1
DEFINED CONTRIBUTION MAKE-UP PLAN
OF
CONOCOPHILLIPS
TITLE II
(Effective for benefits earned or vested
after
December 31, 2004)
2020 AMENDMENT AND RESTATEMENT
The
Defined Contribution Make-Up
Plan of ConocoPhillips,
Title II (the “Ongoing
Plan”), is
hereby amended and
restated effective as
of January 1, 2020
(except where
another date is specified herein with regard to a particular provision).
Immediately prior
to effectiveness of
this 2020 Amendment
and Restatement, the
Ongoing Plan
was and remains
subject to the
2012 Restatement of
the Defined
Contribution Make-Up
Plan of ConocoPhillips,
Title II, which
was effective as
of the
"Effective Time"
defined in the
Employee Matters Agreement
by and between
ConocoPhillips and
Phillips 66 (the
"Effective Time"), together
with the First
Amendment to
Title II of the
Defined Contribution Make-Up
Plan of ConocoPhillips
(2012
Restatement), effective January 1, 2013, the
Second Amendment to Title II
of the
Defined Contribution
Make-Up Plan of
ConocoPhillips (2012 Restatement), effective
January 1, 2016, and the Third Amendment to
Title II of the Defined
Contribution Make-
Up Plan of ConocoPhillips (2012 Restatement), effective October 30, 2019.
Preamble
The purpose of this Plan is to attract and retain
key employees by providing supplemental
benefits for those Eligible
Employees whose benefits under the CPSP might otherwise be
affected by
Pay Limitations or
by a voluntary
reduction in salary
under provisions of
KEDCP.
The Defined Contribution Make-Up Plan of ConocoPhillips
is intended to provide certain
specified benefits
to Eligible Employees
whose benefits under
the ConocoPhillips
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Savings Plan might otherwise be limited. Title I of
the Plan, sometimes referred to as the
Frozen Plan,
is effective with
regard to benefits
earned and vested
prior to January 1,
2005, while Title II
of the Plan, sometimes
referred to as the
Ongoing Plan, is effective
with
regard to benefits earned
or vested after December 31,
2004. Earnings, gains, and
losses shall
be allocated to
the Title of the
Plan to which the
underlying obligations
giving rise to them are allocated.
The
Ongoing Plan is intended (1) to
comply with Code section 409A, as
enacted as part
of the American
Jobs Creation Act of 2004, and
official guidance issued thereunder, and
(2) to be “a plan
which is unfunded and is maintained
by an employer primarily for the
purpose of providing
deferred compensation for a select group
of management or highly
compensated
employees” within the meaning of sections 201(2), 301(a)(3), and 401(a)(1)
of
ERISA. Notwithstanding any other provision of this Ongoing Plan, this
Ongoing Plan
shall be
interpreted, operated, and
administered in a
manner consistent with these
intentions.
Section
1. Definitions.
For
purposes of the
Plan, the following
terms, as used
herein, shall have
the meaning
specified:
(a)
“Allocation
Ratio”
equal to
the total value of
the unallocated shares
of Stock allocated
to Stock
Savings Feature
participants and beneficiaries
as of a Stock
Savings Feature
Semiannual Allocation
Date or Supplemental
Allocation Date (as
defined in the
CPSP) by
(ii) an amount
equal to the total
net Stock Savings
Feature employee
deposits used
in the calculation
of the Stock
Savings Feature Semiannual
Allocation or Supplemental Allocation (as defined in the CPSP).
(b)
“Beneficiary”
benefit of
a person designated
by a Participant to
receive, in the
event of death,
any unpaid
portion of a
Participant's Benefits from
this Plan, as
provided in
Section
5.3.
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(c)
“Benefit”
Ongoing Plan.
(d)
“Board”
shall mean
the Board of
Directors of the
Company, as it may
be
comprised from time to time.
(e)
“Code”
time, or any successor statute.
(f)
“Committee”
from time
to time by the
Board; provided, however,
that until a
successor is
appointed by the
Board, the individual serving as the
Company’s Vice President
with
responsibility over human resources shall be sole member of the Committee.
(g)
“Company”
any successor
corporation. The Company is a subsidiary of ConocoPhillips.
(h)
“Company Stock
Fund”
accounted for as if investments were
made in the common stock, $0.01 par value,
of ConocoPhillips,
although no such
actual investments need
be made, with
accounting entries
being sufficient therefor.
(i)
“ConocoPhillips”
successor corporation.
ConocoPhillips is a
publicly held corporation
and the
parent of the Company.
