Exhibit 10.11.2
 
1
 
DEFINED CONTRIBUTION MAKE-UP PLAN
OF
CONOCOPHILLIPS
TITLE II
(Effective for benefits earned or vested after
 
December 31, 2004)
2020 AMENDMENT AND RESTATEMENT
 
The
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
II
 
(the
 
“Ongoing
Plan”),
 
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,
 
the
Ongoing
 
Plan
 
was
 
and
 
remains
 
subject
 
to
 
the
 
2012
 
Restatement
 
of
 
the
 
Defined
Contribution
 
Make-Up
 
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"),
 
together
 
with
 
the
 
First
Amendment
 
to
 
Title
 
II
 
of
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips
(2012 Restatement),
 
effective January
 
1, 2013,
 
the Second
 
Amendment to
 
Title
 
II of
 
the
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips
 
(2012
 
Restatement),
 
effective
January 1, 2016, and the
 
Third Amendment to Title
 
II of the Defined Contribution
 
Make-
Up Plan of ConocoPhillips (2012 Restatement), effective October 30, 2019.
 
Preamble
 
The purpose of this Plan is to attract and retain key
 
employees by providing supplemental
benefits for those Eligible Employees
 
whose benefits under the CPSP
 
might otherwise be
affected
 
by
 
Pay
 
Limitations
 
or
 
by
 
a
 
voluntary
 
reduction
 
in
 
salary
 
under
 
provisions
 
of
KEDCP.
 
The Defined Contribution Make-Up Plan of ConocoPhillips is intended to provide certain
specified
 
benefits
 
to
 
Eligible
 
Employees
 
whose
 
benefits
 
under
 
the
 
ConocoPhillips
 
Exhibit 10.11.2
 
2
 
Savings Plan might otherwise be limited.
 
Title I of the
 
Plan, sometimes referred to as
 
the
Frozen
 
Plan,
 
is
 
effective
 
with
 
regard
 
to
 
benefits
 
earned
 
and
 
vested
 
prior
 
to
 
January
 
1,
2005, while
 
Title
 
II of
 
the
 
Plan,
 
sometimes referred
 
to as
 
the Ongoing
 
Plan,
 
is effective
with regard
 
to benefits
 
earned or
 
vested
 
after December
 
31, 2004.
 
Earnings,
 
gains, and
losses
 
shall
 
be
 
allocated
 
to
 
the
 
Title
 
of
 
the
 
Plan
 
to
 
which
 
the
 
underlying
 
obligations
giving rise to them are allocated.
 
The Ongoing
 
Plan is
 
intended (1)
 
to comply
 
with Code
 
section 409A,
 
as enacted
 
as part
of the
 
American Jobs
 
Creation Act
 
of 2004,
 
and official
 
guidance issued
 
thereunder,
 
and
(2) to
 
be “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 Ongoing Plan,
 
this Ongoing Plan
shall
 
be
 
interpreted,
 
operated,
 
and
 
administered
 
in
 
a
 
manner
 
consistent
 
with
 
these
intentions.
 
Section 1.
 
Definitions.
 
 
For
 
purposes
 
of
 
the
 
Plan,
 
the
 
following
 
terms,
 
as
 
used
 
herein,
 
shall
 
have
 
the
 
meaning
specified:
(a)
 
 
“Allocation
 
Ratio”
 
shall
 
mean
 
the
 
ratio
 
determined
 
by
 
dividing
 
(i)
 
an
 
amount
equal
 
to
 
the
 
total
 
value
 
of
 
the
 
unallocated
 
shares
 
of
 
Stock
 
allocated
 
to
 
Stock
Savings
 
Feature
 
participants
 
and
 
beneficiaries
 
as
 
of
 
a
 
Stock
 
Savings
 
Feature
Semiannual
 
Allocation
 
Date
 
or
 
Supplemental
 
Allocation
 
Date
 
(as
 
defined
 
in
 
the
CPSP)
 
by
 
(ii)
 
an
 
amount
 
equal
 
to
 
the
 
total
 
net
 
Stock
 
Savings
 
Feature
 
employee
deposits
 
used
 
in
 
the
 
calculation
 
of
 
the
 
Stock
 
Savings
 
Feature
 
Semiannual
Allocation or Supplemental Allocation (as defined in the CPSP).
(b)
 
“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 5.3.
 
 
Exhibit 10.11.2
 
3
 
(c)
 
“Benefit”
 
shall
 
mean
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
pay
 
amounts
 
from
 
the
Ongoing Plan.
(d)
 
“Board”
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
(e)
 
“Code”
 
shall mean the
 
Internal Revenue Code
 
of 1986,
 
as amended from
 
time to
time, or any successor statute.
(f)
 
“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.
(g)
 
“Company”
 
shall
 
mean
 
ConocoPhillips
 
Company,
 
a
 
Delaware
 
corporation,
 
or
any successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(h)
 
“Company Stock Fund”
 
shall mean an Investment
 
Option under this Plan
 
that is
accounted for as if
 
investments were made
 
in the common
 
stock, $0.01 par
 
value,
of
 
ConocoPhillips,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
 
with
accounting entries being sufficient therefor.
(i)
 
“ConocoPhillips”
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
(j)
 
“Controlled Group”
 
shall mean ConocoPhillips and its Subsidiaries.
(k)
 
