Exhibit
 
10.20.1
1
CONOCOPHILLIPS
KEY EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN
(Amended and Restated Effective
 
as of December 2, 2021)
The ConocoPhillips Key Employee Change in Control Severance
 
Plan (the "Plan") is hereby
amended and restated effective
 
as of December 2, 2021.
 
All capitalized terms used herein are
defined in Section 1 hereof.
 
Effective October 1, 2004, the Company adopted
 
this Plan for the
 
benefit of certain employees
 
of
the Company
 
and its Subsidiaries.
 
This Plan
 
was subsequently
 
amended and
 
restated
 
effective
December 31,
 
2008, then subsequently
 
amended and restated
 
as of the
 
Effective
 
Time (as that
term is
 
used in
 
the Employee
 
Matters Agreement between ConocoPhillips
 
and Phillips
 
66 dated
 
as
of
 
April
 
26,
 
2012),
 
then
 
further
 
amended
 
and
 
restated
 
effective
 
January 1,
 
2014.
 
This
 
Plan
 
is
hereby subsequently
 
amended
 
and
 
restated
 
effective
 
December
 
2,
 
2021,
 
which
 
restatement
 
wholly
replaces the prior restatement
 
(except as set forth below), by approval
 
of the Human Resources
and
 
Compensation
 
Committee
 
of
 
the
 
Board
 
of
 
Directors
 
of
 
ConocoPhillips
 
at
 
its
 
meeting
 
on
December 2, 2021.
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 hereinafter used:
1.1
 
"Accounting Firm" has the meaning ascribed to such term in Section 2.4(b) of this Plan.
1.2
 
"Affiliate" has the meaning
 
ascribed to such term in
 
Rule 12b-2 of the General Rules
 
and
Regulations under the Exchange Act, as in effect on the Effective
 
Date.
1.3
 
"Associate" means, 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.
1.4
 
"Beneficial Owner" means, with reference to any
 
securities, any Person if:
 
Exhibit
 
10.20.1
2
(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
 
on the
 
Effective
 
Date)
 
such
securities
 
or
 
otherwise
 
has
 
the
 
right
 
to
 
vote
 
or
 
dispose
 
of
 
such
 
securities,
 
including
pursuant to
 
any agreement,
 
arrangement, or
 
understanding (whether
 
or not in writing);
provided,
 
however,
 
that a
 
Person
 
shall not
 
be deemed
 
the "Beneficial
 
Owner" of,
 
or to
"beneficially
 
own,"
 
any
 
security
 
under
 
this
 
subsection
 
(a)
 
as
 
a
 
result
 
of
 
an
 
agreement,
arrangement, or understanding to vote such security if such agreement, arrangement,
 
or
understanding:
 
(i) arises solely from a revocable
 
proxy or consent
 
given in response to a
public (
i.e.
, not including a solicitation exempted
 
by Rule 14a-2(b)(2) of the General Rules
and Regulations under the Exchange Act) proxy or consent solicitation made pursuant to,
and in
 
accordance with,
 
the applicable
 
provisions
 
of the
 
General
 
Rules and
 
Regulations
under the
 
Exchange Act,
 
and (ii) is
 
not then
 
reportable by
 
such Person
 
on Schedule 13D
under the Exchange Act (or any comparable or successor report);
 
(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
 
stockholder
 
list,
 
to
 
call
 
a
stockholder
 
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
 
10.20.1
3
The terms
 
"beneficially own"
 
and "beneficially
 
owning" have meanings
 
that are
 
correlative
to this definition of the term "Beneficial Owner."
1.5
 
"Board" means the Board of Directors of the Company.
1.6
 
"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.
1.7
 
"Change in Control" means any of the following occurring on or after the Effective
 
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 are satisfied;
(b)
 
individuals
 
who,
 
as
 
of
 
the
 
Effective
 
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 Effective
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,
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
 
