Exhibit
 
10.
47
1
CONOCOPHILLIPS
EXECUTIVE SEVERANCE PLAN
(Amended and Restated Effective
 
as of December 2, 2021)
Effective
 
October
 
1,
 
2004,
 
the
 
Company
 
adopted
 
this
 
the
 
ConocoPhillips
 
Executive
Severance
 
Plan
 
(the
 
"Plan")
 
for
 
the
 
benefit
 
of
 
certain
 
employees
 
of
 
the
 
Company
 
and
 
its
subsidiaries.
 
It was
 
amended and
 
restated
 
effective
 
January 1,
 
2005,
 
December 31,
 
2008, and
January 15, 2021.
 
This amendment and
 
restatement
 
of the Plan
 
shall be effective
 
December 2,
2021.
 
Any Eligible Employee (as
 
defined below) having a
 
Severance Date (as defined below)
 
prior
to
 
December
 
2,
 
2021,
 
shall
 
have
 
benefits
 
under
 
this
 
Plan
 
determined
 
in
 
accordance
 
with
 
the
provisions
 
of this
 
Plan
 
as they
 
existed
 
prior
 
to
 
this amendment
 
and
 
restatement.
 
Any
 
Eligible
Employee (as defined
 
below) having a
 
Severance Date (as
 
defined below) on
 
or after December
 
2,
2021, shall
 
have benefits
 
under this
 
Plan determined
 
in accordance
 
with the
 
provisions of
 
this
 
Plan
pursuant to
 
this amendment and
 
restatement.
 
All capitalized
 
terms used herein
 
are defined
 
in
Section 1 hereof.
 
This
 
Plan
 
is
 
intended
 
to
 
be
 
a
 
plan
 
maintained
 
primarily
 
for
 
the
 
purpose
 
of
 
providing
deferred
 
compensation
 
for
 
a
 
select
 
group
 
of
 
management
 
or
 
highly
 
compensated
 
employees,
within the
 
meaning of
 
Title I of
 
the Employee
 
Retirement Income
 
Security
 
Act
 
of 1974,
 
as
 
amended
and shall be interpreted in a manner consistent with such intention.
SECTION 1.
 
DEFINITIONS.
 
As hereinafter used:
1.1
 
"Board" means the Board of Directors of the Company.
1.2
 
"Cause" means
 
(i) the willful
 
and continued
 
failure by the
 
Eligible
 
Employee
 
to substantially
perform the
 
Eligible Employee's duties
 
with the Employer
 
(other than any
 
such failure
 
resulting
from the
 
Eligible Employee's
 
incapacity
 
due
 
to physical
 
or mental
 
illness),
 
or
 
(ii) the
 
willful
 
engaging,
not
 
in
 
good
 
faith,
 
by
 
the
 
Eligible
 
Employee
 
in
 
conduct
 
which
 
is
 
demonstrably
 
injurious
 
to
 
the
Company or any of its subsidiaries, monetarily or otherwise.
1.3
 
"Code" means
 
the Internal
 
Revenue Code of
 
1986,
 
as
 
it may
 
be amended
 
from
 
time
 
to time.
1.4
 
"Company" means ConocoPhillips or any successors thereto.
1.5
 
"Controlled Group" shall mean ConocoPhillips and its Subsidiaries.
1.6
 
"Credited
 
Compensation"
 
of
 
a
 
Severed
 
Employee
 
means
 
the
 
aggregate
 
of
 
the
 
Severed
Employee's
 
annual
 
base salary
 
plus his
 
or her
 
annual
 
incentive
 
compensation,
 
each
 
as
 
further
described
 
below.
 
