicable
restrictions
 
on
 
the
 
award
 
lapse
 
or,
 
if
 
deferred,
 
in
 
the
 
year
 
in
 
which
 
any
applicable restrictions would have lapsed absent an election to defer.
(v)
 
Disregard
 
the
 
limitation
 
on
 
compensation
 
related
 
to
 
Code
 
section
401(a)(17).
(vi)
 
Disregard the limitation on benefits related to Code section 415.
(d)
 
“Title
 
III-related
 
accrued
 
benefit”
 
shall
 
mean
 
the
 
difference
 
between
 
the
Employee’s
 
total
 
accrued
 
benefit
 
under
 
Title
 
III
 
and
 
his
 
actual
 
accrued
 
benefit
under Title III.
 
For this purpose, an Employee’s
 
“total accrued benefit under Title
III” is the
 
benefit he would
 
have if his
 
accrued benefit were
 
determined under the
provisions of Title III but with the following modifications:
(i)
 
Include
 
in
 
Compensation
 
salary
 
that
 
would
 
have
 
been
 
paid
 
to
 
the
Employee
 
but
 
for
 
the
 
fact
 
that
 
he
 
voluntarily
 
elected
 
to
 
defer
 
receipt
 
of
that
 
salary
 
under
 
the
 
terms
 
of
 
KEDCP
 
or
 
a
 
similar
 
predecessor
 
program
but
 
only
 
if
 
such
 
salary
 
is
 
not
 
included
 
in
 
Compensation
 
for
 
purposes
 
of
calculating
 
the
 
Title
 
III
 
accrued
 
benefit
 
due
 
to
 
the
 
election
 
to
 
defer.
 
If
applicable,
 
include
 
the
 
deferred
 
salary
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
which the salary would have been paid had it not been deferred.
(ii)
 
Disregard
 
the
 
limitation
 
on
 
compensation
 
related
 
to
 
Code
 
section
401(a)(17).
(iii)
 
Disregard the limitation on benefits related to Code section 415.
(e)
 
“Title
 
IV-related
 
accrued
 
benefit”
 
shall
 
mean
 
the
 
difference
 
between
 
the
Employee’s
 
total
 
accrued
 
benefit
 
under
 
Title
 
IV
 
and
 
his
 
actual
 
accrued
 
benefit
under Title IV.
 
For this purpose, an Employee’s “total accrued benefit under
 
Title
 
Exhibit 10.10.1
 
10
 
IV” is the benefit
 
he would have if
 
his accrued benefit
 
were determined under
 
the
provisions of Title IV but with the following modifications:
(i)
 
Include
 
in
 
Compensation
 
salary
 
that
 
would
 
have
 
been
 
paid
 
to
 
the
Employee
 
but
 
for
 
the
 
fact
 
that
 
he
 
voluntarily
 
elected
 
to
 
defer
 
receipt
 
of
that
 
salary
 
under
 
the
 
terms
 
of
 
KEDCP
 
or
 
a
 
similar
 
predecessor
 
program
but
 
only
 
if
 
such
 
salary
 
is
 
not
 
included
 
in
 
Compensation
 
for
 
purposes
 
of
calculating
 
the
 
Title
 
IV
 
accrued
 
benefit
 
due
 
to
 
the
 
election
 
to
 
defer.
 
If
applicable,
 
include
 
the
 
deferred
 
salary
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
which the salary would have been paid had it not been deferred.
(ii)
 
Include
 
in
 
Compensation
 
any
 
Incentive
 
Compensation
 
Plan
 
award
 
that
would have
 
been paid
 
to the
 
Employee but
 
for the
 
fact that
 
he voluntarily
elected
 
to
 
defer
 
receipt
 
of
 
that
 
award
 
under
 
the
 
terms
 
of
 
KEDCP
 
or
 
a
similar
 
predecessor
 
program
 
but
 
only
 
if
 
such
 
award
 
is
 
not
 
included
 
in
Compensation for purposes of
 
calculating the Title
 
IV accrued benefit due
to
 
the
 
election
 
to
 
defer.
 
If
 
applicable,
 
include
 
the
 
deferred
 
award
 
in
 
the
calendar month
 
and year
 
in which
 
the award
 
would have
 
been paid
 
had it
not been deferred.
(iii)
 
Include in
 
Compensation
 
the
 
value
 
of
 
any
 
special
 
award specified
 
by
 
the
Committee
 
under
 
the
 
terms
 
of
 
the
 
special
 
award
 
to
 
be
 
included
 
for
compensation
 
purposes
 
under Title
 
IV
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
which any
 
applicable restrictions
 
on the
 
award lapse or,
 
if deferred,
 
in the
calendar month
 
and year
 
in which
 
any applicable
 
restrictions would
 
have
lapsed absent an election to defer.
(iv)
 
Disregard
 
the
 
limitation
 
on
 
compensation
 
related
 
to
 
Code
 
section
401(a)(17).
(v)
 
Disregard the limitation on benefits related to Code section 415.
(vi)
 
With
 
regard
 
to
 
a
 
Schedule
 
B
 
Employee,
 
determine
 
service
 
credited
 
for
purposes
 
of
 
benefit
 
accrual
 
as
 
if
 
time
 
served
 
while
 
on
 
a
 
Canada
 
payroll
were
 
time
 
served
 
on
 
a
 
United
 
States
 
payroll;
 
provided,
 
however,
 
that,
 
if
benefit accrual is at any time frozen under Title IV,
 
no further service shall
be credited from the time such freeze shall become effective.
 
Exhibit 10.10.1
 
11
 
(f)
 
 
Each of the components of the
 
accrued benefit under this Plan
 
(the Title I-related
accrued
 
benefit,
 
the
 
Title
 
II-related
 
accrued
 
benefit,
 
the
 
Title
 
III-related
 
accrued
benefit,
 
and
 
the
 
Title
 
IV-related
 
accrued
 
benefit)
 
shall
 
be
 
expressed as
 
a
 
straight
life
 
annuity
 
starting
 
at
 
the
 
age
 
that
 
is
 
the
 
normal
 
retirement
 
age
 
under
 
the
applicable title of the Retirement Plan in accordance with the following rules:
(i)
 
If the annuity
 
starting date
 
for the relevant
 
Retirement Plan
 
benefit occurs
on or before
 
the required
 
commencement date
 
under this
 
Plan, the
 
Title
 
I-
related
 
accrued
 
benefit,
 
the
 
Title
 
II-related
 
accrued
 
benefit,
 
the
 
Title
 
III-
related
 
accrued
 
benefit,
 
or
 
the
 
Title
 
IV-related
 
accrued
 
benefit,
 
as
 
is
applicable,
 
shall
 
first
 
be
 
calculated
 
as
 
of
 
the
 
Retirement
 
Plan
 
annuity
starting date related
 
to that
 
component benefit and
 
then shall be
 
converted
actuarially
 
to
 
a
 
straight
 
life
 
annuity
 
payable
 
at
 
age
 
65
 
applying
 
actuarial
assumptions
 
that
 
are
 
consistent
 
with
 
the
 
relevant
 
Title
 
of
 
the
 
Retirement
Plan.
 
The component accrued benefit
 
so calculated shall not
 
be increased
or decreased based on subsequent events.
(ii)
 
If the annuity starting date
 
for the relevant Retirement Plan
 
benefit has not
occurred
 
on
 
or
 
before
 
the
 
required
 
commencement
 
date
 
under
 
this
 
Plan,
the Title
 
I-related accrued
 
benefit, the
 
Title
 
II-related accrued
 
benefit, the
Title III-related
 
accrued benefit, or
 
the Title
 
IV-related
 
accrued benefit,
 
as
is applicable, shall
 
be calculated
 
as if
 
the relevant
 
Retirement Plan benefit
had an annuity
 
starting date
 
and a form
 
of payment
 
that is
 
the same as
 
the
required commencement
 
date
 
and
 
form
 
of
 
payment
 
under this
 
Plan.
 
