Exhibit 10.19.2
 
1
 
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
OF
CONOCOPHILLIPS
TITLE II
(Effective for benefits earned or vested after
 
December 31, 2004)
2020 AMENDMENT AND RESTATEMENT
 
The Key
 
Employee Deferred
 
Compensation Plan
 
of ConocoPhillips,
 
Title
 
II (“Title
 
II”),
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
 
II was
and
 
remains
 
subject
 
to
 
the
 
2013
 
Restatement
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
II,
 
which
 
was
 
effective
 
as
 
of
 
January
 
1,
2013,
 
together
 
with
 
the
 
First
 
Amendment
 
to
 
Title
 
II
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation Plan of ConocoPhillips (2013 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
 
be
 
paid
 
to
 
them
under various compensation programs or plans by a Participating Subsidiary.
 
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.
 
The Plan
is sponsored and maintained by ConocoPhillips Company.
 
This Title
 
II of the
 
Plan is intended
 
(1) to comply
 
with Code section
 
409A, as enacted
 
as
part of the
 
American Jobs Creation
 
Act of 2004,
 
and official
 
guidance issued thereunder,
 
Exhibit 10.19.2
 
2
 
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)
 
“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
 
the
 
terms
 
of
 
an
 
Award
 
or
 
of
 
an
 
Incentive
Compensation
 
Plan,
 
the
 
Long
 
Term
 
Incentive
 
Compensation
 
Plan,
 
the
 
Strategic
Incentive
 
Plan,
 
a
 
Long
 
Term
 
Incentive
 
Plan,
 
or
 
any
 
similar
 
plans,
 
or
 
any
administrative
 
procedure
 
adopted
 
pursuant
 
thereto,
 
or
 
(iii)
 
credited
 
as
 
a
 
result
 
of
an Employee’s voluntary reduction of Salary,
 
or (iv) any other amount determined
by the Committee to be an Award under the Plan.
(b)
 
“Beneficiary”
 
shall
 
mean
 
a
 
person
 
or
 
persons
 
or
 
the
 
trustee
 
of
 
a
 
trust
 
for
 
the
benefit
 
of
 
a
 
person
 
designated
 
by
 
a
 
Participant
 
to
 
receive,
 
in
 
the
 
event
 
of
 
death,
any
 
unpaid
 
portion
 
of
 
a
 
Participant's
 
Benefits
 
from
 
this
 
Plan,
 
as
 
provided
 
in
Section 8.
(c)
 
“Benefit”
 
shall
 
mean
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
pay
 
amounts
 
from
 
the
Plan.
(d)
 
“Board”
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
(e)
 
“Code”
 
shall mean the
 
Internal Revenue Code
 
of 1986,
 
as amended from
 
time to
time, or any successor statute.
(f)
 
“Committee”
 
shall mean the Nonqualified Plans Benefit
 
Committee as appointed
from
 
time
 
to
 
time
 
by
 
the
 
Board;
 
provided,
 
however,
 
that
 
until
 
a
 
successor
 
is
 
Exhibit 10.19.2
 
3
 
appointed by
 
the Board,
 
the individual
 
serving as
 
the Company’s
 
Vice
 
President
with responsibility over human resources shall be sole member of the Committee.
(g)
 
“Company”
 
shall
 
mean
 
ConocoPhillips
 
Company,
 
a
 
Delaware
 
corporation,
 
or
any successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(h)
 
“ConocoPhillips”
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
(i)
 
“Controlled Group”
 
shall mean ConocoPhillips and its Subsidiaries.
(j)
 
“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,
 
earnings, or expenses
 
accrued
thereon,
 
and
 
payments
 
made
 
therefrom
 
all
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
the
Plan.
(k)
 
“Distribution”
 
shall
 
have
 
the
 
same
 
meaning
 
as
 
that
 
set
 
forth
 
in
 
the
 
Employee
Matters
 
Agreement
 
by
 
and
 
between
 
ConocoPhillips
 
and
 
Phillips
 
66
 
dated
 
as
 
of
April 26, 2012.
(l)
 
“Effective Time”
 
shall have
 
the same
 
meaning as
 
that set
 
forth in
 
the Employee
Matters
 
Agreement
 
by
 
and
 
between
 
ConocoPhillips
 
and
 
Phillips
 
66
 
dated
 
as
 
of
April 26, 2012.
(m)
 
“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.
(n)
 
“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
19 or above or any equivalent salary grade at a Participating Subsidiary.
(o)
 
“Employee”
 
shall
 
mean
 
any
 
individual
 
who
 
is
 
a
 
salaried
 
employee
 
of
 
the
Company or any Participating Subsidiary.
(p)
 
“ERISA”
 
shall mean
 
the Employee
 
Retirement Income
 
Security Act
 
of 1974,
 
as
amended from time to time, or any successor statute.
(q)
 
“Exchange
 
Act”
 
shall
 
mean
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended
and in effect from time to time, or any successor statute.
(r)
 
 
“Fair Market Value”
 
shall mean the
 
value described in the
 
applicable provision
 
Exhibit 10.19.2
 
4
 
of Section 4(a).
(s)
 
“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
 
Controlled Group at
 
any time and
 
rehired by a
member of
 
the Controlled
 
Group after
 
January 1,
 
2003, shall
 
not be
 
considered a
Heritage Conoco Employee for purposes of this Plan.
(t)
 
“Incentive
 
Compensation
 
Plan”
 
shall
 
mean
 
the
 
ConocoPhillips
 
Variable
 
Cash
Incentive
 
Program,
 
the
 
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
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.
(u)
 
“Long-Term
 
Incentive
 
Compensation
 
Plan”
 
shall
 
mean
 
the
 
Long-Term
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
which
 
was
terminated December 31, 1985.
(v)
 
“Long-Term
 
Incentive Plan”
 
shall mean the
 
ConocoPhillips Performance
 
Share
Program,
 
the
 
ConocoPhillips
 
Executive
 
Restricted
 
Stock
 
Unit
 
Program,
 
the
ConocoPhillips
 
Restricted
 
Stock
 
Unit
 
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.
(w)
 
“Omnibus
 
Securities
 
Plan”
 
shall
 
mean
 
the
 
2014
 
Omnibus
 
Stock
 
and
Performance
 
Incentive
 
Plan
 
of
 
ConocoPhillips,
 
the
 
2011
 
Omnibus
 
Stock
 
and
Performance
 
Incentive
 
Plan
 
of
 
ConocoPhillips,
 
the
 
2009
 
Omnibus
 
Stock
 
and
Performance
 
Incentive
 
Plan
 
of
 
ConocoPhillips,
 
the
 
2004
 
Omnibus
 
Stock
 
and
Performance Incentive Plan
 
of ConocoPhillips, the
 
2002 Omnibus Securities
 
Plan
of
 
Phillips
 
Petroleum
 
Company,
 
the
 
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.
(x)
 
“Participant”
 
shall mean
 
a person
 
for whom
 
a Deferred
 
Compensation Account
is maintained.
 
Exhibit 10.19.2
 
5
 
(y)
 
“Participating
 
Subsidiary”
 
shall
 
mean
 
a
 
Subsidiary
 
that
 
has
 
adopted
 
one
 
or
more
 
plans
 
making
 
participants
 
eligible
 
for
 
participation
 
in
 
this
 
Plan
 
and
 
one
 
or
more Employees of which are Potential Participants.
(z)
 
“Plan”
shall
 
mean
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips.
 
The Plan is sponsored and maintained by the Company.
(aa)
 
“Plan Administrator”
 
shall mean the Committee.
(bb)
 
“Plan Year
 
”
shall mean January 1 through December 31.
(cc)
 
“Potential Participant”
 
shall mean
 
a person
 
who has
 
received a
 
notice specified
in Section 2.
(dd)
 
“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.
(ee)
 
“Retirement”
 
or
“Retire”
 
or
“Retiring”
 
shall
 
mean
 
Separation
 
from
 
Service
from the Controlled
 
Group on or
 
after age 55
 
or above and
 
on or after
 
the earliest
early
 
retirement
 
date
 
as
 
defined
 
in
 
applicable
 
title
 
of
 
the
 
ConocoPhillips
Retirement Plan or of the applicable retirement plan of a Participating Company.
(ff)
 
“Schedule
 
A
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
whose
 
name
 
appears
 
in
Schedule A attached to and made a part of this Plan.
(gg)
 
“Separation
 
from
 
Service”
 
shall
 
mean
 
the
 
date
 
on
 
which
 
the
 
Participant
separates
 
from
 
service
 
with
 
the
 
Controlled
 
Group
 
within
 
the
 
meaning
 
of
 
Code
section 409A, whether
 
by reason of
 
death, disability,
 
retirement, or otherwise.
 
