Exhibit 10.19.1
 
1
 
KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
CONOCOPHILLIPS
TITLE I
(Effective for benefits earned and vested prior to
January 1, 2005)
2020 AMENDMENT AND RESTATEMENT
 
The Key Employee
 
Deferred Compensation Plan
 
of ConocoPhillips,
 
Title I
 
(“Title
 
I”), 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, Title
 
I was
and
 
remains
 
subject
 
to
 
the
 
2012
 
Restatement
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
I,
 
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
 
Title
 
I
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation Plan of ConocoPhillips (2012 Restatement), effective October 30, 2019.
 
Preamble
 
The purpose of this Plan is
 
to attract and retain key employees
 
by providing them with an
opportunity
 
to
 
defer
 
receipt
 
of
 
cash
 
amounts
 
which
 
otherwise
 
would
 
have
 
been
 
paid
 
to
them under various compensation programs or plans by a Participating Subsidiary.
 
The
 
Plan
 
is
 
sponsored
 
and
 
maintained
 
by
 
ConocoPhillips
 
Company.
 
The
 
Plan
 
is
 
the
continuation
 
of
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
of
 
the
 
Conoco
 
Inc.
 
Global
 
Variable
 
Compensation
 
Deferral
 
Program,
 
and
 
of
the portions of
 
the Conoco Inc.
 
Salary Deferral
 
& Savings Restoration
 
Plan consisting of
Salary Deferral
 
Obligations and
 
Retiree Obligations,
 
and all
 
deferrals made under
 
any of
 
Exhibit 10.19.1
 
2
 
those plans,
 
programs, or
 
arrangements shall
 
continue under
 
their terms
 
and the
 
terms of
this Plan.
 
Title I of the Plan is effective with regard to benefits earned and vested prior to January 1,
2005, while
 
Title
 
II of
 
the Plan
 
is effective
 
with regard
 
to benefits
 
earned or
 
vested after
December 31, 2004.
 
Gains, losses, earnings, or expenses shall be
 
allocated to the Title of
the Plan to which the underlying obligations giving
 
rise to them are allocated.
 
Other than
earnings, gains, and losses,
 
no further benefits
 
shall accrue under Title
 
I of this
 
Plan after
December 31, 2004.
 
This
 
Title
 
I
 
of
 
the
 
Plan
 
is
 
intended
 
(1)
 
to
 
be
 
a
 
“grandfathered”
 
plan
 
pursuant
 
to
 
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
Plan,
 
this
 
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)
“Affiliated Group”
 
shall mean the Company plus other subsidiaries and affiliates
in which it owns, directly or through
 
a subsidiary or affiliate, a 5%
 
or more equity
interest.
(b)
“Award”
 
shall
 
mean
 
the
 
United
 
States
 
cash
 
dollar
 
amount
 
(i)
 
allotted
 
to
 
an
Employee
 
under
 
the
 
terms
 
of
 
an
 
Incentive
 
Compensation
 
Plan
 
or
 
a
 
Long
 
Term
Incentive
 
Plan,
 
or
 
(ii)
 
required
 
to
 
be
 
credited
 
to
 
an
 
Employee’s
 
Deferred
Compensation
 
Account
 
pursuant
 
to
 
an
 
Incentive
 
Compensation
 
Plan,
 
the
 
Long
Term
 
Incentive
 
Compensation
 
Plan,
 
the
 
Strategic
 
Incentive
 
Plan,
 
a
 
Long
 
Term
 
Exhibit 10.19.1
 
3
 
Incentive
 
Plan,
 
or
 
any
 
similar
 
plans,
 
or
 
any
 
administrative
 
procedure
 
adopted
pursuant
 
thereto,
 
or
 
(iii)
 
credited
 
as
 
a
 
result
 
of
 
a
 
Participant’s
 
deferral
 
of
 
the
receipt
 
of
 
the
 
value
 
of
 
the
 
Stock
 
which
 
would
 
otherwise
 
be
 
delivered
 
to
 
an
Employee
 
in
 
the
 
event
 
restrictions
 
lapse
 
on
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
Units
 
or
 
the
 
settlement
 
of
 
Restricted
 
Stock
 
Units
 
previously
 
awarded
 
or
 
which
may
 
be
 
awarded
 
to
 
the
 
Participant
 
pursuant
 
to
 
an
 
Incentive
 
Compensation
 
Plan,
the Long Term
 
Incentive Compensation Plan, the Strategic Incentive Plan,
 
a Long
Term
 
Incentive
 
Plan,
 
an
 
Omnibus
 
Securities
 
Plan,
 
or
 
any
 
similar
 
plans,
 
or
 
any
administrative procedure
 
adopted pursuant
 
thereto, or
 
(iv) credited
 
resulting from
a
 
lump
 
sum
 
distribution
 
from
 
any
 
of
 
the
 
Company’s
 
non-qualified
 
retirement
plans
 
and/or
 
plans
 
which
 
provide
 
for
 
a
 
retirement
 
supplement,
 
or
 
(v)
 
resulting
from the
 
forfeiture of
 
Restricted Stock,
 
required by
 
Phillips Petroleum
 
Company,
of
 
key
 
employees
 
who
 
became
 
employees
 
of
 
GPM
 
Gas
 
Corporation,
 
or
 
(vi)
credited as a
 
result of an
 
Employee’s
 
deferral of the
 
receipt of the
 
lump sum cash
payment from the
 
Employee’s
 
account in
 
the Defined Contribution
 
Makeup Plan,
or
 
(vii)
 
credited
 
as
 
a
 
result
 
of
 
an
 
Employee’s
 
voluntary
 
reduction
 
of
 
Salary,
 
or
 
(viii)
 
credited
 
as
 
a
 
result
 
of
 
an
 
Employee’s
 
deferral
 
of
 
a
 
Performance
 
Based
Incentive Award,
 
or (ix) any
 
other amount determined
 
by the Committee
 
to be an
Award
 
under the
 
Plan.
 
Sections 2
 
and 3
 
of this
 
Plan shall
 
not apply
 
with respect
to Awards
 
included under (ii), (v),
 
and (ix) above and a
 
participant receiving such
an Award
 
shall be
 
deemed, with
 
respect thereto,
 
to have
 
elected a
 
Section 5(b)(i)
payment
 
option
 
in
 
10
 
annual
 
installments
 
commencing
 
about
 
one
 
year
 
after
retirement at age 55 or above, but subject to revision under the terms of this Plan.
(c)
 
“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 7.
(d)
 
“Benefit”
 
shall
 
mean
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
pay
 
amounts
 
from
 
the
Plan.
(e)
 
“Board”
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
(f)
 
“Chief Executive
 
Officer”
 
or
“CEO”
 
shall mean
 
the Chief
 
Executive Officer
 
of
 
Exhibit 10.19.1
 
4
 
the Company.
(g)
 
“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..
(h)
 
“Company”
 
shall
 
mean
 
ConocoPhillips
 
Company,
 
a
 
Delaware
 
corporation,
 
or
any successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(i)
 
“Conoco
 
Inc.
 
Global
 
Variable
 
Compensation
 
Deferral
 
Program”
 
shall
 
mean
the
 
Conoco
 
Inc.
 
Global
 
Variable
 
Compensation
 
Deferral
 
Program,
 
prior
 
to
 
its
merger into this Plan on October 3, 2003.
(j)
 
“Conoco
 
Inc.
 
Salary
 
Deferral
 
&
 
Savings
 
Restoration
 
Plan”
 
shall
 
mean
 
the
Conoco Inc. Salary
 
Deferral & Savings
 
Restoration Plan, prior
 
to its
 
merger into
this Plan on October 3, 2003.
(k)
 
“ConocoPhillips”
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
 
(l)
 
“Deferred
 
Compensation
 
Account”
 
shall
 
mean
 
an
 
account
 
established
 
and
maintained
 
for
 
each
 
Participant
 
in
 
which
 
is
 
recorded
 
the
 
amounts
 
of
 
Awards
deferred by a
 
Participant, the deemed
 
gains, losses, and
 
earnings accrued thereon,
and payments made therefrom all in accordance with the terms of the Plan.
(m)
 
“Defined
 
Contribution
 
Makeup
 
Plan”
 
shall
 
mean
 
the
 
Defined
 
Contribution
Makeup Plan of ConocoPhillips,
 
or any similar plan or successor plans.
(n)
 
“Disability”
 
shall
 
mean
 
the
 
inability,
 
in
 
the
 
opinion
 
of
 
the
 
Company’s
 
Medical
Director, of a Participant, because of an injury or sickness, to work at a reasonable
occupation
 
that
 
is
 
available
 
with
 
the
 
Company,
 
a
 
Participating
 
Subsidiary,
 
or
another subsidiary of the Company.
(o)
 
“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 under the Plan.
(p)
 
“Eligible
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
an
Award
 
and at the time
 
of the Award
 
is classified as a
 
ConocoPhillips salary grade
 
Exhibit 10.19.1
 
5
 
19 or above or any equivalent salary grade at a Participating Subsidiary.
(q)
 
 
“Employee”
 
shall
 
mean
 
any
 
individual
 
or
 
Rehired
 
Participant
 
who
 
satisfies
 
the
conditions
 
of
 
Section
 
5(j)
 
who
 
is
 
a
 
salaried
 
employee
 
of
 
the
 
Company
 
or
 
of
 
a
Participating
 
Subsidiary.
 
Employee
 
shall
 
also
 
include
 
Participants
 
who
 
are
employed
 
by
 
a
 
member
 
of
 
the
 
Affiliated
 
Group
 
and
 
former
 
employees
 
of
 
a
member
 
of
 
the
 
Affiliated
 
Group
 
who
 
Retire
 
or
 
are
 
Laid
 
Off
 
and
 
are
 
eligible
 
to
receive
 
a
 
lump
 
sum
 
distribution
 
from
 
non-qualified
 
retirement
 
plans.
 
Employee
shall
 
also
 
include
 
any
 
individual
 
or
 
Rehired
 
Participant
 
who
 
was
 
hired
 
as
 
a
salaried
 
employee
 
of
 
ConocoPhillips
 
Services
 
Inc.
 
on
 
or
 
after
 
January
 
1,
 
2003,
and
 
is
 
classified
 
as
 
a
 
ConocoPhillips
 
salary
 
grade 19
 
or
 
above or
 
any
 
equivalent
salary grade at a Participating Subsidiary.
 
Notwithstanding the foregoing, prior to
October
 
3,
 
2003,
 
Employee
 
shall
 
not
 
include
 
anyone
 
who
 
is
 
classified
 
as
 
a
Heritage
 
Conoco
 
Employee.
 
