Exhibit 10.
 
2
 
1
 
ORIGINAL FOR EXECUTION
APPROVED
 
VICE PRESIDENT
 
HUMAN
 
RESOURCES
EFFECTIVE JANUARY
 
15,
 
202
 
1
 
 
CONOCOPHILLIPS
EXECUTIVE SEVERANCE PLAN
 
(Amended and Restated Effective as of January
 
15,
 
202
 
1)
 
 
Effective
 
October
 
1, 2004,
 
the Company
 
adopted
 
the
 
ConocoPhillips
 
Executive
Severance
 
Plan
 
(the
 
"Plan")
 
for
 
the
 
benefit
 
of
 
certain
 
employees
 
of
 
the
 
Company
 
and
 
its
subsidiaries.
 
It was amended and
 
restated effective January 1,
 
2005 and December 31, 2008.
 
This
amendment
 
and
 
restatement
 
of
 
the
 
Plan
 
shall
 
be
 
effective
 
January
 
15,
 
202
 
1.
 
Any
 
Eligible
Employee
 
(as
 
defined
 
below) having
 
a Severance
 
Date
 
(as defined
 
below) prior
 
to January
 
15,
202
 
1, shall have benefits under
 
this Plan determined in
 
accordance with the
 
provisions of this Plan
as
 
they
 
existed
 
prior
 
to
 
this
 
amendment
 
and
 
restatement.
 
Any
 
Eligible Employee
 
(as
 
defined
below)
 
having
 
a
 
Severance
 
Date
 
(as
 
defined
 
below)
 
on
 
or
 
after
 
January
 
15,
 
202
 
1, shall
 
have
benefits
 
under this Plan determined in accordance with the provisions of this Plan
 
pursuant to this
amendment
 
and restatement.
 
All capitalized
 
terms used
 
herein
 
are defined
 
in Section
 
1 hereof.
 
This
 
Plan
 
is intended
 
to
 
be
 
a
 
plan
 
maintained
 
primarily
 
for
 
the
 
purpose
 
of
 
providing
 
deferred
compensation
 
for
 
a select
 
group
 
of
 
management
 
or highly
 
compensated
 
employees,
 
within the
meaning of Title I
 
of the
 
Employee Retirement Income Security Act
 
of 1974, as
 
amended and shall
be interpreted
 
in a manner consistent with such intention.
 
SECTION
1
.
 
DEFINITIONS
.
 
As hereinafte
r used:
 
 
1
.1
 
"Board" means
 
the Board of
 
Directors of the Company.
 
 
1.2
 
"Cause"
 
means
 
(i)
 
the
 
willful
 
and
 
continued
 
failure
 
by
 
the
 
Eligible
 
Employee
 
to
substantially
 
perform
 
the
 
Eligible
 
Employee's
 
duties
 
with
 
the
 
Employer
 
(other
 
than
 
any
 
such
failure
 
resulting
 
from
 
the Eligible
 
Employee's
 
incapacity
 
due
 
to physical
 
or
 
mental
 
illness),
 
or
(ii) the
 
willful
 
engaging,
 
not
 
in
 
good
 
faith,
 
by
 
the
 
Eligible
 
Employee
 
in
 
conduct
 
which
 
is
demonstrably
 
injurious to the Company or any of its subsidiaries, monetarily or otherwise.
 
1
.3
 
"Code" means the
 
Internal Revenue Code of 1986,
 
as it
 
may be amended from time
 
to
 
time.
 
 
1
.4
 
"Company"
 
means ConocoPhillips or any successors
thereto.
 
 
1.5
 
“Controlled
 
Group”
 
shall mean
ConocoPhillips
 
and its Subsidiaries.
 
 
1
.
6
 
"Credited
 
Compensation"
 
of
 
a
 
Severed
 
Employee
 
means
 
the
 
aggregate
 
of
 
the
 
Severed
Employee's
 
annual
 
base
 
salary
 
plus
 
his
 
or
 
her
 
annual
 
incentive
 
compensation,
 
each
 
as further
described
 
below.
 
For
 
purposes
 
of
 
this
 
definition,
 
(a) annual
 
base
 
salary
 
shall
 
be
 
determined
immediately
 
prior to the Severance
 
Date and (b) annual
 
incentive
 
compensation shall be deemed
to
 
equal
 
the
 
Severed
 
Employee’s
 
most
 
recently
 
established
 
target
 
(determined
 
at
 
one
 
hundred
percent of
 
target) for annual
 
incentive
 
compensation for such employee prior to such employee’s
Severance
 
Date
 
pursuant
 
to
 
the
 
Variable
 
Cash
 
Incentive
 
Program
 
or
 
its
 
successor
 
program
maintain
 
ed by the Employer
 
.
 
Exhibit 10.
 
2
 
2
 
1.
7
 
"Effective
 
Date" means, as applicable,
 
the date first stated above
 
as the original
 
effective
date of this Plan or the effective
 
date of this Plan as amended and restated.
 
1
.
8
 
"Eligible Employee" means
any employee that
 
is a Tier
 
1 Employee or a Tier
 
2 Employee,
other than those
 
employees who are listed on Exhibit B.
 
1
.
9
 
"Employer" means
 
the Company or any of its subsidiaries.
 
 
1
.
10
 
"Person"
 
mean
s
 
any
 
individual,
 
firm,
 
corporation,
 
partnership,
 
association,
 
trust,
unincorporated
 
organization, or other entity.
 