In
determining Separation
 
from Service,
 
with regard
 
to a
 
bona fide leave
 
of absence
that is
 
due to
 
any medically
 
determinable physical
 
or mental
 
impairment that
 
can
be expected to result in
 
death or can be expected
 
to last for a continuous
 
period of
not
 
less
 
than
 
six
 
months,
 
where
 
such
 
impairment
 
causes
 
the
 
Employee
 
to
 
be
unable
 
to
 
perform
 
the
 
duties
 
of
 
his
 
or
 
her
 
position
 
of
 
employment
 
or
 
any
substantially similar
 
position of
 
employment, a
 
29-month period
 
of absence
 
shall
be
 
substituted
 
for
 
the
 
six-month
 
period
 
set
 
forth
 
in
 
section
 
1.409A-1(h)(1)(i)
 
of
the regulations issued under section 409A of the Code, as allowed thereunder.
(hh)
 
“Settlement
 
Date”
 
shall
 
mean
 
the
 
date
 
on
 
which
 
all
 
acts
 
under
 
an
 
Incentive
Compensation
 
Plan,
 
a
 
Long-Term
 
Incentive
 
Plan,
 
or
 
the
 
Long-Term
 
Incentive
 
 
Exhibit 10.19.2
 
6
 
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.
(ii)
 
“Salary”
 
shall mean
 
the monthly
 
equivalent rate
 
of pay
 
for
 
an Employee
 
before
adjustments for any before-tax voluntary reductions.
(jj)
 
“Stock”
 
means shares of common stock of ConocoPhillips, par value $.01.
(kk)
 
“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.
(ll)
 
“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.
(mm)
 
“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
 
after
 
2008,
 
at
 
such
 
times
 
as
 
the
Plan
 
Administrator
 
may
 
determine,
 
Eligible
 
Employees
 
who
 
are
 
expected
 
to
 
be
eligible to receive an Award
 
for the immediately following calendar year under an
Incentive Compensation
 
Plan will
 
be notified
 
and given
 
the opportunity
 
to make
an
 
election,
 
using
 
the
 
Election
 
Form
 
or
 
in
 
such
 
other
 
manner
 
prescribed
 
by
 
the
Plan
 
Administrator,
 
to
 
defer
 
all
 
or
 
part
 
of
 
such
 
Award
 
(although
 
with
 
regard
 
to
deferral
 
of
 
an
 
Award
 
from
 
the
 
Performance
 
Share
 
Program
 
for
 
Performance
Period XI [2013 -2015], an election may defer either none or all of
 
the Award,
 
not
a part less than all thereof); provided, however, that
 
in the case of an Award
 
under
 
 
 
 
Exhibit 10.19.2
 
7
 
an
 
Incentive
 
Compensation
 
Plan
 
determined
 
by
 
the
 
Plan
 
Administrator
 
to
 
be
"performance-based
 
compensation"
 
under
 
Code
 
section
 
409A,
 
the
 
Plan
Administrator
 
may
 
delay
 
the
 
notification
 
and
 
opportunity
 
to
 
make
 
an
 
election
until no later than June 30 of the year for which the Award
 
is to be made.
 
(b)
 
Salary
 
Reduction.
 
With
 
regard
 
to
 
each
 
Plan
 
Year,
 
at
 
such
 
times
 
as
 
the
 
Plan
Administrator may
 
determine, Eligible
 
Employees on
 
the U.S.
 
dollar payroll
 
will
be
 
notified
 
and
 
given
 
the
 
opportunity
 
to
 
make
 
an
 
election,
 
using
 
the
 
Election
Form
 
or
 
in
 
such
 
other
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
to
 
make
 
a
voluntary reduction
 
of Salary
 
for each
 
pay period
 
of the
 
following calendar
 
year,
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 Eligible Employee’s Salary per pay period.
(c)
 
Long-Term
 
Incentive Plan.
 
With
 
regard to
 
each
 
Plan
 
Year,
 
at
 
such
 
times
 
as
 
the
Plan Administrator may
 
determine, Employees who
 
are expected to
 
be eligible
 
to
receive an Award
 
for services rendered
 
during a performance
 
period beginning in
the
 
immediately
 
following
 
calendar
 
year
 
under
 
a
 
Long-Term
 
Incentive Plan
 
will
be
 
notified
 
and
 
given
 
the
 
opportunity
 
to
 
make
 
an
 
election,
 
using
 
the
 
Election
Form or in such other manner prescribed by the
 
Plan Administrator, to defer
 
all or
part of such Award
 
;
 
provided, that this
 
paragraph shall not apply
 
to Awards
 
made
under the
 
Restricted
 
Stock Unit
 
Program or
 
its
 
predecessor,
 
the Restricted
 
Stock
Program;
 
and
 
provided,
 
further,
 
that
 
this
 
paragraph
 
shall
 
be
 
effective
 
only
 
with
regard
 
to
 
Awards
 
made
 
pursuant
 
to
 
the
 
Performance
 
Share
 
Program
 
for
performance
 
periods
 
beginning
 
in
 
2013
 
or
 
thereafter;
 
and
 
provided,
 
further,
 
that
this
 
paragraph
 
shall
 
be
 
effective
 
with
 
regard
 
to
 
Awards
 
made
 
pursuant
 
to
 
the
Executive Restricted Stock
 
Unit Program in
 
2018 and
 
2019 but
 
shall not
 
apply to
Awards
 
made
 
pursuant
 
to
 
the
 
Executive
 
Restricted
 
Stock
 
Unit
 
Program
 
for
Awards made
 
after December 31, 2019
 
Section 3.
 
Election to Defer Award or Reduce Salary.
 
(a)
 
Incentive Compensation
 
Plan.
 
If a
 
Potential Participant
 
elects to
 
defer under
 
this
Plan
 
all
 
or
 
any
 
part
 
of
 
the
 
Award
 
to
 
which
 
a
 
notice
 
received
 
under
 
Section
 
2(a)
 
 
 
Exhibit 10.19.2
 
8
 
pertains,
 
the
 
Potential
 
Participant
 
must
 
make
 
such
 
election,
 
using
 
the
 
Election
Form or
 
in such
 
other manner
 
prescribed by
 
the
 
Plan Administrator,
 
which must
be
 
received
 
on
 
or
 
before
 
December
 
31
 
of
 
the
 
year
 
in
 
which
 
said
 
Section
 
2(a)
notice
 
was
 
received
 
(or
 
at
 
such
 
earlier
 
time
 
as
 
may
 
be
 
prescribed
 
by
 
the
 
Plan
Administrator).
 
The
 
Potential
 
Participant's
 
election
 
shall
 
become
 
irrevocable
 
on
December 31 of the year in which said Section 2(a) notice was received (except in
the
 
case
 
of
 
an
 
election
 
for
 
an
 
Award
 
under
 
an
 
Incentive
 
Compensation
 
Plan
determined
 
by
 
the
 
Plan
 
Administrator
 
to
 
be
 
"performance-based
 
compensation"
under Code section 409A,
 
the election shall become
 
irrevocable on June 30
 
of the
year
 
for
 
which
 
the
 
Award
 
is
 
to
 
be
 
made,
 
if
 
so
 
designated
 
by
 
the
 
Plan
Administrator),
 
subject
 
to
 
the
 
provisions
 
Section
 
5(d).
 