Exhibit
 
10.20.1
4
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 common
 
equity securities
 
of
 
an entity
 
other
than
 
a
 
corporation,
 
resulting
 
from
 
such
 
Business
 
Combination
 
were
 
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.
1.8
 
"Code" means
 
the Internal
 
Revenue Code of
 
1986,
 
as
 
it may
 
be amended
 
from
 
time
 
to time.
1.9
 
"Common Stock" means the common stock, par value $.01 per share, of the Company.
1.10
 
"Company" means ConocoPhillips or any successors thereto.
1.11
 
" Company
 
Retirement Contribution Percentage"
 
means the
 
percentage, determined with
regard to a
 
Severed Employee as
 
of their
 
Severance Date, set
 
forth in
 
(a) the
 
Company Retirement
Contribution
 
feature under
 
the ConocoPhillips
 
Savings Plan
 
and (b) the
 
Supplemental Company
Retirement Contribution
 
feature under
 
the Company Retirement
 
Contribution Make-Up Plan
 
of
ConocoPhillips.
 
1.12
 
"Controlled Group" shall mean ConocoPhillips and its Subsidiaries.
1.13
 
"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
 
(without
 
regard
 
to
 
any
 
reductions
 
therein
 
which
constitute
 
Good Reason)
 
and (b) annual
 
incentive
 
compensation
 
shall be
 
deemed to
 
equal the
higher of
 
(i) 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 or
 
(ii) the
 
average of
 
the
 
most
 
recent
 
two annual
 
incentive
 
compensation
 
payments
to by
 
such Severed
 
Employee pursuant
 
to the
 
Variable
 
Cash Incentive
 
Program
 
or its
 
successor
program maintained by
 
the Employer
 
made before his
 
or her
 
Severance Date; provided,
 
however,
that for purposes of this clause (ii), (I) if such Severed Employee has been eligible to receive only
 
Exhibit
 
10.20.1
5
one such
 
annual incentive
 
compensation payment for
 
a period
 
ending before his
 
or her
 
Severance
Date,
 
the
 
amount
 
of
 
annual
 
incentive
 
compensation
 
for
 
purposes
 
of
 
determining
 
Credited
Compensation shall
 
be equal
 
to the
 
amount
 
of such
 
single
 
annual
 
incentive
 
compensation
 
payment
(if
 
any),
 
and
 
(II)
 
if
 
such
 
Severed
 
Employee
 
has
 
not
 
been
 
eligible
 
for
 
any
 
such
 
annual
 
incentive
compensation
 
payment,
 
the
 
amount
 
of annual
 
incentive
 
compensation
 
for
 
purposes
 
of
 
determining
Credited Compensation shall
 
be equal
 
to his
 
or her
 
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.
1.14
 
"Effective Date" means the
 
effective date of
 
this Plan
 
as amended
 
and restated as
 
set
 
forth
in the preamble to this Plan.
1.15
 
"Eligible Employee" means any employee that is a Tier 1 Employee or a Tier 2 Employee.
1.16
 
"Employer" means the Company or any of its Subsidiaries.
1.17
 
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
1.18
 
"Excise Tax" shall mean the excise tax
 
imposed by section
 
4999 of the
 
Code, together with
any interest or penalties imposed with respect to such excise
 
tax.
1.19
 
"Exempt Person" means 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
or any
 
entity controlled by
 
the Company for
 
or pursuant
 
to the
 
terms
 
of any
 
such
 
employee
 
benefit
plan.
1.20
 
"Exempt
 
Rights" means 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 Effective
 
Date,
 
or are
 
thereafter
 
issued by
 
the
Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.
1.21
 
"Good Reason"
 
means the
 
occurrence, on
 
or after
 
the date
 
of a
 
Change in
 
Control,
 
and
without the Eligible Employee's
 
written consent, of (i) the assignment to
 
the Eligible Employee of
duties in
 
the aggregate
 
that are
 
inconsistent with
 
the Eligible
 
Employee's level
 
of responsibility
immediately
 
prior to
 
the date
 
of the
 
Change in
 
Control
 
or any
 
diminution in
 
the nature
 
of the
Eligible Employee's
 
responsibilities
 
from
 
those
 
in
 
effect immediately
 
prior
 
to the
 
date of
 
the
 
Change
in Control;
 