1
.1
1
 
"Plan" means
 
the ConocoPhillips
 
Executive
 
Severance Plan, as set forth herein, as it may
be amended
 
from time to time.
 
1
.1
2
 
"Plan
 
Administrator"
 
means
 
the
 
person
 
or
 
persons
 
appointed
 
from
 
time to
 
time
 
by
 
the
Board, which
 
appointment may be revoked at any time by the Board.
 
1
.1
3
 
"Retirement
Plans"
 
means the ConocoPhillips Retirement
 
Plan
 
and the
 
ConocoPhillips
 
Key
Employee
 
Supplemental Retirement Plan.
 
1.14
 
“
Salary
 
Grade
”
 
means
 
a
 
classification
 
level
 
for
 
Employees
 
under
 
the
 
practices
 
of
 
the
Company
 
[this is
 
ConocoPhillips
 
Company].
 
Where Salary
 
Grades
 
are used
 
in
 
this Procedure,
they are depicted
 
under the U.S.
 
practices for the Company.
 
Practices may vary in
 
other countries
or particular subsidiaries, and Salary
 
Grades shall
 
be transposed as
 
necessary to reflect the
 
practice
in the relevan
 
t
 
country
 
or subsidiary.
 
1.1
5
 
"Separation from
 
Service" means
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
 
substa
 
ntially 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.
 
1
.1
6
 
"Severance"
 
means
 
the
 
termination
 
of
 
an
 
Eligible
 
Employee's
 
employment
 
with
 
the
Employer by
 
the Employer other than for Cause.
 
An Eligible
 
Employee
 
will not be considered
 
to
have incurred
 
a Severance if his
 
employment is discontinued by reason of
 
the Eligible
 
Employee's
death or a physical
 
or mental condition causing such Eligible
 
Employee's inability to substantially
perform
 
his duties with
 
the Employer and entitling
 
him or her to benefits under any long-term
 
sick
pay or disability income
 
policy or program of
 
the Employer.
 
Furthermore, an Eligible Employee
will
 
not
 
be
 
considered
 
to
 
have
 
incurred
 
a
 
Severance
 
if
 
employment
 
with
 
the
 
Employer
 
is
discontinued
 
after the
 
Eligible
 
Employee has been offered employment with
 
another employer that
has purchased
 
a subsidiary or division of the Company or all or substantially all of the assets of a
subsidiary
 
or division of the Company
 
and the offer of employment from the other employer is at
the same or greater salary and the same or
 
greater target bonus as the
 
Eligible Employee has
 
at that
time
 
from
 
the
 
Employer.
 
Still
 
further,
 
an
 
Eligible
 
Employee
 
will
 
not
 
be
 
considered
 
to
 
have
incurred
 
a Severance if employment with the
 
Employer is discontinued and
 
the Eligible
 
Employee
is
 
also
 
eligible
 
for
 
payments
 
under
 
the
 
ConocoPhillips
 
Key
 
Employee
 
Change
 
in
 
Control
Severance
 
Plan, effective October 1, 2004, or as subsequently amended, or under the Conoco Inc.
Key
 
Employee
 
Severance
 
Plan,
 
as
 
amended
 
and
 
restated
 
effective
 
October
 
1,
 
2001,
 
and
 
as
 
Exhibit 10.
 
2
 
3
 
subsequently
 
amende
 
d.
 
Furthermore, in order to be considered a Severance, the termination must
also meet the requirements
 
of a Separation from Service.
 
1
.1
7
 
"Severance
 
Date" means the date on which an Eligible Employee incurs a Severance.
 
 
1
.1
8
 
"Severance
 
Pay" means the payment determined pursuant to Section
 
2.1 hereof.
 
 
1
.1
9
 
"Severed Employee"
 
means an Eligible Employee who has incurred a Severance.
 
 
1.
20
 
"Subsi
di
ary" means
any
corporation or other entity
 
that is
 
treated as
 
a single employer with
ConocoPhillips
 
,
 
under
 
section
 
414(b)
 
or
 
(c)
 
of
 
the
 
Code;
 
provided,
 
that
 
in
 
making
 
this
determination, 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.
 
1
.
2
1
 
"Tier
 
1
 
Employee"
 
means any
 
employee
 
of the
 
Employer
 
who is
 
in
Salary
 
Grade
 
26
 
or
above
 
(under the Salary Grade
 
schedule
 
of the Company
 
on the Effective
 
Date, with appropriate
adjustment
 
for any subsequent change in such
 
Salary Grade schedule) on the Severance Date.
 
1
.
2
2
 
"Tier
 
2 Employee" means
 
any employee
 
of the Empl
oyer,
 
other than a Tier
 
1 Employee,
who
 
is
 
in
 
Salary Grade
 
23
 
or
 
above
 
(under
 
the Salary
 
Grade
 
schedule
 
of
 
the Company
 
on the
Effective
 
Date, with
 
appropriate
 
adjustment
 
for
 
any
 
subsequent
 
change
 
in
 
such
 
Salary
 
Grade
schedule)
 
on the Severance Date.
 
SECTI
ON
2
.
 
BENEFITS
.
 
 
2
.
1
 
 
Subject to Section
 
2.7
, each Severed Employee
 
shall be entitled to receive Severance
 
Pay
equal to the
 
sum of the amounts
 
determined under Sections
 
2.1(a), (b), and (c).
 
Furthermore, for
purposes
 
of Employer compensation plans, programs, and arrangements, each Severed Employee
shall be considered
 
to have been laid off by the Employer.
 