On
 
and
 
after
 
October
 
3,
 
2003,
 
Employee
 
shall
include anyone who is classified as a Heritage Conoco Employee.
(r)
 
“ERISA”
 
shall mean
 
the Employee
 
Retirement Income
 
Security Act
 
of 1974,
 
as
amended from time to time, or
any
 
successor statute.
(s)
 
“Exchange
 
Act”
 
shall
 
mean
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended
and in effect from time to time, or any successor statute.
(t)
 
“Heritage
 
Conoco
 
Employee”
 
shall
 
mean
 
an
 
individual
 
employed
 
by
 
Conoco
Inc., Conoco Pipe
 
Line Company,
 
or Louisiana Gas Systems
 
Inc. prior to January
1,
 
2003;
 
provided,
 
however,
 
that
 
an
 
individual
 
who
 
has
 
been
 
terminated
 
from
employment with
 
a member
 
of the
 
Affiliated Group
 
at any
 
time and
 
rehired by
 
a
member
 
of
 
the
 
Affiliated
 
Group
 
after January
 
1,
 
2003,
 
shall
 
not
 
be
 
considered a
Heritage Conoco Employee for purposes of this Plan.
(u)
 
“Incentive
 
Compensation
 
Plan”
 
shall
 
mean
 
the
 
ConocoPhillips
 
Variable
 
Cash
Incentive
 
Program,
 
the
 
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
or
 
the
 
Annual
 
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
the
 
Special
 
Incentive
 
Plan
 
for
 
Former
 
Tosco
 
Executives,
 
the
 
Conoco
Inc.
 
Global
 
Variable
 
Compensation
 
Plan,
 
or
 
a
 
similar
 
plan
 
of
 
a
 
Participating
Subsidiary, or any similar or successor plans, or all, as the context may require.
(v)
 
“Layoff”
 
or
“Laid Off”
 
shall mean
 
an applicable
 
termination of
 
employment by
reason
 
of
 
layoff
 
under
 
the
 
Phillips
 
Layoff
 
Plan
 
or
 
the
 
Phillips
Work
 
Force
 
Exhibit 10.19.1
 
6
 
Stabilization
 
Plan,
 
an
 
applicable
 
Qualifying
 
Event
 
(without
 
there
 
being
 
a
Disqualifying
 
Event)
 
under
 
the
 
Conoco
 
Severance
 
Pay
 
Plan,
 
or
 
layoff
 
or
redundancy under
 
any
 
other
 
layoff
 
or
 
redundancy
 
plan
 
which
 
the
 
Company,
 
any
Participating Subsidiary,
 
or any
 
other member
 
of the
 
Affiliated Group
 
may adopt
from
 
time
 
to
 
time.
 
If
 
all
 
or
 
any
 
portion
 
of
 
the
 
benefits
 
under
 
the
 
layoff
 
or
redundancy
 
plan
 
are
 
contingent
 
on
 
the
 
employee’s
 
signing
 
a
 
general
 
release
 
of
liability,
 
such termination shall
 
not be considered
 
as a Layoff
 
for purposes of
 
this
Plan
 
unless
 
the
 
employee
 
executes
 
and
 
does
 
not
 
revoke
 
a
 
general
 
release
 
of
liability, acceptable to the Company,
 
under the terms of such layoff or redundancy
plan.
(w)
 
“Long-Term
 
Incentive
 
Compensation
 
Plan”
 
shall
 
mean
 
the
 
Long-Term
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
which
 
was
terminated December 31, 1985.
(x)
 
“Long-Term
 
Incentive Plan”
 
shall mean the
 
ConocoPhillips Performance
 
Share
Program,
 
the
 
ConocoPhillips
 
Restricted
 
Stock
 
Program,
 
the
 
Phillips
 
Petroleum
Company
 
Long-Term
 
Incentive
 
Plan,
 
or
 
a
 
similar
 
or
 
successor
 
plan
 
of
 
any
 
of
them, established under an Omnibus Securities Plan.
(y)
 
“Newhire Employee”
 
shall mean any
 
Employee who
 
is hired or
 
rehired during a
calendar year.
(z)
 
“Omnibus
 
Securities
 
Plan”
 
shall
 
mean
 
the
 
Omnibus
 
Securities
 
Plan
 
of
 
Phillips
Petroleum
 
Company,
 
the
 
2002
 
Omnibus
 
Securities
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
the 1998 Stock
 
and Performance Incentive
 
Plan of ConocoPhillips,
 
the
1998 Key
 
Employee Stock
 
Plan of
 
ConocoPhillips, or
 
a similar
 
or successor
 
plan
of any of them.
(aa)
 
“Participant”
 
shall mean
 
a person
 
for whom
 
a Deferred
 
Compensation Account
is maintained.
(bb)
 
“Participating
 
Subsidiary”
 
shall
 
mean
 
a
 
subsidiary
 
of
 
the
 
Company,
 
of
 
which
the
 
Company
 
beneficially
 
owns,
 
directly
 
or
 
indirectly,
 
more
 
than
 
50%
 
of
 
the
aggregate voting
 
power of
 
all outstanding
 
classes and
 
series of
 
stock, where
 
such
subsidiary
 
has
 
adopted
 
one
 
or
 
more
 
plans
 
making
 
participants
 
eligible
 
for
participation
 
in
 
this
 
Plan
 
and
 
one
 
or
 
more
 
Employees
 
of
 
which
 
are
 
Potential
Participants.
 
Exhibit 10.19.1
 
7
 
(cc)
 
“Plan”
shall
 
mean
 
the
 
Key
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips.
 
The Plan is sponsored and maintained by the Company.
(dd)
 
“Plan
 
Administrator”
 
shall
 
mean
 
the
 
Vice
 
President,
 
Human
 
Resources
 
of
 
the
Company, or his or her successor.
(ee)
 
“Plan Year
 
”
shall mean January 1 through December 31.
(ff)
 
“Potential Participant”
 
shall mean
 
a person
 
who has
 
received a
 
notice specified
in Section 2 or in Section 5 (h).
(gg)
 
“Rehired
 
Participant”
 
shall
 
mean
 
a
 
Participant
 
who,
 
subsequent
 
to
 
Retirement
or
 
Layoff,
 
is
 
rehired
 
by
 
the
 
Company,
 
or
 
any
 
subsidiary
 
of
 
the
 
Company,
 
and
whose employment status is classified as regular full-time or its equivalent.
(hh)
 
“Restricted Stock”
 
and
“Restricted Stock Units”
 
shall mean respectively shares
of
 
Stock
 
and
 
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.
(ii)
 
“Retiree
 
Obligations”
 
shall
 
mean
 
obligations
 
to
 
former
 
employees
 
who
 
have
retired on or
 
after the earliest
 
retirement date available
 
under the Retirement
 
Plan
of
 
Conoco
 
and
 
who
 
are
 
Participants
 
in
 
this
 
Plan
 
arising
 
from
 
deferrals
 
made
 
as
participants in
 
the Conoco
 
Inc. Salary
 
Deferral &
 
Savings Restoration
 
Plan prior
to its merger into this Plan.
(jj)
 
“Retirement”
 
or
“Retire”
 
or
“Retiring”
 
shall mean
 
termination of
 
employment
with the Company
 
or any subsidiary
 
of the Company
 
on or after
 
the earliest early
retirement
 
date
 
at
 
age
 
55
 
or
 
above
 
as
 
defined
 
in
 
the
 
ConocoPhillips
 
Retirement
Plan
 
(or,
 
with
 
respect
 
to
 
a
 
Heritage
 
Conoco
 
Employee,
 
the
 
Retirement
 
Plan
 
of
Conoco) or of the applicable retirement plan
 
of a member of the Affiliated
 
Group.
 
(kk)
 
“Retirement
 
Income
 
Plan”
 
shall mean
 
the ConocoPhillips
 
Retirement Plan
 
(or,
with respect to a Heritage Conoco Employee, the Retirement Plan of Conoco) or a
similar
 
retirement
 
plan
 
of
 
the
 
Participating
 
Subsidiary
 
pursuant
 
to
 
the
 
terms
 
of
which the Participant retires.
(ll)
 
“Salary
 
Deferral
 
Obligations”
 
shall
 
mean
 
obligations
 
to
 
Employees
 
who
 
are
Participants
 
in
 
this
 
Plan arising
 
from
 
salary deferrals
 
made
 
as
 
participants
 
in
 
the
Conoco
 
Inc. Salary
 
Deferral
 
&
 
Savings
 
Restoration
 
Plan
 
prior
 
to
 
its
 
merger
 
into
 
 
Exhibit 10.19.1
 
8
 
this Plan.
(mm)
 
“Settlement
 
Date”
 
shall
 
mean
 
the
 
date
 
on
 
which
 
all
 
acts
 
under
 
an
 
Incentive
Compensation
 
Plan
 
or
 
the
 
Long-Term
 
Incentive
 
Compensation
 
Plan
 
or
 
actions
directed
 
by
 
the
 
Committee,
 
as
 
the
 
case
 
may
 
be,
 
have
 
been
 
taken
 
which
 
are
necessary to make an Award
 
payable to the Participant.
(nn)
 
“Salary”
 
shall mean
 
the monthly
 
equivalent rate
 
of pay
 
for
 
an Employee
 
before
adjustments for any before-tax voluntary reductions.
(oo)
 
“Stock”
 
means shares of common stock of ConocoPhillips, par value $.01.
(pp)
 
“Strategic Incentive Plan”
 
shall mean the Strategic
 
Incentive Plan portion of the
1986
 
Stock
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
of
 
the
 
1990
 
Stock
 
Plan
 
of
Phillips
 
Petroleum
 
Company,
 
of
 
the
 
Phillips
 
Petroleum
 
Company
 
Omnibus
Securities Plan, and of any successor plans of similar nature.
(qq)
 
“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.
(rr)
 
“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 2.
 
Notification of Potential Participants.
 
(a)
 
Incentive
 
Compensation
 
Plan.
 
Each
 
Plan
 
Year,
 
during
 
October,
 
Eligible
Employees
 
who
 
are
 
expected
 
to
 
be
 
eligible
 
to
 
receive
 
an
 
Award
 
in
 
the
immediately following
 
calendar year
 
under
 
an
 
Incentive Compensation
 
Plan will
be
 
notified
 
and
 
given
 
the
 
opportunity,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
Administrator,
 
to
 
indicate
 
a
 
preference
 
concerning
 
deferral
 
of
 
all
 
or
 
part
 
(in
 
one
percent increments) of
 
such Award.
 