(ii) a reduction
 
by the
 
Employer in
 
the Eligible
 
Employee's annual
 
base salary or
 
any
adverse change in
 
the Eligible
 
Employee's aggregate annual
 
and
 
long
 
term
 
incentive
 
compensation
opportunity from
 
that in effect
 
immediately prior
 
to the
 
Change in Control
 
which change
 
is not
pursuant to a
 
program applicable to
 
all comparably
 
situated executives of
 
the
 
Employer;
 
or
 
(iii) the
relocation of
 
the Eligible
 
Employee's principal
 
place of
 
employment to
 
a location
 
more than
 
50
 
Exhibit
 
10.20.1
6
miles from
 
the Eligible
 
Employee's principal
 
place of
 
employment immediately prior
 
to the
 
date of
the Change in
 
Control; provided, however, that this clause (iii)
 
shall not be
 
considered to be Good
Reason
 
if
 
the
 
Employer
 
undertakes
 
to
 
pay
 
all
 
reasonable
 
relocation
 
expenses
 
of
 
the
 
Eligible
Employee
 
in connection
 
with
 
such
 
relocation,
 
whether
 
through
 
a
 
relocation
 
plan,
 
program,
 
or
policy of the Employer or otherwise.
1.22
 
"Net Benefit" shall mean the present value of the Payments
 
net of all Federal, state,
local, and foreign income, employment, and excise
 
taxes.
1.23
 
"Parachute Value"
 
of a Payment shall mean the present value as of the date of the
change of control for purposes of section 280G of the Code of the portion of such Payment that
constitutes a "parachute payment"
 
under section 280G(b)(2), as determined by the Accounting
Firm for purposes of determining whether and to what extent the Excise
 
Tax will
 
apply to such
Payment.
1.24
 
"Payment" shall mean any payment
 
or distribution in the nature of compensation
(within the meaning of section 280G(b)(2) of the Code) to or for the benefit of an Eligible
Employee, whether paid or payable pursuant to
 
this Plan or otherwise, by any Employer or by a
Person that is a party to the Change in Control.
1.25
 
"Person"
 
means
 
any
 
individual,
 
firm,
 
corporation,
 
partnership,
 
association,
 
trust,
unincorporated organization,
 
or other entity.
1.26
 
"Plan" means the ConocoPhillips Key
 
Employee Change in Control
 
Severance Plan, as
 
set
forth herein, as it may be amended from time to time.
1.27
 
"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.
 
At the Effective
 
Date, the
Plan Administrator
 
shall be
 
the Vice
 
President, Human
 
Resources and
 
Real Estate
 
and Facilities
Services of
 
the Company.
 
Any successor
 
to the
 
office of
 
Vice President,
 
Human
 
Resources
 
and
 
Real
Estate and Facilities Services (or to
 
a lesser or
 
greater position encompassing the role
 
of the most
senior officer
 
of the
 
Company
 
with
 
responsibility
 
over
 
the
 
Human
 
Resources
 
function)
 
shall
 
become
the
 
Plan
 
Administrator,
 
unless
 
and
 
until
 
the
 
Board
 
appoints
 
another
 
person
 
or
 
persons.
 
Notwithstanding the forgoing,
 
any person appointed
 
as
 
Plan
 
Administrator
 
shall
 
recuse
 
themselves
from any action with regard to
 
a claim relating to such person as an Eligible Employee.
1.28
 
"Public
 
Offering"
 
means
 
the
 
initial
 
sale
 
of
 
common
 
equity
 
securities
 
of
 
the
 
Company
pursuant to an
 
effective registration statement (other than
 
a registration
 
on
 
Form S-4
 
or S-8
 
or any
successor or similar forms) filed under the Securities Act of 1933.
1.29
 
"Retirement Plans" means
 
the ConocoPhillips Retirement Plan
 
and the
 
ConocoPhillips Key
Employee Supplemental Retirement
 
Plan.
 