 
(a)
 
The amount that is the Severed
 
Employee's Credited
 
Compensation, multiplied
 
by
(i) 2, in the case of a Tier 1 Employee
 
or (ii) 1.5 in the case of a Tier 2 Employee.
 
(b)
 
The
 
amount
 
that
 
is th
e
 
present
 
value,
 
determined
 
as
 
of
 
the
 
Severed
 
Employee's
Severance
 
Date, of the increase
 
in benefits
 
under the Retirement Plans that would
result
 
if
 
the
 
Severed
 
Employee
 
was
 
credited
 
with
 
the
 
following
 
number
 
of
additional
 
years of age and service under the
 
Retirement Plans:
 
(i) 2, in the case
 
of
a Tier 1 Employee
 
or (ii) 1.5, in the case of a Tier 2
 
Employee; provided, however,
that
 
in
 
calculating
 
(b), if
 
the Severed
 
Employee
 
is entitled
 
under
 
the Retirement
Plans
 
to
 
any additional
 
credited service
 
due
 
to
 
the circumstances
 
of the
 
Severed
Employee’s
 
termination,
 
then
 
the
 
amount
 
of
 
the
 
present
 
value
 
of
 
the
 
increased
benefits
 
called for in the determination
 
of (b) shall be reduced by
 
the amount of
 
the
present value
 
of the increased
 
benefits under the Retirement
 
Plans calculated after
taking into account
 
the circumstances of
 
the Severed Employee’s
 
termination, but
not
 
below
 
zero.
 
Present
 
value
 
shall
 
be
 
determined
 
based
 
on
 
the
 
assumptions
utilized
 
under
 
the
 
ConocoPhillips
 
Retirement
 
Plan
 
for
 
purposes
 
of
 
determining
contributions
 
under Code Section 412 for the most recently completed plan year.
(c)
 
The amount that is equal to either (i) or (ii), as applicable,
 
plus either (iii) or (iv),
as applicable,
 
plus (v), if applicable, plus (vi), if applicable:
Exhibit 10.
 
2
 
4
 
(i)
 
If the Severed Employee
 
was enrolled in company-sponsored medical
coverage on
 
the Severance Date, an amount equal to 6 times the difference
between
 
the COBRA participant contribution rate and the active
 
employee
contribution
 
rate, each as of the Severance Date, for the type of coverage
in which the Tier 2 Employee
 
was enrolled.
(ii)
 
If the Severed Employee
 
was not enrolled in company-sponsored medical
coverage on
 
the Severance Date, an amount equal to 18 times the
difference
 
between the COBRA participant contribution rate and the
active employee
 
contribution rate, each as of the Severance Date, for
medical coverage.
(iii)
 
If the Severed Employee
 
was enrolled in company-sponsored dental
coverage on
 
the Severance Date, an amount equal to 6 times the difference
between
 
the COBRA participant contribution rate and the active
 
employee
contribution
 
rate, each as of the Severance Date, for the type of coverage
in which the Tier 2 Employee
 
was enrolled.
(iv)
 
If the Severed Employee
 
was not enrolled in company-sponsored dental
coverage on
 
the Severance Date, an amount equal to 18 times the
difference
 
between the COBRA participant contribution rate and the
active employee
 
contribution rate, each as of the Severance Date, for
dental coverage.
(v)
 
In the case of a Tier 1 Employee,
 
an amount equal to the sum of 6 times
the COBRA participant
 
contribution rate, as of the Severance Date, for
medical coverage
 
plus 6 times the COBRA participant contribution rate,
as of the Severance
 
Date, for dental coverage.
(vi)
 
If any persons
 
qualified as eligible dependents of the Severed Employee
under the applicable
 
company-sponsored medical or dental coverage in
which the Severed
 
Employee was enrolled on the Severance
 
Date, an
amount
 
equal to the sum of
 
the differences, for each such eligible
dependent,
 
between the COBRA eligible dependent contribution rate and
the eligible dependent
 
contribution rate for eligible dependents of active
employees,
 
each as of the Severance Date, for the medical and/or dental
coverage in which
 
the Severed Employee
 
was enrolled on the Severance
Date, as applicable,
 
times the factor set forth in the applicable Section
2.1(c)(i) or (ii), (c)(iii) or (iv), and (c)(v); provided,
 
that if the Severed
Employee
 
was not enrolled for medical or dental coverage, then the
eligibility and amount
 
for each dependent shall be determined as if the
Severed Employee
 
had been enrolled in medical coverage or dental
coverage,
 
as applicable, on the Severance Date.
 
2
.
2
 
 
Subject to Section 2.7, Severance
Pay (as well as
 
any amount
 
payable pursuant to Section
2.4 hereof)
 
shall be paid to an eligible
 
Severed Employee in a cash lump sum on the first business
day
 
immediately
 
following 10
 
days after
 
the end
 
of the
 
period
 
for executing
 
and
 
delivering
 
the
Severed Employee's
 
release, as set forth in Section 2.7.
 
2
.
3
 
 
Subject to Section 2.7, for
 
a period of (a) 24 months, in the case of a Tier 1 Employee or
(b) 18 months,
 
in the case of a Tier 2 Employee,
 
beginning the first of the month following the
termination of
 
active employee benefits, the Company shall arrange to provide the Severed
Employee
 
and his eligible dependents certain benefits, as enumerated below,
 
similar to those the
Severed Employee
 
and his eligible
 
dependents had
 
immediately prior to the Severed Employee's
Severance
 
Date.
 
