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Exhibit 10.
 
3
 
1
 
 
 
January 15, 2021
INDUCEMENT
 
GRANT
 
AGREEMENT
 
 
 
Employee
 
Name:
 
 
ID Number:
 
Payroll Country:
 
United States
 
of America
 
 
Number
 
of Restricted Stock Units
 
Granted:
 
Grant Date:
 
Grant Price:
 
 
Vesting Schedule:
 
The
 
restrictions lapse
 
and the units
 
vest on
 
the third anniversary of the Grant
 
Date.
 
 
Further Terms
 
and Conditions
 
1.
 
Type and Size of Grant
.
 
Subject to the
 
2014 Omnibus Stock
 
and Performance
 
Incentive
 
Plan
 
(the
Plan)
 
and
 
this
 
Agreement,
 
the
 
Company
 
grants
 
to
 
the
 
employee
 
named
 
above
 
(the
 
Employee)
Restricted
 
Stock Units,
 
the number of which
 
is set forth above.
2.
 
Grant Date, Price, and Plan
.
 
The Grant
 
Date and
 
the Grant Price are
 
as set
 
forth
 
above
 
.
 
Awards
are made
 
under the Plan.
 
This
 
Award is made in lieu of a
 
bonus.
3.
 
Vesting,
 
Restrictions, Forfeiture,
 
and Lapse of
 
Restrictions
.
 
The Restricted Stock Units subject
hereto may be
 
canceled or forfeited as
 
set forth herein.
 
Except as
 
otherwise noted
 
in this Agreement
 
,
the
 
following
 
summary
 
table
 
describes restrictions
 
and
 
terms,
 
forfeiture,
 
and
 
lapse of
 
restrictions,
subject to the more
 
detailed provisions
 
set forth below:
 
 
Summary
 
Table
Summary of Termination
 
Rules
Status
Termination
Date
Forfeiture or Lapsing
 
of Restrictions
Layoff
Any date after
Grant Date
Restrictions lapse
 
on
 
Termination
 
date
Disability
Any date after
Grant Date
Restrictions lapse
 
on
 
Termination
 
date
Death
Any date after
Grant Date
Restrictions lapse
 
on
 
Termination
 
date
Divestitures,
 
outsourcing,
 
and
moves to joint ventures
Any date after
Grant Date
Canceled upon Termination,
 
unless
 
approval
otherwise
All other Terminations
To the extent
vested
Restrictions lapse
 
on
 
vesting
 
date,
 
To the extent not
vested
Canceled upon Termination
 
 
 
 
 
 
 
 
Exhibit 10.
 
3
 
2
 
(a)
 
Vesting.
 
The Restricted
 
Stock Units granted
 
under this Agreement
 
shall vest as set forth in
 
the
Vesting
 
Schedule above.
 
All
 
vesting shall
 
be
 
in
 
whole
 
shares, and
 
fractions
 
shall be
 
rounded
down to nearest
 
whole share.
 
(b)
 
Restrictions
 
and Terms.
(i)
 
The
 
Award
 
shall
 
be
 
held
 
in
 
escrow
 
by
 
the
 
Company
 
until
 
the
 
lapsing of
 
restrictions
placed upon
 
the Award.
 
The
 
Employee shall not
 
have the
 
right to sell, transfer, assign, or
otherwise
 
dispose
 
of
 
Restricted
 
Stock
 
Units
 
granted
 
in
 
the
 
Award
 
until
 
the
 
escrow is
terminated.
 
Except
 
as
 
set
 
forth
 
below,
 
the
 
Award
 
shall
 
be
 
forfeited
 
and
 
the
 
related
Restricted
 
Stock Units canceled
 
upon the Employee’s Termination of Employment
 
with
the Company
 
prior to vesting in
 
accordance
 
with paragraph (a) above.
 
Restrictions shall
lapse on the
 
Restricted
 
Stock Units as
 
they become
 
vested in accordance
 
with paragraph
(a) above.
 
Restrictions
 
shall lapse
 
on the Restricted Stock
 
Units granted
 
in the Award
 
on
the day following the Employee’s Termination of Employment
 
with the Company, if the
Award
 
has
 
not
 
been
 
canceled
 
prior
 
to
 
that
 
day.
 
Upon
 
the
 
lapsing of
 
restrictions,
 
the
number of shares
 
of unrestricted Stock equal
 
to the number
 
of shares
 
of Restricted Stock
Units
 
for
 
which
 
the
 
restrictions
 
have
 
so
 
lapsed
 
shall be
 
registered
 
in
 
the
 
Employee’s
name,
 
and
 
the
 
related
 
shares
 
of
 
Restricted
 
Stock
 
Units
 
shall
 
be
 
canceled;
 
provided,
however,
 
that
 
in
 
places where
 
it
 
is determined
 
by
 
the
 
Administrator that
 
payout in the
form of unrestricted Stock is
 
prohibited by law, regulation, or decree,
 
or where the
 
cost of
legal
 
compliance to
 
issue the
 
unrestricted
 
Stock
 
would
 
be
 
unreasonably expensive, the
Fair
 
Market Value
 
of such unrestricted Stock
 
shall be paid in
 
cash instead of settlement
of
 
the
 
Award
 
in
 
unrestricted
 
Stock.
 
Cash payouts are only permitted
 
where such legal
restrictions exist.
 