1.30
 
"Safe Harbor Amount"
 
means, with
 
respect to
 
an Eligible
 
Employee, 2.99
 
times the
 
Eligible
Employee's "base amount," within the meaning of section 280G(b)(3) of the Code.
 
Exhibit
 
10.20.1
7
1.31
 
"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 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.
1.32
 
"Severance"
 
means
 
the
 
termination
 
of
 
an
 
Eligible
 
Employee's
 
employment
 
with
 
the
Employer on
 
or within two
 
years following
 
the date
 
of a
 
Change in
 
Control, (i) by
 
the Employer
other than for Cause, or (ii) by the Eligible Employee for Good Reason.
 
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
 
as
 
a
 
result
 
of
 
(i)
 
the
 
Distribution,
 
(ii)
 
the
 
Eligible
Employee's transfer to the
 
controlled group of
 
Phillips
 
66 in
 
connection
 
with
 
the
 
Distribution,
 
or (iii)
the
 
Eligible
 
Employee's
 
transfer
 
to
 
the
 
Controlled
 
Group
 
in
 
connection
 
with
 
the
 
Distribution.
 
Notwithstanding
 
anything
 
herein
 
to
 
the
 
contrary,
 
Good
 
Reason
 
shall
 
not
 
be
 
deemed
 
to
 
have
occurred unless the Company shall have
 
been given (1) written notice of the Eligible
 
Employee's
assertion that
 
an event
 
constituting Good
 
Reason has
 
occurred,
 
which
 
notice
 
shall
 
be
 
given
 
not
 
less
than
 
30
 
days
 
prior
 
to
 
the
 
Severance
 
Date
 
to
 
which
 
such
 
notice
 
relates,
 
and
 
(2) a
 
reasonable
opportunity
 
to
 
cure
 
such
 
occurrence
 
during
 
such
 
30-day
 
period.
 
Furthermore,
 
in
 
order
 
to
 
be
considered a Severance, the
 
termination must also meet the requirements
 
of a Separation from
Service.
1.33
 
"Severance Date" means the date on which an Eligible Employee incurs
 
a Severance.
1.34
 
"Severance Pay" means the payment
 
determined pursuant to Section 2.1 hereof.
1.35
 
"Severed Employee" means an Eligible Employee who has incurred a Severance.
1.36
 
"Salary
 
Grade"
 
means
 
a
 
classification
 
level
 
for
 
Employees
 
under
 
the
 
practices
 
of
 
the
Company.
 
Where Salary
 
Grades are used
 
in this
 
Plan, they
 
are
 
depicted
 
under
 
the
 
U.S.
 
practices
 
for
 
 
Exhibit
 
10.20.1
8
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 relevant
 
country or subsidiary.
1.37
 
"Subsidiary" means
 
any corporation or
 
other entity
 
that is
 
treated
 
as
 
a single
 
employer
 
with
ConocoPhillips after
 
the Distribution,
 
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.
1.38
 
"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), at
 
or subsequent to
 
the
time of the Change in Control.
 
1.39
 
"Tier 2
 
Employee" means
 
any employee
 
of
 
the
 
Employer, 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)
 
at or
subsequent to the time of the Change in Control.
1.40
 
"Value" of a
 
Payment shall mean
 
the economic
 
present value
 
of
 
a Payment
 
as
 
of the
 
date of
the change of control
 
for purposes of section
 
280G of the
 
Code, as determined
 
by the Accounting
Firm using the discount rate required by
 
section 280G(d)(4) of the Code.
1.41
 
"Voting Stock" means,
 
(i) 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 entit
 
y
 
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
 
.
SECTION 2.
 