The
resulting
 
component
 
benefit
 
shall
 
then
 
be
 
converted
 
actuarially
 
to
 
an
equivalent
 
straight
 
life
 
annuity
 
starting
 
at
 
age
 
65,
 
and
 
the
 
component
accrued benefit so calculated shall be the component accrued benefit under
this
 
Plan
 
and
 
shall
 
not
 
be
 
increased
 
or
 
decreased
 
based
 
on
 
subsequent
events.
(g)
 
The
 
component
 
accrued
 
benefit
 
described
 
in
 
subsection
 
(f)
 
above
 
shall
 
be
converted
 
to
 
the
 
actual
 
benefit
 
paid
 
under
 
this
 
Plan
 
applying
 
the
 
methodology
specified in the applicable title of the Retirement Plan.
 
For this purpose, the terms
of the
 
applicable title
 
of the
 
Retirement Plan
 
are those
 
in effect
 
as of
 
the annuity
 
Exhibit 10.10.1
 
12
 
starting date
 
used in
 
this Plan.
 
If the
 
applicable title
 
of the
 
Retirement Plan
 
does
not provide a
 
methodology,
 
a reasonable methodology,
 
as determined by
 
the Plan
Administrator, shall be used.
 
SECTION III.
 
DEATH
 
BENEFIT
(a)
 
If a Schedule A Employee chooses a 50% joint and survivor annuity and dies after
the annuity
 
starting date
 
of that
 
benefit, the
 
spouse beneficiary
 
will be
 
entitled to
payments
 
under
 
this
 
Plan
 
that
 
are
 
50%
 
of
 
the
 
payments
 
due
 
the
 
Schedule
 
A
Employee under this Plan during his lifetime.
(b)
 
If
 
an
 
Employee
 
who
 
is
 
not
 
a
 
Schedule
 
A
 
Employee
 
dies
 
prior
 
to
 
the
 
date
 
his
accrued
 
benefit
 
under
 
this
 
Plan
 
would
 
otherwise
 
commence,
 
this
 
Plan
 
shall
provide
 
a
 
death
 
benefit
 
if
 
the
 
applicable
 
title
 
of
 
the
 
Retirement
 
Plan
 
provides
 
a
death benefit
 
under that
 
circumstance. Any
 
death benefit
 
under this
 
Plan shall
 
be
paid in a lump sum
 
on the first day of the
 
first calendar month after death.
 
If there
is a delay in payment
 
of the lump sum,
 
regardless of the reason, the
 
Plan shall not
make an
 
adjustment to
 
reflect the
 
time value
 
of
 
money.
 
In the
 
case of
 
a
 
Title
 
I-
related
 
accrued
 
benefit
 
for
 
an
 
Employee
 
who
 
terminated
 
employment
 
before
September 1, 2004,
 
the death benefit,
 
if any,
 
shall be converted
 
to a present
 
value
and paid
 
to the
 
surviving spouse.
 
Except as
 
described in
 
the preceding
 
sentence,
the
 
death
 
benefit
 
shall
 
be
 
the
 
present
 
value
 
of
 
the
 
Employee’s
 
entire
 
accrued
benefit under this Plan payable in accordance with the following rules:
(i)
 
The
 
present
 
value
 
shall
 
be
 
paid
 
to
 
the
 
Employee’s
 
named
 
primary
Beneficiary
 
or
 
Beneficiaries
 
or,
 
if
 
applicable,
 
to
 
the
 
Employee’s
 
named
contingent Beneficiary
 
or Beneficiaries
 
if the
 
Beneficiary or
 
Beneficiaries
were named in a manner acceptable to the Plan Administrator.
(ii)
 
If
 
the
 
Employee
 
had
 
not,
 
prior
 
to
 
his
 
death,
 
named
 
any
 
Beneficiary
 
in
 
a
manner
 
acceptable
 
to
 
the
 
Plan
 
Administrator,
 
the
 
present
 
value
 
shall
 
be
paid to the Employee’s estate.
(iii)
 
The
 
present
 
value
 
shall
 
be
 
paid
 
in
 
a
 
lump
 
sum
 
and
 
shall
 
be
 
calculated
using
 
the
 
first
 
of
 
the
 
month
 
after
 
death
 
as
 
the
 
annuity
 
starting
 
date
 
and
 
 
 
Exhibit 10.10.1
 
13
 
applying
 
the
 
rules
 
described
 
in
 
Section
 
II(f)
 
and
 
(g)
 
of
 
this
 
Plan
 
for
determining the amount to be paid.
(iv)
 
If
 
a
 
beneficiary
 
makes
 
a
 
“qualified
 
disclaimer”
 
as
 
that
 
term
 
is
 
defined
 
in
section
 
2518
 
of
 
the
 
Code,
 
and
 
the
 
Plan
 
Administrator
 
receives
 
a
 
copy
 
of
the
 
disclaimer
 
within
 
9
 
months
 
after
 
the
 
employee’s
 
death
 
and
 
before
payment of the death benefit under this Plan, at the place designated by the
Plan
 
Administrator,
 
the
 
Plan
 
will
 
be
 
administered
 
as
 
if
 
the
 
disclaiming
beneficiary had died before the Employee.
 
SECTION IV.
 
Special Provisions for Certain Heritage Employees
(a)
 
Special
 
Provision
 
for
 
Former
 
ARCO
 
Alaska
 
Employees.
 
Notwithstanding
 
any
provisions
 
to
 
the
 
contrary,
 
in
 
order
 
to
 
comply
 
with
 
the
 
terms
 
of
 
the
 
Board
approved Master Purchase
 
and Sale Agreement
 
(“Sale Agreement”) by
 
which the
Company
 
acquired
 
certain
 
Alaskan
 
assets
 
of
 
Atlantic
 
Richfield
 
Company,
 
Inc.
(“ARCO”), the following supplemental payments will be made:
(i)
 
The
 
payments
 
which
 
would
 
have
 
been
 
received
 
under
 
Article
 
XXIV
 
–
ARCO
 
Flight
 
Crew
 
of
 
Title
 
I of
 
the
 
Retirement
 
Plan
 
for
 
those
 
who
 
were
classified
 
as
 
an
 
Aviation
 
Manager,
 
Chief
 
Pilot,
 
Assistant
 
Chief
 
Pilot,
Captain
 
or
 
Reserve
 
Captain
 
as
 
of
 
July
 
31,
 
2000
 
if
 
they
 
had
 
been
 
eligible
for those
 
benefits under
 
Title
 
I of
 
the Retirement
 
Plan, except
 
that if
 
they
receive
 
a
 
limited
 
social
 
security
 
makeup
 
benefit
 
from
 
Title
 
I
 
of
 
the
Retirement Plan it will be offset from the benefit payable from the Plan.
(ii)
 
A
 
final
 
ARCO
 
Supplemental
 
Executive
 
Retirement
 
Plan
 
(SERP)
 
benefit
will
 
be
 
calculated
 
at
 
the
 
earlier
 
of
 
the
 
time
 
an
 
Employee
 
who
 
had
 
an
ARCO
 
SERP
 
benefit
 
terminates
 
employment
 
or,
 
2
 
years
 
following
 
the
ARCO/BP
 
Amoco p.l.c.
 
merger,
 
April
 
17, 2002
 
(“calculation date”).
 
The
SERP benefit attributable to service through July 31, 2000 shall
 
be paid by
BP Amoco
 
p.l.c. and
 
the difference
 
shall be
 
paid by
 
this Plan.
 
The SERP
calculation will be done
 
as if the Employee
 
had continued to participate
 
in
the
 
Atlantic
 
Richfield
 
Retirement
 
Plan
 
and
 
SERP
 
up
 
to
 
the
 
calculation
date. The ARCO Annual Incentive Plan (AIP) amount used will be:
 
 
Exhibit 10.10.1
 
14
 
(A)
 
If
 
the
 
Employee
 
terminates
 
employment
 
involuntarily
 
prior
 
to
April
 
17,
 
2002,
 
the
 
highest
 
of
 
the
 
actual
 
AIP
 
in
 
the
 
last
 
3
 
years
including
 
the
 
AIP
 
target
 
payment
 
amount
 
for
 
years
 
after
 
1999
 
or
the
 
payment
 
received
 
under
 
Phillips
 
Annual
 
Incentive
Compensation Plan.
(B)
 
If the
 
Employee terminates
 
employment voluntarily
 
prior to
 
April
17,
 
2002,
 
or
 
if
 
the
 
calculation
 
is
 
made
 
as
 
of
 
April
 
17,
 
2002,
 
then
the AIP will include the highest 3 year average using
 
the highest of
the
 
actual
 
AIP,
 
the
 
AIP
 
target
 
payment
 
amount
 
for
 
years
 
after
1999,
 
or
 
the
 
payment
 
received
 
under
 
Phillips
 
Annual
 
Incentive
Compensation
 
Plan.
 