For
 
purposes
 
of
 
this
 
definition,
 
(a) annual
 
base
 
salary
 
shall
 
be
 
determined
immediately prior to
 
the Severance Date and (b) annual
 
incentive compensation shall
 
be deemed
Exhibit
 
10.
47
2
to equal
 
the Severed
 
Employee’s
 
most recently
 
established target
 
(determined at
 
one hundred
percent of target) for
 
annual incentive compensation
 
for such employee
 
prior to such
 
employee’s
Severance
 
Date
 
pursuant
 
to
 
the
 
Variable
 
Cash
 
Incentive
 
Program
 
or
 
its
 
successor
 
program
maintained by the Employer.
1.7
 
"Effective Date"
 
means, as applicable, the date first stated above
 
as the original effective
date of this Plan or the effective date of this Plan as amended and restated.
1.8
 
"Eligible Employee" means any
 
employee that is a Tier 1
 
Employee or a Tier 2 Employee,
other than those employees who are listed on Exhibit B.
1.9
 
"Employer" means the Company or any of its subsidiaries.
1.10
 
"Person"
 
means
 
any
 
individual,
 
firm,
 
corporation,
 
partnership,
 
association,
 
trust,
unincorporated organization,
 
or other entity.
1.11
 
"Plan" means
 
the ConocoPhillips
 
Executive Severance Plan,
 
as set
 
forth herein,
 
as
 
it may
 
be
amended from time to time.
1.12
 
"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.
1.13
 
"Retirement Plans" means
 
the ConocoPhillips Retirement Plan
 
and the
 
ConocoPhillips Key
Employee Supplemental Retirement
 
Plan.
1.14
 
“Salary
 
Grade”
means
 
a
 
classification
 
level
 
for
 
Employees
 
under
 
the
 
practices
 
of
 
the
Company.
 
Where
 
Salary
 
Grades
 
are
 
used
 
in
 
this
 
Procedure,
 
they
 
are
 
depicted
 
under
 
the
 
U.S.
practices for
 
the Company.
 
Practices may
 
vary in other countries
 
or particular subsidiaries,
 
and
Salary Grades shall
 
be transposed as
 
necessary to reflect
 
the practice
 
in the relevant
 
country or
subsidiary.
1.15
 
"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
Exhibit
 
10.
47
3
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.
1.16
 
"Severance"
 
means
 
the
 
termination
 
of
 
an
 
Eligible
 
Employee's
 
employment
 
with
 
the
Employer by the Employer other
 
than for Cause.
 
An Eligible Employee will not
 
be considered to
have incurred a Severance if his
 
employment is discontinued by reason
 
of the Eligible
 
Employee's
death or a physical or mental condition causing such Eligible Employee's inability to substantially
perform his
 
duties with
 
the Employer
 
and entitling
 
him or
 
her to
 
benefits under
 
any long-term
sick
pay or
 
disability income
 
policy or
 
program of the
 
Employer.
 
Furthermore,
 
an
 
Eligible
 
Employee
 
will
not be considered
 
to have incurred a
 
Severance if employment with
 
the Employer is
 
discontinued
after
 
the
 
Eligible
 
Employee
 
has
 
been
 
offered
 
employment
 
with
 
another
 
employer
 
that
 
has
purchased a subsidiary or
 
division of the Company
 
or all or substantially
 
all of the assets of
 
an a
subsidiary or division
 
of the Company and
 
the offer of employment from
 
the other employer is
 
at
the same or greater salary and
 
the same or greater target
 
bonus as the Eligible Employee has at
that time
 
from the
 
Employer.
 
Still further,
 
an Eligible
 
Employee will
 
not be
 
considered to
 
have
incurred a
 
Severance if employment
 
with the
 
Employer
 
is
 
discontinued
 
and
 
the
 
Eligible
 
Employee
 
is
also eligible for
 
payments under
 
the ConocoPhillips Key
 
Employee Change in
 
Control Severance
Plan, as
 
effective as of
 
the Effective Date,
 
or as
 
subsequently amended,
 
.
 