“CPSP”
shall mean the ConocoPhillips Savings Plan.
(l)
 
“CPSP Pay”
 
shall mean
"
Pay
"
 
as defined in the CPSP.
(m)
 
“DCMP
 
Pay”
 
shall
 
mean
"
Pay
"
 
as
 
defined
 
in
 
the
 
CPSP
 
without
 
regard
 
to
 
Pay
Limitations or voluntary salary reduction under provisions of the KEDCP.
(n)
 
“Election
 
Form”
shall mean
 
a
 
written
 
form,
 
including
 
one
 
in
 
electronic
 
format,
provided by
 
the Plan
 
Administrator pursuant
 
to which
 
a Participant
 
may elect
 
the
time and form of payment of his or her Benefits.
(o)
 
“Eligible
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
whose
 
DCMP
 
Pay
 
exceeds
 
the
amount
 
set
 
forth
 
in
 
Code
 
section 401(a)(17),
 
as
 
amended
 
from
 
time
 
to
 
time,
 
or
who
 
is
 
eligible
 
to
 
elect
 
a
 
voluntary
 
salary
 
reduction
 
under
 
the
 
provisions
 
of
 
the
KEDCP.
(p)
 
 
“Employee”
 
shall
 
mean
 
any
 
individual
 
who
 
is
 
a
 
salaried
 
employee
 
of
 
the
 
Exhibit 10.11.2
 
4
 
Company or any Participating Subsidiary.
(q)
 
“Employer Discretionary
 
Account”
 
shall have
 
the same
 
meaning as
 
set forth
 
in
the CPSP.
(r)
 
“Employer Discretionary
 
Contribution Account”
 
shall have the
 
same meaning
as set forth in the CPSP.
(s)
 
“Employer Matching
 
Account”
shall have
 
the same
 
meaning as
 
set forth
 
in the
CPSP.
(t)
 
“Employer
 
Matching
 
Contribution
 
Account”
shall
 
have
 
the
 
same
 
meaning
 
as
set forth in the CPSP.
(u)
 
“ERISA”
shall mean
 
the Employee
 
Retirement Income
 
Security Act
 
of 1974,
 
as
amended from time to time, or any successor statute.
(v)
 
“Frozen
 
Plan”
 
shall mean
 
Title
 
I of
 
the Defined
 
Contribution
 
Make-Up Plan
 
of
ConocoPhillips.
(w)
 
“Investment
 
Options”
 
shall
 
mean
 
the
 
investment
 
options,
 
as
 
determined
 
from
time to
 
time by
 
the Plan
 
Administrator,
 
used to
 
credit earnings,
 
gains, and
 
losses
on Supplemental Thrift Feature Account and
 
Supplemental Stock Savings Feature
Account balances.
(x)
 
“KEDCP”
 
shall
 
mean
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips
 
or
 
any
 
similar
 
or
 
successor
 
plan
 
maintained
 
by
 
a
 
member
 
of
 
the
Controlled Group.
(y)
 
“Ongoing
 
Plan”
shall mean
 
Title
 
II
 
of
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
of ConocoPhillips.
(z)
 
“Participant”
 
shall
 
mean
 
an
 
Eligible
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
a
Benefit from
 
this
 
Plan as
 
a result
 
of being
 
an Eligible
 
Employee and
 
any
 
person
for
 
whom
 
a
 
Supplemental
 
Thrift
 
Feature
 
Account
 
and/or
 
a
 
Supplemental
 
Stock
Savings Feature Account is maintained.
(aa)
 
“Participating Subsidiary”
 
shall mean a Subsidiary which has adopted the CPSP
and of which one
 
or more Employees are
 
Participants eligible to make
 
deposits to
the CPSP or are eligible for Benefits pursuant to this Plan.
(bb)
 
“Pay
 
Limitations”
 
shall
 
mean
 
the
 
compensation
 
limitations
 
applicable
 
to
 
the
CPSP that are set forth in Code section 401(a)(17), as adjusted.
(cc)
 
“Plan”
shall
 
mean
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips.
 
 
Exhibit 10.11.2
 
5
 
The Plan is sponsored and maintained by the Company.
(dd)
 
“Plan Administrator”
shall mean the Committee.
(ee)
 
“Plan Year
 
”
shall mean January 1 through December 31.
(ff)
 
“Separation
 
from
 
Service”
 
shall
 
mean
 
the
 
date
 
on
 
which
 
the
 
Participant
 
has
 
a
“separation
 
from
 
service,”
 
within
 
the
 
meaning
 
of
 
Code
 
section
 
409A(a)(2)(A)(i)
and
 
section
 
1.409A-1(h)
 
of
 
the
 
Treasury
 
regulations,
 
with
 
the
 
controlled
 
group,
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 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
 
twenty-nine
 
(29)-month
 
period
 
of
 
absence
 
shall
 
be
substituted
 
for
 
the
 
six
 
(6)-month
 
period
 
set
 
forth
 
in
 
section
 
1.409A-1(h)(1)(i)
 
of
the Treasury regulations, as allowed thereunder.
(gg)
 
“Stock”
 
shall
 
mean
 
shares
 
of
 
common
 
stock,
 
$0.01
 
par
 
value,
 
issued
 
by
ConocoPhillips.
(hh)
 