Any
 
benefit
 
paid
 
by
 
this
 
Plan
 
under
 
this
Section
 
IV(b)(ii)
 
and
 
the
 
SERP
 
benefit
 
paid
 
by
 
BP
 
Amoco
 
p.l.c.
shall offset the benefit payable from this Plan.
(b)
 
Special Provision
 
for Select
 
Heritage Burlington
 
Resources Employees
 
in Canada.
 
With regard to the employees listed on Schedule C, the following shall apply:
(i)
 
The Schedule C Employee will become a Participant in the Plan, solely for
the
 
purpose
 
of
 
providing
 
a
 
further
 
benefit
 
(the
 
“Additional
 
Benefit”),
calculated
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
subsection
 
IV(b).
 
Payment of
 
the Additional
 
Benefit shall
 
be made
 
at the
 
same time
 
and in
the
 
same
 
form
 
as
 
the
 
benefits
 
paid,
 
or
 
payable,
 
under
 
the
 
MSBP
 
with
regard to Non-Grandfathered Benefits, as that term is used in the MSBP.
(ii)
 
Additional Benefit
 
shall mean
 
the difference
 
between the
 
Putative MSBP
Benefit and the Offsetting Benefits, both as described below.
 
The Putative
MSBP
 
Benefit
 
shall
 
mean
 
the
 
difference
 
between
 
the
 
Schedule
 
C
Employee’s
 
total
 
accrued
 
benefit
 
under
 
Title
 
VI
 
of
 
the
 
CPRP
 
and
 
his
actual
 
accrued
 
benefit
 
under
 
Title
 
VI.
 
For
 
this
 
purpose,
 
a
 
Schedule
 
C
Employee’s
 
“total
 
accrued
 
benefit
 
under
 
Title
 
VI”
 
is
 
the
 
accrued
 
benefit
he would have if his accrued benefit under Title
 
VI were determined under
the terms of Title VI but with the following modifications:
 
Exhibit 10.10.1
 
15
 
(A)
 
Include
 
in
 
Annual
 
Earnings
 
any
 
compensation
 
included
 
under
 
the
MSBP,
 
including
 
it
 
in
 
the
 
calendar
 
year
 
to
 
which
 
it
 
would
 
have
been credited under the MSBP.
(B)
 
Disregard the
 
limitations on
 
compensation related
 
to Code
 
section
401(a)(17).
(C)
 
Disregard the limitation on benefits related to Code section 415.
(D)
 
Determine
 
service
 
credited
 
for
 
purposes
 
of
 
benefit
 
accrual
 
by
taking
 
into
 
account
 
any
 
service
 
granted
 
to
 
the
 
Schedule
 
C
Employee
 
and
 
any
 
benefit
 
formula
 
adjustments
 
required
 
by
 
an
employment
 
contract
 
with
 
the
 
Employer;
 
provided,
 
further,
 
that
with regard
 
to a
 
Schedule C
 
Employee, determine
 
service credited
for purposes of benefit
 
accrual as if time
 
served while on a
 
Canada
payroll
 
were
 
time
 
served
 
on
 
a
 
United
 
States
 
payroll;
 
provided,
however,
 
that,
 
if
 
benefit
 
accrual
 
is
 
at
 
any
 
time
 
frozen
 
under
 
Title
VI,
 
no
 
further
 
service
 
shall
 
be
 
credited
 
from
 
the
 
time
 
such
 
freeze
shall become effective.
 
Furthermore,
 
in
 
determining
 
the
 
Additional
 
Benefit,
paragraphs
 
(f)
 
and
 
(g)
 
of
 
Section
 
II
 
of
 
the
 
Plan
 
shall
 
apply;
provided, that,
 
such paragraph
 
(f) shall
 
be construed
 
as if
 
the Title
VI
 
related
 
benefit
 
described
 
in
 
this
 
paragraph
 
were
 
among
 
the
CPRP Titles listed in such paragraph (f).
(iii)
 
The Offsetting
 
Benefits shall
 
mean any
 
benefit, other
 
than the
 
Additional
Benefit,
 
provided
 
to
 
the
 
Schedule
 
C
 
Employee
 
under
 
a
 
defined
 
benefit
plan
 
of
 
ConocoPhillips,
 
including
 
but
 
not
 
limited
 
to
 
the
 
ConocoPhillips
Retirement
 
Plan
 
(and
 
any
 
successor
 
plan),
 
the
 
ConocoPhillips
 
Key
Employee
 
Supplemental
 
Retirement
 
Plan
 
(and
 
any
 
successor
 
plan),
 
and
the
 
Burlington
 
Resources
 
Inc.
 
Management
 
Supplemental
 
Benefits
 
Plan
(and any
 
successor plan);
 
provided, however,
 
that a
 
benefit plan
 
shall not
be
 
considered
 
unless
 
it
 
is
 
subject
 
to
 
the
 
Employee
 
Retirement
 
Income
Security Act of 1974, as
 
amended (ERISA) and is a
 
“defined benefit plan”
(as defined in section 3(35) of
 
ERISA), including any such plan regardless
 
 
Exhibit 10.10.1
 
16
 
of whether it
 
might also be
 
considered an “excess
 
benefit plan” as
 
defined
in section 3(36) of ERISA.
Nothing
 
in
 
this
 
subsection
 
IV(b)
 
is
 
intended
 
to
 
affect
 
the
 
other
 
operations
 
or
provisions of the Plan.
 
If the Schedule C Employee is, under the provisions of the
Plan, otherwise
 
eligible to
 
participate in
 
the Plan,
 
the Schedule
 
C Employee
 
will
do so in accordance with those provisions.
 
SECTION V.
 
Payment of Benefits.
(a)
 
Schedule A Employees
(i)
 
With
 
respect
 
to
 
a
 
Schedule
 
A
 
Employee,
 
the
 
accrued
 
benefit
 
under
 
this
Plan shall
 
be paid
 
as a
 
straight life
 
annuity for
 
the life
 
of the
 
Schedule A
Employee
 
commencing
 
in
 
December,
 
2005,
 
or
 
if
 
later,
 
six
 
months
 
after
Separation
 
from
 
Service.
 
The
 
annuity
 
starting
 
date
 
for
 
calculating
 
the
Title I-related and Title
 
IV-related
 
component annuity shall be the annuity
starting
 
date
 
used
 
in
 
determining
 
the
 
Schedule
 
A
 
Employee’s
 
Title
 
I
 
or
Title
 
IV benefit,
 
as
 
applicable, and
 
the
 
Plan shall
 
pay interest
 
at a
 
rate of
3% per
 
annum on
 
each delayed
 
payment from
 
the annuity
 
starting date
 
to
December 1,
 
2005.
 
The
 
annuity starting
 
date
 
for
 
calculating the
 
Title
 
II-
related
 
component
 
annuity
 
shall
 
be
 
December
 
1,
 
2005,
 
or,
 
if
 
later
 
six
months after Separation from Service.
(ii)
 
Provided,
 
however,
 
notwithstanding
 
subsection
 
(a)(i),
 
a
 
Schedule
 
A
Employee has the following choice or choices:
(aa)
 
A
 
Schedule
 
A
 
Employee
 
who
 
is
 
married
 
may,
 
on
 
or
 
before
December
 
1,
 
2005,
 
elect,
 
in
 
writing,
 
to
 
receive
 
a
 
50%
 
joint
 
and
survivor
 
annuity
 
with
 
the
 
spouse
 
as
 
survivor
 
commencing
 
in
December, 2005,
 
with the
 
rules regarding
 
the annuity
 
starting date
and
 
the
 
payment
 
of
 
interest
 
being
 
as
 
described
 
in
 
subsection
 
(i)
above; or
(bb)
 
Any
 
Schedule
 
A
 
Employee
 
may
 
elect
 
on
 
or
 
before
 
December
 
1,
2005, to
 
cancel,
 
in writing,
 
participation in
 
this Plan
 
in which
 
case
the
 
Schedule
 
A
 
Employee
 
shall
 
receive
 
the
 
present
 
value
 
of
 
his
 
Exhibit 10.10.1
 
17
 
entire
 
accrued
 
benefit
 
under
 
this
 
Plan
 
on
 
or
 
before
 
December
 
31,
2005,
 
and
 
shall
 
thereafter
 
have
 
no
 
rights
 
or
 
benefits
 
under
 
this
Plan.
 