(j)
“Controlled
Group”
(k)
“CPSP”
shall mean the ConocoPhillips Savings Plan.
(l)
“CPSP
Pay”
"
Pay
"
(m)
“DCMP
Pay”
"
Pay
"
Limitations or voluntary salary reduction under provisions of the KEDCP.
(n)
“Election Form”
shall
mean a written form,
including one in
electronic format,
provided by the
Plan Administrator pursuant to which a
Participant may elect the
time and form
of payment of his or her Benefits.
(o)
“Eligible
Employee”
amount set
forth in Code section
401(a)(17), as amended
from time to time,
or
who is
eligible to elect
a voluntary salary
reduction under the
provisions of the
KEDCP.
(p)
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Company or any Participating Subsidiary.
(q)
“Employer
Discretionary Account”
the CPSP.
(r)
“Employer Discretionary Contribution
Account”
as set forth in the CPSP.
(s)
“Employer Matching Account”
shall have the same meaning
as set forth in the
CPSP.
(t)
“Employer Matching
Contribution Account”
shall have
the same meaning as
set forth in the CPSP.
(u)
“ERISA”
shall
mean the Employee Retirement Income Security
Act of 1974, as
amended from time to
time, or any successor statute.
(v)
“Frozen
Plan”
ConocoPhillips.
(w)
“Investment
Options”
time to time by the
Plan Administrator, used to credit
earnings, gains, and losses
on
Supplemental Thrift Feature Account and Supplemental Stock Savings Feature
Account balances.
(x)
“KEDCP”
ConocoPhillips or
any similar or
successor plan maintained
by a member of
the
Controlled Group.
(y)
“Ongoing Plan”
shall
mean Title II of
the Defined Contribution
Make-Up Plan
of ConocoPhillips.
(z)
“Participant”
Benefit
from this Plan as a
result of being an Eligible Employee
and any person
for whom
a Supplemental Thrift
Feature Account and/or
a Supplemental Stock
Savings
Feature Account is maintained.
(aa)
“Participating
Subsidiary”
and of which one or more Employees
are Participants eligible to make deposits to
the CPSP or are eligible for Benefits pursuant to this Plan.
(bb)
“Pay
Limitations”
CPSP that are set forth in Code section 401(a)(17), as adjusted.
(cc)
“Plan”
shall mean
the Defined Contribution
Make-Up Plan of
ConocoPhillips.
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The Plan is sponsored and maintained by the Company.
(dd)
“Plan Administrator”
shall mean the Committee.
(ee)
“Plan Year ”
shall mean January 1 through December 31.
(ff)
“Separation from
Service”
“separation from
service,” within the
meaning of Code
section 409A(a)(2)(A)(i)
and section
1.409A-1(h) of the
Treasury regulations, with
the controlled group,
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 twenty-nine
(29)-month period of
absence shall be
substituted for
the six (6)-month
period set forth in
section 1.409A-1(h)(1)(i) of
the
Treasury regulations, as allowed thereunder.
(gg)
“Stock”
ConocoPhillips.
(hh)
“Stock Savings
Feature”
(ii)
“Subsidiary”
shall mean any
corporation or other entity that is treated as a single
employer with ConocoPhillips
under section 414(b) , (c), or
(m) of the Code. In
applying section 1563(a)(1), (2), and
(3) of the Code for purposes
of determining
a controlled
group of corporations
under section 414(b)
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
Code section 414(c),
the language
“at least 80%”
shall be used
without substitution as
allowed under
regulations pursuant to Code section 409A.
(jj)
“Supplemental Stock
Savings Contributions”
1% of the amount
of the Participant’s DCMP Pay for a
Plan Year that is in excess
of the
Participant’s CPSP Pay for such Plan Year.
(kk)
“Supplemental Stock
Savings Feature
Account”
account of
a Participant that
reflects the portion
of his or her
Benefit that is
intended to
replace certain Stock Savings Feature benefits to which the Participant
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might otherwise be entitled but for the
application of the Pay Limitations and/or a
voluntary salary reduction under the KEDCP.
(ll)
“Supplemental
Thrift Contributions”
the amount of the Participant’s
DCMP Pay for a Plan Year that is in
excess of the
Participant’s CPSP Pay for such Plan Year.
(mm)
“Supplemental Thrift Feature
Account”
a Participant which
reflects the portion of his or
her Benefit which is intended to
replace certain Thrift Feature benefits to which the
Participant might otherwise be
entitled but
for the application
of the Pay
Limitations and/or a
voluntary salary
reduction under the KEDCP.
(nn)
“Thrift
Feature”
(oo)
“Trustee”
trust agreement between the Company and the trustee, or any successor trustee.