Settlement of the Award in unrestricted
 
Stock or cash
 
payout,
 
if
 
any,
shall be
 
made when
 
the
 
restrictions
 
lapse, but in
 
any event, shall be
 
made no later
 
than
March 15 of the year
 
following the
 
year in which
 
such restrictions
 
lapse.
(ii)
 
Restricted
 
Stock Units do
 
not have any voting
 
rights or other rights generally
 
associated
with
 
Stock,
 
and
 
are
 
merely
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
make
 
settlement
 
in
accordance
 
with
 
the
 
terms
 
and
 
conditions
 
applicable
 
to
 
such
 
Restricted
 
Stock
 
Units.
 
Restricted
 
Stock Units shall accrue
 
a dividend equivalent
 
at such times
 
as a cash dividend
is
 
paid
 
on
 
the
 
Stock
 
of
 
the
 
Company,
 
which
 
dividend
 
equivalent shall
 
be
 
credited
 
as
reinvested in
 
additional Restricted
 
Stock Units as of the
 
date such dividends
 
are payable,
and
 
such
 
Restricted
 
Stock
 
Units
 
shall
 
be
 
subject
 
to
 
these
 
terms
 
and
 
conditions.
 
The
number
 
of
 
Restricted
 
Stock
 
Units
 
acquired
 
through
 
this
 
reinvestment
 
of
 
dividend
equivalents shall
 
be
 
calculated using
 
the
 
Fair
 
Market Value
 
at the time
 
of the dividend
equivalent is
 
accrued.
 
Restricted
 
Stock Units acquired
 
from dividend equivalents
 
shall be
paid at the time and
 
in the manner
 
of settlement of
 
the Restricted
 
Stock Units as
 
set forth
in section 3(b)(i).
 
(c)
 
Termination of Employment.
(i)
 
General
 
Rule
 
for
 
Termination.
 
If,
 
prior
 
to
 
the
 
date on
 
which
 
in
 
accordance with
 
the
schedule
 
set
 
forth
 
in
 
the
 
Award,
 
the
 
Employee's
 
employment
 
with
 
a
 
Participating
Company
 
shall
 
be
 
terminated
 
for
 
any
 
reason except
 
death,
 
Disability,
 
or
 
Layoff,
 
any
Restricted
 
Stock Units remaining
 
in escrow
 
pursuant to such
 
Award shall be canceled and
all rights thereunder shall
 
cease; provided that the
 
Authorized Party may, in its or his
 
sole
discretion,
 
determine
 
that
 
all
 
or
 
any
 
portion
 
of
 
an
 
Award
 
shall not
 
be
 
canceled due to
Termination of Employment.
(ii)
 
Layoff.
 
If,
 
after
 
the
 
date
 
the
 
Award
 
is
 
granted,
 
the
 
Employee's employment
 
with
 
a
Participating Company shall
 
be terminated by
 
reason of Layoff, the
 
Employee shall retain
all
 
rights
 
provided
 
by
 
the
 
Award
 
at
 
the
 
time
 
of
 
such
 
Termination
 
of E
 
mployment.
 
In
such
 
case,
 
the
 
restrictions
 
on
 
the
 
Award
 
shall lapse
 
on
 
the
 
date of
 
Termination
 
of
 
the
Employee from the employ of the
 
Company and
 
its subsidiaries,
 
and settlement shall
 
be
made in accordance
 
with the settlement
 
provisions above.
 
 
 
 
 
Exhibit 10.
 
3
 
3
 
(iii)
 
Disability
.
 
If,
 
after
the
 
date
 
the
 
Award
 
is
 
granted,
the
 
Employee
 
shall
 
terminate
employment
 
following
 
Disability
 
of the Employee
 
,
 
the Employee
 
shall retain all rights
provided by the
 
Award at the time of such Termination of Employment.
 
In such
 
case, the
restrictions on the
 
Aw
 
ard shall
 
lapse on the
 
date of Termination of Employment from the
employ of the
 
Company and
 
its subsidiaries,
 
and settlement shall
 
be made in accordance
with the settlement
 
provisions above.
(iv)
 
Death.
 
If, after the date an
 
Award is granted, the Employee shall
 
die while in
 
the employ
of a Participating Company
,
or after Termination of Employment
 
by reason
 
of Disability,
or
 
Layoff (and
 
prior
 
to the cancellation of
 
the Award),
 
the executor or
 
administrator of
the estate of the
 
Employee or the person
 
or persons
 
to whom the
 
Award shall
 
have
 
been
validly
 
transferred
 
by
 
the
 
executor
 
or
 
the
 
administrator
 
pursuant
 
to will
 
or the laws of
descent and distribution
 
shall have
 
the right to settlement
 
of the Award to the same
 
extent
the Employee would have,
 
had the Employee
 
not died.
 
In such
 
case, the
 
restrictions
 
on
the
 
Award
 
shall
 
lapse
 
upon
 
the
 
determination
 
of
 
death
 
by
 
the
 
Administrator,
 
and
settlement shall
 
be made in accordance
 
with the settlement
 
provisions above.
 
No transfer
of
 
an
 
Award,
 
or
 
of
 
the
 
unrestricted
 
Stock
 
or
 
other
 
proceeds
 
of
 
an
 
Award,
 
by
 
the
Employee by will or by
 
the laws
 
of descent and
 
distribution shall be
 
effective to bind
 
the
Company unless
 
the Administrator shall
 
have been
 
furnished with written notice thereof
and a copy of
 
the will and
 
such other evidence
 
as the Administrator may
 
deem necessary
to establish the
 
validity of the transfer
 
and the
 
acceptance
 
by the transferee or transferees
of the terms
 
and conditions
 
of such Award.
(v)
 
Transfers and
 
Leaves.
 