Provided, however, if
 
a Schedule A Employee is
 
rehired and
becomes employed
 
by the
 
Employer after
 
2005, he
 
may thereafter
accrue
 
a
 
new
 
benefit
 
under
 
this
 
Plan
 
unrelated
 
to
 
the
 
cancelled
benefit.
(aaa)
 
For
 
a
 
Title
 
I-related
 
accrued
 
benefit
 
and
 
a
 
Title
 
IV-related
accrued
 
benefit,
 
the
 
present
 
value
 
will
 
be
 
determined
applying
 
the
 
rules
 
regarding
 
the
 
annuity
 
starting
 
date
 
and
the payment of interest as described in subsection (a)(i).
(bbb)
 
For a Title II-related accrued benefit, the present value shall
be based
 
on the
 
value of
 
the Schedule
 
A Employee’s
 
Title
II-related cash balance account as of December 1, 2005.
(ccc)
 
If
 
a
 
Schedule
 
A
 
Employee
 
dies
 
after
 
electing
 
to
 
cancel
participation but before payment is made, the payment shall
be made to his estate on or before December 31, 2005.
(iii)
 
If
 
a
 
Schedule
 
A
 
Employee
 
is
 
rehired
 
after
 
2005
 
and
 
thereafter
 
accrues
 
a
benefit
 
in
 
this
 
Plan,
 
he
 
shall
 
not
 
be
 
considered
 
a
 
Schedule
 
A
 
Employee
with respect to such post-2005 accrued benefit.
(b)
 
Employees other
 
than Schedule
 
A Employees
 
-- With
 
respect to
 
Employees who
are not Schedule A Employees, the benefit under this Plan,
 
shall be calculated and
paid as follows:
(i)
 
Commencement --
 
Unless the
 
accrued benefit
 
has been
 
or will
 
be paid
 
on
account of the Employee’s
 
death as described in Section
 
III(b), the present
value
 
of
 
the
 
Employee’s
 
accrued
 
benefit
 
shall
 
be
 
paid
 
in
 
a
 
lump
 
sum
 
on
the
 
later
 
of:
 
the
 
Employee’s
 
Plan-age
 
55
 
or
 
the
 
first
 
day
 
of
 
the
 
seventh
calendar
 
month
 
after
 
the
 
Employee’s
 
Separation
 
from
 
Service;
 
but
 
in
 
no
event earlier than November 1, 2006.
(ii)
 
Annuity Starting Date for calculating the present value:
(aa)
 
If the applicable commencement date
 
for a Title
 
I-related or a Title
IV-related
 
accrued
 
benefit
 
is
 
the
 
first
 
day
 
of
 
the
 
seventh
 
calendar
 
 
 
Exhibit 10.10.1
 
18
 
month after Separation from Service,
 
the annuity starting date
 
used
in
 
calculating
 
the
 
present
 
value
 
shall
 
be
 
the
 
later
 
of:
 
the
Employee’s Plan-age
 
55 or the first
 
day of the first
 
calendar month
after
 
the
 
Employee’s
 
Separation
 
from
 
Service;
 
and
 
the
 
Plan
 
shall
pay
 
interest
 
from
 
the
 
annuity
 
starting
 
date
 
to
 
the
 
commencement
date
 
at
 
the
 
6
 
month
 
T-Bill
 
rate
 
(as
 
determined
 
by
 
the
 
Plan
Administrator)
 
in
 
effect
 
on
 
the
 
annuity
 
starting
 
date.
 
If
 
the
applicable
 
commencement
 
date
 
for
 
a
 
Title-II-related
 
accrued
benefit
 
is
 
the
 
first
 
day
 
of
 
the
 
seventh
 
calendar
 
month
 
after
Separation from Service, the annuity starting date shall be the same
as the commencement date.
(bb)
 
Except as
 
provided in
 
the second
 
sentence of
 
this subsection
 
(bb),
if
 
the
 
applicable
 
commencement
 
date
 
is
 
the
 
Employee’s
 
Plan-age
55
 
or
 
November
 
1,
 
2006,
 
the
 
annuity
 
starting
 
date
 
used
 
in
calculating
 
the
 
present
 
value
 
shall
 
be
 
the
 
same
 
as
 
the
commencement
 
date.
 
Provided,
 
however,
 
in
 
the
 
case
 
of
 
an
Employee
 
whose
 
Separation
 
from
 
Service
 
is
 
in
 
2006
 
and
 
whose
commencement
 
date
 
under
 
this
 
Plan
 
is
 
November
 
1,
 
2006,
 
the
annuity starting
 
date used
 
in calculating
 
the present
 
value shall
 
be
the later of:
 
the Employee’s
 
Plan-age 55 or the
 
first day of
 
the first
calendar month after
 
the Employee’s
 
Separation from Service;
 
and
the Plan
 
shall pay
 
simple interest
 
from the
 
annuity starting
 
date to
November
 
1,
 
2006,
 
at
 
the
 
6
 
month
 
T-Bill
 
rate
 
(as
 
determined
 
by
the Plan Administrator) in effect on the annuity starting date.
(iii)
 
Except
 
as
 
specifically
 
provided
 
in
 
subsections
 
(b)(ii)(aa)
 
and
 
(bb),
 
the
Plan shall
 
not make
 
an adjustment
 
of the
 
benefit to
 
reflect the
 
time value
of money if there is delay in paying the benefit for any reason.
 
SECTION VI.
 
Method of Providing Benefits.
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts
 
to
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Accounts
 
shall
 
represent
 
the
 
 
 
 
 
Exhibit 10.10.1
 
19
 
Company’s
 
unfunded
 
and
 
unsecured
 
promise
 
to
 
pay
 
compensation
 
in
 
the
 
future.
 
With
 
respect to
 
said
 
amounts,
 
the
 
relationship
 
of the
 
Company
 
and
 
a
 
Participant
shall be
 
that of
 
debtor and
 
general unsecured
 
creditor.
 
While the
 
Company may
make investments for
 
the purpose of
 
measuring and meeting
 
its obligations under
this Plan
 
such investments shall
 
remain the sole
 
property of
 
the Company
 
subject
to claims of its creditors generally, and shall not be deemed to form or be included
in any part of the Deferred Compensation Accounts.
(b)
 
Funding.
 
It is
 
the intention
 
of the
 
Company that
 
this
 
Plan
 
shall be
 
unfunded for
federal tax
 
purposes and
 
for purposes
 
of Title
 
I of
 
ERISA.
 
All amounts
 
payable
under this
 
Plan
 
shall
 
be paid
 
solely
 
from
 
the
 
general assets
 
of
 
the
 
Company
 
and
any rights accruing to a Participant or Beneficiary under this Plan shall be those of
a
 
general
 
creditor;
 
provided,
 
however,
 
that
 
the
 
Company
 
may
 
establish
 
one
 
or
more
 
grantor
 
trusts
 
to
 
satisfy
 
part
 
or
 
all
 
of
 
the
 
Company's
 
Plan
 
payment
obligations so long as this
 
Plan remains unfunded for purposes of
 
sections 201(2),
301(a)(3), and 401(a)(1) of ERISA.
(c)
 
Effect
 
of
 
Taxation.
 
If
 
a
 
portion
 
of
 
a
 
Participant’s
 
Benefits
 
under
 
the
 
Plan
 
is
includible
 
in
 
income
 
under
 
Code
 
section
 
409A,
 
such
 
portion
 
shall
 
be
 
distributed
immediately to the Participant.
 