(pp)
“Valuation
Date”
Section
2. Eligibility.
Benefits may only be granted to Eligible Employees.
Section
3. Supplemental Thrift Feature Account
Benefits.
For any
period in which an
Eligible Employee’s DCMP
Pay exceeds his or
her CPSP
Pay, a
Benefit amount shall
be credited to an
Eligible Employee’s Supplemental Thrift
Feature
Account for the Ongoing
Plan no later than
the end of the
month following the
Valuation Date
that Company contributions
are made either to
the Eligible Employee’s
Employer Matching
Contribution Account or
to the Eligible
Employee’s Employer
Discretionary
Contribution Account, or would have been
made to either such account if
the Eligible
Employee had received
Company contributions under
the CPSP. The
Benefit
amount so credited shall equal the
percentage set by the CPSP with
regard to an
Employer Matching
Contribution or by
the Company with
regard to an Employer
Discretionary Contribution,
as the case may
be, multiplied by
the amount by which
the
Eligible Employee’s
DCMP Pay for the
period for which
the Employer Matching
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Contribution or the Employer Discretionary Contribution, as the case may be, exceeds his
or her CPSP Pay for that
period.
Section 3.1 Supplemental Thrift Feature Account
Earnings
The Company
shall periodically credit
earnings, gains, and
losses to a Participant’s
Supplemental Thrift
Feature Account, until
the full balance
of such Account
has been
distributed. Earnings,
gains, and losses shall be credited
to a Participant’s Supplemental
Thrift Feature
Account under this
Section based on
the results that
would have been
achieved had
amounts credited to such Account been invested as soon as practicable after
crediting into
Investment Options selected
by the Participant.
The Plan Administrator
shall specify
procedures to allow
Participants to make
elections as to
the deemed
investment of amounts
newly credited to their Supplemental Thrift
Feature Accounts, as
well as
the deemed investment
of amounts previously
credited to their Supplemental
Thrift Feature Accounts. Nothing
in this Section or otherwise in
the Plan, however, will
require the
Company to actually
invest any amounts
in such Investment
Options or
otherwise.
Section
4. Supplemental Stock Savings Feature Account
Benefits.
For each
month in which a
Semiannual or Supplemental
Allocation (as defined
in the
CPSP) is made
to a Eligible Employee’s Stock
Savings Feature Account, or would have
been made
to such account if
the Eligible Employee
had received a
Semiannual or
Supplemental Allocation,
a Benefit amount shall
be credited
to his or her Supplemental
Stock Savings Feature Account. The Benefit amount
to be credited shall be calculated in
shares in
the Company Stock
Fund of this Plan
and shall be equal
to (i) the Eligible
Employee's Supplemental
Stock Savings Contributions
during the applicable Allocation
Period (as defined in the CPSP) multiplied by the applicable
Allocation Ratio, divided by
(ii) the
share value for
the Company Stock
Fund of the CPSP
on the applicable
Allocation Date
(as defined in the CPSP). This amount shall be credited no later than the
end of
the month following
the Valuation Date
that a Semiannual
Allocation or
Supplemental Allocation
is made under the
Stock Savings Feature,
or would have been
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made had the Eligible Employee received such
a Semiannual Allocation or Supplemental
Allocation under
the Stock Savings Feature. A share in the Company
Stock Fund of this
Plan shall
have a value
equivalent to a
share in the
Company Stock Fund
of the CPSP.
Notwithstanding the foregoing, allocations
under this Section 4 shall cease
with the final
allocation for the period ending December 31, 2012, made in January, 2013.
Section
4.1 Supplemental Stock Savings Feature Account
Earnings
After being
initially invested in
the Company Stock
Fund account, the
amounts in the
Participant’s Supplemental
Stock Savings Feature Account shall thereafter
be eligible to
be invested
in Investment Options
selected by the
Participant. The Company shall
periodically credit
earnings, gains and
losses to a
Participant’s Supplemental Stock
Savings Feature
Account, until the
full balance of
such Account has
been distributed.
Earnings, gains,
and losses shall
be credited to a
Participant’s Supplemental Stock
Savings Feature
Account under this
Section based on
the results that
would have been
achieved had
amounts credited to such Account been invested as soon as practicable after
crediting into the
Company Stock Fund of this Plan or the Investment Options selected by
the Participant. The
Plan Administrator shall specify procedures to
allow Participants to
make elections
as to the deemed
investment of amounts
previously credited to their
Supplemental Stock Savings
Feature Accounts. Nothing
in this Section or otherwise in
the Plan, however, will
require the Company to actually invest
any amounts in Stock or
in such
Investment Options or otherwise.