 
 
Exhibit 10.19.1
 
9
 
(b)
 
Restricted Stock and Restricted Stock Units Lapsing.
(i)
 
Each Plan Year
 
during October, Employees
 
who are or will
 
be 55 years of
age or older prior to the end
 
of the following calendar year will
 
be notified
and
 
given
 
the
 
opportunity,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
Administrator,
 
to
 
indicate
 
a
 
preference
 
to
 
delay
 
the
 
lapsing
 
of
 
the
restrictions
 
on
 
part
 
(in
 
one
 
percent
 
increments)
 
or
 
all
 
of
 
the
 
shares
 
of
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Units
 
previously
 
awarded
 
or
which may be awarded
 
to the Employee under
 
an Incentive Compensation
Plan,
 
the
 
Long
 
Term
 
Incentive
 
Compensation
 
Plan,
 
a
 
Long-Term
Incentive Plan, the Strategic Incentive Plan, or an Omnibus Securities Plan
in
 
the
 
event
 
the
 
Compensation
 
Committee
 
takes
 
action
 
in
 
the
 
following
calendar
 
year
 
to
 
lapse
 
restrictions
 
on
 
Restricted
 
Stock
 
and/or
 
Restricted
Stock Units and/or settle Restricted Stock Units.
(ii)
 
Each
 
Plan
 
Year
 
during
 
October,
 
Employees
 
who
 
have
 
been
 
granted
 
a
special
 
Restricted
 
Stock
 
Award
 
and/or
 
Restricted
 
Stock
 
Unit
 
Award
 
will
be notified
 
and given
 
the opportunity,
 
in a
 
manner prescribed
 
by the
 
Plan
Administrator
 
to
 
indicate
 
a
 
preference
 
to
 
delay
 
the
 
lapsing
 
of
 
the
restrictions
 
on
 
part
 
(in
 
one
 
percent
 
increments)
 
or
 
all
 
of
 
the
 
shares
 
of
Restricted Stock
 
and/or Restricted
 
Stock Units
 
when the
 
restrictions lapse
on
 
the
 
Special
 
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Units
 
or
 
the
Restricted
 
Stock
 
Units
 
are
 
settled
 
based
 
on
 
the
 
terms
 
of
 
the
 
Special
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Unit
 
Awards
 
in
 
the
 
following
year.
(iii)
 
Such indication of
 
preference as outlined in
 
(i) above may
 
be made within
60 days
 
of the
 
amendment of
 
this Plan
 
providing for
 
the notice;
 
provided,
however,
 
that
 
such
 
indication
 
of
 
preference
 
must
 
be
 
made
 
no
 
later
 
than
June
 
6,
 
2003,
 
for
 
such
 
Awards
 
that
 
would
 
otherwise
 
be
 
lapsed
 
or
 
settled
later in 2003.
(c)
 
Restricted Stock and Restricted Stock Unit Awards
 
Deferral.
(i)
 
Each Plan Year
 
during October, Employees
 
who are or will
 
be 55 years of
age or older prior to the end of the calendar
 
year will be notified and given
the
 
opportunity,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
to
 
Exhibit 10.19.1
 
10
 
indicate a
 
preference concerning
 
the deferral
 
of the
 
receipt of
 
the value
 
of
all or part (in one
 
percent increments) of the Stock
 
which would otherwise
be delivered
 
to the
 
Employees in
 
the event,
 
during the
 
following calendar
year,
 
the
 
Compensation
 
Committee
 
takes
 
action
 
to
 
lapse
 
restrictions
 
on
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Units
 
and/or
 
settle
 
Restricted
Stock
 
Units
 
previously
 
awarded
 
or
 
which
 
may
 
be
 
awarded
 
to
 
the
Employees
 
under
 
an
 
Incentive
 
Compensation
 
Plan,
 
the
 
Long
 
Term
Incentive
 
Compensation
 
Plan,
 
a
 
Long
 
Term
 
Incentive
 
Plan,
 
the
 
Strategic
Incentive Plan, or an Omnibus Securities Plan.
(ii)
 
Employees
 
who
 
have
 
been
 
granted
 
a
 
special
 
Restricted
 
Stock
 
Award
and/or Restricted
 
Stock
 
Units Award
 
may,
 
in the
 
year preceding
 
the year
in
 
which
 
the
 
restrictions
 
are
 
scheduled
 
to
 
lapse
 
or
 
the
 
Restricted
 
Stock
Units are to
 
be settled, indicate
 
a preference concerning
 
the deferral of
 
the
value of
 
all or
 
part
 
(in one
 
percent increments)
 
of
 
the stock
 
which would
otherwise
 
be
 
delivered
 
to
 
the
 
Employees
 
in
 
the
 
next
 
calendar
 
year
 
when
the
 
restrictions
 
lapse
 
on
 
the
 
special
 
Restricted
 
Stock
 
and
 
/or
 
Restricted
Stock Units or
 
the Restricted Stock Units
 
are settled based on
 
the terms of
the
 
special
 
Restricted
 
Stock
 
Awards
 
and/or
 
Restricted
 
Stock
 
Units
Awards.
(iii)
 
Employees who
 
are Laid
 
Off during
 
or after
 
the Plan
 
Year
 
they reach
 
age
50 may no
 
later than 30
 
days after being
 
notified of Layoff,
 
in the manner
prescribed by the Plan
 
Administrator, indicate
 
a preference concerning the
deferral
 
of
 
the
 
receipt
 
of
 
the
 
value
 
of
 
all
 
or
 
part
 
(in
 
one
 
percent
increments)
 
of
 
the
 
Stock
 
which
 
would
 
be
 
otherwise
 
be
 
delivered
 
to
 
the
Employees
 
in
 
the
 
event
 
Restricted
 
Stock
 
Units,
 
which
 
have
 
been
 
granted
in exchange
 
for Restricted
 
Stock pursuant
 
to the
 
Exchange offer
 
initiated
by the Company on December 17, 2001, are settled.
(iv)
 
Such indication of
 
preference as outlined in
 
(i) above may
 
be made within
60 days
 
of the
 
amendment of
 
this Plan
 
providing for
 
the notice;
 
provided,
however,
 
that
 
such
 
indication
 
of
 
preference
 
must
 
be
 
made
 
no
 
later
 
than
June
 
6,
 
2003,
 
for
 
such
 
Awards
 
that
 
would
 
otherwise
 
be
 
lapsed
 
or
 
settled
later in 2003.
 
 
 
 
 
 
Exhibit 10.19.1
 
11
 
(d)
 
Lump
 
Sum
 
Distribution
 
from
 
Non-Qualified
 
Retirement
 
Plans.
 
With
 
respect
 
to
the lump sum distribution permitted from the Company’s
 
non-qualified retirement
plans
 
and/or
 
plans
 
which
 
provide
 
for
 
a
 
retirement
 
supplement,
 
Employees
 
may
indicate,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
a
 
preference
concerning
 
deferral
 
of
 
all
 
or
 
part
 
(in
 
one
 
percent
 
increments)
 
of
 
such
 
lump
 
sum
distribution.
(e)
 
Lump
 
Sum
 
from
 
Defined
 
Contribution
 
Makeup
 
Plan.
 
Employees
 
who
 
will
receive
 
a
 
lump
 
sum
 
cash
 
payment
 
from
 
their
 
account
 
under
 
the
 
Defined
Contribution
 
Makeup
 
Plan,
 
may
 
indicate,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
Administrator,
 
a
 
preference
 
concerning
 
deferral
 
of
 
all
 
or
 
part
 
(in
 
one
 
percent
increments) of such payment.
(f)
 
Salary
 
Reduction.
 
Annually,
 
Employees
 
and
 
Newhire
 
Employees
 
on
 
the
 
U.S.
dollar
 
payroll
 
may
 
elect,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
a
voluntary reduction
 
of Salary
 
for each
 
pay period
 
of the
 
following calendar
 
year,
or
 
for
 
Newhire
 
Employees
 
the
 
remainder
 
of
 
the
 
calendar
 
year
 
in
 
which
 
they
 
are
hired,
 
in
 
which
 
case
 
the
 
Company
 
will
 
credit
 
a
 
like
 
amount
 
as
 
an
 
Award
hereunder, provided
 
that the
 
amount of
 
such voluntary
 
reduction shall
 
not be
 
less
than 1% nor more than 50% of the Employee’s
 
Salary per pay period (and may be
further limited by the Plan
 
Administrator such that the
 
resulting salary that is
 
paid
is
 
sufficient
 
to
 
satisfy
 
all
 
benefit
 
plan
 
deductions,
 
tax
 
deductions,
 
elective
deductions, and other deductions required to be withheld by the Company).
(g)
 
Performance Based Incentive Award
 
.
 
Each year, during October,
 
Employees who
are eligible
 
to receive
 
a
 
Performance Based
 
Incentive Award
 
in the
 
immediately
following
 
calendar
 
year
 
will
 
be
 
notified
 
and
 
given
 
the
 
opportunity,
 
in
 
a
 
manner
prescribed by the
 
Plan Administrator,
 
to indicate
 
a preference for
 
the award
 
to be
paid as cash,
 
deferred to
 
their KEDCP account,
 
or issued
 
as Restricted Stock
 
or a
combination of cash, deferred compensation and Restricted Stock.
 
Section 3.
 
Indication of Preference or Election to Defer Award.
 
(a)
 
Incentive Compensation Plan.
 
If a Potential Participant prefers to defer under this
Plan
 
all
 
or
 
any
 
part
 
of
 
the
 
Award
 
to
 
which
 
a
 
notice
 
received
 
under
 
Section
 
2(a)
 
 
Exhibit 10.19.1
 
12
 
pertains,
 
the
 
Potential
 
Participant
 
must
 
indicate
 
such
 
preference,
 
in
 
a
 
manner
prescribed by
 
the
 
Plan
 
Administrator,
 
(i)
 
if
 
the
 
Potential
 
Participant
 
is
 
subject to
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
Committee,
 
or
 
(ii)
 
if
 
the
 
Potential
Participant
 
is
 
not
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
CEO.
 
The
Potential Participant’s
 
preference must be received on
 
or before October 31
 
of the
year
 
in
 
which
 
said
 
Section
 
2(a)
 
notice
 
was
 
received.
 
Such
 
indication
 
must
 
state
the
 
portion
 
of
 
the
 
Award
 
the
 
Potential
 
Participant
 
desires
 
to
 
be
 
deferred.
 
If
 
an
indication is
 
not received by
 
October 31, the
 
Potential Participant
 
will be deemed
to have elected
 
to receive
 
and not to
 
defer any such
 
Incentive Compensation Plan
award.
Such
 
indication
 
of
 
preference,
 
if
 
accepted,
 
becomes
 
irrevocable
 
on
November 1
 
of the
 
year in
 
which the
 
indication is
 
submitted to
 
the Committee
 
or
CEO, except that, in the event of any of the following:
(i)
 
the
 
Employee
 
is
 
demoted
 
to
 
a
 
job
 
classification/grade
 
that
 
is
 
no
 
longer
eligible to receive an Award
 
from an Incentive Compensation Plan,
(ii)
 
the
 
Employee’s
 
employment
 
status
 
is
 
classified
 
to
 
a
 
status
 
other
 
than
regular full-time or its equivalent, or
(iii)
 
the Employee
 
is receiving
 
Unavoidable Absence
 
Benefits (UAB)
 
pay such
that
 
the
 
pay
 
received
 
is
 
less
 
than
 
his/her
 
pay
 
had
 
been
 
prior
 
to
 
being
 
on
UAB,
the
 
Employee
 
can
 
request,
 
subject
 
to
 
approval
 
by
 
the
 
Plan
 
Administrator,
 
that
his/her indication
 
of preference
 
to defer,
 
whether approved
 
or not,
 
be revoked
 
for
that Incentive Compensation Plan Award.
The
 
Committee
 
or
 
CEO,
 
as
 
applicable,
 
shall
 
consider
 
such
 
indication
 
of
preference as submitted
 
and shall decide
 
whether to accept
 
or reject the
 
preference
expressed.
(b)
 
Restricted
 
Stock
 
and
 
Restricted
 
Stock
 
Unit
 
Awards
 
Lapsing.
 