BENEFITS.
2.1
 
Subject to Section 2.8, each Severed Employee shall be entitled to receive Severance
 
Pay
equal to the
 
sum of the
 
amounts determined under
 
Sections 2.1(a), (b),
 
(c), and (d),
 
as applicable.
 
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) 3, in the case of a Tier 1 Employee or (ii) 2 in the case of a Tier 2 Employee.
 
Exhibit
 
10.20.1
9
(b)
For Severed Employees
 
actively participating in the Retirement
 
Plans the amount
that is
 
the present
 
value, determined as
 
of the
 
Severed
 
Employee's
 
Severance
 
Date,
of
 
the
 
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) 3, in
 
the case
 
of a
 
Tier 1
 
Employee
 
or (ii)
 
2, in
the case of a Tier 2 Employee;
 
less the amount that is the
 
value determined as of
the Severed Employee’s Severance Date (including any additional credited service
due to the circumstances
 
of the Severed Employee’s
 
termination) of the benefits
under
 
the
 
Retirement
 
Plans.
 
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.
 
No amounts provided under this Section 2.1(b) shall be
 
less than zero.
 
For the
 
avoidance of
 
doubt, with
 
respect to
 
a Severed
 
Employee who
 
is actively
participating in a cash
 
balance formula under the
 
Retirement Plans, the Severance
Pay
 
amount
 
determined
 
under
 
this
 
subsection
 
shall
 
be
 
the
 
amount
 
that
 
is
 
the
present
 
value
 
of
 
benefits
 
under
 
the
 
Retirement
 
Plans
 
that
 
would
 
result
 
if
 
the
Severed Employee
 
was credited with
 
the following number of
 
additional years of
pay
 
credits
 
and interest
 
credits
 
under the
 
Retirement
 
Plans as
 
of the
 
Severance
Date: (i) 3,
 
in the
 
case of
 
a Tier
 
1 Employee
 
or (ii)
 
2, in
 
the case
 
of a
 
Tier 2
 
Employee;
less
 
the
 
amount
 
that
 
is
 
the
 
value
 
determined
 
as
 
of
 
the
 
Severed
 
Employee’s
Severance Date of the benefits under the Retirement
 
Plans.
 
(c)
For
 
Severed
 
Employees
 
actively
 
participating
 
in
 
the
 
Company
 
Retirement
Contribution
 
Account feature
 
of the
 
ConocoPhillips Savings
 
Plan, as
 
that term
 
is
therein defined, the amount that would be the result of the Company Retirement
Contribution
 
Percentage
 
multiplied
 
by
 
the
 
Severed
 
Employee's
 
Credited
Compensation and (i) 3,
 
in the case
 
of a Tier 1
 
Employee or (ii)
 
2, in the case
 
of a
Tier 2 Employee.
 
(d)
The amount that is equal to the sum of (i), (ii), and (iii):
(i)
The
 
lesser
 
of
 
the
 
difference
 
between
 
the
 
annual
 
COBRA
 
participant
contribution
 
amount
 
or
 
the
 
ConocoPhillips
 
Retiree
 
Medical
 
Pre-65
 
Plan
participant
 
contribution
 
amount,
 
as
 
applicable,
 
and
 
the
 
annual
 
active
employee contribution
 
amount, each
 
as of the
 
Severance Date,
 
based on
the active medical coverage for which the Severed Employee was enrolled
as of
 