Transfer
 
of
 
employment between Participating
 
Companies shall
not constitute Termination of Employment for the purpose
 
of any Award granted
 
under
the Program.
 
Whether any
 
leave of absence
 
shall constitute
 
Termination of Employment
for
 
the
 
purposes of
 
any
 
Award
 
granted
 
under
 
the
 
Program
 
shall be
 
determined
 
by the
Administrator,
 
in each case in accordance with applicable law and
 
by application of
 
the
policies and
 
procedures adopted
 
by the Company in
 
relation to such
 
leave of absence.
(vi)
 
Divestiture,
 
Outsourcing,
 
or
 
Move
 
to
 
Joint
 
Venture
 
.
 
If,
 
after
 
the
 
date the
 
Award
 
is
granted, the Employee ceases
 
to be employed by
 
Participating Company as
 
a result
 
of (a)
the
 
outsourcing
 
of
 
a
 
function,
 
(b)
 
the
 
sale or
 
transfer
 
of
 
all
 
or
 
a
 
portion
 
of
 
the equity
interest
 
of
 
such
 
Participating
 
Company
 
(removing
 
it
 
from
 
the
 
controlled
 
group
 
of
companies
 
of which the
 
Company is a
 
part), (c) the sale
 
of all or substantially
 
all
 
of
 
the
assets of such
 
Participating Company to
 
another employer outside
 
of the controlled group
of
 
corporations
 
(whether
 
the
 
Employee
 
is offered
 
employment or
 
accepts employment
with
 
the
 
other
 
employer),
 
(d)
 
the
 
Termination
 
of
 
the
 
Employee
 
by
 
a
 
Participating
Company followed
 
by
 
employment
 
within
 
a
 
reasonable time
 
with
 
a
 
company or other
entity in which
 
the Company
 
owns, directly or indirectly, at least
 
a 50% interest, prior
 
to
exercise
 
of an Award,
 
or (e) any other sale
 
of assets
 
determined by the
 
Authorized
 
Party
to be considered a
 
divestiture under this
 
program, the Authorized Party may, in its or
 
his
sole discretion, determine that all
 
or a portion of any
 
such Award shall
 
not
 
be
 
canceled.
 
In such cases,
 
the restrictions on the
 
Award shall lapse on the
 
date of Termination
 
of
 
the
Employee from the employ of the
 
Company and
 
its subsidiaries,
 
and settlement shall
 
be
made in accordance
 
with the settlement
 
provisions above.
(vii)
 
Change
 
of Control.
 
Upon a
 
Change
 
of Control, the following shall
 
apply to any
 
Award:
(1)
 
Each Employee shall
 
immediately become
 
fully vested in
 
such Award that is not
assumed
 
by,
 
or
 
substituted
 
for,
 
an
 
acquirer
 
in
 
connection with
 
the
 
Change of
Control, and such
 
Award shall not thereafter be
 
forfeitable for any reason, except
as set forth in Section 3(c).
(2)
 
With
 
regard
 
to
 
any
 
other
 
Award,
 
each Employee
 
shall become
 
fully
 
vested in
such Award upon incurring a Severance
 
following such Change
 
of Control,
 
and
such Award shall not thereafter be
 
forfeitable for any reason, except
 
as set
 
forth
in Section 3(c).
 
 
 
 
Exhibit 10.
 
3
 
4
 
(3)
 
In the event
 
of vesting of an Award pursuant to
 
either Section 3(vii)(1) or Section
3(vii)(2),
 
all restrictions
 
and other limitations
 
applicable to
 
any Restricted Stock
granted in any
 
Award shall lapse.
 
With regard to such
 
Restricted
 
Stock,
 
it
 
shall
become
 
free
 
of
 
all
 
restrictions
 
and
 
become transferable.
 
With
 
regard
 
to
 
such
Restricted
 
Stock
 
Units,
 
all
 
restrictions
 
and
 
other
 
limitations
 
applicable to
 
the
Restricted
 
Stock Units shall lapse
 
and the Restricted
 
Stock Units shall
 
be
 
settled
in
 
unrestricted
 
Stock
 
or
 
cash at
 
the
 
same times
 
and
 
upon
 
the
 
same events as it
would
 
otherwise have
 
been made
 
in
 
accordance with
 
the
 
settlement provisions
above.
(viii)
 
Notwithstanding
 
anything
 
herein
 
to
 
the
 
contrary,
 
in
 
the
 
event that
 
this
 
Award
 
or
 
the
dividend
 
equivalents
 
associated with
 
this
 
Award
 
are
 
includible
 
in
 
income
 
pursuant
 
to
section
 
409A
 
of
 
the
 
Internal
 
Revenue
 
Code,
 
settlement
 
of
 
the
 
Award
 
or
 
any
 
other
distribution
 
hereunder
 
due
 
to
S
eparation
 
from
S
ervice
 
with
 
the
 
Company
and
 
its
subsidiaries
 
shall
 
not
 
be
 
made
 
to
 
a
 
“specified
 
employee”
 
(as
 
that
 
term
 
is
 
defined
 
in
section 409A(a)(2)(B)(i))
 
prior
 
to six months af
 
ter the specified employee’s
 
Separation
from Service from the Company and
 
its subsidiaries
 
(or, if earlier,
 
the date
 
of death of the
specified employee).
(d)
 