(d)
 
Acceleration of Payment of Benefits.
 
Notwithstanding any other provision of this
Plan to
 
the contrary,
 
except as
 
provided
 
in Section
 
XI(g) and
 
below,
 
in no
 
event
shall this
 
Plan permit
 
the acceleration
 
of the
 
time or
 
schedule of
 
any payment
 
or
distribution
 
under this
 
Plan, except
 
that
 
the
 
Plan
 
Administrator
 
may
 
accelerate
 
a
payment or distribution under this Plan to
 
comply with a certificate of divestiture,
as provided
 
in section
 
1.409A-3(j)(4)(iii) of
 
the Treasury
 
regulations.
 
Moreover,
if a
 
portion of
 
a
 
Participant's
 
Benefit (and
 
earnings,
 
gains, and
 
losses
 
thereon) is
includible
 
in
 
income
 
under
 
Code
 
section
 
409A,
 
then
 
such
 
portion
 
shall
 
be
distributed
 
immediately
 
to
 
the
 
Participant
 
in
 
accordance
 
with
 
section
 
1.409A-
3(j)(4)(vii) of the Treasury regulations.
 
SECTION VII.
 
Nonassignability.
 
 
Exhibit 10.10.1
 
20
 
The
 
interest
 
of
 
a
 
Participant
 
or
 
his
 
Beneficiary
 
or
 
Beneficiaries
 
hereunder
 
may
 
not
 
be
sold,
 
transferred,
 
assigned,
 
or
 
encumbered
 
in
 
any
 
manner,
 
either
 
voluntarily
 
or
involuntarily,
 
and
 
any
 
attempt
 
so
 
to
 
anticipate,
 
alienate,
 
sell,
 
transfer,
 
assign,
 
pledge,
encumber, or
 
charge the
 
same shall be null
 
and void; neither
 
shall the Benefits
 
hereunder
be
 
liable
 
for
 
or
 
subject
 
to
 
the
 
debts,
 
contracts,
 
liabilities,
 
engagements,
 
or
 
torts
 
of
 
any
person
 
to
 
whom
 
such
 
Benefits
 
or
 
funds
 
are
 
payable,
 
nor
 
shall
 
they
 
be
 
an
 
asset
 
in
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.
 
SECTION VIII.
 
Administration.
(a)
 
The
 
Plan
 
shall
 
be
 
administered
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Plan
Administrator may
 
delegate to
 
employees of
 
the Company
 
or any
 
member of
 
the
Controlled
 
Group
 
the
 
authority
 
to
 
execute
 
and
 
deliver
 
such
 
instruments
 
and
documents,
 
to
 
do
 
all
 
such
 
acts
 
and
 
things,
 
and
 
to
 
take
 
such
 
other
 
steps
 
deemed
necessary,
 
advisable, or
 
convenient for
 
the effective
 
administration of
 
the Plan
 
in
accordance
 
with
 
its
 
terms
 
and
 
purpose,
 
except
 
that
 
the
 
Plan
 
Administrator
 
may
not
 
delegate
 
any
 
discretionary
 
authority
 
with
 
respect
 
to
 
substantive
 
decisions
 
or
functions regarding
 
the Plan
 
or Benefits
 
under the
 
Plan.
 
The Plan
 
Administrator
may designate
 
a third
 
party to
 
provide services
 
that may
 
include record
 
keeping,
Participant accounting, Participant communication, payment of installments
 
to the
Participant,
 
tax
 
reporting,
 
and
 
any
 
other
 
services
 
specified
 
in
 
an
 
agreement
 
with
such third
 
party.
 
The Plan
 
Administrator may
 
adopt such
 
rules, regulations,
 
and
forms
 
as
 
deemed
 
desirable
 
for
 
administration
 
of
 
the
 
Plan
 
and
 
shall
 
have
 
the
discretionary
 
authority
 
to
 
allocate
 
responsibilities
 
under
 
the
 
Plan
 
to
 
such
 
other
persons
 
as
 
may
 
be
 
designated.
 
The
 
Plan
 
Administrator
 
shall
 
have
 
absolute
discretion
 
in
 
carrying
 
out
 
its
 
responsibilities,
 
and
 
all
 
interpretations,
 
findings
 
of
fact
 
and
 
resolutions
 
described
 
herein
 
which
 
are
 
made
 
by
 
the
 
Plan
 
Administrator
shall be binding, final and conclusive on all parties.
 
The Plan
 
Administrator
 
and his
 
or her
 
delegates shall
 
serve without
 
bond
and without
 
compensation for
 
services under
 
this Plan.
 
All expenses
 
of the
 
Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the
 
Company.
 
None
 
of
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
shall
 
be
 
Exhibit 10.10.1
 
21
 
liable
 
for
 
any
 
act
 
or
 
omission
 
on
 
his
 
or
 
her
 
own
 
part
 
excepting
 
his
 
or
 
her
 
own
willful
 
misconduct.
 
Without
 
limiting
 
the
 
generality
 
of
 
the
 
foregoing,
 
any
 
such
decision
 
or
 
action
 
taken
 
by
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
in
reliance
 
upon
 
any
 
information
 
supplied
 
by
 
an
 
officer
 
of
 
the
 
Company,
 
the
Company's
 
legal
 
counsel,
 
or
 
the
 
Company's
 
independent
 
accountants
 
in
connection
 
with
 
the
 
administration
 
of
 
this
 
Plan
 
shall
 
be
 
deemed
 
to
 
have
 
been
taken in good faith.
(b)
 
Any
 
claim
 
for
 
benefits
 
hereunder
 
shall
 
be
 
presented
 
in
 
writing
 
to
 
the
 
Plan
Administrator
 
for
 
consideration,
 
grant
 
or
 
denial.
 
In
 
the
 
event
 
that
 
a
 
claim
 
is
denied in
 
whole or
 
in part
 
by the
 
Plan Administrator,
 
the claimant,
 
within ninety
days
 
of
 
receipt
 
of
 
said
 
claim
 
by
 
the
 
Plan
 
Administrator,
 
shall
 
receive
 
written
notice of denial.
 
Such notice shall contain:
(1)
 
a statement of the specific reason or reasons for the denial;
(2)
 
specific
 
references
 
to
 
the
 
pertinent
 
provisions
 
hereunder
 
on
 
which
 
such
denial is based;
(3)
 
a description of any additional material or information necessary to perfect
the
 
claim
 
and
 
an
 
explanation
 
of
 
why
 
such
 
material
 
or
 
information
 
is
necessary; and
(4)
 
an
 
explanation
 
of
 
the
 
following
 
claims
 
review
 
procedure
 
set
 
forth
 
in
paragraph (c) below.
(c)
 
Any
 
claimant
 
who
 
feels
 
that
 
a
 
claim
 
has
 
been
 
improperly
 
denied
 
in
 
whole
 
or
 
in
part
 
by
 
the
 
Plan
 
Administrator
 
may
 
request
 
a
 
review
 
of
 
the
 
denial
 
by
 
making
written application to
 
the Trustee.
 
The claimant
 
shall have
 
the right
 
to review
 
all
pertinent documents
 
relating to
 
said claim
 
and to
 
submit issues
 
and comments
 
in
writing
 
to
 
the
 
Trustee.
 
Any
 
person
 
filing
 
an
 
appeal
 
from
 
the
 
denial
 
of
 
a
 
claim
must
 
do
 
so
 
in
 
writing
 
within
 
sixty
 
days
 
after
 
receipt
 
of
 
written
 
notice
 
of
 
denial.
 
The
 
Trustee
 
shall
 
render
 
a
 
decision
 
regarding
 
the
 
claim
 
within
 
sixty
 
days
 
after
receipt of
 
a request
 
for review,
 
unless special
 
circumstances require
 
an extension
of
 
time
 
for
 
processing,
 
in
 
which
 
case
 
a
 
decision
 
shall
 
be
 
rendered
 
within
 
a
reasonable time, but not later than 120
 
days after receipt of the request for
 
review.
 