If
 
an
 
election
 
is
 
not
properly
 
made
 
and
 
timely
 
received,
 
the
 
Potential
 
Participant
 
will
 
be
 
deemed
 
to
have
 
elected
 
to
 
receive
 
and
 
not
 
to
 
defer
 
any
 
such
 
Incentive
 
Compensation
 
Plan
Award.
(b)
 
Salary Reduction.
 
If a
 
Potential Participant
 
elects to
 
voluntarily reduce
 
Salary to
which
 
a
 
notice
 
received
 
under
 
Section
 
2(b)
 
pertains
 
and
 
receive
 
an
 
Award
hereunder
 
in
 
lieu
 
thereof,
 
the
 
Potential
 
Participant
 
must
 
make
 
an
 
election,
 
using
the Election
 
Form or
 
in such
 
other manner
 
prescribed by
 
the Plan
 
Administrator,
which must be received on or before
 
December 31 (or such earlier time as
 
may be
prescribed by
 
the
 
Plan Administrator)
 
prior to
 
the
 
beginning of
 
the
 
Plan Year
 
of
the
 
elected
 
deferral.
 
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
 
December
 
31
 
prior
 
to
the
 
beginning
 
of
 
the
 
Plan
 
Year,
 
subject
 
to
 
the
 
provisions
 
Section
 
5(d).
 
If
 
an
election is not properly made and timely received, the Potential
 
Participant will be
deemed to have elected to receive and not to defer any such Salary.
(c)
 
Long-Term
 
Incentive
 
Plan.
 
If
 
a
 
Potential
 
Participant
 
elects
 
to
 
defer
 
under
 
this
Plan
 
all
 
or
 
any
 
part
 
of
 
the
 
Award
 
to
 
which
 
a
 
notice
 
received
 
under
 
Section
 
2(c)
pertains,
 
the
 
Potential
 
Participant
 
must
 
make
 
such
 
election,
 
using
 
the
 
Election
Form or
 
in such
 
other manner
 
prescribed by
 
the
 
Plan Administrator,
 
which must
be
 
received
 
on
 
or
 
before
 
December
 
31
 
of
 
the
 
year
 
in
 
which
 
said
 
Section
 
2(c)
notice
 
was
 
received
 
(or
 
at
 
such
 
earlier
 
time
 
as
 
may
 
be
 
prescribed
 
by
 
the
 
Plan
 
 
Exhibit 10.19.2
 
9
 
Administrator).
 
The
 
Potential
 
Participant's
 
election
 
shall
 
become
 
irrevocable
 
on
December 31
 
of the
 
year in
 
which said
 
Section 2(c)
 
notice was
 
received,
 
subject
to
 
the
 
provisions
 
Section
 
5(d).
 
If
 
an
 
election
 
is
 
not
 
properly
 
made
 
and
 
timely
received,
 
the
 
Potential
 
Participant will
 
be
 
deemed
 
to
 
have elected
 
to
 
receive
 
and
not to defer any such Long-Term Incentive Plan Award.
 
Section 4.
 
Deferred Compensation Accounts.
 
(a)
 
Credit for Deferral.
 
Amounts deferred pursuant to Section 3(a) will
 
be credited to
a Deferred
 
Compensation Account
 
for the
 
Participant for
 
the Plan
 
Year
 
in which
the
 
amounts
 
are
 
deferred
 
not
 
later
 
than
 
30
 
days
 
after
 
the
 
Settlement
 
Date
 
of
 
the
Incentive Compensation Plan.
 
Amounts
 
deferred
 
pursuant
 
to
 
other
 
provisions
 
of
 
this
 
Plan
 
shall
 
be
credited to a Deferred Compensation Account for the Participant for the Plan Year
in
 
which
 
such
 
amounts
 
are
 
deferred
 
not
 
later
 
than
 
30
 
days
 
after
 
the
 
date
 
the
Award or Salary would otherwise
 
be payable.
 
If
 
an
 
Award
 
in
 
the
 
form
 
of
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Units
provides
 
that,
 
in
 
certain
 
instances
 
the
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Units
shall
 
be
 
cancelled
 
and
 
a
 
market
 
value
 
in
 
lieu
 
thereof
 
be
 
credited
 
to
 
a
 
Deferred
Compensation Account for the Participant,
 
then the market value shall be
 
credited
to
 
a
 
Deferred
 
Compensation
 
Account
 
for
 
the
 
Participant
 
as
 
of
 
the
 
day
 
that
 
the
Award
 
in the form of Restricted
 
Stock or Restricted Stock Units
 
is cancelled.
 
For
Awards
 
deferred under Section 3(c), the market value of the underlying Restricted
Stock or
 
the shares
 
represented by
 
the Restricted
 
Stock units
 
under a
 
Long-Term
Incentive Plan shall be
 
the Fair Market Value
 
defined in the
 
agreement pertaining
to the Award
 
on the Settlement
 
Date of the
 
Award
 
(or if such
 
agreement does not
define
 
Fair
 
Market
 
Value,
 
then
 
the
 
definition
 
of
 
Fair
 
Market
 
Value
 
under
 
the
Omnibus
 
Securities
 
Plan
 
under
 
which
 
the
 
Award
 
was
 
made
 
shall
 
be
 
used).
 
For
other Awards,
 
following shall apply:
(1)
 
The
 
market
 
value
 
of
 
the
 
underlying
 
Restricted
 
Stock
 
or
 
the
 
shares
represented
 
by
 
the
 
Restricted
 
Stock
 
Units
 
awarded
 
under
 
a
 
Long
 
Term
 
 
Exhibit 10.19.2
 
10
 
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.
(2)
 
For Awards
 
made prior
 
to those
 
times, the
 
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 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.
(b)
 
Designation
 
of
 
Investments.
 
The
 
amount
 
in
 
each
 
Deferred
 
Compensation
Account
 
of
 
a
 
Participant
 
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
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
 
ConocoPhillips,
 
or
 
his
 
successor.
 
The
 
Chief
Financial
 
Officer
 
of
 
ConocoPhillips
 
may
 
include
 
as
 
eligible
 
securities,
 
stocks
listed
 
on
 
a
 
national
 
securities
 
exchange,
 
and
 
bonds,
 
notes,
 
or
 
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
 
 
Exhibit 10.19.2
 
11
 
by
 
investment
 
companies
 
commonly
 
known
 
as
 
“mutual
 
funds.”
 
The
 
Deferred
Compensation
 
Accounts
 
of
 
a
 
Participant
 
will
 
be
 
adjusted
 
to
 
reflect
 
the
 
deemed
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
as
 
though
 
the
 
amount
 
deferred
 
was
 
actually
invested and
 
reinvested in
 
the eligible
 
securities for
 
each Deferred
 
Compensation
Account of the Participant.
 
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
 
Deferred
 
Compensation
 
Account
 
of
 
a
 
Participant,
 
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
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.
(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.
 
Payments shall
 
be made
 
on the
 
dates
 
 
 
Exhibit 10.19.2
 
12
 
specified
 
in
 
the
 
elections
 
of
 
the
 
Participant;
 
provided,
 
however,
 
that
 
the
Participant
 
shall
 
have
 
no
 
right
 
to
 
complain
 
or
 
make
 
a
 
claim
 
about
 
the
 
date
 
of
 
a
payment
 
if
 
such
 
payment
 
is
 
made
 
no
 
earlier
 
than
 
30
 
days
 
prior
 
to
 
the
 
specified
date
 
and
 
no
 
later
 
than
 
the
 
end
 
of
 
the
 
calendar
 
year
 
in
 
which
 
such
 
specified
 
date
falls
 
(or,
 
if
 
later,
 
by
 
the
 
15
th
 
day
 
of
 
the
 
third
 
calendar
 
month
 
following
 
the
specified 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,
 
all members
 
of the
 
Controlled Group,
 
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
Accounts, the amounts credited or debited to such
 
account since the last statement
and
 
the
 
payment
 
schedule
 
of
 
deferred
 
Awards,
 
and
 
deemed
 
gains,
 
losses,
earnings, or expenses 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.
 
Section 5.
 
Payments from Deferred Compensation Accounts.
 
(a)
 
Election
 
of
 
Method
 
of
 
Payment.
 