Furthermore, in
 
order to
be considered
 
a Severance, the
 
termination must also
 
meet the
 
requirements
 
of a
 
Separation
 
from
Service.
1.17
 
"Severance Date" means the date on which an Eligible Employee incurs
 
a Severance.
1.18
 
"Severance Pay" means the payment
 
determined pursuant to Section 2.1 hereof.
1.19
 
"Severed Employee" means an Eligible Employee who has incurred a Severance.
1.20
 
"Subsidiary" means
 
any corporation or
 
other entity
 
that is
 
treated
 
as
 
a single
 
employer
 
with
ConocoPhillips,
 
under
 
section
 
414(b)
 
or
 
(c)
 
of
 
the
 
Code;
 
provided,
 
that
 
in
 
making
 
this
determination, in applying
 
section 1563(a)(1),
 
(2), and
 
(3) of
 
the Code
 
for purposes
 
of determining
a
 
controlled
 
group
 
of
 
corporations
 
under
 
section
 
414(b)
 
of
 
the
 
Code
 
and
 
for
 
purposes
 
of
determining
 
trades
 
or businesses
 
(whether or
 
not incorporated)
 
under common
 
control
 
under
regulation section
 
1.414(c)-2 for
 
purposes of
 
section 414(c)
 
of the
 
Code, the
 
language “at
 
least
80%” shall
 
be used
 
without substitution as
 
allowed under regulations
 
pursuant to section
 
409A of
the Code.
1.21
 
"Tier 1
 
Employee" means
 
any employee of
 
the Employer
 
who is
 
in
 
Salary
 
Grade
 
26
 
or above
(under
 
the
 
Salary
 
Grade
 
schedule
 
of
 
the
 
Company
 
on
 
the
 
Effective
 
Date,
 
with
 
appropriate
adjustment for any subsequent change in such Salary Grade schedule) on the Severance
 
Date.
1.22
 
"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
 
Exhibit
 
10.
47
4
Date, with appropriate adjustment for any subsequent change in such Salary Grade schedule) on
the Severance Date.
SECTION 2.
 
BENEFITS.
2.1
 
Subject to Section 2.6, each Severed Employee shall be entitled to receive Severance
 
Pay
equal to the
 
sum of the
 
amounts determined under
 
Sections 2.1(a), (b),
 
and (c).
 
Furthermore, for
purposes of
 
Employer compensation plans,
 
programs, and arrangements,
 
each Severed
 
Employee
shall be considered to have been laid off by the Employer.
(a)
The amount that is the
 
Severed Employee's Credited Compensation, multiplied by
(i) 2, in the case of a Tier 1 Employee or (ii) 1.5 in the case of a Tier 2 Employee.
(b)
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) 2, in
 
the case
 
of a
 
Tier 1 Employee
 
or (ii)
 
1.5,
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)
 
2,
 
in
 
the
 
case
 
of
 
a
 
Tier
 
1
 
Employee
 
or
 
(ii)
 
1.5,
 
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)
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) 2,
 
in the
 
case of
 
a Tier
 
1 Employee
or (b) 1.5,
 
in the
 
case of a
 
Tier 2 Employee.
 
For the avoidance
 
of doubt, any
Exhibit
 
10.
47
5
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(c)(i).
(ii)
The difference between
 
the annual
 
COBRA participant
 
contribution
 
amount
and
 
the
 
annual
 
active
 
employee
 
contribution
 
amount,
 
each
 
as
 
of
 
the
Severance Date, based
 
on the
 
active dental coverage
 
for which
 
the Severed
Employee was enrolled as of
 
the Severance Date,
 
multiplied by (a) 2,
 
in the
case of a Tier 1 Employee or (b) 1.5, 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 Dd
 
ate multiplied by
 
(a) 2,
 
in the
 
case of
 
a Tier
 
1 Employee or
(b) 1.5, 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(c) will
 
not be adjusted to
 
reflect that
the Severed Employee’s
 
cost will no longer be pre-tax.
2.2
 
Subject to Section 2.6, Severance Pay (as well as any amount payable pursuant to Section
2.3 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 2.6.
2.3
 
Each Severed Employee shall be entitled to receive the
 
employee's full salary through the
Severance Date
 
and, subject to Section 2.6 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
 