The decision
 
of the
 
Trustee
 
shall be
 
in writing
 
and, in
 
the case
 
of the
 
denial of
 
a
 
Exhibit 10.10.1
 
22
 
claim in whole
 
or in part,
 
shall set forth
 
the same
 
information as is
 
required in
 
an
initial notice of denial by the Plan
 
Administrator, other than an
 
explanation of this
claims
 
review procedure.
 
The
 
Trustee
 
shall
 
have absolute
 
discretion
 
in
 
carrying
out its responsibilities to make
 
its decision of an appeal,
 
including the authority to
interpret and construe the terms hereunder, and all interpretations, findings of fact,
and the decision
 
of the Trustee
 
regarding the appeal
 
shall be final,
 
conclusive and
binding on all parties.
(d)
 
Compliance
 
with
 
the
 
procedures
 
described
 
in
 
paragraphs
 
(b)
 
and
 
(c)
 
shall
 
be
 
a
condition precedent to the filing of any
 
action to obtain any benefit or
 
enforce any
right which any
 
individual may claim
 
hereunder.
 
Notwithstanding anything to
 
the
contrary
 
in
 
this
 
Plan,
 
these
 
paragraphs
 
(b),
 
(c)
 
and
 
(d)
 
may
 
not
 
be
 
amended
without
 
the
 
written
 
consent
 
of
 
a
 
seventy-five
 
percent
 
(75%)
 
majority
 
of
Participants
 
and
 
Beneficiaries
 
and
 
such
 
paragraphs
 
shall
 
survive
 
the
 
termination
of this Plan until all benefits accrued hereunder have been paid.
(e)
 
Any payment to a Participant or Beneficiary,
 
all in accordance with the provisions
of
 
this
 
Plan,
 
shall
 
to
 
the
 
extent
 
thereof
 
be
 
in
 
full
 
satisfaction
 
of
 
all
 
claims
hereunder
 
against
 
the
 
Plan
 
Administrator,
 
the
 
Company
 
and
 
all
 
Participating
Subsidiaries,
 
any
 
of
 
which
 
may
 
require
 
such
 
Participant
 
or
 
Beneficiary
 
as
 
a
condition to
 
such payment
 
to execute
 
a receipt
 
and
 
release therefor
 
in such
 
form
as shall be
 
determined by the
 
Plan Administrator,
 
the Company or
 
a Participating
Subsidiary.
 
If a
 
receipt and
 
release is
 
required and
 
the Participant
 
or Beneficiary
(as
 
applicable)
 
does
 
not
 
provide
 
such
 
receipt
 
and
 
release
 
in
 
a
 
timely
 
enough
manner
 
to
 
permit
 
a
 
timely
 
distribution
 
in
 
accordance
 
with
 
the
 
general
 
timing
 
of
distribution
 
provisions
 
in
 
this
 
Plan,
 
the
 
payment
 
of
 
any
 
affected
 
distribution(s)
shall be forfeited.
(f)
 
Benefits under
 
this Plan
 
will be
 
paid only
 
if the
 
Plan Administrator
 
decides in
 
its
discretion
 
that
 
a
 
Participant
 
or
 
Beneficiary
 
is
 
entitled
 
to
 
the
 
Benefits.
 
Notwithstanding
 
the
 
foregoing
 
or
 
any
 
provision
 
of
 
this
 
Plan,
 
a
 
Participant
 
(or
other claimant)
 
must exhaust
 
all administrative
 
remedies set
 
forth in
 
this
 
Section
VIII
 
or
 
otherwise
 
established
 
by
 
the
 
Plan
 
Administrator
 
before
 
bringing
 
any
action
 
at
 
law
 
or
 
equity.
 
Any
 
claim
 
based on
 
a
 
denial of
 
a
 
claim
 
under this
 
Plan
 
 
 
 
Exhibit 10.10.1
 
23
 
must be brought
 
no later
 
than the date
 
which is two
 
(2) years after
 
the date
 
of the
final denial of a claim under this Section VIII.
 
Any claim not brought within such
time shall be waived and forever barred.
 
SECTION IX.
 
Rights of Employees and Participants.
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit
 
under
 
the
 
Plan)
 
shall
 
confer
 
upon
 
any
 
Employee
 
or
 
Participant
 
any
 
right
 
to
continue in the employ or
 
other service of the Company
 
or any member of the
 
Controlled
Group
 
or
 
constitute
 
any
 
contract
 
or
 
limit
 
in
 
any
 
way
 
the
 
right
 
of
 
the
 
Company
 
or
 
any
member of
 
the Controlled
 
Group to
 
change such
 
person's compensation
 
or other
 
benefits
or position or to terminate the employment of such person with or without cause.
 
SECTION X.
 
Amendment and Termination.
 
The Board reserves
 
the right
 
to amend this
 
Plan from time
 
to time,
 
to terminate this
 
Plan
entirely
 
at
 
any
 
time,
 
and
 
to
 
delegate
 
such
 
authority
 
as
 
the
 
Board
 
deems
 
necessary
 
or
desirable;
 
provided,
 
however,
 
that
 
no
 
amendment
 
may
 
affect
 
the
 
balance
 
in
 
a
Participant’s
 
account on
 
the effective
 
date
 
of
 
the
 
amendment; and,
 
further
 
provided, the
Company shall remain
 
liable for any
 
Benefits accrued under
 
this Plan prior
 
to the date
 
of
amendment or termination.
 
SECTION XI.
 
Miscellaneous Provisions.
 
(a)
 
Except
 
as
 
otherwise
 
provided
 
herein,
 
the
 
Plan
 
shall
 
be
 
binding
 
upon
 
the
Company,
 
its successors and
 
assigns, including but
 
not limited to
 
any corporation
which may acquire all or
 
substantially all of the Company's
 
assets and business or
with or into which the Company may be consolidated or merged.
(b)
 
The
 
Plan
 
shall
 
be
 
construed,
 
regulated,
 
and
 
administered
 
in
 
accordance
 
with
 
the
laws of the State of Texas
 
except to the extent that said laws have been preempted
by
 
the
 
laws
 
of
 
the
 
United
 
States.
 
The
 
forum
 
and
 
venue
 
for
 
any
 
suit
 
brought
regarding any claim under this Plan shall be in Harris County, Texas.
 
Exhibit 10.10.1
 
24
 
(c)
 
If
 
any
 
provision
 
of
 
this
 
Plan
 
shall
 
be
 
held
 
illegal
 
or
 
invalid
 
for
 
any
 
reason,
 
said
illegality
 
or
 
invalidity
 
shall
 
not
 
affect
 
the
 
remaining
 
provisions
 
hereof;
 
instead,
each
 
provision
 
shall
 
be
 
fully
 
severable,
 
and
 
this
 
Plan
 
shall
 
be
 
construed
 
and
enforced as if said illegal or invalid provision had never been included herein.
(d)
 
For
 
purposes
 
of
 
this
 
Plan,
 
electronic
 
communications
 
and
 
signatures
 
shall
 
be
considered to be
 
in writing if
 
made in conformity
 
with procedures which
 
the Plan
Administrator may adopt from time to time.
(e)
 
The
 
Plan
 
Administrator,
 
in
 
its
 
sole
 
discretion,
 
may
 
direct
 
that
 
a
 
payment
 
to
 
be
made
 
to
 
an
 
incompetent
 
or
 
disabled
 
person,
 
whether
 
because
 
of
 
minority
 
or
mental
 
or
 
physical
 
disability,
 
instead
 
be
 
made
 
to
 
the
 
guardian
 
or
 
legal
representative
 
of
 
such
 
person
 
or
 
to
 
the
 
person
 
having
 
custody
 
of
 
such
 
person
(unless prior
 
claim therefor
 
shall have
 
been made
 
by a
 
duly qualified
 
guardian or
other
 
legal
 
representative),
 
without
 
further
 
liability
 
either
 
on
 
the
 
part
 
of
 
the
Company
 
or
 
a
 
Participating
 
Subsidiary
 
or
 
the
 
Plan
 
for
 
the
 
amount
 
of
 
such
payment
 
to
 
the
 
person
 
on
 
whose
 
benefit
 
such
 
payment
 
is
 
made.
 