At
 
the
 
time
 
a
 
Potential
 
Participant
 
submits
 
an
election
 
to
 
defer
 
all
 
or
 
any
 
part
 
of
 
an
 
Award
 
under
 
an
 
Incentive
 
Compensation
Plan as provided
 
in Section 3(a) above
 
or to reduce
 
any part of salary
 
as provided
in Section
 
3(b) above
 
or to
 
defer all
 
or any
 
part of
 
an Award
 
under a
 
Long-Term
Incentive
 
Plan
 
as
 
provided
 
in
 
Section
 
3(c)
 
above,
 
the
 
Potential
 
Participant
 
shall
 
 
Exhibit 10.19.2
 
13
 
also elect, using the Election Form or
 
in such other 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
 
or
 
salary
 
adjusted
 
for
any
 
deemed
 
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
accrued
 
thereon
 
credited
 
to
 
the
Participant’s
 
Deferred
 
Compensation
 
Account
 
under
 
this
 
Plan.
 
Subject
 
to
Paragraph
 
(d)
 
of
 
this
 
Section,
 
the
 
election
 
of
 
the
 
method
 
of
 
payment
 
of
 
the
amount
 
deferred shall
 
become
 
irrevocable on
 
December
 
31
 
of
 
the
 
year
 
in
 
which
the applicable
 
Section 2(a),
 
(b), or
 
(c) notice
 
was
 
received (except
 
in the
 
case of
an
 
election
 
for
 
an
 
Award
 
under
 
an
 
Incentive
 
Compensation
 
Plan
 
determined
 
by
the
 
Plan
 
Administrator
 
to
 
be
 
“performance-based
 
compensation”
 
under
 
Code
section
 
409A,
 
the
 
election
 
shall
 
become
 
irrevocable
 
on
 
June
 
30
 
of
 
the
 
year
 
in
which
 
said
 
Section
 
2(a)
 
notice
 
was
 
received,
 
if
 
so
 
designated
 
by
 
the
 
Plan
Administrator).
 
If
 
an
 
election
 
does
 
not
 
properly
 
indicate
 
a
 
time
 
and
 
method
 
of
payment, the
 
Potential Participant
 
will be
 
deemed to
 
have elected
 
to receive
 
such
payment
 
in
 
a
 
single
 
lump
 
sum
 
at
 
the
 
earlier
 
of
 
death
 
or
 
the
 
first
 
of
 
the
 
calendar
quarter
 
that
 
is
 
(i)
 
with
 
regard
 
to
 
elections
 
made
 
before
 
January
 
1,
 
2020,
 
six
 
(6)
months
 
after
 
the
 
date
 
of
 
the
 
Participant’s
 
Separation
 
from
 
Service
 
and
 
(ii)
 
with
regard
 
to
 
elections
 
mad
 
after
 
December
 
31,
 
2019,
 
twelve
 
(12)
 
months
 
after
 
the
date of the Participant’s Separation from Service
 
other than by death.
(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
 
or salary
 
or an
 
Award
 
under a
Long-Term
 
Incentive
 
Plan,
 
described
 
in
 
Sections
 
3(a),
 
(b),
 
and
 
(c)
 
respectively
(adjusted
 
for
 
any
 
deemed
 
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
accrued
 
thereon)
paid, provided
 
that, for
 
elections after
 
December 31,
 
2019, no
 
first payment
 
shall
commence later than the 100
th
 
birthday of the Participant:
(1)
 
(After Separation
 
from
 
Service)
 
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
 
one year
 
from
 
the
 
Participant’s
Separation
 
from
 
Service
 
and
 
is
 
no
 
longer
 
than
 
five
 
years
 
from
 
the
Participant’s
 
Separation
 
from
 
Service,
 
subject
 
to
 
Paragraph
 
(d)
 
of
 
this
 
 
 
Exhibit 10.19.2
 
14
 
Section, or
(2)
 
(Date
 
Certain)
 
with
 
regard
 
only
 
to
 
the
 
deferred
 
portion
 
of
 
an
 
Incentive
Compensation Award
 
or
 
of salary
 
(but only
 
with respect
 
to salary
 
earned
on or after
 
January 1, 2015)
 
or of an
 
Award
 
under a
 
Long-Term
 
Incentive
Plan
 
(described
 
in
 
Sections
 
3(a),
 
(b),
 
and
 
(c)
 
respectively),
 
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
 
calendar
 
quarter
 
which
 
is
 
designated
 
by
the Participant,
 
is at
 
least one
 
year after
 
the date
 
on which
 
the election
 
is
made, subject to Paragraph (d) of this Section.
(3)
 
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), payment shall be
 
made
on
 
the
 
earlier
 
of
 
the
 
death
 
or
 
the
 
date
 
which
 
is
 
the
 
first
 
of
 
the
 
calendar
quarter that is (i) with regard to elections
 
made before January 1, 2020, six
(6) months
 
after the
 
date of
 
the Participant’s
 
Separation from
 
Service and
(ii) twelve
 
(12) months
 
after the
 
date of
 
the Participant’s
 
Separation from
Service,
 
whether
 
by
 
retirement,
 
disability,
 
or
 
otherwise
 
(other
 
than
 
by
death), of the Participant, subject to Paragraph (d) of this Section.
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
 
a
 
Long-
Term
 
Incentive
 
Plan
 
Award
 
deferred
 
pursuant
 
to
 
Section
 
3(c)
 
(adjusted
 
for
 
any
deemed
 
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
accrued
 
thereon)
 
paid
 
at
 
such
 
times
and in such manner as set forth on such Election Form, subject to Paragraph (d) of
this Section.
(c)
 
Method of Payment of the
 
Value
 
of Certain Restricted Stock
 
and Restricted Stock
Units.
 
If an Award
 
(other than an Award
 
deferred pursuant to Section 3(c))
 
in the
form
 
of
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Units
 
provides
 
that
 
in
 
certain
instances the
 
Restricted
 
Stock or
 
Restricted Stock
 
Units shall
 
be cancelled
 
and a
market value
 
in lieu
 
thereof be
 
credited to
 
a Deferred
 
Compensation Account
 
for
the
 
Participant,
 
payment
 
of
 
such
 
Deferred Compensation
 
Account shall
 
be
 
made
on the earlier of the
 
death or the date which
 
is the first of
 
the calendar quarter that
is
 
(i)
 
with
 
regard
 
to
 
elections
 
made
 
before
 
January
 
1,
 
2020,
 
six
 
(6)
 
months
 
after
 
 
 
 
 
Exhibit 10.19.2
 
15
 
the
 
date
 
of
 
the
 
Participant’s
 
Separation
 
from
 
Service
 
and
 
(ii)
 
with
 
regard
 
to
elections
 
made
 
after
 
December
 
31,
 
2019,
 
twelve
 
(12)
 
months
 
after
 
the
 
date
 
of
Separation
 
from
 
Service,
 
whether
 
by
 
retirement,
 
disability,
 
or
 
otherwise
 
(than
death), of the Participant, subject to Paragraph (d) of this Section.
(d)
 
Change
 
in
 
Time
 
or
 
Form
 
of
 
Payment.
 
A
 
Participant
 
may
 
make
 
an
 
election
 
to
change the time
 
or form of
 
payment elected or
 
set under
 
Section 5 (including
 
this
Paragraph (d)), but only if the following rules are satisfied:
(1)
 
The
 
election
 
to
 
change
 
the
 
time
 
or
 
form
 
of
 
payment
 
may
 
not
 
take
 
effect
until at least twelve months after the date on which such election is made;
(2)
 
Except
 
for
 
a
 
payment
 
made
 
with
 
respect
 
to
 
the
 
death
 
of
 
the
 
Participant,
payment
 
under
 
such
 
election
 
may
 
not
 
be
 
made
 
earlier
 
than
 
at
 
least
 
five
years
 
from
 
the
 
date
 
the
 
payment
 
would
 
have
 
otherwise
 
been
 
made
 
or
commenced;
(3)
 
Such payment may commence as of the beginning of any calendar quarter;
(4)
 
An election to receive
 
payments in installments shall
 
be treated as a
 
single
payment for purposes of these rules;
(5)
 
The
 
election
 
may
 
not
 
result
 
in
 
an
 
impermissible
 
acceleration
 
of
 
payment
prohibited under Code section 409A;
(6)
 
No
 
more
 
than
 
three
 
(3)
 
such
 
elections
 
shall
 
be
 
permitted
 
with
 
respect
 
to
each Deferred Compensation Account of a Participant; and
(7)
 
For
 
changes
 
made
 
after
 
December
 
31,
 
2019,
 
no
 
first
 
payment
 
may
 
be
scheduled to commence after the 100
th
 
birthday of the Participant.
 