These benefits will be provided at no greater cost to the Severed Employee than
active employee
 
rates for the plan year of coverage provided the benefits continue to be offered
by the Company
 
to active employees and the Severed Employee and his eligible dependents
 
Exhibit 10.
 
2
 
5
 
meet the same eligibility criteria for the benefits
 
as an active employee and dependents of an
active employee.
 
Depending on coverages prior to the Severed Employee's Severance Date, these
benefits
 
could include the following, but do not include any other benefits offered by the
Company:
 
Life Insurance, which includes Basic, Executive Basic, Supplemental, and Dependent
Life; and Personal
 
Accident Insur
 
ance.
 
Severed employees may also continue Long Term Care
and Executive
 
Life directly through the vendor to be paid for by the Severed Employee.
 
Nothing
herein shall prevent
 
a Severed Employee or eligible dependents of a Severed Employee from
electing to receive
 
COBRA continuation coverage of health
 
benefits subject to COBRA, in
accordance
 
with the applicable provisions of the law and the applicable plans.
 
While as an
active employee
 
the Severed Employee may have been able to make employee contributions or
pay premiums
 
for certain coverage through a pre-tax salary reduction arrangement, that will not
continue
 
after the Severed Employee's Severance Date.
 
The cost of these benefits will not be
adjusted
 
to reflect that the Severed Employee's cost will no lon
 
ger be pre-tax.
 
All other active
employee
 
benefits, not specifically mentioned above, are excluded, although if any of the
benefits
 
specifically mentioned above are replaced with a similar benefit after the Severed
Employee's
 
Severance Date, such replacement benefits are to be considered as mentioned
specifically
 
above even though their names, terms, and conditions may have been changed.
 
Such
benefits
 
shall not be provided (except to the extent as may be required by law) during any period
when the Severed
 
Employee is eligible to
 
receive such
 
benefits from another employer or from
an Employer or if the Severed
 
Employee has resumed working for an Employer.
 
The Severed
Employee
 
is obligated to inform the Company when
 
or if they become eligible to
 
receive such
benefits
 
from another employer.
 
2
.4
 
Each Severed Employee
 
shall be entitled to receive the employee's full
 
salary through the
Severance
 
Date and, subject
 
to Section 2.7
 
but notwithstanding
 
any provision
 
of the Company's
Vari
 
able Cash Incentive
 
Program or similar annual
 
bonus
 
incentive plan to the contrary,
 
shall be
eligible
 
for consideration
 
for an award
 
under such
 
program or plan
 
when awards
 
are made
 
with
regard to the fiscal
 
year under such
 
program or plan in which the Severance Date occurred.
 
2
.5
 
Each
 
party
 
to any
 
dispute concerning
 
this Plan
 
shall be
 
responsible
 
for that
 
party’s
 
own
legal fees and
 
expenses;
 
provided, however,
 
that the arbitrator appointed
 
pursuant to Section 3.2
of this Plan
 
may award reasonable legal
 
fees and expenses to
 
an Eligible
 
Employee if the
 
arbitrator
determines
 
that the Company’s
 
denial of the claim of the Eligible
 
Employee
 
was not reasonable.
 
2
.6
 
The Company
 
shall be en
titled to withhold and/or to
 
cause to be withheld from
 
amounts
 
to
be paid to the Severed
 
Employee
 
hereunder any federal, state, or local withholding or other taxes
or charges which it is from
 
time to time required to withhold.
 
2
.7
 
No Severed
 
Employee
 
shall be eligible
 
to receive
 
Severance
 
Pay or
 
other
 
benefits
 
under
the
 
Plan
 
unless
 
he
 
or
 
she
 
first executes
 
a
 
written
 
release
 
substantially
 
in
 
the
 
form
 
attached
 
as
Exhibit A hereto (or, if the Severed
 
Employee was not a United
 
States employee, a similar release
which is in accordance with the applicable laws in
 
the relevant jurisdiction) and, to the
 
extent such
release is revocable
 
by its terms, only if the
 
Severed Employee
 
does not revoke
 
it, and unless he
or she also,
 
at the request
 
of the Company,
 
executes a written agreement not to compete
 
with the
Company,
 
with such terms and conditions as may be proposed by the Company at
 
the time.
 
Such
release and,
 
if requested,
 
such agreement
 
not to
 
compete
 
must be executed
 
and delivered
 
to
 
the
Company
 
within 30 days of the Employee’s Severance
 
Date.
 
SECTION
3
.
 
PLAN ADMINISTRATION
.
 
 
3
.
1
 
 
The
 
Plan
 
Administrator
 
shall administer
 
the Plan
 
and
 
may
 
interpret
 
the
 
Plan, prescribe,
amend,
 
and
 
rescind
 
rules
 
and
 
regulations
 
under
 
the
 
Plan
 
and
 
make
 
all
 
other
 
determinations
 
 
Exhibit 10.
 
2
 
6
 
necessary or advisable for the administration
 
of the
 
Plan, subject
 
to
 
the provisions of the
 
Plan.
 
The
Plan Administrator shall have
 
absolute discretion and authority in carrying out its
 
responsibilities,
and all interpretations
 
of the Plan,
 
determinations
 
of eligibility under the Plan,
 
determinations to
grant or deny
 
benefits under
 
the Plan, or findings of
 
fact or resolutions related
 
to the Plan and its
administration
 
that are made by the Plan Administrator
 
shall be binding, final,
 
and conclusive on
all parties.
 