Any
 
payment
made
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
provision
 
shall
 
be
 
a
 
complete
discharge
 
of
 
any
 
liability
 
of
 
the
 
Company,
 
its
 
Subsidiaries,
 
and
 
this
 
Plan
 
with
respect to the Benefits so paid.
(f)
 
Payment
 
of
 
Plan
 
Benefits
 
may
 
be
 
subject
 
to
 
administrative
 
or
 
other
 
delays
 
that
result
 
in
 
payment
 
to
 
the
 
Participant
 
or
 
his
 
beneficiaries
 
on
 
a
 
date
 
later
 
than
 
the
date
 
specified in
 
this
 
Plan
 
or
 
the
 
Participant's
 
Election Form.
 
Any
 
such
 
payment
delays
 
will
 
comply
 
with
 
Code
 
section
 
409A
 
of
 
the
 
Code,
 
including
 
without
limitation
 
section
 
1.409A-2(b)(7)
 
of
 
the
 
Treasury
 
regulations.
 
No
 
Participant
 
or
Beneficiary
 
shall
 
be
 
entitled
 
to
 
any
 
additional
 
earnings
 
or
 
interest
 
in
 
respect
 
of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
 
If
 
all
 
or
 
any
 
part
 
of
 
any
 
Participant's
 
or
 
Beneficiary's
 
Benefits
 
hereunder
 
shall
become subject to any estate, inheritance, income, employment
 
or other tax which
the
 
Company
 
shall
 
be
 
required
 
to
 
pay
 
or
 
withhold,
 
the
 
Company
 
shall
 
have
 
the
full power
 
and authority
 
to withhold
 
and pay
 
such tax
 
out of
 
any monies
 
or other
property
 
held
 
for
 
the
 
account
 
of
 
the
 
Participant
 
or
 
Beneficiary
 
whose
 
interests
 
Exhibit 10.10.1
 
25
 
hereunder
 
are
 
so
 
affected
 
(including,
 
without
 
limitation,
 
by
 
reducing
 
and
offsetting the
 
Participant's or
 
Beneficiary's account
 
balance). Prior
 
to making
 
any
payment,
 
the
 
Company
 
may
 
require
 
such
 
releases
 
or
 
other
 
documents
 
from
 
any
lawful taxing authority as it shall deem necessary or desirable.
(h)
 
No
 
amount
 
accrued
 
or
 
payable
 
hereunder
 
shall
 
be
 
deemed
 
to
 
be
 
a
 
portion
 
of
 
an
Employee's
 
compensation
 
or
 
earnings
 
for
 
the
 
purpose
 
of
 
any
 
other
 
employee
benefit
 
plan
 
adopted
 
or
 
maintained
 
by
 
the
 
Company,
 
nor
 
shall
 
this
 
Plan
 
be
deemed to amend or modify the provisions of the Retirement Plan.
(i)
 
This
 
Plan
 
is
 
intended
 
to
 
meet
 
the
 
requirements
 
of
 
Code
 
section
 
409А,
 
as
applicable,
 
in
 
order
 
to
 
avoid
 
any
 
adverse
 
tax
 
consequences
 
resulting
 
from
 
any
failure
 
to
 
comply
 
with
 
Code
 
section
 
409А
 
and,
 
as
 
a
 
result,
 
this
 
Plan
 
shall
 
be
operated
 
in
 
a
 
manner
 
consistent
 
with
 
such
 
compliance.
 
Except
 
to
 
the
 
extent
expressly set forth in this
 
Plan, the Participant (and/or the Participant's
 
Beneficiary,
as applicable)
 
shall have
 
no right
 
to dictate
 
the taxable
 
year in
 
which any
 
payment
hereunder that is subject to Code section 409А should be paid.
(j)
 
At the Effective
 
Time, certain
 
active employees of
 
Phillips 66 and
 
members of its
controlled
 
group
 
ceased
 
to
 
participate
 
in
 
the
 
Plan,
 
and
 
the
 
liabilities,
 
including
liabilities related to
 
benefits grandfathered from Code
 
section 409A (
i.e.
, amounts
deferred
 
and
 
vested
 
prior
 
to
 
January
 
1,
 
2005),
 
for
 
these
 
participant's
 
benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and
 
continued
 
as
 
the
 
Phillips
 
66
 
Key
 
Employee
 
Supplemental
 
Retirement
 
Plan.
 
ConocoPhillips
 
distributed its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
Notwithstanding
 
Section
 
X,
 
on
 
and
 
after
 
the
 
Effective
 
Time,
 
the
Company,
 
ConocoPhillips,
 
other
 
members
 
of
 
the
 
Controlled
 
Group
 
(as
determined after
 
the Distribution),
 
the Plan,
 
any directors,
 
officers,
 
or employees
of
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
(as
 
determined
 
after
 
the
 
Distribution),
and
 
any
 
successors
 
thereto,
 
shall
 
have
 
no
 
further
 
obligation
 
or
 
liability
 
to,
 
or
 
on
behalf
 
of,
 
any
 
such
 
participant
 
with
 
respect
 
to
 
any
 
benefit,
 
amount,
 
or
 
right
transferred
 
to
 
or
 
due
 
under
 
the
 
Phillips
 
66
 
Key
 
Employee
 
Supplemental
Retirement Plan.
 
 
 
Exhibit 10.10.1
 
26
 
SECTION XI.
 
Effective Date of the Restated Plan.
The
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
 
Retirement
 
Plan
 
is
 
hereby
 
amended
and restated as set forth in
 
this 2020 Amendment and Restatement
 
effective as of January
1, 2020 and conditioned on the occurrence of the Distribution.
 
 
 
Executed this ____ day of December 2019, by a duly authorized officer of the Company.
 
 
 
 
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
KESRP
 
2020 Restatement
 
12-19-2019
 
 
Exhibit 10.10.1
 
27
 
 
APPENDIX A
SELECT NEW HIRES TO
 
CONOCOPHILLIPS KEY EMPLOYEE SUPPLEMENTAL
 
RETIREMENT
PLAN
 
 
For Select New Hires, as set forth in
 
resolutions adopted from time to time by
 
the Human
Resources and Compensation
 
Committee of the
 
Board of Directors of
 
ConocoPhillips, or
its successor, the following provisions apply:
1.
 
The
 
Select
 
New
 
Hire
 
will,
 
effective
 
on
 
the
 
first
 
day
 
of
 
employment
 
with
 
the
Controlled
 
Group,
 
become
 
a
 
Participant
 
in
 
the
 
ConocoPhillips
 
Key
 
Employee
Supplemental
 
Retirement
 
Plan.
 
In
 
addition
 
to
 
the
 
benefits
 
provided
 
under
 
the
 
Plan,
 
the
Select New Hire will be eligible for a further benefit
 
(the "Further Benefit"), calculated in
accordance with the provisions of this Appendix.
2.
 
Further Benefit shall
 
mean the difference
 
between the Putative
 
Title I
 
Benefit and
the
 
Offsetting
 
Benefits,
 
both
 
as
 
described
 
below.
 
In
 
determining
 
the
 
Further
 
Benefit,
paragraphs (f) and (g) of the Plan shall apply.
 
3.
 
The Putative Title I Benefit shall mean the sum of (i), (ii), and (iii) below:
 
(i.)
 
The difference
 
between the
 
Select New
 
Hire's total
 
accrued benefit
 
under
Title
 
I
 
and
 
his
 
actual
 
accrued
 
benefit
 
under
 
Title
 
I.
 
For
 
this
 
purpose,
 
a
Select New Hire's
 
total accrued benefit
 
under Title
 
I is the
 
accrued benefit
he would
 
have if
 
his accrued
 
benefit under
 
Title
 
I were
 
determined under
the terms of Title I but with the following modifications:
(aa)
 
Include
 
in
 
Annual
 
Earnings
 
an
 
award
 
under
 
the
 
Incentive
Compensation Plan
 
which the
 
Select New
 
Hire deferred
 
under the
terms of KEDCP.
 
Include such award in the calendar year in which
the
 
award
 
would
 
have
 
been
 
paid
 
to
 
the
 
Select
 
New
 
Hire
 
if
 
it
 
had
not been deferred.
 