Detrimental Activities,
 
Suspension
 
of Award,
 
and Required
 
Recoupment.
(i)
 
If the Authorized Party determines
 
that, subsequent
 
to the grant
 
of any Award but prior to
any Change of Control, the
 
Employee has
 
engaged or
 
is engaging
 
in any activity
 
which,
in the sole judgment
 
of the Authorized Party, is or may
 
be detrimental to
 
the Company
 
or
a
 
subsidiary,
 
the
 
Authorized
 
Party
 
may
 
cancel
 
all
 
or
 
part
 
of
 
the
 
Restricted Stock
 
or
Restricted Stock
 
Units held
 
in escrow pursuant to
 
the Award
 
or Awards
 
granted to that
Employee.
 
Upon any
 
Change
 
of Control, the Authorized Party
 
may cancel
 
all or part
 
of
the
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Units
 
held
 
in
 
escrow pursuant
 
to
 
the
 
Award
granted
 
to
 
the
 
Employee
 
only
 
upon
 
a
 
determination
 
by
 
the
 
Authorized
 
Party
 
that
 
the
Employee has
 
given the Company
 
Cause for such
 
cancellation.
(ii)
 
If
 
the
 
Authorized
 
Party,
 
in
 
its
 
or
 
his
 
sole
 
discretion,
 
determines
 
that
 
the
 
lapsing
 
of
restrictions on Restricted
 
Stock or Restricted
 
Stock Units held
 
in escrow
 
pursuant
 
to
 
any
Award
 
has the
 
possibility of
 
violating
 
any
 
law,
 
regulation,
 
or
 
decree pertaining
 
to the
Company,
 
any of its
 
subsidiaries, or the
 
Employee, the
 
Authorized Party
 
may freeze or
suspend the Employee’s right to settlement
 
or payout of the
 
Award until such time as the
lapse of restrictions would
 
no longer, in the sole
 
discretion of the
 
Authorized Party, have
the possibility
 
of violating such
 
law, regulation, or decree.
(iii)
 
Notwithstanding anything
 
herein
 
to
 
the
 
contrary,
 
any
 
Award
 
is subject to forfeiture
 
or
recoupment, in whole or
 
in part, under applicable
 
law, including the Sarbanes-Oxley Act
and the Dodd-Frank Act.
4.
 
Assignment
 
of Award upon Death
.
 
Rights under
 
the Plans
 
and this
 
Agreement cannot
 
be assigned
or transferred other than by
 
(i) will or (ii) the laws
 
of descent
 
and distribution.
 
5.
 
Tax
 
Withholding
.
 
In
 
all
 
cases the
 
Employee
 
will
 
be
 
responsible to
 
pay all required
 
withholding
taxes associated
 
with the Award.
 
Should a withholding tax
 
obligation
 
arise with
 
regard to the Award
or the lapsing
 
of restrictions on
 
Restricted
 
Stock Units granted
 
in the Award, the withholding tax may
be
 
satisfied
 
by
 
withholding
 
shares
 
of
 
Stock.
 
The
 
value
 
of
 
the
 
shares of
 
Stock
 
withheld
 
for
 
this
purpose
 
shall
be
 
consistent
 
with
 
applicable
 
laws
 
and
 
regulations.
 
 
 
When
 
necessary,
 
lapsing
 
of
restrictions
 
may
 
be accelerated by the Authorized
 
Party to
 
the extent necessary to provide shares of
Stock to satisfy
 
any withholding tax obligation.
 
This
 
withholding tax obligation
 
includes, but
 
is
 
not
limited to, federal, state, and
 
local taxes,
 
including applicable
 
non-U.S. taxes.
6.
 
Shareholder
 
Rights
 
for
 
Restricted
 
Stock
 
Units
.
 
The
 
Employee
 
shall
 
not
 
have the
 
rights
 
of
 
a
shareholder until
 
the
 
Restricted Stock Unit has been canceled and ownership of
 
shares of Stock has
been transferred to
 
the Employee.
 
As described
 
above, the Company
 
may pay
 
dividend equivalents
with regard to Restricted
 
Stock Units in
 
certain circumstances.
 
 
 
 
 
Exhibit 10.
 
3
 
5
 
7.
 
Certain Adjustments
.
 
In the
 
event
 
certain
 
corporate
 
transactions,
 
recapitalizations,
 
or stock
 
splits
 
occur
while Restricted
 
Stock
 
or Restricted
 
Stock
 
Units
 
are outstanding,
 
the
 
Grant
 
Price
 
and
 
the
 
number
 
of
shares
 
of Restricted
 
Stock
 
Option
 
Shares
 
or Restricted
 
Stock
 
Units
 
shall
 
be correspondingly
 
adjusted.
 
8.
 
Relationship
 
to
 
the
 
Plan
.
 
In
 
addition
 
to
 
the
 
terms
 
and
 
conditions described
 
in
 
this
 
Agreement,
Awards
 
are
 
subject to
 
all
 
other
 
applicable provisions
 
of
 
the Plan.
 
The decisions of the Committee
with
 
respect
 
to
 
questions
 
arising
 
as
 
to
 
the
 
interpretation
 
of
 
the
 
Plan
 
or
 
this
 
Agreement
 
and
 
as to
findings of fact shall
 
be final, conclusive, and
 
binding.
9.
 
No
 
Employment
 
Guarantee
.
 