the Severance Date
 
multiplied by
 
(a) 3,
 
in the
 
case of
 
a Tier
 
1 Employee
or (b) 2, in the case of a Tier 2 Employee.
 
For the avoidance of doubt, any
Severed
 
Employee
 
or
 
dependents
 
who
 
are
 
over
 
the
 
age
 
of
 
65
 
on
 
the
Severance
 
Date
 
will
 
not
 
be
 
eligible
 
for
 
any
 
amounts
 
under
 
this
 
section
2.1(d)(i).
(ii)
The difference between
 
the annual
 
COBRA participant
 
contribution
 
amount
and
 
the
 
annual
 
active
 
employee
 
contribution
 
amount,
 
each
 
as
 
of
 
the
 
Exhibit
 
10.20.1
10
Severance Date, based
 
on the
 
active dental coverage
 
for which
 
the Severed
Employee was enrolled as of the Severance Date multiplied by (a) 3, in the
case of a Tier 1 Employee or (b) 2, in the case of a Tier 2 Employee.
(iii)
The
 
difference
 
between
 
the
 
annual
 
cost
 
to
 
maintain
 
coverage
 
and
 
the
annual active
 
employee contribution, each
 
as of
 
the
 
Severance
 
Date,
 
for the
company-sponsored
 
life
 
insurance
 
coverage
 
(including
 
basic,
 
executive
basic, and supplemental) for which the Severed Employee was
 
enrolled on
the Severance Date multiplied by (a) 3, in the case of a Tier 1 Employee
 
or
(b) 2,
 
in the
 
case of
 
a Tier
 
2 Employee.
 
For the
 
avoidance
 
of doubt,
 
this
amount
 
will
 
be
 
calculated
 
using
 
differences
 
in
 
cost
 
ignoring
 
any
 
limits
imposed by
 
the insurance
 
carrier for portability
 
and
 
conversion
 
of coverage.
Any amounts provided under
 
this Section 2.1(d)
 
will not be
 
adjusted to reflect that
the Severed Employee’s
 
cost will no longer be pre-tax.
2.2
 
Severance Pay (as
 
well as
 
any amount payable
 
pursuant to Section
 
2.5 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 2.8.
2.3
 
Upon Change in
 
Control, the following shall apply
 
to equity awards made
 
by the Company
to an Eligible Employee:
(a)
With
 
regard
 
to
 
all
 
equity awards
 
which
 
do
 
not
 
directly
 
provide
 
otherwise, each
Eligible Employee shall
 
become fully vested
 
in such
 
equity awards upon
 
incurring a
Severance
 
following
 
such
 
Change
 
in
 
Control,
 
and
 
such
 
equity
 
awards
 
shall
 
not
thereafter
 
be forfeitable
 
for
 
any reason
 
(except
 
that options
 
shall expire
 
and be
cancelled ten years from the date of their grant).
(b)
Any options granted to the Eligible Employee
 
shall be exercisable at the times set
forth
 
in
 
the
 
applicable
 
award
 
documents.
 
Each
 
such
 
option
 
shall
 
remain
outstanding until ten
 
years from the
 
date of
 
grant,
 
notwithstanding
 
any
 
provision
 
of
the option grant
 
or any plan
 
under which
 
the option may
 
have been granted to
 
the
contrary.
(c)
The date
 
of distribution
 
of any
 
stock or
 
other value
 
from such
 
awards shall be
 
as
 
set
forth in the applicable terms and conditions of the award.
2.4
 
With regard to any potential
 
Excise Tax
 
and the avoidance thereof:
 
(a)
 
Anything
 
in
 
this plan
 
to
 
the
 
contrary
 
notwithstanding,
 
if any
 
Parachute
 
Value
 
is
received
 
or is
 
expected
 
to be
 
received
 
under the
 
Plan, then
 
prior to
 
making any
payment of Severance
 
Pay under this
 
Plan, a
 
calculation
 
shall
 
be
 
made
 
comparing
 
(i)
 
 
Exhibit
 
10.20.1
11
the Net Benefit
 
to the Severed Employee
 
after payment of the
 
Excise Tax to (ii) the
Net
 
Benefit
 
to
 
the
 
Severed
 
Employee
 
if
 
the
 
Payments
 
are
 
limited
 
to
 
the
 
extent
necessary to avoid being
 
subject
 
to the Excise Tax.
 