“Stock Savings Feature”
 
shall mean the Stock Savings Feature of the CPSP.
(ii)
 
“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)
 
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
 
Code
 
section
 
414(c),
the
 
language
 
“at
 
least
 
80%”
 
shall
 
be
 
used
 
without
 
substitution
 
as
 
allowed
 
under
regulations pursuant to Code section 409A.
(jj)
 
“Supplemental
 
Stock
 
Savings
 
Contributions”
 
shall
 
mean
 
an
 
amount
 
equal
 
to
1% of the amount of
 
the Participant’s
 
DCMP Pay for a Plan
 
Year
 
that is in excess
of the Participant’s CPSP Pay for such Plan Year.
(kk)
 
“Supplemental
 
Stock
 
Savings
 
Feature
 
Account”
 
shall
 
mean
 
the
 
Plan
 
Benefit
account
 
of
 
a
 
Participant
 
that
 
reflects
 
the
 
portion
 
of
 
his
 
or
 
her
 
Benefit
 
that
 
is
intended to replace certain Stock Savings Feature benefits to which the Participant
 
Exhibit 10.11.2
 
6
 
might otherwise be entitled
 
but for the application
 
of the Pay Limitations
 
and/or a
voluntary salary reduction under the KEDCP.
(ll)
 
“Supplemental Thrift
 
Contributions”
 
shall mean
 
an amount
 
equal to
 
1.25% of
the amount of the
 
Participant’s DCMP
 
Pay for a Plan
 
Year
 
that is in excess
 
of the
Participant’s CPSP Pay for such Plan Year.
(mm)
 
“Supplemental Thrift Feature Account”
 
shall mean the Plan Benefit
 
account of
a Participant
 
which reflects
 
the portion
 
of his
 
or her
 
Benefit which
 
is intended
 
to
replace certain Thrift Feature benefits
 
to which the Participant
 
might otherwise be
entitled
 
but
 
for
 
the
 
application
 
of
 
the
 
Pay
 
Limitations
 
and/or
 
a
 
voluntary
 
salary
reduction under the KEDCP.
(nn)
 
“Thrift Feature”
 
shall mean the Thrift Feature of the CPSP.
(oo)
 
“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.
(pp)
 
“Valuation
 
Date”
 
shall mean “Valuation
 
Date” as defined in the CPSP.
 
Section 2.
 
Eligibility.
 
 
Benefits may only be granted to Eligible Employees.
 
Section 3.
 
Supplemental Thrift Feature Account Benefits.
 
 
For
 
any
 
period
 
in
 
which
 
an
 
Eligible
 
Employee’s
 
DCMP
 
Pay
 
exceeds
 
his
 
or
 
her
 
CPSP
Pay,
 
a
 
Benefit
 
amount
 
shall
 
be
 
credited
 
to
 
an
 
Eligible
 
Employee’s
 
Supplemental
 
Thrift
Feature Account
 
for
 
the
 
Ongoing
 
Plan
 
no
 
later
 
than the
 
end
 
of
 
the
 
month
 
following
 
the
Valuation
 
Date
 
that
 
Company
 
contributions
 
are
 
made
 
either
 
to
 
the
 
Eligible
 
Employee’s
Employer
 
Matching
 
Contribution
 
Account
 
or
 
to
 
the
 
Eligible
 
Employee’s
 
Employer
Discretionary Contribution
 
Account, or
 
would have
 
been made
 
to either
 
such
 
account if
the
 
Eligible
 
Employee
 
had
 
received
 
Company
 
contributions
 
under
 
the
 
CPSP.
 
The
Benefit amount
 
so credited
 
shall equal
 
the percentage
 
set by
 
the CPSP
 
with regard
 
to an
Employer
 
Matching
 
Contribution
 
or
 
by
 
the
 
Company
 
with
 
regard
 
to
 
an
 
Employer
Discretionary
 
Contribution,
 
as
 
the
 
case
 
may
 
be,
 
multiplied
 
by
 
the
 
amount
 
by
 
which
 
the
Eligible
 
Employee’s
 
DCMP
 
Pay
 
for
 
the
 
period
 
for
 
which
 
the
 
Employer
 
Matching
 
Exhibit 10.11.2
 
7
 
Contribution or the Employer Discretionary Contribution, as the case may be, exceeds his
or her CPSP Pay for that period.
 
 
Section 3.1
 
Supplemental Thrift Feature Account Earnings
 
 
The
 
Company
 
shall
 
periodically
 
credit
 
earnings,
 
gains,
 
and
 
losses
 
to
 
a
 
Participant’s
Supplemental
 
Thrift
 
Feature
 
Account,
 
until
 
the
 
full
 
balance
 
of
 
such
 
Account
 
has
 
been
distributed.
 
Earnings, gains,
 
and losses
 
shall be
 
credited to
 
a Participant’s
 
Supplemental
Thrift
 
Feature
 
Account
 
under
 
this
 
Section
 
based
 
on
 
the
 
results
 
that
 
would
 
have
 
been
achieved had amounts credited to such Account been
 
invested as soon as practicable after
crediting
 
into
 
Investment
 
Options
 
selected
 
by
 
the
 
Participant.
 