Section
5. Payment.
In
the absence of an
effective election under
Section 5.1 or
Section 5.2, Benefits
that a
Participant is eligible
to receive under the Ongoing Plan
(and earnings, gains, and losses
thereon) shall be paid in one lump
sum payment as of the first calendar quarter that
is (i)
with regard to elections made
before January 1, 2020, six (6) months after the date of the
Participant’s Separation
from Service and
(ii) with regard
to elections made after
December 31,
2019, twelve (12)
months after the
date of the
Participant’s Separation
from
Service. Furthermore, in the absence of
an effective election under Section
5.1 or
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Section 5.2, if the Participant dies
prior to his or her Separation from Service, or after his
or her
Separation from Service
but prior to the
date that the
Benefits which the
Participant
is eligible to receive under the
Ongoing Plan (and earnings, gains, and losses
thereon) commence
to be paid, the
Benefits that the
Participant is eligible
to receive
under the
Ongoing Plan (and
earnings, gains, and
losses thereon) shall
be paid in one
lump sum
cash payment to
the Participant’s Beneficiary
or Beneficiaries as
soon as
administratively practicable after the Participant’s death.
Section
5.1 Payment Election by Participant.
A Participant may elect on an Election Form delivered
to the Plan Administrator at a time
set
by the Plan Administrator (which shall
be prior to the beginning of
the Plan Year) to
have
the amounts attributable to Benefits under
the Ongoing Plan that are credited
to his
or her
Supplemental Thrift Feature
Account (and earnings,
gains, and losses thereon)
with respect to such
Plan Year and the amounts attributable
to Benefits credited to his or
her Supplemental
Stock Savings Feature
Account (and earnings,
gains, and losses
thereon) with
respect to such Plan Year paid to the Participant in either:
(a) one lump sum payment, or
(b) annual, semi-annual, or
quarterly installments, using a declining balance method,
over a period ranging from one to fifteen years.
A Participant
may elect to have payments commence as of the
beginning of any calendar
quarter that is at
least one year after the date of the Participant’s Separation from
Service,
provided that,
for elections after
December 31, 2019,
no first payment
shall commence
later than the
100
th
which a
payment is to
commence, it shall
commence as of the
beginning of the first
calendar quarter that is (i)
with regard to elections made before
January 1, 2020, six (6)
months
after the date of
the Participant’s Separation from Service
and (ii) with regard to
elections made
after December 31,
2019, twelve (12)
months after the
date of the
Participant’s
Separation from Service.
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Section 5.2 Change in Time or Form of Payment.
A Participant
may make an election to change the time or
form of payment elected under
Section 5.1 or the payment to be made under
Section 5, but only if the following rules are
satisfied:
(a)
The election
to change the time
or form of payment
may not take effect
until at
least twelve months after the date on which such election is made;
(b)
Except for a payment made
with respect to the death of
the Participant, payment
under such
election may not be made earlier than at least
five years from the date
the payment
would have otherwise been made or
commenced;
(c)
Such payment may commence as of the beginning of any calendar
quarter;
(d)
An election
to receive payments
in installments shall
be treated as a
single
payment for purposes of these rules;
(e)
The election
may not result
in an impermissible
acceleration of payment
prohibited under Code section 409A;
(f)
No more than three (3) such elections shall be permitted; and
(g)
For changes made after December 31, 2019, no first payment may be scheduled to
commence after the
100
th
Section
5.3 Beneficiary Designation.
A
Participant may designate
a Beneficiary or
Beneficiaries to
receive the entire balance
of the
Participant’s Deferred Compensation
Account by giving
signed written notice of
such designation to the Plan
Administrator upon forms supplied by and
delivered to the
Plan Administrator
and may revoke
such designations in
writing; provided, that writing
and signing
may be done by
any electronic means
approved by the
Plan Administrator.
The Participant
may from time to
time change or
cancel any previous beneficiary
designation in
the same manner.
The last beneficiary
designation received by
the Plan
Administrator shall be
controlling over any prior designation
and over any testamentary
or other
disposition. After acceptance
by the Plan
Administrator of such written
designation, it shall take effect
as of the date on which
it was signed by the Participant,
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whether the Participant is living
at the time of such receipt,
but without prejudice to the
Company or
any member of the
Controlled Group or
the Plan Administrator
or their
respective employees
and agents on account of any payment made under this
Plan before
receipt of
such designation. If
no designation of a
Beneficiary is on
file with the Plan
Administrator at
the time of the
death of the
Participant or such
designation is not
effective for
any reason as
determined by the
Plan Administrator, then,
for purposes of
this Plan,
“Beneficiary” shall mean,
and such Benefits
shall be paid
to, (i) the
Participant's surviving
spouse as of the
Participant's date of
death, or (ii) if
there is no
surviving spouse as
of the Participant's date of death, the Participant’s estate.