No
 
provision
 
of
 
this
 
Agreement
 
shall
 
confer
 
any
 
right
 
upon
 
the
Employee to continued
 
employment with any
 
Participating Company.
10.
 
Governing
 
Law
.
 
This Agreement
 
shall be governed by
 
and construed and enforced in
 
accordance
with the
 
laws of the State
 
of Delaware.
11.
 
Amendment
.
 
Without
 
the
 
consent
 
of
 
the
 
Employee,
 
this
 
Agreement
 
may
 
be
 
amended
 
or
supplemented
 
(i) to cure any
 
ambiguity or to correct or
 
supplement any
 
provision herein which
 
may
be
 
defective
 
or
 
inconsistent
 
with
 
any
 
other
 
provision
 
herein,
 
or
 
(ii)
 
to
 
add
 
to
 
the
 
covenants and
agreements of
 
the Company
 
for the benefit of an
 
Employee or to add
 
to the rights
 
of an Employee
 
or
to
 
surrender
 
any
 
right
 
or
 
power
 
reserved
 
to
 
or
 
conferred
 
upon
 
the
 
Company in
 
this
 
Agreement,
provided,
 
in
 
each case,
 
that
 
such changes or
 
corrections
 
shall not
 
adversely affect the rights
 
of the
Employee with respect
 
to the grant
 
of an Award evidenced
 
hereby without the
 
Employee’s
 
consent,
or (iii) to make such
 
other changes
 
as the Company, upon advice
 
of counsel, determines
 
are necessary
or advisable
 
because of the
 
adoption or promulgation of, or change
 
in or of the
 
interpretation of,
 
any
law or governmental
 
rule or regulation, including
 
any applicable
 
federal or state
 
securities
 
or tax laws.
Exhibit 10.
 
3
 
6
 
DEFINITIONS
Capitalized terms
 
not defined below
 
shall have the
 
meanings set forth
 
in the Plan.
 
“Authorized
 
Party”
 
means the person
 
who is
 
authorized to approve
 
an Award, exercise discretion, or take
action under the
 
Administrative Procedure for the Restricted
 
Stock Program and
 
pursuant to the
 
Program.
 
With regard to Senior Officers, the Committee
 
is the
 
Authorized Party.
 
With regard to other Employees,
the Chief Executive
 
Officer is the Authorized
 
Party,
 
although the Committee
 
may act
 
concurrently as
 
the
Authorized Party.
“Award”
 
means the
 
Restricted Stock
 
Units granted
 
to
 
the
 
Employee
 
pursuant
 
to
 
the
 
foregoing
 
terms,
conditions, and limitations.
“Cause”
 
means “Cause”
 
as that term is
 
defined in the
 
Key Employee Change
 
in Control Severance
 
Plan
of ConocoPhillips applied
 
as if an
 
Employee were a
 
participant under such
 
plan
.
 
“Change of Control”
 
has the
 
meaning set forth in Attachment
 
A to these
 
Terms and Conditions.
“Committee”
 
means
 
the Compensation
 
Committee of the
 
Board of Directors
 
of the Company.
“Company”
 
means
 
ConocoPhillips a
 
Delaware corporation.
“Disability”
 
means
 
a disability for which the
 
employee in
 
question has
 
been determined
 
to be entitled
 
to
either (i) benefits under
 
the applicable
 
plan of long-term disability of the
 
Company or its
 
subsidiaries
 
or
(ii)
 
disability
 
benefits
 
under
 
the
 
Social
 
Security
 
Act.
 
In
 
the
 
absence of
 
any
 
such determination,
 
the
Authorized Party may make
 
a determination that the
 
employee has
 
a Disability.
“Fair Market
 
Value”
 
means, as of a
 
particular date, the mean
 
between the
 
highest and lowest
 
sales
 
price
per
 
share
 
of
 
such
 
Stock
 
on
 
the
 
consolidated
 
transaction
 
reporting
 
system
 
for
 
the
 
principal
 
national
securities
 
exchange on which
 
shares of Stock are
 
listed on
 
that date, or, if there shall
 
have
 
been
 
no
 
such
sale so reported
 
on that date,
 
on the next
 
preceding date
 
on which such
 
a sale was so reported,
 
or,
 
at
 
the
discretion of the
 
Committee, the price
 
prevailing on the
 
exchange
 
at a
 
designated
 
time.
“Good
 
Reason”
means “Good Reason” as that term is
 
defined in the
 
Key Employee Change in
 
Control
Severance Plan
 
of ConocoPhillips applied
 
as if an
 
Employee were a
 
participant under such
 
plan.
 
“Grant
 
Price”
 
means
 
the
 
Fair
 
Market Value
 
for
 
one
 
share of
 
Stock
 
as of
 
the
 
date of
 
the
 
grant
 
of
 
an
Award.
 
Grant price is
 
not adjusted
 
for any restrictions applicable
 
to the Award.
“Key Employee
 
Change in Control
 
Severance
 
Plan of ConocoPhillips”
 
means the
 
plan of that
 
name (or
a successor plan
 
to the plan
 
of that name) in
 
effect on an
 
applicable Change
 
of Control.
 