The
 
Plan
 
Administrator
shall
 
specify
 
procedures
 
to
 
allow
 
Participants
 
to
 
make
 
elections
 
as
 
to
 
the
 
deemed
investment of
 
amounts newly
 
credited to
 
their Supplemental
 
Thrift Feature
 
Accounts, as
well
 
as
 
the
 
deemed
 
investment
 
of
 
amounts
 
previously
 
credited
 
to
 
their
 
Supplemental
Thrift Feature
 
Accounts.
 
Nothing in
 
this Section
 
or otherwise
 
in the
 
Plan, however,
 
will
require
 
the
 
Company
 
to
 
actually
 
invest
 
any
 
amounts
 
in
 
such
 
Investment
 
Options
 
or
otherwise.
 
Section 4.
 
Supplemental Stock Savings Feature Account Benefits.
 
 
For
 
each
 
month
 
in
 
which
 
a
 
Semiannual
 
or
 
Supplemental
 
Allocation
 
(as
 
defined
 
in
 
the
CPSP) is
 
made to
 
a Eligible
 
Employee’s
 
Stock Savings
 
Feature Account,
 
or would
 
have
been
 
made
 
to
 
such
 
account
 
if
 
the
 
Eligible
 
Employee
 
had
 
received
 
a
 
Semiannual
 
or
Supplemental
 
Allocation,
 
a
 
Benefit
 
amount
 
shall be
 
credited to
 
his
 
or
 
her Supplemental
Stock Savings Feature Account.
 
The Benefit amount to
 
be credited shall be
 
calculated in
shares
 
in
 
the
 
Company
 
Stock
 
Fund
 
of
 
this
 
Plan
 
and
 
shall
 
be
 
equal
 
to
 
(i)
 
the
 
Eligible
Employee's
 
Supplemental
 
Stock
 
Savings
 
Contributions
 
during
 
the
 
applicable Allocation
Period (as defined in the
 
CPSP) multiplied by the applicable Allocation
 
Ratio, divided by
(ii)
 
the
 
share
 
value
 
for
 
the
 
Company
 
Stock
 
Fund
 
of
 
the
 
CPSP
 
on
 
the
 
applicable
Allocation Date (as defined in
 
the CPSP).
 
This amount shall be credited no
 
later than the
end
 
of
 
the
 
month
 
following
 
the
 
Valuation
 
Date
 
that
 
a
 
Semiannual
 
Allocation
 
or
Supplemental
 
Allocation
 
is
 
made
 
under
 
the
 
Stock
 
Savings
 
Feature, or
 
would
 
have
 
been
 
Exhibit 10.11.2
 
8
 
made had the Eligible
 
Employee received such a
 
Semiannual Allocation or Supplemental
Allocation under the
 
Stock Savings Feature.
 
A share in
 
the Company Stock
 
Fund of this
Plan
 
shall
 
have
 
a
 
value
 
equivalent
 
to
 
a
 
share
 
in
 
the
 
Company
 
Stock
 
Fund
 
of
 
the
 
CPSP.
 
Notwithstanding the foregoing,
 
allocations under
 
this Section
 
4 shall
 
cease with
 
the final
allocation for the period ending December 31, 2012, made in January, 2013.
 
Section 4.1
 
Supplemental Stock Savings Feature Account Earnings
 
 
After
 
being
 
initially
 
invested
 
in
 
the
 
Company
 
Stock
 
Fund
 
account,
 
the
 
amounts
 
in
 
the
Participant’s
 
Supplemental Stock
 
Savings Feature
 
Account shall
 
thereafter be
 
eligible to
be
 
invested
 
in
 
Investment
 
Options
 
selected
 
by
 
the
 
Participant.
 
The
 
Company
 
shall
periodically
 
credit
 
earnings,
 
gains
 
and
 
losses
 
to
 
a
 
Participant’s
 
Supplemental
 
Stock
Savings
 
Feature
 
Account,
 
until
 
the
 
full
 
balance
 
of
 
such
 
Account
 
has
 
been
 
distributed.
 
Earnings,
 
gains,
 
and
 
losses
 
shall
 
be
 
credited
 
to
 
a
 
Participant’s
 
Supplemental
 
Stock
Savings
 
Feature
 
Account
 
under
 
this
 
Section
 
based
 
on
 
the
 
results
 
that
 
would
 
have
 
been
achieved had amounts credited to such Account been
 
invested as soon as practicable after
crediting into the Company Stock Fund of this Plan or the Investment Options selected by
the Participant.
 
The Plan
 
Administrator shall
 
specify procedures
 
to allow
 
Participants to
make
 
elections
 
as
 
to
 
the
 
deemed
 
investment
 
of
 
amounts
 
previously
 
credited
 
to
 
their
Supplemental
 
Stock
 
Savings Feature
 
Accounts.
 
Nothing
 
in
 
this
 
Section or
 
otherwise in
the Plan,
 
however,
 
will require
 
the Company
 
to actually
 
invest any
 
amounts in
 
Stock or
in such Investment Options or otherwise.
 
Section 5.
 
Payment.
 