Section
5.4 Acceleration of Payment of Benefits.
Notwithstanding any
other provision of
this Plan to the
contrary, except as
provided in
Section 12(g) and
below, in no event shall this Plan permit the acceleration of the time or
schedule of
any payment or
distribution under this
Plan, except that
the Plan
Administrator
may accelerate a payment or distribution under
this Plan to comply with a
certificate of
divestiture, as provided
in section 1.409A-3(j)(4)(iii)
of the Treasury
regulations. Moreover,
if a portion of
a Participant's Benefit
(and earnings, gains, and
losses thereon) is includible in
income under Code section 409A, then
such portion shall
be distributed
immediately to the
Participant in accordance
with section
1.409A-
3(j)(4)(vii) of the Treasury regulations.
Section
6. Nonassignability.
The interest
of a Participant
or his Beneficiary
or Beneficiaries hereunder
may not be
sold, transferred,
assigned, or encumbered
in any manner,
either voluntarily or
involuntarily, and
any attempt so to
anticipate, alienate, sell,
transfer, assign, pledge,
encumber, or charge the same shall be
null and void; neither shall the Benefits hereunder
be liable
for or subject to
the debts, contracts,
liabilities, engagements, or
torts of any
person to
whom such Benefits
or funds are
payable, nor shall
they be an asset
in
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.
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Section 7. Administration.
(a)
The Plan
shall be administered
by the Plan
Administrator. The Plan
Administrator may delegate to employees
of the Company or any member
of the
Controlled Group
the authority to
execute and deliver
such instruments and
documents, to
do all such acts
and things, and to
take such other steps
deemed
necessary, advisable,
or convenient for the effective administration
of the Plan in
accordance with
its terms and
purpose, except that
the Plan Administrator may
not delegate
any discretionary authority
with respect to
substantive decisions or
functions regarding the Plan or
Benefits under the Plan. The
Plan Administrator
may designate a
third party to provide
services that may include record keeping,
Participant accounting, Participant communication, payment of installments to the
Participant, tax
reporting, and any
other services specified
in an agreement with
such third party. The
Plan Administrator may adopt such rules,
regulations, and
forms as
deemed desirable for
administration of the
Plan and shall
have the
discretionary authority
to allocate responsibilities
under the Plan to
such other
persons as
may be designated.
The Plan Administrator
shall have absolute
discretion in
carrying out its
responsibilities, and all
interpretations, findings of
fact and
resolutions described herein
which are made by
the Plan Administrator
shall be
binding, final and conclusive on all parties.
(b)
The Plan
Administrator and his
or her delegates
shall serve without
bond and
without compensation
for services under
this Plan. All
expenses of the Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the Company.
None of the Plan
Administrator or his
or her delegates
shall be
liable for
any act or
omission on his or
her own part
excepting his or
her own
willful misconduct.
Without limiting the
generality of the
foregoing, any such
decision or
action taken by
the Plan Administrator
or his or her
delegates in
reliance upon
any information supplied
by an officer of
the Company, the
Company's legal
counsel, or the
Company's independent accountants in
connection with
the administration of
this Plan shall be
deemed to have been
taken in good faith.
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Section
7.1 Claim for
Benefits.
(a)
Any claim
for benefits hereunder
shall be presented
in writing to the
Plan
Administrator for
consideration, grant, or
denial. Claimants will
be notified in
writing of
approved claims, which
will be processed
as claimed. A
claim is
considered approved
only if its
approval is communicated
in writing to a
claimant.
(b)
In the case of a
denial of a claim respecting benefits
paid or payable with respect
to a
Participant, a written
notice will be
furnished to the
claimant within ninety
(90) days
of the date on which the claim is received by the Plan
Administrator. If
special circumstances
(such as for a hearing) require a longer period, the claimant
will be notified in writing, prior to
the expiration of the ninety (90)-day period, of
the reasons
for an extension of
time; provided, however,
that no extensions will
be permitted beyond ninety (90) days after the expiration of the initial ninety
(90)-
day period. A denial or
partial denial of a claim will
be dated and signed by the
Plan Administrator and will clearly set forth:
(1)
the specific reason or reasons for the denial;
(2)
specific reference
to pertinent Plan
provisions on which
the denial is
based;
(3)
a description
of any additional
material or information
necessary for the
claimant
to perfect the claim
and an explanation of
why such material or
information is necessary; and
(4)
an explanation
of the procedure
for review of the
denied or partially
denied claim
set forth below, including the claimant’s right to bring a civil
action under
ERISA section 502(a)
following an adverse benefit
determination on review.