If no plan of that
name (or successor
 
plan to the
 
plan of that
 
name) is in effect on an
 
applicable Change
 
of Control, it
 
shall
mean instead the
 
plan of that
 
name in effect
 
on the date of the
 
Award.
“Layoff”
 
means
 
an
 
applicable
 
Termination
 
of
 
Employment
 
due
 
to
 
layoff
 
under
 
the
 
ConocoPhillips
Severance Pay
 
Plan, the ConocoPhillips Executive
 
Severance Plan, or the
 
ConocoPhillips
 
Key Employee
Change
 
in Control Severance Plan, or layoff or redundancy
 
under any similar
 
layoff or redundancy
 
plan
which the
 
Company or its subsidiaries
 
may adopt from time
 
to time.
 
If all or any portion of
 
the
 
benefits
under
 
the
 
redundancy
 
or
 
layoff
 
plan
 
are
 
contingent
 
on
 
the
 
employee’s
 
signing
 
a
 
general
 
release
 
of
liability,
 
such Termination
 
shall not
 
be
 
considered as
 
a “Layoff” for
 
purposes of this Award
 
unless the
employee executes
 
and does not revoke a
 
general release of liability,
 
acceptable to the Company,
 
under
the
 
terms
 
of
 
such layoff
 
or
 
redundancy plan.
 
In
 
order
 
to
 
be
 
considered a
 
layoff
 
for
 
purposes of
 
this
Award, the Termination of E
 
mployment must also
 
be considered
 
a Separation from Service.
“Participating
 
Company”
 
includes
 
ConocoPhillips
 
and
 
its
 
100%
 
owned
 
subsidiaries, including
 
both
those directly
 
owned and
 
those owned through subsidiaries,
 
whose
 
participation has
 
been approved
 
by the
Authorized Party.
Exhibit 10.
 
3
 
7
 
“Restricted Stock
 
Unit”
 
means
 
a unit equal
 
to one share of
 
Stock (as determined
 
by the Authorized
 
Party)
that is subject
 
to forfeiture provisions or that has
 
certain restrictions
 
attached to
 
the ownership
 
thereof.
“Senior Officer”
 
means the
 
Chairman of the
 
Board, the CEO, all
 
other executive officers of
 
the Company
(determined
 
in
 
accordance
 
with
 
the
 
Company’s
 
custom and
 
practice pursuant
 
to
 
section 16(b)
 
of
 
the
Securities Exchange
 
Act of 1934, as
 
amended), all other employees
 
of the Company
 
who report
 
directly
to the CEO
 
and whose salary
 
grade is 23 or higher, and all
 
other employees
 
of the Company
 
whose
 
salary
grade is 26 or higher.
“Separation
 
from
 
Service”
 
means “separation from service” as that term
 
is used in section 409A of
 
the
Internal Revenue
 
Code.
“Severance”
 
means “Severance” as that term is defined in the Key Employee Change in Control
Severance
 
Plan of ConocoPhillips applied as if an Employee were a participant under such plan,
and
 
shall
 
also
 
incorporate
 
the
 
meaning
 
of
 
the
 
term
 
“Cause”
 
contained
 
in
 
the
 
definition
 
of
“Severance”
 
in such plan but shall substitute the definition of “Good Reason” contained
 
in
 
this
Inducement
 
Grant Agreement for the definition of “Good Reason” contained in such plan.
“Stock”
 
means
 
shares of common stock
 
of the Company, par value
 
$.01.
 
Stock may also
 
be referred to as
“Common Stock.”
“Terminatio
 
n”
and
 
“
Termination
 
of
 
Employment”
 
each
 
mean
 
cessation
 
of
 
employment
 
with
 
the
Participating
 
Companies, determined
 
in
 
accordance with
 
the
 
policies and practices of
 
the Participating
Company for whom
 
the Employee was
 
last performing services.
 
Exhibit 10.
 
3
 
8
 
Attachment A
 
Change of Control
 
The following definitions
 
apply to the
 
Change of
 
Control provision
 
in Section 10
 
of the Plan.
“Affiliate” shall have
 
the meaning
 
ascribed to
 
such term in Rule 12b-2
 
of the General
Rules and Regulations
 
under the Exchange
 
Act, as
 
in effect at the time of determination.
“Associate”
 
shall mean, with reference to
 
any Person, (a) any corporation,
 
firm,
partnership, association, unincorporated
 
organization or
 
other entity
 
(other than the Company
 
or a
subsidiary of the
 
Company) of which
 
such Person
 
is an officer or general partner (or officer
 
or general
partner of a general
 
partner) or is, directly or indirectly, the Beneficial
 
Owner of 10% or
 
more of any class
of equity securities,
 
(b) any trust or other estate
 
in which such
 
Person has a
 
substantial beneficial interest
or as to which
 
such Person serves
 
as trustee or in
 
a similar fiduciary capacity
 
and (c) any relative
 
or
spouse of such
 
Person, or any relative
 
of such
 
spouse, who has
 
the same home
 
as such Person.
 