.
2.4
 
Each party
 
to any dispute
 
concerning this
 
Plan
 
shall
 
be responsible
 
for that
 
party’s
 
own
 
legal
fees and expenses;
 
provided, however, that the
 
arbitrator
 
appointed
 
pursuant
 
to Section
 
3.2
 
of
 
this
Plan
 
may
 
award
 
reasonable
 
legal
 
fees
 
and
 
expenses
 
to
 
an
 
Eligible
 
Employee
 
if
 
the
 
arbitrator
determines that the Company’s denial of the claim of the Eligible Employee was not
 
reasonable.
2.5
 
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.
2.6
 
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
 
 
Exhibit
 
10.
47
6
hereto (or, if the
 
Severed Employee was
 
not a
 
United States employee,
 
a similar
 
release
 
which
 
is
 
in
accordance with the applicable
 
laws in the
 
relevant jurisdiction) and, to
 
the extent such release
 
is
revocable by its terms,
 
only if the
 
Severed Employee does not
 
revoke it, and unless
 
he or she
 
also,
at the request of
 
the Company, executes a written agreement not
 
to compete with
 
the Company,
with such
 
terms and
 
conditions as
 
may be
 
proposed by
 
the
 
Company
 
at the
 
time.
 
Such
 
release
 
and,
if requested,
 
such agreement
 
not to
 
compete must
 
be executed
 
and delivered
 
to the
 
Company
within 30 days of the Employee’s
 
Severance Date.
SECTION 3.
 
PLAN ADMINISTRATION
 
.
3.1
 
The Plan
 
Administrator
 
shall administer
 
the Plan
 
and may
 
interpret
 
the Plan,
 
prescribe,
amend,
 
and
 
rescind
 
rules
 
and
 
regulations
 
under
 
the
 
Plan
 
and
 
make
 
all
 
other
 
determinations
necessary or advisable for
 
the administration of the Plan,
 
subject to all the
 
provisions of the Plan.
 
The
 
Plan
 
Administrator
 
shall
 
have
 
absolute
 
discretion
 
and
 
authority
 
in
 
carrying
 
out
 
its
responsibilities, and
 
all interpretations
 
of the
 
Plan, determinations
 
of eligibility
 
under the
 
Plan,
determinations to grant
 
or deny
 
benefits under
 
the
 
Plan,
 
or
 
findings
 
of
 
fact
 
or resolutions
 
related
 
to
the Plan
 
and its
 
administration that are
 
made by
 
the Plan
 
Administrator shall be
 
binding, final,
 
and
conclusive on all parties.
3.2
 
In the event of
 
a claim by
 
an Eligible Employee as
 
to the amount or
 
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 shall be effective on the Effective
 
Date.
 
This Plan shall continue in effect unless
and until it is terminated as provided in Section 4.2.
 
Exhibit
 
10.
47
7
4.2
 
This
 
Plan
 
may
 
be
 
amended
 
from
 
time
 
to
 
time
 
during
 
its
 
term
 
by
 
the
 
Company
 
acting
through its Board of Directors or,
 
to the extent authorized by the Board
 
of Directors, its officers.
 
The Company may,
 
by action of its Board of Directors, terminate this Plan at any
 
time.
SECTION 5.
 
GENERAL PROVISIONS.
5.1
 
Except as otherwise
 
provided herein or
 
by law, no right
 
or interest of
 
any Eligible
 
Employee
under
 
the
 
Plan
 
shall
 
be
 
assignable
 
or
 
transferable,
 
in
 
whole
 
or
 
in
 
part,
 
either
 
directly
 
or
 
by
operation
 
of
 
law
 
or
 
otherwise,
 
including
 
without
 
limitation
 
by
 
execution,
 
levy,
 
garnishment,
attachment,
 
pledge,
 
or
 
in
 
any
 
manner;
 
no
 
attempted
 
assignment
 
or
 
transfer
 
thereof
 
shall
 
be
effective;
 
and no right
 
or interest
 
of any
 
Eligible Employee
 
under the
 
Plan shall be
 
liable for,
 
or
subject to, any obligation
 
or liability of
 
such Eligible
 
Employee.
 