(c)
Upon denial
of a claim, in
whole or in part,
a claimant or his
duly authorized
representative
will have the right to submit
a written request to
the Trustee for a
full
and fair review of the
denied claim by filing a
written notice of
appeal with
the Trustee within
sixty (60) days of the receipt
by the claimant of written notice
of the denial of the claim. A
claimant or the claimant’s authorized representative
14
will have, upon request and free of charge, reasonable
access to, and copies of, all
documents, records,
and other information
relevant to the
claimant’s claim for
benefits and
may submit issues
and comments in
writing. The review
will take
into account
all comments, documents, records,
and other information submitted
by the claimant relating to
the claim, without regard to whether
such information
was submitted
or considered in
the initial benefit
determination. If the claimant
fails to file a request
for review within sixty (60)
days of the denial notification,
the
claim will be deemed abandoned and
the claimant precluded from reasserting
it. If
the claimant does
file a request for
review, his request
must include a
description
of the issues and evidence he
deems relevant. Failure to raise issues
or present evidence on review
will preclude those issues or evidence
from being
presented in any subsequent proceeding or judicial review of the claim.
(d)
The Trustee
will provide a
prompt written decision
on review. If the
claim is
denied on review, the decision shall set forth:
(1)
the specific reason or reasons for the adverse determination;
(2)
specific reference
to pertinent Plan
provisions on which
the adverse
determination is based;
(3)
a statement that the claimant is entitled to receive, upon request and free of
charge, reasonable
access to, and
copies of, all
documents, records, and
other
information relevant to the claimant’s claim for benefits;
and
(4)
a statement
describing any voluntary
appeal procedures offered
by the
Plan and
the claimant’s right
to obtain the
information about such
procedures,
as well as a statement of the claimant’s right to bring an action
under ERISA section
502(a).
(e)
A decision
will be rendered no
more than sixty
(60) days after
the Trustee’s
receipt
of the request for review, except
that such period may be extended
for an
additional sixty
(60) days if the
Trustee determines that
special circumstances
(such as for a hearing)
require such extension. If an extension of time is required,
written notice of the extension will
be furnished to the claimant before the end of
the initial sixty (60)-day period.
(f)
To the extent permitted by law,
decisions reached under the claims procedures set
forth in this Section
shall be
final and binding on
all parties. No legal action for
15
benefits under
the Plan shall be
brought unless and
until the claimant has
exhausted his remedies under this
Section. In any such legal action,
the claimant
may only present
evidence and
theories which the
claimant presented during the
claims procedure.
Any claims which
the claimant does
not in good faith
pursue
through the
review stage of the
procedure shall be
treated as having been
irrevocably waived. Judicial review of
a claimant’s denied claim shall
be limited
to a determination
of whether the denial was an
abuse of discretion based on the
evidence and theories the claimant presented during the claims procedure.
(g)
Any payment to a Participant or Beneficiary, all in accordance with the provisions
of this
Plan, shall to the
extent thereof be
in full satisfaction
of all claims
hereunder against
the Plan Administrator,
the Company and
all Participating
Subsidiaries, any
of which may
require such Participant
or Beneficiary as a
condition to such payment to
execute a receipt and release
therefor in such form
as shall
be determined by the Plan Administrator, the Company
or a Participating
Subsidiary. If
a receipt and release is required
and the Participant or Beneficiary
(as applicable)
does not provide
such receipt and
release in a
timely enough
manner to
permit a timely
distribution in accordance
with the general
timing of
distribution provisions
in this Plan, the
payment of any
affected distribution(s)
shall be forfeited.
(h)
Benefits under this Plan will
be paid only if the Plan
Administrator decides in its
discretion that
a Participant or
Beneficiary is entitled
to the Benefits.
Notwithstanding the
foregoing or any
provision of this
Plan, a Participant (or
other claimant) must exhaust all
administrative remedies set forth
in this Section
7.1 or
otherwise established by the Plan Administrator before bringing any action
at law or equity. Any
claim based on a denial of a claim
under this Plan must be
brought no
later than the
date which is two
(2) years after
the date of the
final
denial of a claim under
this Section 7.1. Any claim not brought
within such time
shall be waived and forever barred.
