1
KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
CONOCOPHILLIPS
TITLE I
(Effective for benefits earned and vested prior to
January 1, 2005)
2020 AMENDMENT AND RESTATEMENT
The Key
Employee Deferred Compensation Plan of ConocoPhillips, Title
I (“Title I”), 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,
Title I was
and remains
subject to the
2012 Restatement of
the Key Employee Deferred
Compensation Plan
of ConocoPhillips, Title
I, which was
effective as of
the "Effective
Time" defined in the
Employee Matters Agreement by and between
ConocoPhillips and
Phillips 66
(the "Effective Time")
and conditioned on
the occurrence of the
"Distribution" defined
in such Employee
Matters Agreement (the "Distribution"),
together with
the First Amendment
to Title I of
the Key Employee Deferred
Compensation Plan of ConocoPhillips (2012 Restatement), effective October 30, 2019.
Preamble
The purpose of this Plan
is to attract and retain key employees by providing them with an
opportunity to
defer receipt of
cash amounts which
otherwise would have
been paid to
them under various
compensation programs or plans by a Participating Subsidiary.
The
Plan is sponsored
and maintained by
ConocoPhillips Company. The
Plan is the
continuation of
the Key Employee
Deferred Compensation Plan
of Phillips Petroleum
Company, of
the Conoco Inc.
Global Variable Compensation
Deferral Program, and of
the portions of the Conoco Inc. Salary
Deferral & Savings Restoration Plan consisting of
Salary Deferral Obligations and Retiree
Obligations, and all deferrals made under any of
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those plans, programs, or arrangements
shall continue under their terms and
the terms of
this Plan.
Title I of the Plan is effective with regard to benefits
earned and vested prior to January 1,
2005,
while Title II of the
Plan is effective with regard to
benefits earned or vested after
December 31, 2004. Gains, losses, earnings, or expenses shall
be allocated to the Title of
the Plan to which the underlying obligations
giving rise to them are allocated. Other than
earnings, gains, and losses, no further
benefits shall accrue under Title I of this Plan after
December 31, 2004.
This Title
I of the Plan
is intended (1) to
be a “grandfathered”
plan pursuant to 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
Plan, this
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)
“Affiliated
Group”
in which it owns, directly or through a subsidiary or affiliate, a
5% or more equity
interest.
(b)
“Award”
Employee under
the terms of an
Incentive Compensation Plan
or a Long Term
Incentive Plan,
or (ii) required
to be credited
to an Employee’s Deferred
Compensation Account
pursuant to an
Incentive Compensation Plan,
the Long
Term Incentive
Compensation Plan, the
Strategic Incentive Plan,
a Long Term
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Incentive Plan,
or any similar
plans, or any
administrative procedure adopted
pursuant thereto,
or (iii) credited
as a result of
a Participant’s deferral
of the
receipt of
the value of the
Stock which would
otherwise be delivered
to an
Employee in
the event restrictions
lapse on Restricted
Stock or Restricted Stock
Units or
the settlement of
Restricted Stock Units
previously awarded or which
may be
awarded to the
Participant pursuant to
an Incentive Compensation Plan,
the Long Term Incentive Compensation Plan, the Strategic Incentive
Plan, a Long
Term Incentive
Plan, an Omnibus
Securities Plan, or
any similar plans,
or any
administrative
procedure adopted pursuant thereto, or (iv)
credited resulting from
a lump
sum distribution from
any of the
Company’s non-qualified retirement
plans and/or
plans which provide
for a retirement
supplement, or (v) resulting
from the forfeiture of Restricted
Stock, required by Phillips Petroleum Company,
of key
employees who became
employees of GPM
Gas Corporation, or (vi)
credited as a result of
an Employee’s deferral of the receipt of
the lump sum cash
payment from
the Employee’s account in the Defined
Contribution Makeup Plan,
or (vii)
credited as a
result of an
Employee’s voluntary reduction
of Salary, or
(viii) credited
as a result of
an Employee’s deferral
of a Performance Based
Incentive Award, or (ix) any other
amount determined by the Committee to be an
Award under
the Plan. Sections 2 and
3 of this Plan shall not
apply with respect
to Awards included
under (ii), (v), and (ix) above and a participant receiving such
an Award shall be deemed,
with respect thereto, to have elected
a Section 5(b)(i)
payment option
in 10 annual
installments commencing about
one year after
retirement at age
55 or above, but subject to revision under the terms of this Plan.