(e)
 
Effect
 
of
 
Taxation.
 
If
 
a
 
portion
 
of
 
a
 
Participant’s
 
Benefits
 
under
 
the
 
Plan
 
(and
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
thereon)
 
is
 
includible
 
in
 
income
 
under
 
Code
section 409A, such portion shall be distributed immediately to the Participant.
(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
 
determined
 
in
 
accordance
 
with
 
Section
 
8.,
 
shall
receive
 
payments
 
in
 
accordance
 
with
 
the
 
payment
 
option
 
selected
 
by
 
the
 
Exhibit 10.19.2
 
16
 
Participant
 
or,
 
if
 
no
 
payment
 
option
 
was
 
properly
 
and
 
timely
 
selected
 
by
 
the
Participant
 
with
 
regard
 
to
 
a
 
Deferred
 
Compensation
 
Account,
 
upon
 
the
 
death
 
of
the Participant.
 
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”) and
 
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 may,
 
in a manner prescribed by the Plan Administrator,
 
make an
election
 
to
 
voluntarily
 
reduce
 
salary
 
and
 
defer
 
the
 
amount
 
of
 
the
 
voluntary
 
salary
reduction for salary received
 
for 2005 and receive
 
a salary deferral credit
 
under this Plan;
provided, that
 
all of
 
the Plan
 
provisions (other
 
than eligibility
 
to participate)
 
shall apply
to such an election.
 
Section 7.
 
Schedule A Employees.
 
Notwithstanding
 
any
 
earlier
 
election
 
or
 
indication
 
of
 
preference
 
to
 
participate
 
in
voluntary salary reductions
 
to be deferred
 
into the
 
Plan in
 
2005 or deferrals
 
into the Plan
in 2005
 
of Awards
 
under an
 
Incentive Compensation
 
Plan, Schedule
 
A Employees
 
shall
have
 
their
 
participation
 
in
 
the
 
Plan
 
for
 
2005
 
revoked
 
as
 
to
 
the
 
salary
 
reductions
 
or
Incentive
 
Compensation
 
Plan
 
Award
 
or
 
both,
 
as
 
indicated
 
on
 
Schedule
 
A
 
to
 
this
 
Plan.
 
Any
 
such
 
deferrals
 
made
 
in
 
2005
 
for
 
such
 
Schedule
 
A
 
Employees
 
shall
 
be
 
returned
 
to
them
 
(together
 
with
 
any
 
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
thereon)
 
on
 
or
 
before
December 31, 2005.
 
 
Exhibit 10.19.2
 
17
 
Section 8.
 
Beneficiary Designation.
 
A Participant
 
may
 
designate
 
a
 
Beneficiary
 
or
 
Beneficiaries
 
to receive
 
the
 
entire
 
balance
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
by
 
giving
 
signed
 
written
 
notice
 
of
such designation
 
to the
 
Plan Administrator
 
upon forms
 
supplied by
 
and delivered
 
to the
Plan
 
Administrator
 
and
 
may
 
revoke
 
such
 
designations
 
in
 
writing;
 
provided,
 
that
 
writing
and
 
signing
 
may
 
be
 
done
 
by
 
any
 
electronic
 
means
 
approved
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Participant
 
may
 
from
 
time
 
to
 
time
 
change
 
or
 
cancel
 
any
 
previous
 
beneficiary
designation
 
in
 
the
 
same
 
manner.
 
The
 
last
 
beneficiary
 
designation
 
received
 
by
 
the
 
Plan
Administrator shall
 
be controlling
 
over any
 
prior
 
designation and
 
over any
 
testamentary
or
 
other
 
disposition.
 
After
 
acceptance
 
by
 
the
 
Plan
 
Administrator
 
of
 
such
 
written
designation, it
 
shall take
 
effect as
 
of the
 
date on
 
which it
 
was signed
 
by the
 
Participant,
whether the
 
Participant is
 
living at
 
the time
 
of such
 
receipt, but
 
without prejudice
 
to the
Company
 
or
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
or
 
the
 
Plan
 
Administrator
 
or
 
their
respective employees and
 
agents on account of
 
any payment made
 
under this Plan
 
before
receipt
 
of
 
such
 
designation.
 
If
 
no
 
designation
 
of
 
a
 
Beneficiary
 
is
 
on
 
file
 
with
 
the
 
Plan
Administrator
 
at
 
the
 
time
 
of
 
the
 
death
 
of
 
the
 
Participant
 
or
 
such
 
designation
 
is
 
not
effective
 
for
 
any
 
reason
 
as
 
determined
 
by
 
the
 
Plan
 
Administrator,
 
then,
 
for
 
purposes
 
of
this
 
Plan,
 
“Beneficiary”
 
shall
 
mean,
 
and
 
such
 
Benefits
 
shall
 
be
 
paid
 
to,
 
(i)
 
the
Participant's
 
surviving
 
spouse
 
as
 
of
 
the
 
Participant's
 
date
 
of
 
death,
 
or
 
(ii)
 
if
 
there
 
is
 
no
surviving spouse as of the Participant's date of death, the Participant’s estate.
 
Section 9.
 
Acceleration of Payment of Benefits.
 
Notwithstanding
 
any
 
other
 
provision
 
of
 
this
 
Plan
 
to
 
the
 
contrary,
 
except
 
as
 
provided
 
in
Section 18(g) and below,
 
in no event shall this
 
Plan permit the acceleration
 
of the time or
schedule
 
of
 
any
 
payment
 
or
 
distribution
 
under
 
this
 
Plan,
 
except
 
that
 
the
 
Plan
Administrator may accelerate a
 
payment or distribution under
 
this Plan to
 
comply with a
certificate
 
of
 
divestiture,
 
as
 
provided
 
in
 
section
 
1.409A-3(j)(4)(iii)
 
of
 
the
 
Treasury
regulations.
 
Moreover,
 
if
 
a
 
portion
 
of
 
a
 
Participant's
 
Benefit
 
(and
 
earnings,
 
gains,
 
and
losses thereon)
 
is includible
 
in income
 
under Code
 
section 409A,
 
then such
 
portion shall
 
Exhibit 10.19.2
 
18
 
be
 
distributed
 
immediately
 
to
 
the
 
Participant
 
in
 
accordance
 
with
 
section
 
1.409A-
3(j)(4)(vii) of the Treasury regulations.
 
Section 10.
 
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.
 
Section 11.
 
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
 
Exhibit 10.19.2
 
19
 
shall be binding, final and conclusive on all parties.
(b)
 
The
 
Plan
 
Administrator
 
and
 
his
 
or
 
her
 
delegates
 
shall
 
serve
 
without
 
bond
 
and
without
 
compensation
 
for
 
services
 
under
 
this
 
Plan.
 
All
 
expenses
 
of
 
the
 
Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the
 
Company.
 
None
 
of
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
shall
 
be
liable
 
for
 
any
 
act
 
or
 
omission
 
on
 
his
 
or
 
her
 
own
 
part
 
excepting
 
his
 
or
 
her
 
own
willful
 
misconduct.
 
Without
 
limiting
 
the
 
generality
 
of
 
the
 
foregoing,
 
any
 
such
decision
 
or
 
action
 
taken
 
by
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
in
reliance
 
upon
 
any
 
information
 
supplied
 
by
 
an
 
officer
 
of
 
the
 
Company,
 
the
Company's
 
legal
 
counsel,
 
or
 
the
 
Company's
 
independent
 
accountants
 
in
connection
 
with
 
the
 
administration
 
of
 
this
 
Plan
 
shall
 
be
 
deemed
 
to
 
have
 
been
taken in good faith.
 