“Beneficial Owner”
 
shall mean,
 
with reference to
 
any securities,
 
any Person
 
if:
(a)
 
such
 
Person
 
or
 
any
 
of
 
such
 
Person’s
 
Affiliates
 
and
 
Associates,
 
directly
 
or
indirectly,
 
is
 
the
 
“beneficial
 
owner”
 
of
 
(as
 
determined
 
pursuant
 
to
 
Rule
 
13d
 
-3
 
of
 
the
General
 
Rules
 
and
 
Regulations
 
under
 
the
 
Exchange
 
Act,
 
as
 
in
 
effect
 
at
 
the
 
time
 
of
determination)
 
such
 
securities
 
or
 
otherwise
 
has
 
the
 
right
 
to
 
vote
 
or
 
dispose
 
of
 
such
securities;
(b)
 
such
 
Person
 
or
 
any
 
of
 
such
 
Person’s
 
Affiliates
 
and
 
Associates,
 
directly
 
or
indirectly,
 
has
 
the
 
right or
 
obligation
 
to
 
acquire
 
such
 
securities
 
(whether
 
such
 
right or
obligation is exercisable
 
or effective immediately or only
 
after the passage of time or
 
the
occurrence
 
of
 
an
 
event)
 
pursuant
 
to
 
any
 
agreement,
 
arrangement
 
or
 
understanding
(whether
 
or
 
not
 
in
 
writing) or
 
upon
 
the exercise
 
of
 
conversion
 
rights, exchange
 
rights,
other rights, warrants or options,
 
or otherwise; provided, however, that
 
a Person shall not
be
 
deemed
 
the
 
Beneficial
 
Owner
 
of,
 
or
 
to
 
“beneficially
 
own,”
 
(i) securities
 
tendered
pursuant
 
to
 
a
 
tender
 
or
 
exchange
 
offer
 
made
 
by
 
such
 
Person
 
or any
 
of
 
such
 
Person’s
Affiliates
 
or
 
Associates
 
until
 
such
 
tendered
 
securities
 
are
 
accepted
 
for
 
purchase
 
or
exchange
 
or (ii) securities issuable upon exercise of Exempt Rights; or
(c)
 
such
 
Person
 
or
 
any
 
of
 
such
 
Person’s
 
Affiliates
 
or
 
Associates
 
(i) has
 
any
agreement,
 
arrangement
 
or
 
understanding
 
(whether
 
or
 
not
 
in
 
writing)
 
with
 
any
 
other
Person (or any Affiliate
 
or Associate thereof) that beneficially owns such
 
securities
 
for
the
 
purpose
 
of
 
acquiring,
 
holding,
 
voting
 
(except
 
as
 
set
 
forth
 
in
 
the
 
proviso
 
to
subsection
 
(a) of this definition) or disposing of such securities or (ii)
 
is
 
a
 
member
 
of
 
a
group (as that term is used in Rule 13d
 
-5(b) of the General Rules and Regulations
 
under
the Exchange Act) that includes
 
any other Person that beneficially owns such securities;
provided,
 
however, that nothing in this definition shall cause a Person engaged
 
in business as an
underwriter
 
of securities
 
to be the Beneficial Owner of, or to “beneficially own,” any securities
acquired
 
through such Person’s
 
participation in good faith in a firm commitment underwriting
until the expiration of
 
40 days after the date of such acquisition.
 
For purposes hereof, “voting” a
security shall include
 
voting, granting a proxy,
 
consenting or making a request or demand
relating to corporate
 
action (including, without limitation, a demand for a shareholder list, to call
a shareholder
 
meeting or to inspect corporate books and records) or otherwise giving an
authorization
 
(within the meaning of section 14(a) of the Exchange Act) in respect of such
security.
Exhibit 10.
 
3
 
9
 
The terms “beneficially
 
own” and
 
“beneficially owning”
 
shall have
 
meanings that are
correlative to this
 
definition of the term “Beneficial
 
Owner.”
“Board” shall have
 
the meaning
 
set forth in the Plan.
“Change of Control” shall
 
mean any
 
of the following occurring on
 
or after the Grant
Date:
(a)
 
any Person (other
 
than an Exempt Person) shall become
 
the Beneficial Owner
of 20%
 
or more of the shares of Common Stock then outstanding or 20% or more
 
of
 
the
combined
 
voting power of the Voting
 
Stock of the Company then outstanding; provided,
however,
 
that
 
no
 
Change
 
of
 
Control
 
shall
 
be
 
deemed
 
to
 
occur
 
for
 
purposes
 
of
 
this
subsection
 
(a)
 
if
 
such
 
Person
 
shall become
 
a Beneficial
 
Owner
 
of
 
20%
 
or more
 
of
 
the
shares of
 
Common Stock then outstanding or 20% or more of the combined voting power
of
 
the
 
Voting
 
Stock
 
of
 
the
 
Company
 
then
 
outstanding
 
solely
 
as
 
a
 
result
 
of
 
(i)
 
any
acquisition
 
directly from the Company or (ii) any acquisition
 
by a Person
 
pursuant
 
to
 
a
transaction
 
that complies with clauses (i), (ii), and (iii)
 
of subsection
 
(c) of this definition;
(b)
 
individuals
 
who, as of the Grant Date,
 
constitute the Board (the
 
“Incumbent
Board”)
 
cease
 
for
 
any
 
reason
 
to
 
constitute
 
at
 
least
 
a
 
majority
 
of
 
the Board;
 
provided,
however,
 
that
 
any
 
individual
 
becoming
 
a director
 
subsequent
 
to the
 
Grant Date
 
whose
election, or nomination
 
for election by the Company’s shareholders, was approved
 
by
 
a
vote of at least a majority of the directors
 
then comprising the Incumbent Board
 
shall
 
be
considered
 
as though such individual were a member of the Incumbent Board; provided,
further,
 
that there shall be excluded, for this purpose, any such individual
 
whose
 
initial
assumption
 
of office occurs as a result of any actual or threatened election
 
contest
 
with
respect to the election or removal
 
of directors or other actual or threatened solicitation
 
of
proxies or consents
 
by or on behalf
 
of a Person other than the Board;
(c)
 