 
In
 
the
 
absence
 
of
 
an
 
effective
 
election
 
under
 
Section
 
5.1
 
or
 
Section
 
5.2,
 
Benefits
 
that
 
a
Participant is
 
eligible to
 
receive under
 
the Ongoing
 
Plan (and
 
earnings, gains,
 
and losses
thereon) shall be
 
paid in
 
one lump sum
 
payment as of
 
the first calendar
 
quarter that is
 
(i)
with regard to elections
 
made before January 1,
 
2020, six (6)
 
months after the date
 
of the
Participant’s
 
Separation
 
from
 
Service
 
and
 
(ii)
 
with
 
regard
 
to
 
elections
 
made
 
after
December
 
31,
 
2019,
 
twelve
 
(12)
 
months
 
after
 
the
 
date
 
of
 
the
 
Participant’s
 
Separation
from Service.
 
Furthermore, in
 
the absence
 
of an
 
effective
 
election under
 
Section 5.1
 
or
 
Exhibit 10.11.2
 
9
 
Section 5.2, if
 
the Participant dies prior
 
to his or her
 
Separation from Service, or
 
after his
or
 
her
 
Separation
 
from
 
Service
 
but
 
prior
 
to
 
the
 
date
 
that
 
the
 
Benefits
 
which
 
the
Participant is
 
eligible to
 
receive under
 
the Ongoing
 
Plan (and
 
earnings, gains,
 
and losses
thereon)
 
commence
 
to
 
be
 
paid,
 
the
 
Benefits
 
that
 
the
 
Participant
 
is
 
eligible
 
to
 
receive
under
 
the
 
Ongoing
 
Plan
 
(and
 
earnings,
 
gains,
 
and
 
losses
 
thereon)
 
shall
 
be
 
paid
 
in
 
one
lump
 
sum
 
cash
 
payment
 
to
 
the
 
Participant’s
 
Beneficiary
 
or
 
Beneficiaries
 
as
 
soon
 
as
administratively practicable after the Participant’s death.
 
Section 5.1
 
Payment Election by Participant.
 
A Participant may elect on an Election Form delivered to the Plan
 
Administrator at a time
set by
 
the Plan
 
Administrator (which
 
shall be
 
prior to
 
the beginning
 
of the
 
Plan Year)
 
to
have the
 
amounts attributable
 
to Benefits
 
under the
 
Ongoing Plan
 
that are
 
credited to
 
his
or
 
her
 
Supplemental
 
Thrift
 
Feature
 
Account
 
(and
 
earnings,
 
gains,
 
and
 
losses
 
thereon)
with respect to
 
such Plan
 
Year
 
and the amounts
 
attributable to
 
Benefits credited to
 
his or
her
 
Supplemental
 
Stock
 
Savings
 
Feature
 
Account
 
(and
 
earnings,
 
gains,
 
and
 
losses
thereon) with respect to such Plan Year
 
paid to the Participant in either:
 
(a)
 
one lump sum payment, or
(b)
 
annual, semi-annual,
 
or quarterly
 
installments, using
 
a declining
 
balance method,
over a period ranging from one to fifteen years.
 
A Participant may
 
elect to have
 
payments commence as
 
of the beginning
 
of any calendar
quarter that is at least
 
one year after the date of
 
the Participant’s
 
Separation from Service,
provided
 
that,
 
for
 
elections
 
after
 
December
 
31,
 
2019,
 
no
 
first
 
payment
 
shall
 
commence
later than
 
the 100
th
 
birthday of
 
the Participant.
 
In the
 
absence of
 
an election
 
on the
 
date
which
 
a
 
payment
 
is
 
to
 
commence,
 
it
 
shall
 
commence
 
as
 
of
 
the
 
beginning
 
of
 
the
 
first
calendar quarter
 
that is
 
(i) with
 
regard to
 
elections made
 
before January
 
1, 2020,
 
six (6)
months after
 
the date
 
of the
 
Participant’s
 
Separation from
 
Service and
 
(ii) with
 
regard to
elections
 
made
 
after
 
December
 
31,
 
2019,
 
twelve
 
(12)
 
months
 
after
 
the
 
date
 
of
 
the
Participant’s Separation from Service.
 
 
 
Exhibit 10.11.2
 
10
 
Section 5.2
 
Change in Time or Form of Payment.
 
A Participant may
 
make an election
 
to change the
 
time or form
 
of payment elected under
Section 5.1 or the payment to be made under Section
 
5, but only if the following rules are
satisfied:
 
(a)
 
The
 
election
 
to
 
change
 
the
 
time
 
or
 
form
 
of
 
payment
 
may
 
not
 
take
 
effect
 
until
 
at
least twelve months after the date on which such election is made;
(b)
 
Except for
 
a payment
 
made with
 
respect to
 
the death
 
of the
 
Participant, payment
under such election
 
may not be
 
made earlier than
 
at least five
 
years from the
 
date
the payment would have otherwise been made or commenced;
 
(c)
 
Such payment may commence as of the beginning of any calendar quarter;
 
(d)
 
An
 
election
 
to
 
receive
 
payments
 
in
 
installments
 
shall
 
be
 
treated
 
as
 
a
 
single
payment for purposes of these rules;
(e)
 
The
 
election
 
may
 
not
 
result
 
in
 
an
 
impermissible
 
acceleration
 
of
 
payment
prohibited under Code section 409A;
(f)
 
No more than three (3) such elections shall be permitted; and
(g)
 
For changes made after December 31, 2019, no first payment may be scheduled to
commence after the 100
th
 
birthday of the Participant.
 
Section 5.3
 
Beneficiary Designation.
 