 
Section 11.1
 
Claim for Benefits.
 
 
(a)
 
Any
 
claim
 
for
 
benefits
 
hereunder
 
shall
 
be
 
presented
 
in
 
writing
 
to
 
the
 
Plan
Administrator
 
for
 
consideration,
 
grant,
 
or
 
denial.
 
Claimants
 
will
 
be
 
notified
 
in
writing
 
of
 
approved
 
claims,
 
which
 
will
 
be
 
processed
 
as
 
claimed.
 
A
 
claim
 
is
considered
 
approved
 
only
 
if
 
its
 
approval
 
is
 
communicated
 
in
 
writing
 
to
 
a
claimant.
(b)
 
In the
 
case of
 
a denial
 
of a
 
claim respecting
 
benefits paid
 
or payable
 
with respect
to
 
a
 
Participant,
 
a
 
written
 
notice
 
will
 
be
 
furnished
 
to
 
the
 
claimant
 
within
 
ninety
(90) days of the date
 
on which the claim is
 
received by the Plan
 
Administrator.
 
If
special circumstances (such
 
as for a hearing)
 
require a longer
 
period, the claimant
will be notified in
 
writing, prior to the
 
expiration of the ninety
 
(90)-day period, of
the
 
reasons
 
for
 
an
 
extension
 
of
 
time;
 
provided,
 
however,
 
that
 
no
 
extensions
 
will
be permitted beyond ninety (90) days after the expiration of the initial ninety (90)-
day period.
 
A denial
 
or partial
 
denial of
 
a claim
 
will be
 
dated and
 
signed by
 
the
Plan Administrator and will clearly set forth:
(1)
 
the specific reason or reasons for the denial;
(2)
 
specific reference to pertinent Plan provisions on which the denial is
based;
 
Exhibit 10.19.2
 
20
 
(3)
 
a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and
(4)
 
an explanation of the procedure for review of the denied or partially
denied claim set forth below, including the claimant’s
 
right to bring a civil
action under ERISA section 502(a) following an adverse benefit
determination on review.
(c)
 
Upon
 
denial
 
of
 
a
 
claim,
 
in
 
whole
 
or
 
in
 
part,
 
a
 
claimant
 
or
 
his
 
duly
 
authorized
representative will
 
have the
 
right to
 
submit a
 
written request
 
to the
 
Trustee
 
for a
full and
 
fair
 
review of
 
the denied
 
claim by
 
filing
 
a written
 
notice
 
of
 
appeal
 
with
the Trustee
 
within sixty
 
(60) days
 
of the
 
receipt by
 
the claimant
 
of written
 
notice
of the denial
 
of the claim.
 
A claimant or
 
the claimant’s
 
authorized representative
will have, upon request and
 
free of charge, reasonable access
 
to, and copies of, all
documents,
 
records,
 
and
 
other
 
information
 
relevant
 
to
 
the
 
claimant’s
 
claim
 
for
benefits
 
and
 
may
 
submit
 
issues
 
and
 
comments
 
in
 
writing.
 
The
 
review
 
will
 
take
into
 
account all
 
comments,
 
documents,
 
records, and
 
other
 
information
 
submitted
by the
 
claimant relating
 
to the
 
claim, without
 
regard to
 
whether such
 
information
was
 
submitted
 
or
 
considered
 
in
 
the
 
initial
 
benefit
 
determination.
 
If the
 
claimant
fails to
 
file a
 
request for
 
review within
 
sixty
 
(60) days
 
of the
 
denial notification,
the claim
 
will be
 
deemed abandoned
 
and the
 
claimant precluded
 
from reasserting
it.
 
If
 
the
 
claimant
 
does
 
file
 
a
 
request
 
for
 
review,
 
his
 
request
 
must
 
include
 
a
description of
 
the issues
 
and evidence
 
he deems
 
relevant.
 
Failure to
 
raise issues
or present
 
evidence on
 
review will
 
preclude those
 
issues or
 
evidence from
 
being
presented in any subsequent proceeding or judicial review of the claim.
(d)
 
The
 
Trustee
 
will
 
provide
 
a
 
prompt
 
written
 
decision
 
on
 
review.
 
If
 
the
 
claim
 
is
denied on review, the decision shall set forth:
(1)
 
the specific reason or reasons for the adverse determination;
(2)
 
specific
 
reference
 
to
 
pertinent
 
Plan
 
provisions
 
on
 
which
 
the
 
adverse
determination is based;
(3)
 
a statement that the claimant is entitled to receive, upon request and free of
charge,
 
reasonable
 
access
 
to,
 
and
 
copies
 
of,
 
all
 
documents,
 
records,
 
and
other information relevant to the claimant’s claim for benefits; and
 
 
Exhibit 10.19.2
 
21
 
(4)
 
a
 
statement
 
describing
 
any
 
voluntary
 
appeal
 
procedures
 
offered
 
by
 
the
Plan
 
and
 
the
 
claimant’s
 
right
 
to
 
obtain
 
the
 
information
 
about
 
such
procedures, as well as a statement of the claimant’s
 
right to bring an action
under ERISA section 502(a).
(e)
 
A
 
decision
 
will
 
be
 
rendered
 
no
 
more
 
than
 
sixty
 
(60)
 
days
 
after
 
the
 
Trustee’s
receipt of
 
the request
 
for review,
 
except that
 
such period
 
may be
 
extended for
 
an
additional
 
sixty
 
(60)
 
days
 
if
 
the
 
Trustee
 
determines
 
that
 
special
 
circumstances
(such as for a hearing) require
 
such extension.
 
If an extension of time
 
is required,
written notice of
 
the extension
 
will be furnished
 
to the claimant
 
before the
 
end of
the initial sixty (60)-day period.
(f)
 
To
 
the extent permitted by
 
law, decisions
 
reached under the claims procedures
 
set
forth in
 
this Section
 
shall be
 
final and
 
binding on
 
all parties.
 
No legal
 
action for
benefits
 
under
 
the
 
Plan
 
shall
 
be
 
brought
 
unless
 
and
 
until
 
the
 
claimant
 
has
exhausted his
 
remedies under
 
this Section.
 
In any
 
such legal
 
action, the
 
claimant
may only
 
present evidence
 
and theories
 
which
 
the
 
claimant
 
presented during
 
the
claims procedure.
 
Any
 
claims which
 
the
 
claimant
 
does not
 
in good
 
faith
 
pursue
through
 
the
 
review
 
stage
 
of
 
the
 
procedure
 
shall
 
be
 
treated
 
as
 
having
 
been
irrevocably waived.
 
Judicial review
 
of a claimant’s
 
denied claim shall
 
be limited
to a
 
determination of
 
whether the
 
denial was
 
an abuse
 
of discretion
 
based on
 
the
evidence and theories the claimant presented during the claims procedure.
(g)
 
Any payment to a Participant or Beneficiary,
 
all in accordance with the provisions
of
 
this
 
Plan,
 
shall
 
to
 
the
 
extent
 
thereof
 
be
 
in
 
full
 
satisfaction
 
of
 
all
 
claims
hereunder
 
against
 
the
 
Plan
 
Administrator,
 
the
 
Company
 
and
 
all
 
Participating
Subsidiaries,
 
any
 
of
 
which
 
may
 
require
 
such
 
Participant
 
or
 
Beneficiary
 
as
 
a
condition to
 
such payment
 
to execute
 
a receipt
 
and
 
release therefor
 
in such
 
form
as shall be
 
determined by the
 
Plan Administrator,
 
the Company or
 
a Participating
Subsidiary.
 
If a
 
receipt and
 
release is
 
required and
 
the Participant
 
or Beneficiary
(as
 
applicable)
 
does
 
not
 
provide
 
such
 
receipt
 
and
 
release
 
in
 
a
 
timely
 
enough
manner
 
to
 
permit
 
a
 
timely
 
distribution
 
in
 
accordance
 
with
 
the
 
general
 
timing
 
of
distribution
 
provisions
 
in
 
this
 
Plan,
 
the
 
payment
 
of
 
any
 
affected
 
distribution(s)
shall be forfeited.
 