(c)
“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 7.
(d)
“Benefit”
Plan.
(e)
“Board”
shall mean
the Board of
Directors of the
Company, as it may
be
comprised from time to time.
(f)
“Chief
Executive Officer”
“CEO”
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the Company.
(g)
“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..
(h)
“Company”
any successor
corporation. The Company is a subsidiary of ConocoPhillips.
(i)
“Conoco Inc.
Global Variable Compensation
Deferral Program”
the Conoco
Inc. Global Variable
Compensation Deferral Program,
prior to its
merger into this Plan
on October 3, 2003.
(j)
“Conoco Inc.
Salary Deferral &
Savings Restoration
Plan”
Conoco Inc.
Salary Deferral & Savings Restoration Plan, prior to
its merger into
this Plan on October 3, 2003.
(k)
“ConocoPhillips”
successor corporation.
ConocoPhillips is a
publicly held corporation
and the
parent of the
Company.
(l)
“Deferred Compensation
Account”
maintained for
each Participant in
which is recorded
the amounts of Awards
deferred by a Participant, the
deemed gains, losses, and earnings accrued thereon,
and payments made therefrom all in accordance with the terms of the Plan.
(m)
“Defined Contribution
Makeup Plan”
Makeup Plan of
ConocoPhillips, or any similar plan or successor plans.
(n)
“Disability”
Director, of a Participant, because of an injury or sickness, to
work at a reasonable
occupation that
is available with
the Company, a
Participating Subsidiary, or
another
subsidiary of the Company.
(o)
“Election
Form”
provided by the
Plan Administrator pursuant to which a
Participant may elect the
time and form
of payment of his or her Benefits under the Plan.
(p)
“Eligible
Employee”
Award and at the
time of the Award is classified as a ConocoPhillips salary grade
5
19 or above or any equivalent salary grade at a Participating Subsidiary.
(q)
conditions of
Section 5(j) who
is a salaried
employee of the
Company or of a
Participating Subsidiary.
Employee shall also
include Participants who are
employed by
a member of the
Affiliated Group and
former employees of a
member of
the Affiliated Group
who Retire or are
Laid Off and are
eligible to
receive a
lump sum distribution
from non-qualified retirement
plans. Employee
shall also
include any individual
or Rehired Participant
who was hired as
a
salaried employee
of ConocoPhillips Services
Inc. on or after
January 1, 2003,
and is
classified as a
ConocoPhillips salary grade
19 or above
or any equivalent
salary grade at a
Participating Subsidiary. Notwithstanding the foregoing, prior to
October 3,
2003, Employee shall
not include anyone
who is classified
as a
Heritage Conoco
Employee. On and
after October 3, 2003,
Employee shall
include anyone who is classified as a Heritage Conoco Employee.
(r)
“ERISA”
amended from time to
time, or
any
(s)
“Exchange
Act”
and in effect
from time to time, or any successor statute.
(t)
“Heritage Conoco
Employee”
Inc., Conoco
Pipe Line Company, or Louisiana Gas Systems Inc. prior to January
1, 2003;
provided, however, that
an individual who
has been terminated from
employment with a member of
the Affiliated Group at any time
and rehired by a
member of
the Affiliated Group after
January 1, 2003, shall
not be considered a
Heritage
Conoco Employee for purposes of this Plan.