A Participant
 
may
 
designate
 
a
 
Beneficiary
 
or
 
Beneficiaries
 
to receive
 
the
 
entire
 
balance
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
by
 
giving
 
signed
 
written
 
notice
 
of
such designation
 
to the
 
Plan Administrator
 
upon forms
 
supplied by
 
and delivered
 
to
 
the
Plan
 
Administrator
 
and
 
may
 
revoke
 
such
 
designations
 
in
 
writing;
 
provided,
 
that
 
writing
and
 
signing
 
may
 
be
 
done
 
by
 
any
 
electronic
 
means
 
approved
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Participant
 
may
 
from
 
time
 
to
 
time
 
change
 
or
 
cancel
 
any
 
previous
 
beneficiary
designation
 
in
 
the
 
same
 
manner.
 
The
 
last
 
beneficiary
 
designation
 
received
 
by
 
the
 
Plan
Administrator shall
 
be controlling
 
over any
 
prior
 
designation and
 
over any
 
testamentary
or
 
other
 
disposition.
 
After
 
acceptance
 
by
 
the
 
Plan
 
Administrator
 
of
 
such
 
written
designation, it
 
shall take
 
effect as
 
of the
 
date on
 
which it
 
was signed
 
by the
 
Participant,
 
Exhibit 10.11.2
 
11
 
whether the
 
Participant is
 
living at
 
the time
 
of such
 
receipt, but
 
without prejudice
 
to the
Company
 
or
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
or
 
the
 
Plan
 
Administrator
 
or
 
their
respective employees and
 
agents on account of
 
any payment made
 
under this Plan
 
before
receipt
 
of
 
such
 
designation.
 
If
 
no
 
designation
 
of
 
a
 
Beneficiary
 
is
 
on
 
file
 
with
 
the
 
Plan
Administrator
 
at
 
the
 
time
 
of
 
the
 
death
 
of
 
the
 
Participant
 
or
 
such
 
designation
 
is
 
not
effective
 
for
 
any
 
reason
 
as
 
determined
 
by
 
the
 
Plan
 
Administrator,
 
then,
 
for
 
purposes
 
of
this
 
Plan,
 
“Beneficiary”
 
shall
 
mean,
 
and
 
such
 
Benefits
 
shall
 
be
 
paid
 
to,
 
(i)
 
the
Participant's
 
surviving
 
spouse
 
as
 
of
 
the
 
Participant's
 
date
 
of
 
death,
 
or
 
(ii)
 
if
 
there
 
is
 
no
surviving spouse as of the Participant's date of death, the Participant’s estate.
 
Section 5.4
 
Acceleration of Payment of Benefits.
 
Notwithstanding
 
any
 
other
 
provision
 
of
 
this
 
Plan
 
to
 
the
 
contrary,
 
except
 
as
 
provided
 
in
Section 12(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 6.
 
Nonassignability.
 
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.
 
 
Exhibit 10.11.2
 
12
 
Section 7.
 
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.
(b)
 
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
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.
 
Exhibit 10.11.2
 
13
 
 
Section 7.1
 
Claim for Benefits.
 
 
(a)
 
Any
 
claim
 
for
 
benefits
 
hereunder
 
shall
 
be
 
presented
 
in
 
writing
 
to
 
the
 
Plan
Administrator
 
for
 
consideration,
 
grant,
 
or
 
denial.
 
Claimants
 
will
 
be
 
notified
 
in
writing
 
of
 
approved
 
claims,
 
which
 
will
 
be
 
processed
 
as
 
claimed.
 
A
 
claim
 
is
considered
 
approved
 
only
 
if
 
its
 
approval
 
is
 
communicated
 
in
 
writing
 
to
 
a
claimant.
(b)
 
In the
 
case of
 
a denial
 
of a
 
claim respecting
 
benefits paid
 
or payable
 
with respect
to
 
a
 
Participant,
 
a
 
written
 
notice
 
will
 
be
 
furnished
 
to
 
the
 
claimant
 
within
 
ninety
(90) days of the date
 
on which the claim
 
is received by the
 
Plan Administrator.
 
If
special circumstances (such
 
as for a hearing)
 
require a longer period,
 
the claimant
will be notified in
 
writing, prior to the
 
expiration of the ninety
 
(90)-day period, of
the
 
reasons
 
for
 
an
 
extension
 
of
 
time;
 
provided,
 
however,
 
that
 
no
 
extensions
 
will
be permitted beyond ninety (90) days after the expiration of the initial ninety (90)-
day period.
 