If
 
a
 
Potential
Participant
 
prefers
 
to
 
delay
 
the
 
lapsing
 
of
 
the
 
restrictions
 
on
 
part
 
or
 
all
 
of
 
the
shares
 
of
 
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Units
 
to
 
which
 
a
 
notice
received under
 
Section 2(b)
 
pertains, the
 
Potential Participant
 
must indicate
 
such
preference
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
(i)
 
if
 
the
 
Potential
Participant is subject
 
to section
 
16 of
 
the Exchange
 
Act, to
 
the Committee,
 
or (ii)
 
 
Exhibit 10.19.1
 
13
 
if the Potential
 
Participant is not
 
subject to section
 
16 of the
 
Exchange Act, to
 
the
CEO.
 
The
 
Potential
 
Participant’s
 
preference
 
must
 
state
 
the
 
percentage
 
of
 
the
shares and/or
 
units on
 
which the
 
lapsing is
 
to be
 
delayed.
 
If an
 
indication
 
is not
received by
 
October 31,
 
the Potential
 
Participant will
 
be deemed
 
to have
 
elected
to
 
have
 
the
 
restrictions
 
lapsed
 
if
 
the
 
Compensation
 
Committee
 
takes
 
action
 
to
lapse
 
restrictions
 
or
 
as
 
specified
 
under
 
the
 
terms
 
of
 
the
 
Special
 
Restricted
 
Stock
and/or Restricted Stock
 
Unit Awards.
 
If the Potential
 
Participant prefers to
 
delay
the
 
lapsing
 
of
 
the
 
restrictions
 
on
 
part
 
or
 
all
 
of
 
the
 
shares
 
of
 
Restricted
 
Stock
 
or
Restricted Stock
 
Units awarded
 
under an
 
Incentive Compensation
 
Plan, the
 
Long
Term
 
Incentive
 
Compensation
 
Plan,
 
a
 
Long
 
Term
 
Incentive
 
Plan,
 
or
 
Strategic
Incentive
 
Plan,
 
those
 
shares
 
and/or
 
units
 
will
 
be
 
subject
 
to
 
another
 
indication
 
of
preference in
 
the following
 
year.
 
If the
 
Potential Participant
 
prefers to
 
delay the
lapsing
 
of
 
the
 
restrictions
 
on
 
part
 
or
 
all
 
of
 
the
 
shares
 
of
 
Restricted
 
Stock
 
or
Restricted Stock
 
Units from
 
Special Stock
 
Awards,
 
those shares
 
and/or units
 
will
remain restricted
 
and the
 
Employee will
 
receive a
 
notice to
 
indicate a
 
preference
for such
 
shares when
 
the Employee
 
is or
 
will be
 
55 years
 
of age
 
or older
 
prior to
the end of the calendar year as specified in Section 2(b)(i).
 
(c)
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Unit
 
Deferral.
 
If
 
a
 
Potential
 
Participant
prefers to defer under
 
this Plan the
 
value of all or
 
any part of the
 
Restricted Stock
or Restricted
 
Stock Units
 
to which
 
a notice
 
received under
 
Section 2(c)
 
pertains,
the Potential Participant
 
must indicate such
 
preference, in a
 
manner prescribed by
the
 
Plan
 
Administrator,
 
(i)
 
if
 
the
 
Potential
 
Participant
 
is
 
subject
 
to
 
section
 
16
 
of
the
 
Exchange
 
Act,
 
to
 
the
 
Committee,
 
or
 
(ii)
 
if
 
the
 
Potential
 
Participant
 
is
 
not
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
CEO.
 
The
 
Potential
Participant’s
 
preference must
 
be received
 
on or
 
before October
 
31 of
 
the
 
year in
which
 
said
 
Section
 
2(c)
 
notice
 
was
 
received.
 
Such
 
indication
 
must
 
state
 
the
portion of the value of the Restricted Stock
 
or Restricted Stock Units the Potential
Participant desires
 
to be
 
deferred.
 
If an
 
indication is
 
not received
 
by October
 
31,
the Potential
 
Participant
 
will
 
be deemed
 
to have
 
elected to
 
receive
 
any
 
shares or
units for which the restrictions
 
are lapsed.
 
Such indication of preference becomes
irrevocable on November
 
1 of the
 
year in which
 
the indication is
 
submitted to the
Committee
 
or
 
CEO.
 
The
 
Committee
 
or
 
CEO,
 
as
 
applicable, shall
 
consider
 
such
 
 
 
Exhibit 10.19.1
 
14
 
indication of
 
preference as
 
submitted and
 
shall decide
 
whether to
 
accept or
 
reject
the
 
preference
 
expressed.
 
A
 
deferral
 
of
 
the
 
value
 
of
 
the
 
Restricted
 
Stock
 
or
Restricted Stock Units will
 
be paid under the terms
 
of Section 5(b)(i) hereof in
 
10
annual
 
installments
 
commencing
 
about
 
one
 
year
 
after
 
Retirement
 
at
 
age
 
55
 
or
above,
 
but
 
subject
 
to
 
revision
 
under
 
the
 
terms
 
of
 
this
 
Plan.
 
Such
 
approved
indication of
 
preference shall
 
also apply
 
to any
 
Restricted Stock
 
Units granted
 
in
exchange
 
for
 
shares
 
of
 
Restricted
 
Stock
 
pursuant
 
to
 
the
 
Exchange
 
offer
 
initiated
by the Company on December 17, 2001.
(d)
 
Lump
 
Sum
 
Distribution
 
from
 
Non-Qualified
 
Retirement
 
Plans.
 
If
 
a
 
Potential
Participant prefers to defer under
 
this Plan all or
 
part of the lump
 
sum distribution
to
 
which
 
Section
 
2(d)
 
pertains,
 
the
 
Potential
 
Participant
 
must
 
indicate
 
such
preference, in
 
a manner
 
prescribed by
 
the
 
Plan Administrator,
 
(i) if
 
the Potential
Participant is subject to section 16 of the Exchange Act, to the Committee or (ii) if
the
 
Potential
 
Participant
 
is
 
not
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
CEO.
 
The
 
Potential
 
Participant’s
 
preference
 
must
 
be
 
received
 
in
 
the
 
period
beginning
 
90
 
days
 
prior
 
to
 
and
 
ending
 
no
 
less
 
than
 
30
 
days
 
prior
 
to
 
the
 
date
 
of
commencement
 
of
 
retirement
 
benefits
 
under
 
such
 
plans.
 
Such
 
indication
 
must
state the
 
portion
 
of the
 
lump
 
sum distribution
 
the Potential
 
Participant desires
 
to
be deferred.
 
The Committee or CEO, as applicable, shall consider such indication
of
 
preference
 
as
 
submitted
 
and
 
shall
 
decide
 
whether
 
to
 
accept
 
or
 
reject
 
the
preference
 
expressed
 
as
 
soon
 
as
 
practicable.
 
Such
 
indication
 
of
 
preference,
 
if
accepted, becomes irrevocable on the date of such acceptance.
(e)
 
Lump
 
Sum
 
from
 
Defined
 
Contribution
 
Makeup
 
Plan.
 
If
 
a
 
Potential
 
Participant
prefers to defer under this
 
Plan all or part of
 
the lump sum cash payment
 
to which
Section 2(e) pertains,
 
the Potential
 
Participant must
 
indicate such preference,
 
in a
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
(i)
 
if
 
the
 
Potential
 
Participant
 
is
subject to section 16 of
 
the Exchange Act, to the Committee
 
or (ii) if the Potential
Participant
 
is
 
not
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
CEO.
 
The
Potential
 
Participant’s
 
preference
 
must
 
be
 
received
 
in
 
the
 
period
 
beginning
 
365
days prior to
 
and ending
 
no less than
 
90 days
 
prior to
 
the Participant’s
 
retirement
date at
 
age 55
 
or above
 
except that
 
if
 
a Potential
 
Participant is
 
notified of
 
layoff
during
 
or
 
after
 
the
 
year
 
in
 
which
 
the
 
Potential
 
Participant
 
reaches
 
age
 
50,
 
the
 
 
Exhibit 10.19.1
 
15
 
Potential
 
Participant’s
 
preference
 
must
 
be
 
received
 
no
 
later
 
than
 
30
 
days
 
after
being notified
 
of layoff.
 
Such indication
 
must state
 
the portion
 
of the
 
lump
 
sum
payment the Potential Participant
 
desires to be deferred.
 
The Committee or CEO,
as applicable,
 
shall consider
 
such indication
 
of preference
 
as submitted
 
and shall
decide whether to accept or
 
reject the preference expressed as
 
soon as practicable.
 
Such
 
indication
 
of
 
preference,
 
if
 
accepted,
 
becomes
 
irrevocable
 
on
 
the
 
date
 
of
such
 
acceptance.
 
A
 
deferral
 
of
 
the
 
lump
 
sum
 
from
 
the
 
Defined
 
Contribution
Makeup Plan
 
will
 
be paid
 
under the
 
terms of
 
Section 5(b)(i)
 
hereof in
 
10 annual
installments commencing about
 
one year after
 
Retirement at
 
age 55 or
 
above, but
subject to revision under the terms of the Plan.
(f)
 
Salary
 
Reduction.
 
If
 
a
 
Potential
 
Participant
 
elects
 
to
 
voluntarily
 
reduce
 
Salary
and
 
receive
 
an
 
Award
 
hereunder
 
in
 
lieu
 
thereof,
 
the
 
Potential
 
Participant
 
must
make an election, in the manner prescribed by the Plan Administrator,
 
which must
be received on or
 
before October 31 prior
 
to the beginning of
 
the calendar year of
the elected deferral
 
or for Newhire
 
Employees as
 
soon as practicable
 
within a 30-
day
 
period
 
after
 
their
 
first
 
day
 
of
 
employment
 
or
 
reemployment.
 
Such
 
election
must be
 
in writing
 
signed by
 
the Potential
 
Participant, and
 
must state
 
the amount
of
 
the
 
salary
 
reduction
 
the
 
Potential
 
Participant
 
elects.
 
Such
 
election
 
becomes
irrevocable
 
on
 
October
 
31
 
prior
 
to
 
the
 
beginning
 
of
 
the
 
calendar
 
year
 
or
 
for
Newhire Employees after
 
the 30-day period
 
after their first
 
day of employment
 
or
reemployment, except that in the event of any of the following:
(i)
 
the Employee is demoted to a job classification/grade that is no longer
eligible to receive an Award
 
from an Incentive Compensation Plan,
(ii)
 
the Employee’s employment status is classified to a status other than
regular full-time or its equivalent, or
(iii)
 
the Employee is receiving Unavoidable Absence Benefits (UAB) pay such
that the pay received is less than his/her pay had been prior to being on
UAB,
the Employee can request, subject to approval by
 
the Plan Benefits Administrator,
that
 
his/her
 
election
 
to
 
voluntarily
 
reduce
 
his/her
 
salary
 
be
 
revoked
 
for
 
the
remainder of the calendar year.
 
 
 
Exhibit 10.19.1
 
16
 
 
An
 
Award
 
in
 
lieu
 
of
 
voluntarily
 
reduced
 
salary
 
will
 
be
 
paid
 
under
 
the
terms of
 
Section
 
5(b)(i)
 
hereof in
 
10
 
annual installments
 
commencing about
 
one
year after Retirement at age 55 or above, but subject to revision under the terms of
the Plan.
(g)
 
Performance Based Incentive
 
Award.
 