3
.
2
 
 
In the event of a claim by an Eligible Employee as to
 
the amount or timi
ng of any payment
or benefit,
 
such Eligible Employee
 
shall present the
 
reason for
 
his or
 
her claim in
 
writing to
 
the
Plan
 
Administrator.
 
The
 
Plan Administrator
 
shall, within
 
14 days
 
after
 
receipt
 
of
 
such
 
written
claim, send a
 
written notification to the
 
Eligible Employee as
 
to
 
its disposition.
 
Except as
 
provided
in the preceding portion
 
of this
 
Section 3.2, all disputes under this
 
Plan shall be settled
 
exclusively
by binding arbitration
 
in Houston, Texas, in accordance
 
with the rules
 
of the American Arbitration
Association
 
then in effect.
 
Judgment may be entered on the arbitrator's award in any
 
court having
jurisdiction.
 
3
.
3
 
 
The Plan Administrator may delegate
 
any of its
 
duties hereunder to such
 
person or persons
from time to time as it may designate.
 
 
 
 
 
 
3
.
4
 
 
The Plan Administrator
 
is empowered, on behalf
 
of the Plan, to engage accountants, legal
counsel,
 
and such other personnel as
 
it deems necessary
 
or advisable to assist
 
it in
 
the performance
of its duties under
 
the Plan.
 
The functions of any
 
such persons engaged by
 
the Plan Administrator
shall be limited to the
 
specified
 
services and duties for which they are engaged,
 
and such persons
shall
 
have
 
no
 
other
 
duties,
 
obligations
 
or
 
responsibilities
 
under
 
the
 
Plan.
 
Such
 
persons
 
shall
exercise no discretionary authority or
 
discretionary control
 
respecting the
 
management of the
 
Plan.
 
All reasonable
 
expenses thereof shall be borne by the Employer.
 
SECTION
4
.
 
DURATION;
 
AMENDMENT;
 
AND TERMINATION
.
 
 
4.1
 
This Plan shall be effective on the Effective Date.
 
This Plan shall continue
 
in effect unless
and until it is terminated
 
as provided in Section 4.2
 
.
 
4.2
 
This
 
Plan
 
may
 
be
 
amended
 
from
 
time
 
to
 
time
 
during
 
its
 
term
 
by
 
the
 
Company
 
acting
through its Board
 
of Directors or,
 
to the
 
extent authorized
 
by the Board of
 
Directors, its officers.
 
The Company
 
may,
 
by action of its
 
Board of
 
Directors, terminate this Plan at
 
any time.
 
SECTION
5
.
 
GENERAL PROVISIONS
.
 
 
5
.
1
 
 
Except
 
as
 
otherwise
 
provided
 
herein
 
or
 
by
 
law,
 
no
 
right
 
or
 
interest
 
of
 
any
 
Eligible
Employee
 
under the Plan shall be assignable
 
or transferable, in whole or in part, either directly
 
or
by operation
 
of law
 
or otherwise,
 
including
 
without limitation
 
by execution,
 
levy,
 
garnishment,
attachment,
 
pledge,
 
or
 
in
 
any
 
manner;
 
no
 
attempted
 
assignment
 
or
 
transfer
 
thereof
 
shall
 
be
effective;
 
and no right or
 
interest of
 
any Eligible
 
Employee
 
under the Plan
 
shall be liable
 
for,
 
or
subject to,
 
any obligation
 
or liability
 
of such
 
Eligible Employee.
 
When a payment
 
is due under
this Plan to
 
a Severed Employee
 
who is
 
unable to care for his or
 
her affairs, payment may
 
be made
directly to his or her legal guardian or personal
 
representative.
 
5
.
2
 
 
If
 
any
 
Employer is
 
obligated
 
by
 
law or
 
by contract
 
to pay
 
severance
 
pay,
 
a
 
termination
indemnity,
 
notice pay,
 
or the like, to a Severed Employee, or if any Employer is obligated by law
to
 
provide
 
advance
 
notice
 
of
 
separation
 
("Notice
 
Period")
 
to
 
a
 
Severed
 
Employee,
 
then
 
any
Severance
 
Pay hereunder to such
 
Severed Employee
 
shall be reduced
 
by the amount
 
of any
 
such
severance
 
pay, termination indemnity,
 
notice pay, or the like, as applicable, and
 
by the amount
 
of
Exhibit 10.
 
2
 
7
 
any
 
compensation
 
received
 
during any
 
Notice
 
Period.
 
This
 
provision
 
specifically
 
includes
 
any
payments
 
or obligations
 
under
 
the
 
ConocoPhillips
 
Severance
 
Pay Plan,
 
as
 
effective
 
March 13,
2004,
 
and as
 
subsequently
 
amended.
 
Furthermore,
 
if an Eligible
 
Employee
 
has willful
 
and bad
faith conduct demonstrably injurious to
 
Company or
 
its
 
subsidiaries, monetarily or otherwise, after
receiving Severance
 
Pay, the Company may offset
 
an amount equal to
 
such Severance Pay against
any other amounts
 
due from other plans or programs, unless otherwise required by law.
 
5
.
3
 
 
Neither
the establishment of the Plan, nor any modification thereof,
 
nor the creation of
 
any
fund,
 
trust, or account,
 
nor the payment
 
of any
 
benefits shall be construed
 
as giving any Eligible
Employee,
 
or any person whomsoever, the right to
 
be retained in the service of the Employer, and
all Eligible Employees shall
 
remain subject to
 
discharge to the
 
same extent as if
 
the Plan had never
been adopted.
 