A denial
 
or partial
 
denial of
 
a claim
 
will be
 
dated and
 
signed by
 
the
Plan Administrator and will clearly set forth:
(1)
 
the specific reason or reasons for the denial;
(2)
 
specific
 
reference
 
to
 
pertinent
 
Plan
 
provisions
 
on
 
which
 
the
 
denial
 
is
based;
(3)
 
a
 
description
 
of
 
any
 
additional
 
material
 
or
 
information
 
necessary
 
for
 
the
claimant to
 
perfect
 
the
 
claim
 
and an
 
explanation
 
of why
 
such
 
material
 
or
information is necessary; and
(4)
 
an
 
explanation
 
of
 
the
 
procedure
 
for
 
review
 
of
 
the
 
denied
 
or
 
partially
denied claim set forth below,
 
including the claimant’s
 
right to bring a civil
action
 
under
 
ERISA
 
section
 
502(a)
 
following
 
an
 
adverse
 
benefit
determination on review.
(c)
 
Upon
 
denial
 
of
 
a
 
claim,
 
in
 
whole
 
or
 
in
 
part,
 
a
 
claimant
 
or
 
his
 
duly
 
authorized
representative will
 
have the
 
right to
 
submit a
 
written request
 
to the
 
Trustee
 
for a
full and
 
fair
 
review of
 
the denied
 
claim by
 
filing
 
a written
 
notice
 
of
 
appeal
 
with
the Trustee
 
within sixty
 
(60) days
 
of the
 
receipt by
 
the claimant
 
of written
 
notice
of the denial
 
of the claim.
 
A claimant or
 
the claimant’s
 
authorized representative
 
Exhibit 10.11.2
 
14
 
will have, upon request and
 
free of charge, reasonable access
 
to, and copies of, all
documents,
 
records,
 
and
 
other
 
information
 
relevant
 
to
 
the
 
claimant’s
 
claim
 
for
benefits
 
and
 
may
 
submit
 
issues
 
and
 
comments
 
in
 
writing.
 
The
 
review
 
will
 
take
into
 
account all
 
comments,
 
documents,
 
records, and
 
other
 
information
 
submitted
by the
 
claimant relating
 
to the
 
claim, without
 
regard to
 
whether such
 
information
was
 
submitted
 
or
 
considered
 
in
 
the
 
initial
 
benefit
 
determination.
 
If the
 
claimant
fails to
 
file a
 
request for
 
review within
 
sixty
 
(60) days
 
of the
 
denial notification,
the claim
 
will be
 
deemed abandoned
 
and the
 
claimant precluded
 
from reasserting
it.
 
If
 
the
 
claimant
 
does
 
file
 
a
 
request
 
for
 
review,
 
his
 
request
 
must
 
include
 
a
description of
 
the issues
 
and evidence
 
he deems
 
relevant.
 
Failure to
 
raise issues
or present
 
evidence on
 
review will
 
preclude those
 
issues or
 
evidence from
 
being
presented in any subsequent proceeding or judicial review of the claim.
(d)
 
The
 
Trustee
 
will
 
provide
 
a
 
prompt
 
written
 
decision
 
on
 
review.
 
If
 
the
 
claim
 
is
denied on review, the decision shall set forth:
(1)
 
the specific reason or reasons for the adverse determination;
(2)
 
specific
 
reference
 
to
 
pertinent
 
Plan
 
provisions
 
on
 
which
 
the
 
adverse
determination is based;
(3)
 
a statement that the claimant is entitled to receive, upon request and free of
charge,
 
reasonable
 
access
 
to,
 
and
 
copies
 
of,
 
all
 
documents,
 
records,
 
and
other information relevant to the claimant’s claim for benefits; and
 
(4)
 
a
 
statement
 
describing
 
any
 
voluntary
 
appeal
 
procedures
 
offered
 
by
 
the
Plan
 
and
 
the
 
claimant’s
 
right
 
to
 
obtain
 
the
 
information
 
about
 
such
procedures, as well as a statement of the claimant’s
 
right to bring an action
under ERISA section 502(a).
(e)
 
A
 
decision
 
will
 
be
 
rendered
 
no
 
more
 
than
 
sixty
 
(60)
 
days
 
after
 
the
 
Trustee’s
receipt of
 
the request
 
for review,
 
except that
 
such period
 
may be
 
extended for
 
an
additional
 
sixty
 
(60)
 
days
 
if
 
the
 
Trustee
 
determines
 
that
 
special
 
circumstances
(such as for a hearing) require
 
such extension.
 
If an extension of time
 
is required,
written notice of
 
the extension
 
will be furnished
 
to the claimant
 
before the
 
end of
the initial sixty (60)-day period.
(f)
 
To
 
the extent permitted by
 
law, decisions
 
reached under the claims procedures
 
set
forth in
 
this
 
Section shall
 
be final
 
and
 
binding
 
on all
 
parties. No
 
legal action
 
for
 
Exhibit 10.11.2
 
15
 
benefits
 
under
 
the
 
Plan
 
shall
 
be
 
brought
 
unless
 
and
 
until
 
the
 
claimant
 
has
exhausted his
 
remedies under
 
this Section.
 
In any
 
such legal
 
action, the
 
claimant
may only
 
present evidence
 
and theories
 
which
 
the
 
claimant
 
presented during
 
the
claims
 
procedure.
 
Any
 
claims
 
which
 
the
 
claimant
 
does
 
not
 
in
 
good
 
faith
 
pursue
through
 
the
 
review
 
stage
 
of
 
the
 
procedure
 
shall
 
be
 
treated
 
as
 
having
 
been
irrevocably waived.
 
Judicial review
 
of a
 
claimant’s
 
denied claim
 
shall be
 
limited
to a
 
determination of
 
whether the
 
denial was
 
an abuse
 
of discretion
 
based on
 
the
evidence and theories the claimant presented during the claims procedure.
(g)
 
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.
(h)
 
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
7.1 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
 
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 7.1.
 
Any claim not
 
brought within
 
such time
shall be waived and forever barred.
 