The Potential Participant
 
who is eligible
 
to
receive
 
a
 
Performance
 
Based
 
Incentive
 
Award
 
in
 
the
 
immediately
 
following
calendar
 
year,
 
must
 
indicate
 
a
 
preference,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
Administrator,
 
(i)
 
if
 
the
 
Potential
 
Participant
 
is
 
subject
 
to
 
section
 
16
 
of
 
the
Exchange Act,
 
to the
 
Committee, or
 
(ii) if
 
the Potential
 
Participant is
 
not subject
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
CEO.
 
The
 
Potential
 
Participant’s
preference
 
must
 
be
 
received
 
on
 
or
 
before
 
October
 
31
 
of
 
the
 
year
 
in
 
which
 
said
Section
 
2(g)
 
notice
 
was
 
received.
 
Such
 
indication
 
must
 
state
 
the
 
portion
 
of
 
the
award the Potential Participant desires to be in cash, the portion to be deferred and
the portion
 
to be
 
in Restricted
 
Stock.
 
If an
 
indication is
 
not received
 
by October
31 the Potential Participant will be deemed to have elected to
 
receive the award as
cash.
 
Such
 
indication
 
of
 
preference
 
becomes
 
irrevocable
 
on
 
November
 
1
 
of
 
the
year
 
in
 
which
 
the
 
indication
 
is
 
submitted
 
to
 
the
 
Committee
 
or
 
CEO.
 
The
Committee or
 
CEO, as
 
applicable, shall
 
consider such
 
indication of
 
preference as
submitted and shall decide whether to accept or reject the preference expressed.
 
Section 4.
 
Deferred Compensation Accounts.
 
(a)
 
Credit
 
for
 
Deferral.
 
Amounts
 
deferred
 
pursuant
 
to
 
Section
 
3(a)
 
and
 
Section
5(h)(1)
 
will
 
be
 
credited
 
to
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
as
soon
 
as
 
practicable,
 
but
 
not
 
less
 
than
 
30
 
days
 
after
 
the
 
Settlement
 
Date
 
of
 
the
Incentive
 
Compensation
 
Plan.
 
Amounts
 
deferred
 
pursuant
 
to
 
Section
 
3(c)
 
and
Section 5(h)(2) will be credited,
 
as applicable, as soon as
 
practicable, but not later
than 30 days after the date as of
 
which the restrictions lapse at the market value
 
of
the underlying
 
Restricted Stock
 
or the
 
shares represented
 
by the
 
Restricted Stock
Units
 
awarded under
 
an
 
Incentive
 
Compensation
 
Plan,
 
the
 
Long
 
Term
 
Incentive
Compensation
 
Plan,
 
a
 
Long
 
Term
 
Incentive
 
Plan
 
or
 
a
 
Strategic
 
Incentive
 
Plan
Performance Period
 
which began
 
prior to
 
January 1,
 
2003.
 
For this
 
purpose, the
 
 
Exhibit 10.19.1
 
17
 
market value
 
of the
 
underlying
 
Restricted Stock
 
or the
 
shares represented
 
by the
Restricted
 
Stock
 
Units,
 
as
 
applicable,
 
shall
 
be
 
based
 
on
 
the
 
higher
 
of
 
(i)
 
the
average of the high
 
and low selling
 
prices of the Stock
 
on the date the
 
restrictions
lapse or the last trading day before
 
the day the restrictions lapse if
 
such date is not
a trading
 
day or
 
(ii) the
 
average of
 
the high
 
three monthly
 
Fair Market
 
Values
 
of
the
 
Stock
 
during
 
the
 
twelve
 
calendar
 
months
 
preceding
 
the
 
month
 
in
 
which
 
the
restrictions lapse.
 
The monthly
 
Fair Market
 
Value
 
of the
 
Stock is
 
the average
 
of
the daily Fair Market Value
 
of the Stock for each trading day of the month.
The
 
market
 
value
 
of
 
the
 
underlying
 
Restricted
 
Stock
 
or
 
the
 
shares
represented by
 
the Restricted
 
Stock Units
 
awarded under
 
a Long
 
Term
 
Incentive
Plan,
 
under
 
an
 
Incentive
 
Compensation
 
Plan
 
that
 
began
 
on
 
or
 
after
 
January
 
1,
2003, under
 
an Omnibus
 
Securities Plan
 
(with regard
 
to awards
 
made on
 
or after
January 1,
 
2003), and
 
for the
 
Special Stock
 
Awards
 
issued on
 
October 22,
 
2002,
shall be
 
the monthly
 
average Fair
 
Market Value
 
of the
 
Stock during
 
the calendar
month
 
preceding
 
the
 
month
 
in
 
which
 
the
 
restrictions
 
lapse
 
or
 
shares
 
are
 
to
 
be
delivered as
 
applicable.
 
The monthly
 
average Fair
 
Market Value
 
of the
 
Stock is
the average of the daily Fair Market Value
 
of the Stock for each trading day of the
month.
The
 
daily
 
Fair
 
Market
 
Value
 
of
 
the
 
Stock
 
shall
 
be
 
deemed
 
equal
 
to
 
the
average
 
of
 
the
 
high
 
and
 
low
 
selling
 
prices
 
of
 
the
 
Stock
 
on
 
the
 
New
 
York
 
Stock
Exchange.
Amounts
 
deferred
 
pursuant
 
to
 
Section
 
3(e)
 
and
 
3(f)
 
and
 
Section
 
5(h)(3)
will
 
be
 
credited
 
to
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
as
 
soon
 
as
practicable,
 
but
 
not
 
later
 
than
 
30
 
days
 
after
 
the
 
cash
 
payment
 
would
 
have
 
been
made had it
 
not been
 
deferred.
 
Amounts deferred
 
pursuant to other
 
provisions of
this
 
Plan
 
shall be
 
credited
 
as
 
soon
 
as
 
practicable
 
but
 
not
 
later
 
than
 
30
 
days
 
after
the date the Award would
 
otherwise be payable.
(b)
 
Designation
 
of
 
Investments.
 
The
 
amount
 
in
 
each
 
Participant’s
 
Deferred
Compensation
 
Account
 
shall
 
be
 
deemed
 
to
 
have
 
been
 
invested
 
and
 
reinvested
from time
 
to time,
 
in such
 
“eligible securities”
 
as the
 
Participant shall
 
designate.
 
Prior
 
to
 
or
 
in
 
the
 
absence
 
of
 
a
 
Participant’s
 
designation,
 
the
 
Company
 
shall
designate an “eligible security” in
 
which the Participant’s
 
Deferred Compensation
 
Exhibit 10.19.1
 
18
 
Account shall
 
be deemed
 
to have
 
been invested
 
until designation
 
instructions are
received from the Participant. Eligible securities are those securities designated by
the
 
Chief
 
Financial
 
Officer
 
of
 
the
 
Company,
 
or
 
his
 
successor.
 
The
 
Chief
Financial Officer
 
of the
 
Company may
 
include as
 
eligible securities,
 
stocks listed
on
 
a
 
national
 
securities
 
exchange,
 
and
 
bonds,
 
notes,
 
debentures,
 
corporate
 
or
governmental,
 
either
 
listed
 
on
 
a
 
national
 
securities
 
exchange
 
or
 
for
 
which
 
price
quotations
 
are
 
published
 
in
 
The
 
Wall
 
Street
 
Journal
 
and
 
shares
 
issued
 
by
investment
 
companies
 
commonly
 
known
 
as
 
“mutual
 
funds”.
 
The
 
Participant’s
Deferred
 
Compensation
 
Account
 
will
 
be
 
adjusted
 
to
 
reflect
 
the
 
deemed
 
gains,
losses,
 
and
 
earnings
 
as
 
though
 
the
 
amount
 
deferred
 
was
 
actually
 
invested
 
and
reinvested
 
in
 
the
 
eligible
 
securities
 
for
 
the
 
Participant’s
 
Deferred
 
Compensation
Account.
 
Notwithstanding
 
anything
 
to
 
the
 
contrary
 
in
 
this
 
Section
 
4(b),
 
in
 
the
event the
 
Company
 
(or
 
any
 
trust maintained
 
for this
 
purpose) actually
 
purchases
or sells such
 
securities in the
 
quantities and at
 
the times the
 
securities are deemed
to
 
be
 
purchased
 
or
 
sold
 
for
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Account,
 
the
Account shall be adjusted accordingly to reflect the price actually paid or received
by
 
the
 
Company
 
for
 
such
 
securities
 
after
 
adjustment
 
for
 
all
 
transaction
 
expenses
incurred (including without limitation brokerage fees and stock transfer taxes).
 
In
 
the
 
case
 
of
 
any
 
deemed
 
purchase
 
not
 
actually
 
made
 
by
 
the
Company,
 
the
 
Deferred
 
Compensation
 
Account
 
shall
 
be
 
charged
 
with
 
a
 
dollar
amount
 
equal
 
to
 
the
 
quantity
 
and
 
kind
 
of
 
securities
 
deemed
 
to
 
have
 
been
purchased
 
multiplied
 
by
 
the
 
fair
 
market
 
value
 
of
 
such
 
security
 
on
 
the
 
date
 
of
reference and shall
 
be credited with
 
the quantity and
 
kind of securities
 
so deemed
to have been
 
purchased.
 
In the case
 
of any deemed
 
sale not actually
 
made by the
Company,
 
the
 
account
 
shall
 
be
 
charged
 
with
 
the
 
quantity
 
and
 
kind
 
of
 
securities
deemed to have
 
been sold, and
 
shall be credited
 
with a dollar
 
amount equal to
 
the
quantity
 
and
 
kind
 
of
 
securities
 
deemed
 
to
 
have
 
been
 
sold
 
multiplied
 
by
 
the
 
fair
market value of
 
such security
 
on the date
 
of reference.
 
As used in
 
this paragraph
“fair market
 
value” means
 
in the
 
case of
 
a listed
 
security the
 
closing price
 
on the
date of reference,
 
or if there
 
were no sales
 
on such
 
date, then the
 
closing price on
the
 
nearest
 
preceding
 
day
 
on
 
which
 
there
 
were
 
such
 
sales,
 
and
 
in
 
the
 
case
 
of
 
an
 
 
 
Exhibit 10.19.1
 
19
 
unlisted
 
security
 
the
 
mean
 
between
 
the
 
bid
 
and
 
asked
 
prices
 
on
 
the
 
date
 
of
reference, or
 
if no
 
such prices
 
are available
 
for such
 
date, then
 
the mean
 
between
the
 
bid
 
and
 
asked
 
prices
 
to
 
the
 
nearest
 
preceding
 
day
 
for
 
which
 
such
 
prices
 
are
available.
 
The
 
Chief
 
Financial
 
Officer
 
of
 
the
 
Company
 
may
 
also
 
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
 
by
 
the
 
Company
 
in
agreement with such third party.
(c)
 
Payments.
 
A Participant’s
 
Deferred Compensation Account
 
shall be debited
 
with
respect
 
to
 
payments
 
made
 
from
 
the
 
account
 
pursuant
 
to
 
this
 
Plan
 
as
 
of
 
the
 
date
such payments are made from the account.
 
The payment shall be made as soon as
practicable, but no later than 30 days, after the installment payment date.
 