5
.
4
 
 
If
 
any
 
provision
 
of
 
this
 
Plan
 
shall
 
be
 
held
 
invalid
 
or
 
unenforceable,
 
such
 
invalidity
 
or
unenforceability
 
shall not affect
 
any other provisions hereof, and this Plan shall be construed and
enforced
 
as if such provisions had not been included.
 
5
.
5
 
 
This Plan
 
shall be
 
binding upon the
 
heirs, executors, administrators,
 
successors, and assigns
of
 
the
 
parties,
 
including
 
each
 
Eligible
 
Employee,
 
present
 
and
 
future,
 
and
 
any
 
successor
 
to the
Employer.
 
5
.
6
 
 
The headings
 
and captions
 
herein are provided
 
for reference
 
and convenience only,
 
shall
not be considered
 
part of the Plan, and shall not be employed in the construction of the Plan.
 
5
.
7
 
 
The Plan shall not be funded.
 
No Eligible
 
Employee
 
shall have any right
 
to, or interest in,
any assets
 
of
 
any Employer
 
that may
 
be applied
 
by the
 
Employer to
 
the payment
 
of benefits
 
or
other rights under this Plan.
 
5
.
8
 
 
Any notice or
 
other communication required or
 
permitted pursuant to
 
the terms
 
hereof shall
have been
 
duly given when
 
delivered or mailed
 
by United States Mail,
 
first
 
-class, postage prepaid,
addresse
 
d
 
to the intended recipient at his, her or its
 
last known address.
 
5
.
9
 
 
This Plan shall be construed
 
and enforced according to the laws of the State
 
of Delaware.
 
 
 
CONOCOPHILLIPS
 
 
 
By:___________
__________________________
 
 
Dated:_______________________
 
 
Heather G. Sirdashney
 
 
Vice President,
 
Human Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 10.
 
2
 
8
 
Exhibit A
 
 
 
 
 
Date of Delivery
 
to Employee:
_______________
Deadline
 
for Receipt by
 
the
 
Company:
________________
 
 
WAIVER AND
 
RELEASE OF
 
CLAIMS
 
Introduction and
 
General Information to
 
Employee.
 
Signing this Waiver
 
and
 
Release of
 
Claims is
 
one
 
condition to
receiving certain benefit
 
payments (“Benefits”)
 
under
 
the ConocoPhillips
 
Executive Severance
 
Plan (the
 
“Plan”)
 
offered
by
 
ConocoPhillips (the
 
“Company”).
 
You
 
should thoroughly
 
review
 
and
 
understand
 
the
 
effect of
 
this
 
Waiver
 
and
Release of Claims and consult with
 
an attorney before signing it.
 
To the
 
extent you have any claims covered
 
by this
Waiver
 
and
 
Release of
 
Claims, you will
 
be giving up
 
potentially valuable rights
 
by
 
signing.
 
You
 
may take
 
time to
consider whether
 
or not to sign this Waiver and Release of Claims.
 
If you sign this Waiver and Release of Claims
 
and
deliver it to the
 
Company as
 
set forth below, and if the
 
Company’s
 
designated
 
recipient
 
receives
 
the Waiver and Release
of Claims on or before the date indicated
 
above as the “Deadline for Receipt
 
by the Company,” and you do not revoke
the Waiver and Release
 
of Claims
 
within seven
 
(7) days following
 
receipt, you
 
will
 
be entitled
 
to Benefits
 
under the
 
Plan
if you
 
are
 
otherwise eligible.
 
If the
 
signed Waiver
 
and Release
 
of Claims
 
is not
 
received by
 
the deadline,
 
or if
 
you revoke
it during the seven
 
(7) day period following receipt, no Benefits
 
will be paid.
 
1.
 
General Release.
 
In consideration of, and subject to, the
 
payments to be made to
 
me by the
 
Company or
any of its
 
subsidiaries, pursuant to the Plan,
 
which I acknowledge that
 
I would
 
not otherwise be entitled
 
to receive, I
hereby waive
 
any claims I may have
 
for employment or re-employment by the Company
 
or any subsidiary
 
or parent
 
of
the
 
Company after the
 
date hereof,
 
and
 
I further agree
 
to and
 
do
 
release and forever
 
discharge the
 
Company or any
subsidiary or parent
 
of the Company, and their respective
 
past and present officers, directors, shareholders, employees,
agents, and assigns, as well as any
 
employee benefit plans maintained by the Company or any subsidiary or parent of
the Company and fiduciaries, employees, and agents of such
 
plans, and any related parties (all
 
of which are hereafter
referred to as
 
the “Released
 
Parties”) from any and
 
all claims
 
and causes
 
of action, known or unknown,
 
arising out
 
of
 
or
relating to my employment
 
with the Company
 
or any subsidiary
 
or parent of the
 
Company (including
 
the termination
 
of
that employment), except claims
 
that the law
 
does
 
not permit
 
me to waive
 
by signing
 
this Waiver
 
and Release
 
of Claims.
 