16
Section 8. Rights of Employees and
Participants.
Nothing contained
in the Plan (or
in any other
documents related to
this Plan or to
any
Benefit) shall
confer upon any
Employee or Participant
any right to
continue in the
employ or
other service of
the Company or any
member of the
Controlled Group or
constitute any contract
or limit in
any way the right
of the Company or
any member of
the
Controlled Group to change such person's
compensation or other benefits or position
or to terminate the employment of such person with or without cause.
Section
9. Awards in
Foreign Countries.
The Board
or its delegate
shall have the
authority to adopt
such modifications,
procedures,
and subplans as may be necessary
or desirable to comply with provisions of
the laws
of foreign countries
in which the
Company or Participating
Subsidiaries may
operate
to assure the viability of the
Benefits of Participants employed in such countries
and to meet the purpose of this
Plan.
Section 10. Amendment and
Termination.
The Board reserves the right
to amend this Plan from time
to time, to terminate the Plan
entirely at
any time, and to
delegate such authority
as the Board deems
necessary or
desirable; provided,
however, that no
amendment may affect
the balance in a
Participant’s account on the
effective date of the
amendment; and, further provided, the
Company shall remain liable for
any Benefits accrued under this Plan prior to the
date of
amendment or termination.
Section
11. Method of Providing
Payments.
(a)
Nonsegregation. Amounts
deferred pursuant to
this Plan and the
crediting of
amounts to a
Participant’s accounts shall represent the
Company’s unfunded and
unsecured promise
to pay compensation
in the future.
With respect to said
amounts, the relationship of the Company and a
Participant shall be that of debtor
17
and general
unsecured creditor. While
the Company may
make investments for
the purpose
of measuring and
meeting its obligations
under this Plan such
investments shall remain the sole property of the Company subject to claims of its
creditors generally, and shall not be
deemed to form or be included in any part of
the Participant’s accounts.
(b)
Funding. It is the
intention of the Company
that this Plan shall be
unfunded for
federal tax purposes
and for purposes of Title I
of ERISA. All amounts payable
under
this Plan shall be
paid solely from the
general
assets of the Company
and
any rights
accruing to a
Participant under this
Plan shall be
those of a general
creditor; provided, however, that the
Company may establish one or more grantor
trusts to satisfy part or
all of the Company's Plan payment
obligations so long as
this Plan
remains unfunded for
purposes of sections
201(2), 301(a)(3), and
401(a)(1)
of ERISA.
Section
12. Miscellaneous
Provisions.
(a)
Except as
otherwise provided herein,
the Plan shall
be binding upon the
Company, its successors and assigns,
including but not limited to any corporation
which may acquire all or substantially all of the
Company's assets and business or
with or into which the Company may be consolidated or
merged.
(b)
This Plan shall be construed,
regulated, and administered in
accordance with the
laws of the State
of Texas except to the extent that said laws have been preempted
by the
laws of the United
States. The forum
and venue for any
suit brought
regarding any claim under this Plan shall be in Harris County, Texas.
(c)
If any
provision of this
Plan shall be held
illegal or invalid
for any reason, said
illegality or
invalidity shall not
affect the remaining
provisions hereof; instead,
each provision
shall be fully
severable, and this
Plan shall be
construed and
enforced as if said illegal or invalid provision had never been included
herein.
(d)
For purposes
of this Plan,
electronic communications and
signatures shall be
considered to
be in writing if made in conformity with procedures
which the Plan
Administrator may adopt from time to time.
18
(e)
The Plan
Administrator, in its
sole discretion, may
direct that a
payment to be
made to
an incompetent or
disabled person, whether
because of minority or
mental or
physical disability, instead
be made to the
guardian or legal
representative of
such person or to
the person having
custody of such person
(unless prior claim therefor shall
have been made by a duly
qualified guardian or
other legal
representative), without further
liability either on
the part of the
Company or
a Participating Subsidiary
or the Plan for
the amount of such
payment to
the person on whose
benefit such payment
is made. Any payment
made in
accordance with the
provisions of this
provision shall be
a complete
discharge of
any liability of
the Company, its
Subsidiaries, and this
Plan with
respect to the Benefits so paid.