If
 
any
 
person
 
to
 
whom
 
a
 
payment
 
is
 
due
 
hereunder
 
is
 
under
 
legal
disability as
 
determined in
 
the sole
 
discretion of
 
the Plan
 
Administrator,
 
the Plan
Administrator
 
shall
 
have
 
the
 
power
 
to
 
cause
 
the
 
payment
 
due
 
such
 
person
 
to
 
be
made
 
to
 
such
 
person’s
 
guardian
 
or
 
other
 
legal
 
representative
 
for
 
the
 
person’s
benefit,
 
and
 
such
 
payment
 
shall
 
constitute
 
a
 
full
 
release
 
and
 
discharge
 
of
 
the
Company, the Plan Administrator,
 
and any fiduciary of the Plan.
(d)
 
Statements.
 
At
 
least
 
one
 
time
 
per
 
year
 
the
 
Plan
 
Administrator
 
(or
 
a
 
third
 
party
acting for the Plan Administrator) will furnish each Participant a written statement
setting
 
forth
 
the
 
current
 
balance
 
in
 
the
 
Participant’s
 
Deferred
 
Compensation
Account, the amounts
 
credited or
 
debited to
 
such account
 
since the
 
last statement
and
 
the
 
payment
 
schedule
 
of
 
deferred
 
Awards,
 
and
 
deemed
 
gains,
 
losses,
 
and
earnings accrued
 
thereon as
 
provided by
 
the deferred
 
payment option
 
selected by
the Participant.
 
This provision shall be deemed satisfied if
 
the Plan Administrator
(or
 
a
 
third
 
party
 
acting
 
for
 
the
 
Plan
 
Administrator)
 
makes
 
such
 
information
available
 
through
 
electronic
 
means,
 
such
 
as
 
a
 
web
 
site,
 
and
 
informs
 
affected
Participants of the availability of the information and the manner of accessing it.
 
 
 
 
Exhibit 10.19.1
 
20
 
Section 5.
 
Payments from Deferred Compensation Accounts.
 
(a)
 
Election
 
of
 
Method
 
of
 
Payment for
 
an
 
Incentive Compensation
 
Plan
 
Award.
 
At
the time
 
a Potential
 
Participant submits
 
an indication
 
of preference
 
to defer
 
all or
any
 
part
 
of
 
an
 
Award
 
under
 
an
 
Incentive
 
Compensation
 
Plan
 
as
 
provided
 
in
Section
 
3(a)
 
above,
 
the
 
Potential
 
Participant
 
shall
 
also
 
elect
 
in
 
a
 
manner
prescribed by the
 
Plan Administrator,
 
which of the
 
payment options, provided
 
for
in Paragraph (b)
 
of this Section,
 
shall apply to
 
the deferred portion
 
of said Award
adjusted
 
for
 
any
 
deemed
 
gains,
 
losses,
 
and
 
earnings
 
accrued
 
thereon
 
credited
 
to
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
under
 
this
 
Plan.
 
Subject
 
to
Paragraphs
 
(e),
 
(g),
 
and
 
(h)
 
of
 
this
 
Section,
 
if
 
the
 
Committee
 
or
 
CEO,
 
as
appropriate,
 
accepts
 
the
 
Potential
 
Participant’s
 
indication
 
of
 
preference,
 
the
election
 
of
 
the
 
method
 
of
 
payment
 
of
 
the
 
amount
 
deferred
 
shall
 
become
irrevocable.
(b)
 
Payment Options.
 
A Potential Participant may elect, using an Election
 
Form or in
such
 
other
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
to
 
have
 
the
 
deferred
portion of an Incentive Compensation
 
Plan Award
 
adjusted for any deemed gains,
losses, and earnings accrued thereon paid:
(i)
 
(Post-Retirement)
 
in
 
1
 
to
 
15
 
annual
 
installments,
 
in
 
2
 
to
 
30
 
semi-annual
installments,
 
or in
 
4 to
 
60
 
quarterly installments,
 
the payment
 
of
 
the
 
first
of
 
any
 
of
 
such
 
installments
 
to
 
commence
 
on
 
the
 
first
 
day
 
of
 
the
 
first
calendar
 
quarter
 
which
 
is
 
on
 
or
 
after
 
the
 
first
 
anniversary
 
of
 
(x)
 
the
Potential Participant’s
 
first day of Retirement at
 
age 55 or above (or at
 
age
50
 
or
 
above
 
for
 
a
 
Heritage
 
Conoco
 
Employee
 
who
 
was
 
employed
 
by
Conoco Inc.
 
or its
 
affiliates
 
on August
 
30, 2002
 
if such
 
Heritage Conoco
Employee
 
is
 
eligible
 
for
 
early
 
retirement
 
under
 
the
 
Retirement
 
Plan
 
of
Conoco) or
 
(y) the
 
Potential
 
Participant’s
 
first day
 
of Layoff
 
at age
 
50 or
above, or
(ii)
 
(Date
 
Certain)
 
with
 
regard
 
only
 
to
 
the
 
deferred
 
portion
 
of
 
an
 
Incentive
Compensation
 
Award,
 
in
 
1
 
to
 
15
 
annual
 
installments,
 
in
 
2
 
to
 
30
 
semi-
annual
 
installments,
 
or
 
in
 
4
 
to
 
60
 
quarterly
 
installments,
 
the
 
payment
 
of
the
 
first
 
of
 
any
 
of
 
such
 
installments
 
to
 
commence
 
on
 
the
 
first
 
day
 
of
 
 
 
 
 
Exhibit 10.19.1
 
21
 
calendar quarter which is designated
 
by the Participant, is at
 
least one year
after the
 
date on
 
which the
 
election is
 
made, and
 
is not
 
later than
 
the 65
th
 
birthday
 
of
 
the
 
Participant;
 
provided,
 
however,
 
that
 
in
 
the
 
event
 
of
termination
 
of
 
employment
 
from
 
the
 
Affiliated
 
Group
 
by
 
a
 
Heritage
Conoco
 
Employee
 
who
 
had
 
made
 
deferral
 
of
 
amounts
 
from
 
the
 
Conoco
Inc.
 
Global
 
Variable
 
Compensation
 
Plan,
 
the
 
balance
 
of
 
such
 
deferred
amounts (adjusted
 
for earnings,
 
gains, and
 
losses) shall
 
be paid
 
in a
 
lump
sum
 
as
 
soon
 
as
 
practicable
 
after
 
termination,
 
notwithstanding
 
an
installment election made pursuant to this Paragraph, or
(iii)
 
(Pre-
Retirement
)
 
otherwise,
 
in
 
a
 
lump
 
sum
 
paid
 
as
 
soon
 
as
 
practicable
following
 
the
 
Participant’s
 
termination
 
from
 
employment
 
with
 
the
Affiliated Group.
(iv)
 
In the event that no election is properly and timely made with regard to the
time and method of payment under Section 5(b)(i) or (ii), payment shall be
made
 
in
 
10
 
annual
 
installments,
 
the
 
payment
 
of
 
the
 
first
 
of
 
any
 
of
 
such
installments
 
to
 
commence
 
on
 
the
 
first
 
day
 
of
 
the
 
first
 
calendar
 
quarter
which is
 
on or
 
after the
 
first anniversary
 
of (x)
 
the Potential
 
Participant’s
first
 
day
 
of
 
Retirement
 
at
 
age
 
55
 
or
 
above
 
(or
 
at
 
age
 
50
 
or
 
above
 
for
 
a
Heritage
 
Conoco
 
Employee
 
who
 
was
 
employed
 
by
 
Conoco
 
Inc.
 
or
 
its
affiliates
 
on
 
August
 
30,
 
2002
 
if
 
such
 
Heritage
 
Conoco
 
Employee
 
is
eligible
 
for
 
early
 
retirement
 
under the
 
Retirement
 
Plan
 
of
 
Conoco)
 
or
 
(y)
the Potential Participant’s first day of Layoff at age 50 or above.
(c)
 
Election
 
of
 
Method
 
of
 
Payment
 
of
 
the
 
Value
 
of
 
Restricted
 
Stock
 
and
 
Restricted
Stock Units.
 
As provided
 
in Section
 
3(c) above,
 
a deferral
 
of the
 
value of
 
all or
part of the
 
Restricted Stock or
 
Restricted Stock Units
 
will be considered
 
payment
option (b)(i) of this Section subject to Paragraphs (e) and (g) of this Section.
(d)
 
Election of
 
Method of
 
Payment of
 
a Lump
 
Sum Distribution
 
from Non-Qualified
Retirement
 
Plans.
 
At
 
the
 
time
 
a
 
Potential
 
Participant
 
submits
 
an
 
indication
 
of
preference to defer
 
all or
 
part of the
 
lump sum distribution
 
as provided in
 
Section
3(d) above, the Potential
 
Participant shall also
 
elect in a manner
 
prescribed by the
Plan
 
Administrator
 
which
 
payment
 
option
 
shall
 
apply
 
to
 
the
 
deferred
 
lump
 
sum
adjusted for
 
any gains,
 
losses, and
 
earnings to
 
be accrued
 
thereon credited
 
to the
 
 
 
 
 
Exhibit 10.19.1
 
22
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
under
 
this
 
Plan.
 
The
 
payment
options
 
are annual
 
installments
 
of not
 
less than
 
1 nor
 
more than
 
15, semi-annual
installments
 
of not
 
less than
 
2 nor
 
more than
 
30, or
 
quarterly installments
 
of not
less
 
than
 
4
 
nor
 
more
 
than
 
60.
 
The
 
first
 
installment
 
shall
 
commence
 
as
 
soon
 
as
practicable
 
after
 
any
 
date
 
specified
 
by
 
the
 
Potential
 
Participant,
 
so
 
long
 
as
 
such
date is the first day
 
of a calendar quarter
 
and is at least one
 
year and not later than
five years
 
from the
 
date the
 
payout option
 
was elected.
 
Subject to
 
Paragraph (g)
of
 
this
 
Section,
 
if
 
the
 
Committee
 
or
 
CEO,
 
as
 
appropriate,
 
accepts
 
the
 
Potential
Participant’s
 
indication
 
of
 
preference,
 
the
 
election
 
of
 
the
 
method
 
of
 
payment
 
of
the amount deferred shall become irrevocable.
(e)
 
Payment
 
Option
 
Revisions.
 
If
 
a
 
Section
 
5(b)(i)
 
payment
 
option
 
applies
 
to
 
any
part
 
of
 
the
 
balance
 
of
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Account,
 
the
Participant may revise such payment option as follows:
(i)
 
Prior to Retirement.
 
The Participant at any time during a period beginning
365
 
days
 
prior
 
to
 
and
 
ending
 
90
 
days
 
prior
 
to
 
the
 
date
 
the
 
Participant
Retires
 
at
 
age
 
55
 
or
 
above
 
may,
 
with
 
respect
 
to
 
the
 
total
 
of
 
all
 
amounts
subject to
 
such payment
 
option at
 
the time
 
of the
 
Participant’s
 
Retirement
at
 
age
 
55
 
or
 
above,
 
in
 
the
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
revise such payment option and
 
elect one of the payment
 
options specified
in
 
(e)(iv)
 
of
 
this
 
Section
 
to
 
apply
 
to
 
such
 
total
 
amount
 
in
 
place
 
of
 
such
payment option.
(ii)
 
Upon Layoff.
 