When a
 
payment is due
 
under this
Plan to
 
a Severed
 
Employee who
 
is unable to
 
care for
 
his or her
 
affairs,
 
payment may
 
be made
directly to his or her legal guardian or personal representative.
5.2
 
If
 
any
 
Employer
 
is obligated
 
by
 
law or
 
by
 
contract
 
to pay
 
severance
 
pay,
 
a
 
termination
indemnity, notice pay, or the
 
like, to a
 
Severed Employee, or
 
if any
 
Employer is
 
obligated by law
 
to
provide advance notice
 
of separation ("Notice
 
Period")
 
to a
 
Severed
 
Employee,
 
then
 
any
 
Severance
Pay hereunder to such Severed Employee shall be reduced by the amount of any such severance
pay,
 
termination
 
indemnity,
 
notice
 
pay,
 
or
 
the
 
like,
 
as
 
applicable,
 
and
 
by
 
the
 
amount
 
of
 
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.
 
Furthermore, if
 
an Eligible
 
Employee has
 
willful and
 
bad faith
 
conduct
demonstrably
 
injurious to
 
Company or
 
its subsidiaries,
 
monetarily or
 
otherwise, after
 
receiving
Severance Pay, the Company may
 
offset an amount
 
equal to
 
such Severance Pay
 
against any
 
other
amounts due from other plans or programs, unless otherwise required by law.
5.3
 
Neither the
 
establishment of
 
the Plan,
 
nor any
 
modification
 
thereof, nor
 
the
 
creation
 
of
 
any
fund, trust, or account, nor the payment
 
of any benefits shall be construed
 
as giving any Eligible
Employee, or
 
any person
 
whomsoever, the right to
 
be retained in
 
the service
 
of the
 
Employer, and
all Eligible
 
Employees shall
 
remain subject
 
to discharge to
 
the same
 
extent as if
 
the Plan
 
had never
been adopted.
5.4
 
If
 
any
 
provision
 
of
 
this
 
Plan
 
shall
 
be
 
held
 
invalid
 
or
 
unenforceable,
 
such
 
invalidity
 
or
unenforceability shall not affect any other
 
provisions hereof, and this Plan shall
 
be construed and
enforced as if such provisions had not been included.
5.5
 
This Plan
 
shall be
 
binding upon
 
the heirs,
 
executors, administrators,
 
successors,
 
and
 
assigns
of
 
the
 
parties,
 
including each
 
Eligible
 
Employee,
 
present
 
and
 
future,
 
and
 
any
 
successor
 
to
 
the
Employer.
5.6
 
The headings and captions herein are provided for reference
 
and convenience only,
 
shall
not be considered part of the Plan, and shall not be employed in the construction of the Plan.
 
Exhibit
 
10.
47
8
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.
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.
47
9
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
PLEASE READ CAREFULLY
THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
 
 
 
 
 
Exhibit
 
10.
47
10
employment or discrimination in employment or otherwise, except as specifically excluded in paragraph 4
below.
2.
Extent of Release.
 
For the purpose of
 
implementing a full and complete release and discharge
of the
 
Released Parties, I expressly acknowledge that
 
the release I
 
am giving in
 
this document
 
is intended
 
to
include in its effect, without limitation, all claims I may
 
have against the Released Parties, whether known,
unknown,
 
or suspected
 
at the
 
time I
 
delivered
 
to the
 
designated
 
recipient
 
for
 
the Company
 
this signed
Waiver and Release of Claims,
 
and regardless of whether the
 
knowledge of such claims, or the facts upon
which they might be based, would materially have affected my decision to sign this Waiver and Release of
Claims, and that the consideration given
 
under this Waiver and Release of Claims
 
is also for the release of
those claims and
 
contemplates
 
the extinguishment
 
of any such
 
claims. In furtherance
 
of this Waiver
 
and
Release of Claims,
 
I waive any
 
rights provided
 
by California
 
Civil Code section
 
1542 or other similar
 
local,
state, provincial,
 
or federal law.
 