Such possible
 
claims or causes
 
of action include, but
 
are not limited to,
 
wrongful
 
discharge, contract,
 
breach
 
of contract,
tort, fraud, the Civil Rights Acts
 
(including, but not limited to, Title
 
VII of the
 
Civil Rights Act of
 
1964 and sections
1981 and 1983
 
of the Civil
 
Rights Act of 1866),
 
the Age Discrimination in Employment Act (“ADEA”),
 
the Worker
Adjustment and
 
Retraining Notification Act
 
(“WARN”), the
 
Employee
 
Retirement Income
 
Security Act
 
(“ERISA”),
 
the
Americans with
 
Disabilities Act
 
(“ADA”), the
 
Americans with
 
Disabilities Act
 
Amendments Act
 
(“ADAAA”), the
Family and Medical Leave Act (“FMLA”), the Texas Labor Code, and any other federal, state,
 
or local legislation or
common law relating to employment
 
or discrimination in employment
 
or otherwise, except
 
as specifically excluded in
paragraph 4 below.
2.
 
Extent of
 
Release.
 
For the
 
purpose
 
of implementing
 
a
 
full and
 
complete
 
release
 
and
 
discharge
 
of the
 
Released
Parties, I expressly
 
acknowledge
 
that the release
 
I am giving in
 
this
 
document is
 
intended to include
 
in its effect,
 
without
limitation,
 
all claims I
 
may
 
have against
 
the Released
 
Parties, whether
 
known, unknown,
 
or suspected at
 
the
 
time I
delivered to
 
the
 
designated recipient
 
for the
 
Company this
 
signed Waiver
 
and
 
Release of
 
Claims,
 
and
 
regardless of
whether the knowledge
 
of such
 
claims, or the
 
facts upon
 
which they
 
might be based,
 
would materially have
 
affected
 
my
decision to sign this Waiver and Release of Claims, and that the consideration given
 
under this Waiver and Release of
Claims is also
 
for the release
 
of those claims
 
and contemplates
 
the extinguishment
 
of any such
 
claims. In furtherance
 
of
this Waiver and Release of Claims, I waive any rights provided
 
by California Civil Code section 1542
 
or other similar
local, state, provincial, or federal law. Section 1542 states:
“A general release
 
does not extend to claims which the creditor does not know or suspect to
exist
 
in
 
his
 
favor
 
at the
 
time
 
of
 
executing
 
the
 
release,
 
which if
 
known
 
by
 
him
 
must
 
have
materially affected his settlement with the debtor.”
 
PLEASE READ CAREFULLY
THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
 
 
 
Exhibit 10.
 
2
 
9
 
Some of the types of
 
claims that I acknowledge
 
I am releasing, although there
 
may be
 
others not listed here, are
 
claims
I may have under any
 
applicable labor
 
agreement and claims under
 
any federal, state, or local statute,
 
ordinance, order,
or law arising
 
out of or relating
 
to the terms
 
and conditions
 
of my
 
employment
 
with the Company
 
and the
 
termination
 
of
my employment, including claims
 
such as:
a.
 
Discrimination on the basis of sex, race,
 
color, national origin,
 
religion, sexual orientation, disability,
veteran status,
 
or any other legally
 
protected
 
status;
b.
 
Harassment,
 
wrongful discharge,
 
or retaliation,
 
including
 
retaliatory
 
discharge,
 
arising
 
under
 
local, state,
or federal law, including any worker’s compensation
 
or whistleblower
 
statute;
c.
 
Any
 
other possible
 
restrictions on
 
the Company’s
 
ability to
 
end
 
its
 
employees’ employment
 
at will,
including but not limited to (i) violation of public
 
policy, (ii)
 
breach of any express
 
or implied covenant of the
employment contract, and
 
(iii) breach of any covenant
 
of good faith and
 
fair dealing;
d.
 
Unpaid wages,
 
including, but not limited to claims
 
for unpaid
 
overtime,
 
break, meal, or
 
rest periods;
e.
 
Amounts determined under an incentive compensation or bonus program of
 
the Company,
 
including,
but not limited to, the
 
varying amounts at
 
its
 
discretion;
f.
 
Civil claims of
 
negligence, defamation, business disparagement, invasion of privacy, personal injury,
fraud, misrepresentation, or infliction of emotional
 
or mental distress;
 
g.
 
Matters for which a civil action
 
may be brought under section 502
 
or section 510 of ERISA, except as
specifically excluded
 
in paragraph 4
 
below (“Exceptions
 
to Release”);
 
and
h.
 
Claims for breach
 
of any agreement(s)
 
ancillary to my
 
employment with the
 
Company.
3.
 
Release
 
of Claims
 
under
 
Age
 
Discrimination
 
in
 
Employment Act.
 
In consideration
 
for receiving
 
the
 
Benefits
from the Company or any of its subsidiaries, I specifically waive all existing rights and claims I may have against the
Released Parties
 
under the Age
 
Discrimination in Employment Act, 29 USC
 
§ 621
 
et seq., and
 
any
 
other applicable
federal, state,
 
or local
 
statute or
 
law
 
involving age
 
discrimination.
 
I acknowledge
 
that
 
the
 
Benefits
 
constitute
 
independent
consideration for
 
this
 
release of
 
liability and
 
are
 
in addition to
 
any
 
other payment to
 
which I
 
am
 
entitled.
 
I further
acknowledge
 
that I have
 
been advised
 
to consult
 
with an attorney
 
of my own choosing
 
before executing this
 
Waiver and
Release of Claims.
 
4.
 
Exceptions to Release.
 
The Waiver and Release
 
of Claims
 
does not release
 
any claims related
 
to:
a.
 