If the amount
 
calculated under
clause
 
(i)
 
above
 
is
 
less
 
than
 
the
 
amount
 
under
 
clause
 
(ii)
 
above,
 
Severance
 
Pay
under this
 
Plan will
 
be reduced
 
to the
 
minimum extent necessary
 
to ensure that
 
no
portion of the Payments is subject
 
to the Excise Tax.
 
For avoidance of doubt, it is
intended that, for purposes of reducing the
 
Payments to the Safe Harbor Amount,
only amounts payable under this Plan (and no other Payments) shall be reduced.
 
 
(b)
 
All determinations required to be made under this Section 2.4
 
shall be made by a
nationally
 
recognized
 
certified
 
public
 
accounting
 
firm
 
designated
 
by
 
the
 
Plan
Administrator (the "Accounting
 
Firm").
 
The Accounting Firm
 
shall provide detailed
supporting calculations
 
both to
 
the Company
 
and each
 
Eligible Employee
 
within 15
business days
 
of the
 
receipt of
 
notice from
 
the Eligible
 
Employee that
 
there has
been a Payment, or such
 
earlier time as
 
is requested by the
 
Company.
 
All fees and
expenses
 
of
 
the
 
Accounting
 
Firm
 
shall
 
be
 
borne
 
solely
 
by
 
the
 
Company.
 
Any
determination by the Accounting Firm
 
shall be binding
 
upon the Company
 
and the
Eligible Employee.
2.5
 
Each Severed Employee shall be entitled to receive the
 
employee's full salary through the
Severance Date
 
and, subject to Section 2.8 but
 
notwithstanding any provision
 
of the Company's
Variable
 
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.
2.6
 
The Company
 
will pay
 
to each
 
Eligible Employee
 
all reasonable
 
legal fees
 
and expenses
incurred
 
by such
 
Eligible Employee
 
in pursuing
 
any claim
 
under the
 
Plan, unless
 
the applicable
finder of
 
fact determines
 
that the
 
Eligible Employee's
 
claim
 
was frivolous
 
or
 
not
 
maintained
 
in good
faith.
2.7
 
The Company
 
shall be
 
entitled 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.
2.8
 
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.
 
Such release
 
must be
executed and delivered to
 
the Company within 30 days of the Employee’s
 
Severance Date.
SECTION 3.
 
PLAN ADMINISTRATION
 
.
 
 
Exhibit
 
10.20.1
12
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
necessary or
 
advisable for
 
the administration of
 
the
 
Plan,
 
subject
 
to all
 
of
 
the
 
provisions
 
of
 
the
 
Plan.
3.2
 
In the event of
 
a claim by
 
an Eligible Employee as
 
to the amount or
 
timing 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,
 
in its
 
immediately
 
prior
 
version,
 
was
 
effective
 
on the
 
Effective
 
Date
 
and was
amended and restated effective as of the Effective Date.
 
If a Change in
 
Control has not occurred,
this Plan shall continue
 
in effect unless
 
and until it is
 
terminated as provided
 
in Section 4.2.
 
If a
Change in
 
Control occurs,
 
this Plan
 
shall continue
 
in full
 
force and effect
 
and shall
 
not terminate or
expire
 
until after
 
all Eligible
 
Employees who
 
become or
 
may become
 
entitled to
 
any payments
hereunder
 
shall have
 
received
 
such payments
 
in full
 
and all
 
adjustments
 
required
 
to
 
be
 
made
pursuant to Section 2 have been made.
4.2
 
(a)
 
If a Change
 
in Control
 
has not occurred,
 
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,
 
provided
 
that any
 
such
amendment which
 
shall in
 
any manner
 
reduce, diminish,
 
or otherwise
 
adversely
affect
 
any
 
benefit
 
which
 
is
 
or
 
may
 
at
 
any
 
time
 
in
 
the
 
future
 
become
 
payable
hereunder,
 
or any
 
such amendment
 
which shall alter
 
the definition
 
of Change
 
in
Control,
 
shall
 
be
 
made
 
effective
 
not
 
less
 
than
 
two
 
years
 
after
 
the
 
action
 
of
 
the
Company authorizing such
 
amendment, unless, and
 
then only to the
 
extent that,
such amendment
 
is or
 
becomes necessary
 
in order
 
to assure
 
continued
 
compliance
by this Plan with any applicable state or federal
 
law or regulation.
 