 
 
Exhibit 10.11.2
 
16
 
Section 8.
 
Rights of Employees and Participants.
 
 
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit)
 
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 9.
 
Awards in Foreign
 
Countries.
 
 
The
 
Board
 
or
 
its
 
delegate
 
shall
 
have
 
the
 
authority
 
to
 
adopt
 
such
 
modifications,
procedures, and
 
subplans as
 
may be
 
necessary or
 
desirable to
 
comply with
 
provisions of
the
 
laws
 
of
 
foreign
 
countries
 
in
 
which
 
the
 
Company
 
or
 
Participating
 
Subsidiaries
 
may
operate to
 
assure the
 
viability of
 
the Benefits
 
of Participants
 
employed in
 
such countries
and to meet the purpose of this Plan.
 
 
Section 10.
 
Amendment and Termination.
 
 
The Board
 
reserves the
 
right to
 
amend this
 
Plan from
 
time to
 
time, to
 
terminate the
 
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 11.
 
Method of Providing Payments.
 
 
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts to
 
a Participant’s
 
accounts shall
 
represent
 
the 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
 
 
Exhibit 10.11.2
 
17
 
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 Participant’s 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
 
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.
 
Section 12.
 
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)
 
This 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.
(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.
 
Exhibit 10.11.2
 
18
 
(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
 
Benefit
 
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
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 CPSP.
 
Exhibit 10.11.2
 
19
 
(i)
 
It is
 
the intention
 
of the
 
Company that,
 
so long
 
as any
 
of ConocoPhillips’
 
equity
securities
 
are
 
registered
 
pursuant
 
to
 
section
 
12(b)
 
or
 
12(g)
 
of
 
the
 
Securities
Exchange Act
 
of 1934,
 
this Plan
 
shall be
 
operated in
 
compliance with
 
16(b) and,
if any Plan provision or transaction is found not to comply with
 
section 16(b), that
provision
 
or
 
transaction,
 
as
 
the
 
case
 
may
 
be,
 
shall
 
be
 
deemed
 
null
 
and
 
void
ab
initio
.
 
Notwithstanding anything
 
in the
 
Plan to
 
the contrary,
 
the Company,
 
in its
absolute discretion,
 
may bifurcate
 
the Plan
 
so as
 
to restrict,
 
limit or
 
condition the
use
 
of
 
any
 
provision
 
of
 
the
 
Plan
 
to
 
Participants
 
who
 
are
 
officers
 
and
 
directors
subject
 
to
 
section
 
16(b)
 
without
 
so
 
restricting,
 
limiting
 
or
 
conditioning
 
the
 
Plan
with respect to other Participants.
(j)
 
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.
(k)
 
This
 
Ongoing
 
Plan
 
replaced
 
the
 
Frozen
 
Plan,
 
which
 
was
 
frozen
 
effective
 
as
 
of
December
 
31,
 
2004.
 
The
 
distribution
 
of
 
amounts
 
that
 
were
 
earned
 
and
 
vested
(within
 
the
 
meaning
 
of
 
Code
 
section
 
409A
 
and
 
official
 
guidance
 
issued
thereunder) under the Frozen Plan
 
prior to January 1,
 
2005 (and earnings thereon)
are
 
exempt
 
from
 
the
 
requirements
 
of
 
Code
 
section
 
409A
 
shall
 
be
 
made
 
in
accordance with the terms of the Frozen Plan.
(l)
 
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
 
Defined
 
Contribution
 
Make-Up
 
Plan.
 
ConocoPhillips
 
distributed its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
Notwithstanding Section
 
10 of
 
this Plan,
 
on and
 
after the
 
Effective
Time,
 
the Company,
 
ConocoPhillips, other
 
members of
 
the Controlled
 
Group (as
 
 
Exhibit 10.11.2
 
20
 
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 Defined Contribution Make-Up Plan.
Further, as of the
 
Distribution, any Phillips 66 common
 
stock ("Phillips 66
Stock")
 
held
 
in
 
the
 
Company
 
Stock
 
Fund
 
shall
 
be
 
transferred
 
to
 
a
 
separate
Investment
 
Option
 
under
 
this
 
Plan
 
that
 
is
 
accounted
 
for
 
as
 
if
 
investments
 
were
made
 
in
 
Phillips
 
66
 
Stock,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
with
 
accounting
 
entries
 
being
 
sufficient
 
therefor.
 
Investments
 
in
 
the
 
Phillips
 
66
Stock
 
fund
 
will
 
be
 
determined
 
as
 
of
 
the
 
Distribution.
 
On
 
and
 
after
 
the
Distribution, a
 
Participant will
 
be allowed
 
to hold
 
or liquidate
 
his or
 
her deemed
investment in Phillips
 
66 Stock.
 
No additional deemed investments
 
in Phillips 66
Stock will be allowed to be elected.
Section 13.
 
Effective Date of the Restated Plan.
 
Title II
 
of the Defined
 
Contribution Make-Up
 
Plan of ConocoPhillips
 
is hereby amended
and restated as set forth in
 
this 2020 Amendment and Restatement
 
effective as of January
1, 2020.
 
 
Executed this ____ day of December,
 
2019, by a duly authorized officer of the Company.
 
 
 
 
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
 
 
 
 
DCMP Title II 2020 Restatement
 
12-19-2019