section 1542 states:
“A
 
general release does not
 
extend to claims which
 
the creditor does not
 
know or
suspect to exist in his favor at the time of executing the release, which if known by
him must have materially affected
 
his settlement with the debtor.”
Some of
 
the types of
 
claims that I
 
acknowledge I am
 
releasing, although there
 
may be
 
others
 
not listed
 
here,
are claims I may
 
have under any
 
applicable labor agreement
 
and claims under any
 
federal, state,
 
or local
statute, ordinance,
 
order,
 
or law arising out of or relating to
 
the terms and conditions of my
 
employment
with the Company and the
 
termination of my
 
employment, including claims
 
such as:
a.
Discrimination on the basis of sex, race, color, national origin, religion, sexual
 
orientation,
disability,
 
veteran status,
 
or any other legally protected
 
status;
b.
Harassment, wrongful
 
discharge,
 
or retaliation,
 
including
 
retaliatory
 
discharge,
 
arising
 
under
local, state,
 
or federal law,
 
including any worker’s
 
compensation or whistleblower statute;
c.
Any other possible
 
restrictions on the Company’s ability
 
to end
 
its employees’
 
employment
at will, including but
 
not limited to (i)
 
violation of public policy, (ii) breach of
 
any express or implied
covenant
 
of
 
the
 
employment
 
contract,
 
and
 
(iii)
 
breach
 
of
 
any
 
covenant
 
of
 
good
 
faith
 
and
 
fair
dealing;
d.
Unpaid wages, including,
 
but not
 
limited to
 
claims for
 
unpaid overtime, break,
 
meal, or
 
rest
periods;
e.
Amounts determined under an
 
incentive compensation or
 
bonus
 
program of
 
the Company,
including, but not limited to,
 
the varying amounts at
 
its discretion;
f.
Civil
 
claims
 
of
 
negligence,
 
defamation,
 
business
 
disparagement,
 
invasion
 
of
 
privacy,
personal injury,
 
fraud, misrepresentation,
 
or infliction of emotional or mental
 
distress;
 
g.
Matters for which a civil action may be
 
brought under section 502 or section 510
 
of ERISA,
except as specifically
 
excluded in paragraph
 
4 below (“Exceptions
 
to Release”); and
h.
Claims for breach of
 
any agreement(s) ancillary
 
to my employment
 
with the Company.
3.
Release of Claims under Age Discrimination in
 
Employment Act.
 
In consideration for receiving
the Benefits from the Company or any of its subsidiaries,
 
I specifically waive all existing
 
rights and claims I
may have against
 
the Released Parties
 
under the Age Discrimination
 
in Employment Act,
 
29 USC § 621 et
seq.,
 
and
 
any
 
other
 
applicable
 
federal,
 
state,
 
or
 
local
 
statute
 
or
 
law
 
involving
 
age
 
discrimination.
 
I
acknowledge that the Benefits constitute
 
independent consideration
 
for this release of liability and are in
 
 
Exhibit
 
10.
47
11
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:
 
____________,
 
600
 
N.
 
Dairy
 
Ashford,
 
Houston,
 
Texas
 
77079.
 
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.
 
Exhibit
 
10.
47
12
6.
Choice of Laws.
 
I understand, acknowledge, and agree that this Waiver and Release of Claims
shall be construed, interpreted, governed, and enforced in accordance with the laws of the State of Texas,
without giving effect to any conflict of law principles.
 
I agree that all disputes and actions arising out of or
relating to this Waiver and Release of Claims shall be litigated solely and exclusively
 
in the state or federal
courts located in Harris
 
County,
 
Texas.
 
I submit to the personal jurisdiction
 
of said courts for purposes
 
of
any such disputes or actions.
Employee Signature:
 
____________________________
 
Date:
 
________________________
Employee Name Printed:
 
________________________
 
Employee No:
 
________________
Exhibit
 
10.
47
13
Exhibit B
Employees Ineligible for Executive Severance
 
Plan
Employees of Concho
 
Resources Inc. or
 
any of
 
its subsidiaries,
 
including but
 
not limited
to COG Operating LLC, who are participants in but do not waive all benefits under the
Concho Resources Inc. Executive Severance
 
Plan