If a Participant
 
who is eligible
 
to Retire or
 
who is Laid
 
Off
during or
 
after the
 
year in
 
which the
 
Participant reaches
 
age 50
 
is notified
of Layoff, the Participant may,
 
no later than 30 days after being notified of
Layoff,
 
in
 
the
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
revise
 
such
payment option and elect one of the payment options specified in (e)(iv) of
this Section to apply to such total amount in place of such payment option.
(iii)
 
If Disabled.
 
The Participant may at any time during a period from the date
of
 
the
 
beginning
 
of
 
the
 
qualifying
 
period
 
for
 
the
 
Company’s
 
Long
 
Term
Disability Plan
 
or similar
 
plan to
 
no later
 
than 90
 
days prior
 
to the
 
end of
such period, or within 30 days of the amendment of this Plan providing for
such election,
 
in the
 
manner
 
prescribed
 
by the
 
Plan
 
Administrator,
 
revise
 
 
 
 
Exhibit 10.19.1
 
23
 
such
 
payment
 
option
 
and
 
elect
 
one
 
of
 
the
 
payment
 
options
 
specified
 
in
(e)(iv) of
 
this
 
Section
 
to
 
apply
 
to
 
the
 
total
 
of
 
all amounts
 
subject
 
to
 
such
payment
 
option;
 
provided,
 
however,
 
that
 
after
 
the
 
payments
 
have
 
begun,
such payments
 
may be
 
made in
 
a different
 
manner if,
 
the
 
Participant due
to
 
an
 
unanticipated
 
emergency
 
caused
 
by
 
an
 
event
 
beyond
 
the
 
control
 
of
the
 
Participant
 
results
 
in
 
financial
 
hardship
 
to
 
the
 
Participant,
 
so
 
request
and the CEO gives written consent to the method of payment requested.
(iv)
 
Payment Options
 
After Revision.
 
If a Participant
 
revises a Section
 
5(b)(i)
payment option
 
as specified
 
in (e)(i),
 
(e)(ii), or
 
(e)(iii) of
 
this Section,
 
the
Participant
 
may
 
select
 
payments
 
in
 
annual
 
installments
 
of
 
not
 
less
 
than
 
1
nor more
 
than 15,
 
in semi-annual
 
installments of
 
not less
 
than 2
 
nor more
than
 
30,
 
or
 
in
 
quarterly
 
installments
 
of
 
not
 
less
 
than
 
4
 
nor
 
more
 
than
 
60,
with
 
the
 
first
 
installment
 
to
 
commence
 
as
 
soon
 
as
 
practicable
 
following
any date specified by the Participant so
 
long as such date is the
 
first day of
a calendar quarter, is on
 
or after the Participant’s
 
first day of Retirement at
age 55
 
or above
 
or the
 
first day
 
the Participant
 
is no
 
longer an
 
Employee
following Layoff, is at least
 
one year and no more than
 
five years from the
date the payment option was revised.
(f)
 
Installment
 
Amount.
 
The
 
amount
 
of
 
each
 
installment
 
shall
 
be
 
determined
 
by
dividing
 
the
 
balance
 
in
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
as
 
of
the date
 
the installment
 
is to
 
be paid,
 
by the
 
number of
 
installments remaining
 
to
be paid (inclusive of the current installment).
(g)
 
Death
 
of
 
Participant.
 
Upon
 
the
 
death
 
of
 
a
 
Participant,
 
the
 
Participant’s
Beneficiary
 
or
 
Beneficiaries
 
designated
 
in
 
accordance
 
with
 
Section
 
7,
 
shall
receive
 
payments
 
in
 
accordance
 
with
 
the
 
payment
 
option
 
selected
 
by
 
the
Participant,
 
if
 
death
 
occurred
 
after
 
such
 
payments
 
had
 
commenced;
 
or
 
if
 
death
occurred before payments have commenced,
 
the Beneficiary may select
 
payments
in
 
annual
 
installments
 
of
 
not
 
less
 
than
 
1
 
nor
 
more
 
than
 
15,
 
in
 
semi-annual
installments of not less than 2 nor more than 30, or in quarterly installments of not
less
 
than
 
4
 
nor
 
more
 
than
 
60
 
with
 
the
 
first
 
installment
 
to
 
commence
 
as
 
soon
 
as
practicable following any
 
date specified by the
 
beneficiary so long
 
as such date
 
is
the first
 
day of
 
a calendar
 
quarter and
 
is at
 
least
 
one year
 
and no
 
more
 
than
 
five
 
 
Exhibit 10.19.1
 
24
 
years
 
from
 
the
 
date
 
the
 
payment
 
option
 
is
 
selected
 
and
 
is
 
not
 
later
 
than
 
the
 
date
the
 
deceased
 
Participant
 
would
 
have
 
been
 
age
 
65;
 
provided,
 
however,
 
such
payments
 
may
 
be
 
made
 
in
 
a
 
different
 
manner
 
if
 
the
 
Beneficiary
 
or
 
Beneficiaries
entitled to receive or receiving
 
such payments, due to an unanticipated
 
emergency
caused
 
by
 
an
 
event
 
beyond
 
the
 
control
 
of
 
the
 
beneficiary
 
or
 
beneficiaries
 
that
results
 
in
 
financial
 
hardship
 
to
 
the
 
Beneficiary
 
or
 
Beneficiaries,
 
so
 
requests
 
and
the CEO gives written consent to the method of payment requested.
(h)
 
Disability
 
of
 
Participant.
 
In
 
the
 
event
 
a
 
Participant
 
or
 
Employee
 
becomes
disabled, the
 
individual
 
may,
 
in the
 
period
 
from
 
the date
 
of the
 
beginning
 
of the
qualifying
 
period
 
for
 
the
 
Company’s
 
Long
 
Term
 
Disability
 
Plan
 
to no
 
later than
90
 
days
 
prior
 
to
 
the
 
end
 
of
 
such
 
period,
 
or
 
within
 
30
 
days
 
of
 
the
 
amendment
 
of
this Plan providing for such election, indicate a preference, in a manner prescribed
by the Plan Administrator, for any of the following:
(1)
 
To
 
defer
 
part
 
or
 
all
 
of
 
any
 
Incentive
 
Compensation
 
Plan
 
Award
 
the
Employee
 
is
 
eligible
 
to
 
receive
 
in
 
the
 
immediately
 
following
 
calendar
year,
(2)
 
To
 
defer
 
part
 
or
 
all
 
of
 
the
 
value
 
of
 
the
 
Stock
 
which
 
would
 
otherwise
 
be
delivered
 
to
 
the
 
Employee
 
when
 
the
 
restrictions
 
lapse
 
on
 
any
 
Restricted
Stock or Restricted Stock Units or Restricted Stock Units are settled, or
(3)
 
To
 
defer
 
part
 
or
 
all
 
of
 
the
 
value
 
from
 
their
 
account
 
under
 
the
 
Defined
Contribution Makeup
 
Plan which
 
would otherwise
 
be paid
 
as a
 
lump sum
to the Participant.
Such
 
indications
 
of
 
preference
 
shall
 
be
 
subject
 
to
 
approval
 
by
 
the
 
Committee
 
if
the
 
Potential
 
Participant
 
is
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act
 
or
 
by
 
the
CEO if
 
the Potential
 
Participant is
 
not subject
 
to section
 
16 of
 
the Exchange
 
Act.
 
The
 
Committee
 
or
 
CEO,
 
as
 
applicable,
 
shall
 
consider
 
such
 
indication
 
or
preference as submitted and shall decide whether to accept or reject the preference
expressed.
 
Such
 
indications
 
of
 
preference,
 
if
 
accepted,
 
become
 
irrevocable
 
on
 
the
date of such acceptance.
 
A deferral of any amount will be paid under
 
the terms of
Section
 
5(b)(i)
 
hereof
 
in
 
ten
 
(10)
 
annual
 
installments,
 
but
 
subject
 
to
 
revision
 
as
specified under the terms of this Plan.
 
 
 
Exhibit 10.19.1
 
25
 
(i)
 
Termination
 
of
 
Employment.
 
In
 
the
 
event
 
a
 
Participant’s
 
employment
 
with
 
the
Company,
 
any
 
Participating
 
Subsidiary,
 
or
 
any
 
other
 
subsidiary
 
of
 
the
 
Company
terminates
 
for
 
any
 
reason
 
other
 
than
 
death,
 
Retirement
 
at
 
age
 
55
 
or
 
above,
Disability,
 
or Layoff
 
during or
 
after the
 
year in
 
which the
 
Participant reaches
 
age
50,
 
the
 
entire
 
balance
 
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
shall
be paid to the Participant in one lump
 
sum as soon as practicable after the date
 
the
Participant
 
terminates
 
employment,
 
except
 
that
 
a
 
Participant
 
who
 
becomes
employed
 
by
 
a
 
member
 
of
 
the
 
Affiliated
 
Group
 
immediately
 
after
 
terminating
employment with
 
the Company
 
or Participating
 
Subsidiary shall
 
not receive
 
their
benefit
 
under
 
the
 
Plan
 
until
 
the
 
Participant
 
terminates
 
employment
 
from
 
the
Affiliated
 
Group;
 
provided,
 
however,
 
the
 
Committee,
 
in
 
its
 
sole
 
discretion,
 
may
elect
 
to
 
make
 
such
 
payments
 
in
 
the
 
amounts
 
and
 
on
 
such
 
schedule
 
as
 
it
 
may
determine.
(j)
 
Rehire
 
of
 
Participant.
 
In
 
the
 
event
 
a
 
Participant
 
is
 
a
 
Rehired
 
Participant,
 
he/she
will
 
be
 
eligible
 
to
 
receive
 
notifications
 
as
 
specified
 
in
 
Section
 
2
 
and
 
will
 
be
eligible to
 
submit an
 
Indication of
 
Preference or
 
Election to
 
Defer as
 
specified in
Section
 
3,
 
if
 
the
 
Participant
 
agrees
 
to
 
the
 
suspension
 
of
 
payments
 
from
 
his/her
Deferred
 
Compensation
 
Account
 
during
 
the
 
period
 
of
 
reemployment
 
by
 
the
Company.
 
Upon
 
termination
 
of
 
reemployment,
 
such
 
payments
 
shall
 
resume
 
on
the same schedule as was in effect at the time the Participant previously Retired or
was Laid Off.
 
Section 6.
 
Special Provisions for Former ARCO Alaska Employees.
 
Notwithstanding any
 
provisions to
 
the contrary,
 
in order
 
to comply
 
with the
 
terms of
 
the
Master
 
Purchase
 
and
 
Sale
 
Agreement
 
(“Sale
 
Agreement”)
 
by
 
which
 
the
 
Company
acquired certain
 
Alaskan assets
 
of Atlantic
 
Richfield Company
 
(“ARCO”), a
 
Participant
who was eligible to participate in
 
the ARCO employee benefit plans immediately
 
prior to
becoming
 
an
 
Employee
 
and
 
who
 
was
 
not
 
employed
 
by
 
ARCO
 
Marine,
 
Inc.
 