(f)
Payment of
Plan Benefits may
be subject to
administrative or other
delays that
result in
payment to the
Participant or his
beneficiaries on a
date later than the
date specified in this Plan
or the Participant's Election Form. Any
such payment
delays will
comply with Code
section 409A of
the Code, including without
limitation section
1.409A-2(b)(7) of the
Treasury regulations. No
Participant or
Beneficiary shall
be entitled to any
additional earnings or
interest in respect of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
If all
or any part of
any Participant's or
Beneficiary's Benefit hereunder shall
become subject to any estate, inheritance, income, employment or other tax which
the Company
shall be required
to pay or
withhold, the Company
shall have the
full
power and authority to withhold and
pay such tax out of any
monies or other
property held
for the account of
the Participant or
Beneficiary whose interests
hereunder are
so affected (including,
without limitation, by
reducing and
offsetting the Participant's
or Beneficiary's account balance). Prior to making any
payment, the
Company may require
such releases or
other documents from any
lawful taxing authority as it shall deem necessary or desirable.
(h)
No amount
accrued or payable
hereunder shall be
deemed to be a
portion of an
Employee's compensation
or earnings for
the purpose of any
other employee
benefit plan
adopted or maintained
by the Company,
nor shall this Plan
be
deemed to amend or modify the provisions of the CPSP.
19
(i)
It is the intention of
the Company that, so long as
any of ConocoPhillips’ equity
securities are
registered pursuant to
section 12(b) or
12(g) of the Securities
Exchange Act of 1934, this
Plan shall be operated in compliance
with 16(b) and,
if any Plan provision or transaction is found not to comply
with section 16(b), that
provision or
transaction, as the
case may be, shall
be deemed null and
void
ab
initio
.
Notwithstanding anything in the Plan to the
contrary, the Company, in its
absolute
discretion, may bifurcate the Plan so
as to restrict, limit or condition the
use of
any provision of
the Plan to
Participants who are
officers and directors
subject to
section 16(b) without
so restricting, limiting
or conditioning the Plan
with respect to other Participants.
(j)
This Plan
is intended to
meet the requirements
of Code section
409А, as
applicable, in
order to avoid any
adverse tax consequences
resulting from any
failure to
comply with Code
section 409А and,
as a result, this
Plan shall be
operated in
a manner consistent
with such compliance.
Except to the extent
expressly set
forth in this
Plan, the Participant
(and/or the Participant's
Beneficiary, as applicable) shall have
no right to dictate the taxable year in which
any payment hereunder that is subject to Code section 409А should be paid.
(k)
This Ongoing
Plan replaced the
Frozen Plan, which
was frozen effective
as of
December 31,
2004. The distribution
of amounts that
were earned and vested
(within the
meaning of Code
section 409A and
official guidance issued
thereunder) under the Frozen Plan prior to January
1, 2005 (and earnings thereon)
are exempt
from the requirements
of Code section
409A shall be made
in
accordance with the terms of the Frozen Plan.
(l)
At the Effective Time, certain active
employees of Phillips 66 and members of its
controlled group
ceased to participate
in the Plan, and
the liabilities, including
liabilities related to benefits grandfathered from
Code section 409A
(
i.e.
, amounts
deferred and
vested prior to
January 1, 2005),
for these participant's benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and continued
as the Phillips
66 Defined Contribution
Make-Up Plan.
ConocoPhillips distributed
its interest in
Phillips 66 to its
shareholders as of the
Distribution. Notwithstanding
Section 10 of this Plan, on
and after the Effective
Time, the Company, ConocoPhillips,
other members of the Controlled Group (as
20
determined after the Distribution), the
Plan, any directors, officers, or employees
of any
member of the
Controlled Group (as
determined after the Distribution),
and any
successors thereto, shall
have no further
obligation or liability
to, or on
behalf of,
any such participant
with respect to
any benefit, amount,
or right
transferred to or due under the Phillips 66 Defined Contribution Make-Up Plan.
Further, as of the Distribution, any Phillips 66
common stock ("Phillips 66
Stock") held
in the Company
Stock Fund shall
be transferred to
a separate
Investment Option
under this Plan
that is accounted
for as if
investments were
made in
Phillips 66 Stock,
although no such
actual investments need
be made,
with accounting
entries being sufficient
therefor. Investments in
the Phillips 66
Stock fund
will be determined
as of the
Distribution. On and
after the
Distribution,
a Participant will be allowed to
hold or liquidate his or her deemed
investment in Phillips 66 Stock. No
additional deemed investments in Phillips 66
Stock will be allowed to be elected.
Section 13. Effective Date of the Restated Plan.
Title
II of the Defined Contribution Make-Up Plan of
ConocoPhillips is hereby amended
and restated as set forth
in this 2020 Amendment and Restatement effective as of January
1, 2020.
Executed this ____ day of December, 2019, by a duly authorized officer of the Company.
Heather G. Sirdashney
Vice President, Human Resources
DCMP Title II 2020
Restatement 12-19-2019