(bb)
 
Include in Annual Earnings salary that would have been paid to
 
the
Select New Hire but for
 
the fact that he voluntarily
 
elected to defer
receipt
 
of
 
that
 
salary
 
under
 
the
 
terms
 
of
 
KEDCP.
 
Include
 
the
 
Exhibit 10.10.1
 
28
 
deferred
 
salary
 
in
 
Annual
 
Earnings
 
in
 
the
 
calendar
 
year
 
in
 
which
the salary would have been paid had it not been deferred.
(cc)
 
Include in Annual Earnings
 
the initial value
 
of a restricted stock
 
or
restricted stock unit award under
 
the Incentive Compensation Plan.
Include
 
that
 
value
 
in
 
Annual
 
Earnings
 
in
 
the
 
calendar
 
year
 
in
which the award was granted.
(dd)
 
Include
 
in
 
Annual
 
Earnings
 
the
 
value
 
of
 
any
 
special
 
award
specified by the Committee under the
 
terms of the special
 
award to
be included for
 
Annual Earnings purposes
 
under Title
 
I in the
 
year
in
 
which
 
any
 
applicable
 
restrictions
 
on
 
the
 
award
 
lapse
 
or,
 
if
deferred,
 
in
 
the
 
year
 
in
 
which
 
any
 
applicable
 
restrictions
 
would
have lapsed absent an election to defer.
(ee)
 
Disregard the
 
limitations on
 
compensation related
 
to Code
 
section
401(a)(17).
(ff)
 
Disregard the limitation on benefits related to Code section 415.
(gg)
 
If
 
the
 
Select
 
New
 
Hire
 
is
 
eligible
 
to
 
receive
 
benefits
 
under
 
the
ConocoPhillips
 
Executive
 
Severance
 
Plan
 
or
 
under
 
the
ConocoPhillips Key
 
Employee Change in
 
Control Severance
 
Plan,
include in
 
Annual Earnings
 
an amount
 
determined by
 
dividing the
Select New
 
Hire's Salary
 
by 4.3333
 
times the
 
number of
 
weeks or
partial
 
weeks
 
from
 
the
 
date
 
the
 
Select
 
New
 
Hire's
 
employment
ends with the
 
Employer to
 
the end
 
of that
 
calendar year.
 
Provided,
however, this
 
subsection (gg) shall
 
be disregarded to
 
the extent the
benefit
 
created
 
solely
 
by
 
operation
 
of
 
this
 
subsection
 
(gg)
 
is
provided under the terms of Title 1.
(hh)
 
Determine service credited
 
for purposes of
 
benefit accrual as
 
if the
Select
 
New
 
Hire
 
had
 
originally
 
been
 
employed
 
by
 
the
 
Controlled
Group
 
on
 
the
 
date
 
that
 
the
 
Select
 
New
 
Hire
 
began
 
employment
with the
 
company with
 
which the
 
Select New
 
Hire was
 
employed
immediately prior to becoming employed by the Controlled Group.
 
Exhibit 10.10.1
 
29
 
(ii.)
 
In the
 
case of
 
a Select
 
New Hire
 
who terminated
 
employment on
 
or after
February
 
8,
 
1993,
 
the
 
Title
 
I-related
 
accrued
 
benefit
 
shall
 
include
 
an
additional supplemental accrued benefit calculated under the terms of Title
I,
 
but
 
disregarding
 
the
 
limitation
 
on
 
compensation
 
that
 
is
 
taken
 
into
account, using as final average earnings
 
the difference, if any,
 
between the
Total
 
Final
 
Average
 
Earnings
 
and
 
the
 
Final
 
Average
 
Earnings
 
used
 
in
Title 1.
(iii.)
 
The Title
 
I-related accrued
 
benefit shall
 
also include
 
any benefit
 
provided
under Section IV of this Plan.
4.
 
The
 
Offsetting
 
Benefits
 
shall
 
mean
 
any
 
benefit,
 
other
 
than
 
the
 
Further
 
Benefit,
provided
 
to
 
the
 
Select
 
New
 
Hire
 
under
 
a
 
defined
 
benefit
 
plan
 
of
 
ConocoPhillips,
including but not
 
limited to the ConocoPhillips
 
Retirement Plan (and any
 
successor plan)
and the ConocoPhillips Key Employee
 
Supplemental Retirement Plan (and any
 
successor
plan), together with any
 
benefit provided to the
 
Select New Hire under
 
a "defined benefit
plan"
 
(as
 
defined
 
in
 
section
 
3(35)
 
of
 
the
 
Employee
 
Retirement
 
Income
 
Security
 
Act
 
of
1974, as amended
 
(ERISA)), including
 
any such
 
plan regardless of
 
whether it
 
might also
be
 
considered
 
an
 
"excess
 
benefit
 
plan"
 
as
 
defined
 
in
 
section
 
3(36)
 
of
 
ERISA,
 
of
 
the
company by which the Select New
 
Hire was employed immediately prior
 
to becoming an
employee of
 
the Controlled
 
Group. In
 
determining the
 
value of
 
a benefit
 
provided by
 
an
employer
 
which
 
is
 
not
 
a
 
member
 
of
 
the
 
Controlled
 
Group,
 
the
 
Plan
 
Administrator
 
may
make any reasonable assumptions necessary and
 
use such information as may be
 
publicly
available, provided by
 
such employer,
 
or provided by
 
the Select New
 
Hire, although
 
it is
within the
 
discretion of
 
the Plan
 
Administrator to
 
determine which
 
such information
 
and
assumptions
 
to
 
use
 
and
 
to
 
disregard
 
any
 
information
 
which
 
the
 
Plan
 
Administrator
considers invalid, incomplete, or otherwise suspect.
5.
 
Nothing in
 
this
 
Appendix is
 
intended to
 
affect the
 
other operations
 
or provisions
of the Plan. If the
 
Select New Hire is,
 
under the provisions
 
of the Plan, otherwise
 
eligible
to
 
participate
 
in
 
the
 
Plan,
 
the
 
Select
 
New
 
Hire
 
will
 
do
 
so
 
in
 
accordance
 
with
 
those
provisions.
 
 
 
 
 
 
 
Exhibit 10.10.1
 
30
 
Schedule A
 
Name
 
Employee
Number
BUSH, BRUCE ASHBY
 
123432
FORD, RONALD F
 
280903
GILL, DAVID
 
CLINTON
 
311219
HAGENSON, RANDY L
 
341865
BRAND, KAREN FLENNIKEN
 
365245
KREMER, DON F
 
492288
LAMPERT,
 
HARRY T
 
498780
DAVIDSON,
 
LINDA LAWSON
 
507761
MCKEE, JOSEPH MASON
 
580382
MOORE, STANLEY WAYNE
 
118400
MULLENS, PATRICK
 
O
 
624406
RISLEY,
 
ALLYN WAYNE
 
735419
SIGLER III, CARL BENJAMIN
 
793759
SIMPSON, JAMES ALEX
 
796245
SMITH, ALBERT GORIN, JR.
 
802659
SQUIRES, TOMMY DALE
 
824971
BALL, REBECCA P
 
880394
WISZNEAUCKAS, ERIC COOK
 
961604
WREN, CHRISTOPHER LYNDE
 
970988
MACKLIN, DONALD L
 
541514
JOHNSON, DAVID ALAN
 
898304
HARPER, MARK R
 
483674
PARKER, CHARLES M
 
615208
NELSON, DAVID
 
016221
DURBIN, JOHN E
 
017871
LINES, JOHN F
 
012019
LOFTUS, THOMAS A. III
 
017554
JAMES, FRANCIS H
 
013118
MADISON, PAUL A.
 
015570
SPOON, MARK J.
 
018451
GRIMMER, PAUL J
 
015564
 
 
 
Exhibit 10.10.1
 
31
 
Schedule B
 
 
Name
 
Employee Number
Kennedy, Shawn R.
 
897261
O’Connell, Patrick J.
 
302463
 
 
 
Exhibit 10.10.1
 
32
 
Schedule C
 
 
Name
 
Employee Number
Midkiff, Kevin L.
 
108989
Stansbury, Jeffery N.
 
109404
Casey B. Jones
 
18303