(a
 
“former
ARCO
 
Alaska
 
employee”)
 
may,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
indicate a preference or make an election:
(a)
 
To
 
reduce voluntarily salary and
 
receive an Award
 
in the amount
 
of the reduction
 
Exhibit 10.19.1
 
26
 
credited to, at the Employee’s
 
election, (i) an account under
 
this Plan or (ii) for
 
so
long
 
as
 
the
 
ARCO
 
Executive
 
Deferral
 
Plan
 
will
 
accept
 
such
 
deferrals
 
of
 
salary,
but
 
not
 
beyond
 
December
 
31,
 
2001,
 
an
 
account
 
under
 
the
 
ARCO
 
Executive
Deferral Plan; or
(b)
 
To
 
defer
 
any
 
Award
 
payable
 
to
 
a
 
former
 
ARCO
 
employee
 
who
 
is
 
involuntarily
terminated
 
prior
 
to
 
April
 
18,
 
2002,
 
in
 
lieu
 
of
 
a
 
target
 
ARCO
 
Annual
 
Incentive
Plan
 
(AIP)
 
award,
 
and
 
at
 
the
 
Employee’s
 
election
 
credit
 
the
 
Award
 
to
 
(i)
 
an
account under this Plan or (ii) to the ARCO Executive Deferral Plan; or
(c)
 
To
 
defer
 
the
 
Final
 
ARCO
 
Supplemental
 
Executive
 
Retirement
 
Plan
 
(SERP)
benefit that
 
will
 
be
 
calculated as
 
of
 
the
 
earlier
 
of
 
April 17,
 
2002, or
 
the
 
date
 
the
former ARCO employee voluntarily or involuntarily
 
terminates employment from
the
 
Company
 
or
 
any
 
Participating
 
Subsidiary
 
to
 
the
 
ARCO
 
Executive
 
Deferral
Plan; or
(d)
 
To
 
defer the
 
value of
 
the restricted
 
stock granted
 
on July
 
31, 2000,
 
to an
 
account
under
 
this
 
Plan
 
when
 
the
 
restrictions
 
lapse
 
on
 
July
 
31,
 
2001,
 
July
 
31,
 
2002,
 
and
July 31,
 
2003; provided
 
that such
 
indications of
 
preference shall
 
be made
 
in July
of
 
the
 
year
 
preceding
 
the
 
calendar
 
year
 
when
 
the
 
restrictions
 
are
 
scheduled
 
to
lapse
 
or
 
as
 
soon
 
as
 
practicable
 
after
 
July
 
31,
 
2000,
 
for
 
the
 
restrictions
 
on
 
the
shares that are to be lapsed on July 31, 2001; or
 
(e)
 
For a former
 
ARCO Alaska
 
employee who was
 
classified as a
 
grade 7 or
 
8 under
ARCO’s
 
job
 
classification
 
system
 
and
 
was
 
eligible
 
under
 
ARCO’s
 
Executive
Deferral Plan
 
to
 
voluntarily
 
reduce salary
 
and
 
defer
 
the
 
amount
 
of
 
the
 
voluntary
salary reduction and
 
who was classified
 
as a grade
 
31 or below
 
at that time
 
under
Phillips
 
Petroleum
 
Company’s
 
job
 
classification
 
system,
 
to
 
make
 
an
 
annual
election to
 
voluntarily reduce
 
salary and
 
defer the
 
amount of
 
the voluntary
 
salary
reduction for salary received from July 31, 2000, through December 31, 2000, and
for
 
the
 
five
 
years
 
from
 
2001
 
through
 
2005
 
and
 
receive
 
a
 
salary
 
deferral
 
credit
under this Plan.
 
All indications
 
of preference
 
in Sections
 
6(a), (b),
 
and (c)
 
are subject
 
to approval
 
by the
Compensation Committee
 
if the
 
Employee
 
is subject
 
to
 
section
 
16 of
 
the
 
Exchange Act
and by the CEO if the Employee is not subject to section 16 of the Exchange Act.
 
Exhibit 10.19.1
 
27
 
 
Section 7.
 
Designation of Beneficiary.
 
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,
whether the
 
Participant is
 
living at
 
the time
 
of such
 
receipt, but
 
without prejudice
 
to the
Company or
 
the CEO
 
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 8.
 
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 10.19.1
 
28
 
Section 9.
 
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
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 10.19.1
 
29
 
(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
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.
 
Exhibit 10.19.1
 
30
 
(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
 
the
 
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 9
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
 
9.
 
Any
 
claim
 
not
 
brought
 
within
 
such time
shall be waived and forever barred.
 
Section 10.
 
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
 
 
Exhibit 10.19.1
 
31
 
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 11.
 
Determination of Recipients of Awards.
 
The
 
determination
 
of
 
those
 
persons
 
who
 
are
 
entitled
 
to
 
Awards
 
under
 
an
 
Incentive
Compensation
 
Plan
 
and any
 
other
 
such
 
plans
 
shall
 
be
 
governed solely
 
by
 
the
 
terms
 
and
provisions
 
of
 
the
 
applicable
 
plan,
 
and
 
the
 
selection
 
of
 
an
 
Employee
 
as
 
a
 
Potential
Participant or
 
the acceptance
 
of an
 
indication of
 
preference to
 
defer an
 
Award
 
hereunder
shall not in any way entitle such Potential Participant to an Award.
 
Section 12.
 
Amendment and Termination.
 
Subject
 
to
 
Paragraph 9(d),
 
the
 
Board
 
reserves the
 
right
 
to amend
 
this
 
Plan from
 
time
 
to
time,
 
to
 
terminate
 
this
 
Plan
 
entirely
 
at
 
any
 
time,
 
and
 
to
 
delegated
 
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.
 
In
 
the
 
event
 
of
 
termination
 
of
 
the
 
Plan,
 
the
Chief Executive Officer,
 
in his sole discretion, may
 
elect to have the Company
 
pay to the
Participant
 
in
 
one
 
lump
 
sum
 
as
 
soon
 
as
 
practicable
 
after
 
termination
 
of
 
the
 
Plan,
 
the
balance then in the Participant’s account.
 
Section 13.
 
Method of Providing Payments.
 
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts
 
to
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
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 and
 
general unsecured
 
creditor.
 
While the
 
Company may
 
 
Exhibit 10.19.1
 
32
 
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 Account.
(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 14.
 
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.
(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
 
Exhibit 10.19.1
 
33
 
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.
 
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
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.
(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
 
Exchange
 
Act,
this Plan
 
shall be
 
operated in
 
compliance with
 
16(b) of
 
the Exchange
 
Act and,
 
if
any Plan provision
 
or transaction is found
 
not to comply
 
with section 16(b)
 
of the
 
Exhibit 10.19.1
 
34
 
Exchange Act,
 
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)
 
of the
 
Exchange Act
 
without so
 
restricting,
limiting, or conditioning the Plan with respect to other Participants.
(j)
 
This
 
Title
 
I was
 
frozen
 
effective
 
as
 
of
 
December
 
31,
 
2004,
 
and
 
was
 
replaced
 
by
Title
 
II
 
of
 
the
 
Plan.
 
The
 
distribution
 
of
 
amounts
 
that
 
were
 
earned
 
and
 
vested
(within
 
the
 
meaning
 
of
 
Code
 
section
 
409A
 
and
 
official
 
guidance
 
issued
thereunder)
 
under
 
Title
 
I
 
of
 
the
 
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 Title I of the Plan.
(k)
 
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
 
Deferred
 
Compensation
 
Plan.
 
ConocoPhillips
 
distributed its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
On
 
and
 
after
 
the
 
Effective
 
Time,
 
the
 
Company,
 
other
 
members
 
of
the Affiliated Group (as determined after the Distribution), the Plan, any directors,
officers, or employees of any member of the Affiliated 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
Deferred Compensation Plan.
Further,
 
as
 
of
 
the
 
Distribution,
 
the
 
Restricted
 
Stock
 
and
 
Restricted
 
Stock
Units
 
of
 
ConocoPhillips
 
shall
 
be
 
converted
 
into
 
Restricted
 
Stock
 
and
 
Restricted
Stock
 
Units
 
of
 
ConocoPhillips
 
and
 
restricted
 
stock
 
and
 
restricted
 
stock
 
units
 
of
Phillips
 
66
 
as
 
provided
 
in
 
the
 
Agreement.
 
The
 
amounts
 
to
 
be
 
credited
 
to
 
a
Participant's Deferred Compensation Account under
 
Section 4(a) will be
 
based on
such Restricted Stock and
 
Restricted Stock Units of
 
ConocoPhillips and restricted
 
Exhibit 10.19.1
 
35
 
stock and restricted stock units of Phillips 66 after the Distribution.
 
Furthermore,
 
with
 
regard
 
to
 
any
 
valuation
 
that
 
occurs
 
after
 
the
Distribution
 
and
 
which
 
requires
 
valuation
 
of
 
Stock
 
or
 
the
 
common
 
stock
 
of
Phillips
 
66
 
("Phillips
 
66
 
Common
 
Stock"),
 
or
 
of
 
both,
 
from
 
a
 
time
 
on
 
or
 
before
the
 
Distribution
 
and
 
from
 
a
 
time
 
after
 
the
 
Distribution,
 
then
 
the
 
following
 
shall
apply, in
 
order to allow the valuation to take into
 
account the distribution by stock
dividend of one
 
share of
 
Phillips 66
 
Common Stock for
 
each two
 
shares of
 
Stock
held at the Distribution:
(1)
 
The value
 
of Stock
 
or of
 
Phillips 66
 
Common Stock determined
 
as of
 
any
date
 
after
 
the
 
Distribution
 
shall
 
be
 
determined
 
using
 
market
 
information
related to each;
(2)
 
The value of Stock determined as
 
of any date on or before
 
the Distribution
that
 
does
 
not
 
also
 
require
 
a
 
valuation
 
of
 
Stock
 
as
 
of
 
any
 
date
 
after
 
the
Distribution shall be determined using
 
market information related to Stock
as it traded on or before the Distribution;
(3)
 
The value of Stock determined
 
as of any date on or
 
before the Distribution
that also
 
requires a
 
valuation of
 
Stock or
 
of Phillips
 
66 Common
 
Stock as
of any
 
date
 
after the
 
Distribution
 
shall be
 
deemed
 
to be
 
two-thirds
 
of
 
the
value of
 
Stock determined
 
using market
 
information related
 
to Stock
 
as it
traded on or before the Distribution; and
(4)
 
The value
 
of Phillips
 
66 Common
 
Stock determined
 
as of
 
any date
 
on or
before the Distribution that also requires a valuation of Stock or of Phillips
66 Common Stock
 
as of any date
 
after the Distribution
 
shall be deemed to
be
 
one-third
 
of
 
the
 
value
 
of
 
Stock
 
determined
 
using
 
market
 
information
related to Stock as it traded on or before the Distribution.
 
Section 15.
 
Effective Date of Restated Plan.
 
Title
 
I
 
of
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
 
ConocoPhillips
 
is
 
hereby
amended and restated effective as of January 1, 2020.
 
 
 
Exhibit 10.19.1
 
36
 
Executed this ____ day of December 2019, by a duly authorized officer of the Company.
 
 
 
______________________________
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
KEDCP Title I 2020 Restatement
 
12-19-2019