Exhibit 10.19.2
 
22
 
(h)
 
Benefits under
 
this Plan
 
will be
 
paid only
 
if the
 
Plan Administrator
 
decides in
 
its
discretion
 
that
 
a
 
Participant
 
or
 
Beneficiary
 
is
 
entitled
 
to
 
the
 
Benefits.
 
Notwithstanding
 
the
 
foregoing
 
or
 
any
 
provision
 
of
 
this
 
Plan,
 
a
 
Participant
 
(or
other claimant)
 
must exhaust
 
all administrative
 
remedies set
 
forth in
 
this
 
Section
11.1
 
or
 
otherwise
 
established
 
by
 
the
 
Plan
 
Administrator
 
before
 
bringing
 
any
action
 
at
 
law
 
or
 
equity.
 
Any
 
claim
 
based on
 
a
 
denial of
 
a
 
claim
 
under this
 
Plan
must be brought
 
no later
 
than the date
 
which is two
 
(2) years after
 
the date
 
of the
final denial of a claim under this Section 11.1.
 
Any claim not brought within such
time shall be waived and forever barred.
 
Section 12.
 
Rights of Employees and Participants.
 
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit
 
under
 
the
 
Plan)
 
shall
 
confer
 
upon
 
any
 
Employee
 
or
 
Participant
 
any
 
right
 
to
continue in the employ or
 
other service of the Company
 
or any member of the
 
Controlled
Group
 
or
 
constitute
 
any
 
contract
 
or
 
limit
 
in
 
any
 
way
 
the
 
right
 
of
 
the
 
Company
 
or
 
any
member of
 
the Controlled
 
Group to
 
change such
 
person's compensation
 
or other
 
benefits
or position or to terminate the employment of such person with or without cause.
 
Section 13.
 
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
 
or
 
program,
 
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 14.
 
Awards in Foreign
 
Countries.
 
 
The
 
Board
 
or
 
its
 
delegate
 
shall
 
have
 
the
 
authority
 
to
 
adopt
 
such
 
modifications,
procedures, and
 
subplans as
 
may be
 
necessary or
 
desirable to
 
comply with
 
provisions of
the
 
laws
 
of
 
foreign
 
countries
 
in
 
which
 
the
 
Company
 
or
 
Participating
 
Subsidiaries
 
may
 
 
 
Exhibit 10.19.2
 
23
 
operate to
 
assure the
 
viability of
 
the Benefits
 
of Participants
 
employed in
 
such countries
and to meet the purpose of this Plan.
 
 
Section 15.
 
Amendment and Termination.
 
The Board reserves
 
the right
 
to amend this
 
Plan from time
 
to time,
 
to terminate this
 
Plan
entirely
 
at
 
any
 
time,
 
and
 
to
 
delegate
 
such
 
authority
 
as
 
the
 
Board
 
deems
 
necessary
 
or
desirable;
 
provided,
 
however,
 
that
 
no
 
amendment
 
may
 
affect
 
the
 
balance
 
in
 
a
Participant’s
 
account on
 
the effective
 
date
 
of
 
the
 
amendment; and,
 
further
 
provided, the
Company shall remain
 
liable for any
 
Benefits accrued under
 
this Plan prior
 
to the date
 
of
amendment or termination.
 
Section 16.
 
Method of Providing Payments.
 
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts
 
to
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Accounts
 
shall
 
represent
 
the
Company’s
 
unfunded
 
and
 
unsecured
 
promise
 
to
 
pay
 
compensation
 
in
 
the
 
future.
 
With
 
respect to
 
said
 
amounts,
 
the
 
relationship
 
of the
 
Company
 
and
 
a
 
Participant
shall be
 
that of
 
debtor and
 
general unsecured
 
creditor.
 
While the
 
Company may
make investments for
 
the purpose of
 
measuring and meeting
 
its obligations under
this Plan
 
such investments shall
 
remain the sole
 
property of
 
the Company
 
subject
to claims of its creditors generally, and shall not be deemed to form or be included
in any part of the Deferred Compensation Accounts.
(b)
 
Funding.
 
It is
 
the intention
 
of the
 
Company that
 
this
 
Plan shall
 
be unfunded
 
for
federal tax
 
purposes and
 
for purposes
 
of Title
 
I of
 
ERISA.
 
All amounts
 
payable
under this
 
Plan
 
shall
 
be paid
 
solely
 
from
 
the
 
general assets
 
of
 
the
 
Company
 
and
any
 
rights
 
accruing
 
to
 
a
 
Participant
 
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.
 
 
Exhibit 10.19.2
 
24
 
Section 17.
 
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
mental
 
or
 
physical
 
disability,
 
instead
 
be
 
made
 
to
 
the
 
guardian
 
or
 
legal
representative
 
of
 
such
 
person
 
or
 
to
 
the
 
person
 
having
 
custody
 
of
 
such
 
person
(unless prior
 
claim therefor
 
shall have
 
been made
 
by a
 
duly qualified
 
guardian or
other
 
legal
 
representative),
 
without
 
further
 
liability
 
either
 
on
 
the
 
part
 
of
 
the
Company
 
or
 
a
 
Participating
 
Subsidiary
 
or
 
the
 
Plan
 
for
 
the
 
amount
 
of
 
such
payment
 
to
 
the
 
person
 
on
 
whose
 
benefit
 
such
 
payment
 
is
 
made.
 
Any
 
payment
made
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
provision
 
shall
 
be
 
a
 
complete
discharge
 
of
 
any
 
liability
 
of
 
the
 
Company,
 
its
 
Subsidiaries,
 
and
 
this
 
Plan
 
with
respect to the Benefits so paid.
(f)
 
Payment
 
of
 
Plan
 
Benefits
 
may
 
be
 
subject
 
to
 
administrative
 
or
 
other
 
delays
 
that
result
 
in
 
payment
 
to
 
the
 
Participant
 
or
 
his
 
beneficiaries
 
on
 
a
 
date
 
later
 
than
 
the
date specified
 
in this
 
Plan or
 
the Participant's
 
Election Form.
 
Any such
 
payment
delays
 
will
 
comply
 
with
 
Code
 
section
 
409A
 
of
 
the
 
Code,
 
including
 
without
 
Exhibit 10.19.2
 
25
 
limitation
 
section
 
1.409A-2(b)(7)
 
of
 
the
 
Treasury
 
regulations.
 
No
 
Participant
 
or
Beneficiary
 
shall
 
be
 
entitled
 
to
 
any
 
additional
 
earnings
 
or
 
interest
 
in
 
respect
 
of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
 
If
 
all
 
or
 
any
 
part
 
of
 
any
 
Participant's
 
or
 
Beneficiary's
 
Benefits
 
hereunder
 
shall
become subject to any estate, inheritance, income, employment
 
or other tax which
the
 
Company
 
shall
 
be
 
required
 
to
 
pay
 
or
 
withhold,
 
the
 
Company
 
shall
 
have
 
the
full power
 
and authority
 
to withhold
 
and pay
 
such tax
 
out of
 
any monies
 
or other
property
 
held
 
for
 
the
 
account
 
of
 
the
 
Participant
 
or
 
Beneficiary
 
whose
 
interests
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
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
 
Plan
 
is
 
intended
 
to
 
meet
 
the
 
requirements
 
of
 
Code
 
section
 
409А,
 
as
applicable,
 
in
 
order
 
to
 
avoid
 
any
 
adverse
 
tax
 
consequences
 
resulting
 
from
 
any
failure
 
to
 
comply
 
with
 
Code
 
section
 
409А
 
and,
 
as
 
a
 
result,
 
this
 
Plan
 
shall
 
be
operated
 
in
 
a
 
manner
 
consistent
 
with
 
such
 
compliance.
 
Except
 
to
 
the
 
extent
expressly
 
set
 
forth
 
in
 
this
 
Plan,
 
the
 
Participant
 
(and/or
 
the
 
Participant's
 
Exhibit 10.19.2
 
26
 
Beneficiary,
 
as applicable) shall
 
have no right
 
to dictate the
 
taxable year in
 
which
any payment hereunder that is subject to Code section 409А should be paid.
(k)
 
This
 
Title
 
II
 
replaced
 
Title
 
I
 
of
 
the
 
Plan,
 
which
 
was
 
frozen
 
effective
 
as
 
of
December
 
31,
 
2004.
 