The business expense
 
reimbursement policy of the
 
Company or any
 
of its subsidiaries;
b.
 
Claims pursuant to
 
section 502(a)(1)(B) of ERISA to recover benefits
 
under the terms
 
of the employee
benefit plans
 
of
 
the
 
Company or
 
any
 
of its
 
subsidiaries as applicable
 
to
 
me
 
on the
 
date of
 
my employment
termination;
c.
 
Claims made for work-related injuries under
 
applicable worker’s
 
compensation
 
statutes;
d.
 
Any claim that
 
may arise
 
after the
 
date this
 
signed Waiver
 
and Release of Claims
 
is delivered to the
designated
 
recipient for the Company;
 
and
e.
 
My rights to indemnification under any
 
indemnification agreement,
 
applicable law, and the
 
certificates
of incorporation and bylaws of
 
the
 
Company or of
 
any subsidiary of the
 
Company, and my
 
rights under any
directors’ and officers’ liability insurance
 
policy covering me.
Nothing in this Waiver and Release of Claims, however, will limit my right to report possible violations
 
of law to any
governmental agency, make other
 
disclosures
 
that are protected under the
 
whistleblower provisions of federal, state,
 
or
local law, or
 
testify, assist,
 
or participate
 
in an investigation,
 
hearing, or
 
proceeding
 
conducted
 
by
 
the EEOC, EPA, DOL,
SEC, IRS, or any other governmental agency.
 
Nothing in this
 
Waiver and Release
 
of Claims
 
limits my right to receive
an award
 
or incentive payment
 
for information provided to any governmental
 
agency.
 
5.
 
Review Period and Revocation
 
Period.
 
I acknowledge
 
that I have been given a period of twenty-one (21)
calendar
 
days within
 
which to
 
review
 
and consider
 
the provisions
 
of this
 
Waiver and
 
Release
 
of Claims,
 
whether
 
I choose
to do
 
so or not.
 
I understand
 
and acknowledge
 
that
 
the Company
 
has advised
 
me in writing
 
that
 
I have
 
seven
 
(7) calendar
days following the timely delivery to
 
the designated representative of the
 
Company of this properly executed
 
Waiver
and Release of Claims
 
to revoke my acceptance
 
of this Waiver and Release of
 
Claims.
 
I understand the
 
revocation can
be made by delivering
 
a written notice of revocation
 
to ConocoPhillips, Attn: Dan
 
Mecham,
 
925 N. Eldridge Parkway,
Houston, Texas
 
77079.
 
I understand and
 
acknowledge
 
that Dan Mecham
 
is the
 
designated
 
recipient for
 
the Company
 
of
this Waiver
 
and Release
 
of Claims
 
and that
 
I must
 
deliver
 
to him
 
at the foregoing
 
address
 
this signed
 
Waiver and Release
of Claims
 
on or before the
 
deadline set
 
out above
 
in order to be
 
entitled to receive
 
the Benefits.
 
I understand that
 
for
 
the
revocation to be effective, the Company through the designated recipient must receive written notice no later than the
close of business
 
on the seventh day after I deliver to the
 
designated recipient for the
 
Company this
 
signed Waiver and
Release of Claims.
 
This
 
Waiver and Release
 
of Claims
 
shall not
 
become effective or
 
enforceable, and the
 
Plan Benefits
 
Exhibit 10.
 
2
 
10
 
will not become payable until aft
 
er the seven-day revocation period has expired, but in no event prior to
 
the effective
date of my termination of employment, whether designated
 
as a layoff or other form
 
of termination of employment.
 
I
acknowledge
 
that I have had
 
adequate time
 
to read and consider this
 
Waiver and Release of Claims
 
before executing it.
 
I acknowledge
 
that I have signed this Waiver and Release of Claims voluntarily, knowingly,
 
of my own free
 
will, with
the intent to be
 
legally bound by the same, and
 
without reservation or duress, and that no promises or
 
representations
have been made
 
to
 
me by
 
any person
 
to induce
 
me to
 
do so
 
other than
 
the promise of
 
Benefits set forth
 
in the
 
first
paragraph above
 
and the
 
Company’s acknowledgment
 
of my rights reserved
 
under the fourth paragraph above.
6.
 
Choice of
 
Laws.
 
I understand,
 
acknowledge, and agree that
 
this Waiver
 
and
 
Release of Claims
 
shall be
construed, interpreted, governed, and enforced
 
in accordance
 
with the laws of
 
the State of Texas, without giving effect
to any conflict
 
of law principles.
 
I agree that
 
all disputes
 
and actions
 
arising out
 
of or
 
relating
 
to this Waiver
 
and Release
of Claims
 
shall be
 
litigated solely
 
and exclusively
 
in the state
 
or federal courts
 
located in
 
Harris
 
County, Texas.
 
I submit
to the personal
 
jurisdiction of said
 
courts for purposes
 
of any such disputes
 
or actions.
 
 
 
 
 
Employee Signature:
 
____________________________
 
Date:
 
________________________
 
 
Employee Name Printed:
 
________________________
 
Employee No:
 
________________
Exhibit 10.
 
2
 
11
 
Exhibit B
 
Employees
 
Ineligible for Executive Severance Plan
 
Employees
 
of Concho
 
Resources Inc. or any
 
of its subsidiaries,
 
including but not limited to COG
Operating LLC, who are participants
 
in but do not waive all benefits
 
under the Concho
 
Resources
Inc. Executiv
 
e
 
Severance Plan.