 
Exhibit
 
10.20.1
13
(b)
 
The Company
 
may, by action of
 
its Board
 
of
 
Directors,
 
terminate
 
this
 
Plan,
 
provided,
however,
 
that
 
the
 
effective
 
date
 
of
 
such termination
 
shall be
 
not
 
less
 
than two
years
 
from
 
the
 
date
 
of
 
such
 
Board
 
action.
 
Provided
 
further that
 
in
 
the event
 
a
Change
 
in
 
Control
 
shall
 
occur
 
prior
 
to
 
the
 
effective
 
date
 
of
 
termination,
 
the
provisions of Section 4.2(c) shall apply.
(c)
 
If
 
a
 
Change
 
in
 
Control
 
shall
 
occur
 
while
 
this
 
Plan
 
is
 
in
 
effect,
 
no
 
then-pending
amendment or termination shall
 
take effect, this Plan shall
 
remain in full
 
force and
effect
 
as
 
at
 
the
 
Change
 
in
 
Control,
 
and
 
this
 
Plan
 
shall
 
terminate
 
automatically
without further
 
action on
 
behalf of
 
the Company
 
immediately
 
following
 
the
 
making
of all payments to Eligible Employees under this Plan.
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
 
any
compensation received during
 
any Notice
 
Period.
 
This
 
provision
 
specifically
 
includes
 
any
 
payments
or obligations under
 
the ConocoPhillips
 
Severance Pay Plan,
 
as effective on
 
the
 
Effective Date
 
or as
subsequently amended, or
 
under the ConocoPhillips
 
Executive Severance Plan as effective on
 
the
Effective Date or 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.
 
 
Exhibit
 
10.20.1
14
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, addressed 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.
The Plan is hereby
 
amended and restated
 
effective as
 
of the Effective
 
Date; provided,
 
however,
that in
 
the event that
 
a Change
 
in Control
 
occurs on
 
or before December
 
1, 2023,
 
the provisions
 
of
the immediately prior
 
version of
 
this Plan
 
shall control
 
to the
 
extent
 
that
 
those
 
provisions,
 
or any
 
of
them,
 
are
 
more
 
favorable
 
to
 
a
 
Severed
 
Employee
 
and
 
have
 
not
 
been
 
waived
 
by
 
that
 
Severed
Employee.
 
For the avoidance of doubt all Eligible Employees who previously were eligible for an
Excise
 
Tax
 
gross-up
 
under the
 
plan
 
have
 
waived
 
these
 
benefits
 
as
 
of the
 
effective
 
date
 
of this
amended and restated Plan.
 
Executed this __ day of December 2021, by a duly authorized officer of the Company.
CONOCOPHILLIPS
 
By:
 
/s/ Heather G. Sirdashney
 
Dated: 12/2/2021
Heather G. Sirdashney
Vice President, Human Resources and Real Estate
 
and Facilities Services
 
 
 
 
 
 
 
 
Exhibit
10.20.1
15
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.
PLEASE READ CAREFULLY
THIS AGREEMENT INCLUDES A RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS
 
 
 
 
 
 
Exhibit
10.20.1
16
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.”
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 the
 
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
 
 
 
 
Exhibit
10.20.1
17
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: _________________________.
 
I understand
 
and
acknowledge that _________________ 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
 
will not
 
become
payable until after 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
 
Exhibit
10.20.1
18
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: ________________