The
 
distribution
 
of
 
amounts
 
that
 
were
 
earned
 
and
 
vested
(within
 
the
 
meaning
 
of
 
Code
 
section
 
409A
 
and
 
official
 
guidance
 
issued
thereunder)
 
under
 
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.
(l)
 
At the Effective
 
Time, certain
 
active employees of
 
Phillips 66 and
 
members of its
controlled
 
group
 
ceased
 
to
 
participate
 
in
 
the
 
Plan,
 
and
 
the
 
liabilities,
 
including
liabilities related to
 
benefits grandfathered from Code
 
section 409A (
i.e.
, amounts
deferred
 
and
 
vested
 
prior
 
to
 
January
 
1,
 
2005),
 
for
 
these
 
participant's
 
benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and
 
continued
 
as
 
the
 
Phillips
 
66
 
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,
 
ConocoPhillips,
other members of the
 
Controlled Group (as determined
 
after the Distribution), the
Plan,
 
any
 
directors,
 
officers,
 
or
 
employees
 
of
 
any
 
member
 
of
 
the
 
Controlled
Group
 
(as
 
determined
 
after
 
the
 
Distribution),
 
and
 
any
 
successors
 
thereto,
 
shall
have no further obligation or liability to, or on
 
behalf of, any such participant with
respect to any
 
benefit, amount,
 
or right transferred
 
to or due
 
under the Phillips
 
66
Key Employee Deferred Compensation Plan.
 
Further,
 
as
 
of
 
the
 
Distribution,
 
any
 
Phillips
 
66
 
common
 
stock
 
("Phillips
 
66
Stock")
 
held
 
in
 
the
 
Company
 
Stock
 
Fund
 
shall
 
be
 
transferred
 
to
 
a
 
separate
Investment
 
Option
 
under
 
this
 
Plan
 
that
 
is
 
accounted
 
for
 
as
 
if
 
investments
 
were
made
 
in
 
Phillips
 
66
 
Stock,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
with
 
accounting
 
entries
 
being
 
sufficient
 
therefor.
 
Investments
 
in
 
the
 
Phillips
 
66
Stock
 
fund
 
will
 
be
 
determined
 
as
 
of
 
the
 
Distribution.
 
On
 
and
 
after
 
the
Distribution, a
 
Participant will
 
be allowed
 
to hold
 
or liquidate
 
his or
 
her deemed
investment in Phillips
 
66 Stock.
 
No additional deemed investments
 
in Phillips 66
Stock will be allowed to be elected.
 
Further still,
 
as of
 
the Distribution,
 
the Restricted
 
Stock and
 
Restricted Stock
 
Exhibit 10.19.2
 
27
 
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
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.
 
 
Exhibit 10.19.2
 
28
 
Section 18.
 
Effective Date of the Restated Plan.
 
Title
 
II
 
of
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
 
ConocoPhillips
 
is
 
hereby
amended and
 
restated as
 
set forth
 
in this
 
2020 Amendment
 
and Restatement
 
effective as
of January 1, 2020.
 
 
Executed this ____ day of December, 2019, by a duly authorized officer of the Company.
 
 
 
 
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
KEDCP Title II 2020 Restatement
 
12-19-2019
 
Exhibit 10.19.2
 
29
 
APPENDIX A
 
SELECT NEW HIRES TO
 
TITLE II OF
 
THE KEY EMPLOYEE DEFERRED COMEPNSATION
 
PLAN OF
CONOCOPHILLIPS
 
 
 
For Select New Hires, as set forth in resolutions adopted from time to time by the Human
Resources and Compensation
 
Committee of the
 
Board of Directors of
 
ConocoPhillips, or
its successor, the following provisions apply:
 
1.
 
The
 
Select
 
New
 
Hire
 
will,
 
effective
 
on
 
the
 
first
 
day
 
of
 
employment
 
with
 
the
Controlled
 
Group,
 
become
 
a
 
Participant
 
in
 
Title
 
II
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation
 
Plan
 
of
 
ConocoPhillips.
 
A
 
Deferred
 
Compensation
 
Account
 
will
 
be
created
 
for
 
the
 
Select
 
New
 
Hire
 
in
 
the
 
Plan.
 
The
 
amount
 
set
 
forth
 
in
 
the
 
applicable
resolution
 
will
 
be
 
credited
 
to
 
the
 
Deferred
 
Compensation
 
Account
 
for
 
the
 
Select
 
New
Hire
 
not
 
later
 
than
 
30
 
days
 
after
 
the
 
first
 
day
 
of
 
employment
 
of
 
the
 
Select
 
New
 
Hire.
 
Section 5(a)
 
of the
 
Plan shall
 
be disregarded
 
with respect
 
to the
 
Deferred Compensation
Account, and in lieu thereof
 
the Select New Hire
 
shall be asked to complete
 
and return to
the Plan Administrator election
 
forms to set the
 
time and form of
 
distribution with regard
to
 
the
 
Deferred
 
Compensation
 
Account
 
either
 
before
 
the
 
first
 
day
 
of
 
employment
 
or
 
no
later than 30 days after t
 
he first day of employment.
 
Other than with regard to the
 
timing
of the initial distribution election (as set
 
forth in the preceding sentence), other provisions
of
 
Section
 
5
 
of
 
the
 
Plan
 
shall
 
apply
 
to
 
the
 
Deferred
 
Compensation
 
Account,
 
including
default provisions in
 
the event that a
 
properly completed initial
 
distribution election form
is
 
not
 
received
 
within
 
the
 
time
 
set
 
forth
 
in
 
the
 
preceding
 
sentence.
 
For
 
purposes
 
of
Section
 
5(b)(ii)
 
of
 
the
 
Plan,
 
the
 
amount
 
set
 
forth
 
in
 
the
 
applicable
 
resolution
 
shall
 
be
considered to be a deferred portion of an Incentive Compensation Plan award.
 
Exhibit 10.19.2
 
30
 
2.
 
The
 
resolution
 
granting
 
participation
 
to
 
the
 
Select
 
New
 
Hire
 
will
 
also
 
set
 
the
vesting schedule for the
 
Deferred Compensation Account provided
 
pursuant to paragraph
1 of this Appendix.
3.
 
All other provisions of the Plan will
 
apply to the Deferred Compensation
 
Account
and the Select New Hire as a Participant in the Plan.
4.
 
Nothing
 
in
 
this
 
Appendix
 
is
 
intended
 
to
 
affect
 
the
 
other
 
operations
 
of
 
the
 
Plan,
such as
 
Salary reductions
 
and deferrals
 
or Incentive
 
Compensation Plan
 
deferrals.
 
If the
Select New
 
Hire is,
 
under the
 
provisions of
 
the Plan,
 
otherwise eligible
 
to, participate
 
in
the Plan, the Select New Hire may do so in accordance with those provisions.
 
 
Exhibit 10.19.2
 
31
 
SCHEDULE A
 
TO TITLE II OF THE
KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
CONOCOPHILLIPS
 
For Schedule A Employees, as defined in Title II of the Key Employee Deferred
Compensation Plan of ConocoPhillips, the following table shows the Employee Number,
Name of the Employee, and whether the Employee revoked salary deferral or Incentive
Compensation Plan Award
 
deferral or both with regard to deferrals made in 2005:
 
Employee
Number
Employee
Revoke
Salary
Deferral
Revoke Incentive
Compensation Plan
Deferral
012851
Farace, Sam A.
Yes
Yes
031006
Readal, Thomas C.
Yes
Yes
123415
Harpole, Kenneth J.
Yes
Yes
276875
Flesher, Robert G.
Yes
Yes
374304
Haynes, Thomas E.
No
Yes
494503
Halter, Donald J.
No
Yes
812045
Smith, Robert L.
Yes
Yes
867263
Fuhr, Kris J.
No
Yes
872498
Thompson, David A.
Yes
Yes