the
 
Company
 
shall
 
consummate
 
a
 
reorganization,
 
merger,
 
statutory
 
share
exchange,
 
consolidation,
 
or
 
similar
 
transaction
 
involving
 
the
 
Company
 
or
 
any
 
of
 
its
subsidiaries
 
or
 
sale
 
or
 
other
 
disposition
 
of
 
all
 
or
 
substantially
 
all
 
of
 
the
 
assets
 
of
 
the
Company,
 
or the acquisition of assets or securities of another entity by the
 
Company
 
or
any of
 
its subsidiaries (a “Business
 
Combination”), in each case, unless, following
 
such
Business Combination,
 
(i) 50% or more of the then outstanding shares of common
 
stock
of
 
the
 
corporation
 
,
 
or
 
common
 
equity
 
securities
 
of
 
an entity
 
other
 
than
 
a corporation,
resulting
 
from
 
such
 
Business
 
Combination
 
and
 
the combined
 
voting power
 
of
 
the then
outstanding
 
Voting
 
Stock
 
of
 
such
 
corporation
 
or
 
other
 
entity
 
are
 
beneficially
 
owned,
directly
 
or
 
indirectly,
 
by all
 
or substantially
 
all of
 
the Persons
 
who
 
were the
 
Beneficial
Owners
 
of
 
the
 
outstanding
 
Common
 
Stock
 
immediately
 
prior
 
to
 
such
 
Business
Combination
 
in substantially the same proportions as their ownership, immediately prior
to
 
such
 
Business
 
Combination,
 
of
 
the
 
outstanding
 
Common
 
Stock,
 
(ii) no
 
Person
(excluding any
 
Exempt Person or any Person beneficially owning, immediately
 
prior
 
to
such Business
 
Combination, directly or indirectly,
 
20% or more of
 
the
 
Common
 
Stock
then outstanding
 
or 20% or more of the combined voting power of the
 
Voting
 
Stock
 
of
the Company
 
then outstanding) beneficially owns, directly or indirectly,
 
20% or more
 
of
the
 
then
 
outstanding
 
shares
 
of
 
common
 
stock
 
of
 
the
 
corporation,
 
or
 
common
 
equity
securities of
 
an entity other than a corporation,
 
resulting from such Business Combination
or the combined
 
voting power of the then outstanding Voting
 
Stock of such corporation
or other entity,
 
and (iii) at least a majority of the members
 
of the board of directors of the
corporation,
 
or
 
the
 
body
 
which
 
is
 
most
 
analogous
 
to
 
the
 
board
 
of
 
directors
 
of
 
a
corpora
tion
 
if
 
not
 
a
 
corporation,
 
resulting
 
from
 
such
 
Business
 
Combination
 
were
Exhibit 10.
 
3
 
10
 
members
 
of the Incumbent Board
 
at the time of the initial agreement or initial action
 
by
the Board providing
 
for such Business Combination; or
(d)
 
the
 
shareholders
 
of
 
the
 
Company
 
shall
 
approve
 
a
 
complete
 
liquidation
 
or
dissolution
 
of the Company unless such liquidation or dissolution is approved as part of a
transaction
 
that complies with clauses (i), (ii), and (iii)
 
of subsection
 
(c) of this definition.
“Common Stock”
 
shall have
 
the meaning set forth in the
 
Plan.
“Company”
 
shall have the
 
meaning set forth in the
 
Plan.
 
“Exchange Act” shall
 
mean the
 
Securities Exchange
 
Act of 1934, as
 
amended.
“Exempt Person” shall
 
mean any
 
of the Company, any entity
 
controlled by the
 
Company,
any employee
 
benefit plan (or related
 
trust) sponsored
 
or maintained by
 
the Company
 
or any entity
controlled by the
 
Company, and any Person
 
organized, appointed, or established
 
by the Company
 
for or
pursuant to the
 
terms of any
 
such employee benefit
 
plan.
“Exempt Rights”
 
shall mean
 
any rights to purchase
 
shares of Common
 
Stock or other
Voting
 
Stock of the Company
 
if at the
 
time of the issuance
 
thereof such
 
rights are not
 
separable
 
from such
Common Stock or other
 
Voting
 
Stock (
i.e.
, are
 
not transferable otherwise
 
than in connection
 
with a
transfer of the underlying Common
 
Stock or other Voting Stock), except
 
upon the occurrence
 
of a
contingency, whether such
 
rights exist
 
as of the Grant Date
 
or are thereafter issued
 
by the Company
 
as a
dividend on shares
 
of Common Stock or
 
other Voting Securities or otherwise.
“Person” shall
 
mean any individual, firm, corporation, partnership,
 
association, trust,
unincorporated organization, or other
 
entity.
“Voting Stock” shall mean, (1) with respect
 
to a corporation, all securities
 
of such
corporation of any class
 
or series that are
 
entitled to vote
 
generally in the
 
election of, or to appoint
 
by
contract, directors of such
 
corporation (excluding any class
 
or series
 
that would be
 
entitled so
 
to vote by
reason of the
 
occurrence of any
 
contingency, so long as such contingency
 
has not
 
occurred) and (ii) with
respect to an entity
 
which is
 
not a corporation, all securities
 
of any class
 
or series that are
 
entitled to vote
generally in the
 
election of, or to appoint
 
by contract, members
 
of the body which
 
is most
 
analogous
 
to
the board of directors
 
of a corporation.