(u)
“Incentive Compensation
Plan”
Incentive Program,
the Incentive Compensation
Plan of Phillips Petroleum
Company, or
the Annual Incentive
Compensation Plan of
Phillips Petroleum
Company, the
Special Incentive Plan
for Former Tosco
Executives, the Conoco
Inc. Global
Variable Compensation Plan,
or a similar plan
of a Participating
Subsidiary, or
any similar or successor plans, or all, as the context may require.
(v)
“Layoff”
“Laid
Off”
reason of
layoff under the
Phillips Layoff Plan
or the Phillips
Work
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Stabilization Plan,
an applicable Qualifying
Event (without there
being a
Disqualifying Event)
under the Conoco
Severance Pay Plan,
or layoff or
redundancy
under any other layoff
or redundancy plan
which the Company, any
Participating Subsidiary, or any other
member of the Affiliated Group may adopt
from time
to time. If all
or any portion of
the benefits under
the layoff or
redundancy plan
are contingent on
the employee’s signing
a general release of
liability, such termination shall not
be considered as a Layoff for purposes of this
Plan unless
the employee executes
and does not
revoke a general
release of
liability, acceptable to the
Company, under the terms of such layoff or redundancy
plan.
(w)
“Long-Term Incentive
Compensation Plan”
Incentive Compensation
Plan of Phillips
Petroleum Company, which was
terminated December 31, 1985.
(x)
“Long-Term Incentive
Plan”
Program, the
ConocoPhillips Restricted Stock
Program, the Phillips Petroleum
Company Long-Term
Incentive Plan, or
a similar or
successor plan of
any of
them, established under an Omnibus Securities Plan.
(y)
“Newhire
Employee”
calendar year.
(z)
“Omnibus Securities
Plan”
Petroleum Company,
the 2002 Omnibus
Securities Plan of
Phillips Petroleum
Company, the
1998 Stock and Performance Incentive Plan of ConocoPhillips, the
1998 Key Employee Stock Plan
of ConocoPhillips, or a similar or
successor plan
of any of them.
(aa)
“Participant”
is maintained.
(bb)
“Participating
Subsidiary”
the Company
beneficially owns, directly
or indirectly, more
than 50% of the
aggregate voting power of all
outstanding classes and series of stock,
where such
subsidiary has
adopted one or more
plans making participants
eligible for
participation in
this Plan and one
or more Employees
of which are Potential
Participants.
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(cc)
“Plan”
shall mean
the Key
Employee
ConocoPhillips. The Plan is sponsored and maintained by the Company.
(dd)
“Plan
Administrator”
Company, or his or her successor.
(ee)
“Plan Year ”
shall mean January 1 through December 31.
(ff)
“Potential
Participant”
in Section 2 or in Section 5 (h).
(gg)
“Rehired
Participant”
or Layoff,
is rehired by the
Company, or any
subsidiary of the
Company, and
whose employment status is classified as regular full-time or its equivalent.
(hh)
“Restricted
Stock”
“Restricted Stock
Units”
of Stock
and units each of
which shall represent
a hypothetical share
of Stock,
which have certain restrictions attached to the ownership thereof or the delivery
of
shares pursuant thereto.
(ii)
“Retiree
Obligations”
retired on or after the
earliest retirement date available under the Retirement Plan
of Conoco
and who are
Participants in this
Plan arising from
deferrals made as
participants
in the Conoco Inc. Salary Deferral
& Savings Restoration Plan prior
to
its merger into this Plan.
(jj)
“Retirement”
“Retire”
“Retiring”
with the Company or any subsidiary of
the Company on or after the earliest early
retirement date
at age 55 or
above as defined
in the ConocoPhillips Retirement
Plan (or,
with respect to a
Heritage Conoco Employee,
the Retirement Plan of
Conoco) or of the applicable retirement plan of a member of the
Affiliated Group.
(kk)
“Retirement Income
Plan”
with
respect to a Heritage Conoco Employee, the Retirement Plan of Conoco) or a
similar retirement
plan of the
Participating Subsidiary pursuant
to the terms of
which the Participant retires.
(ll)
“Salary Deferral
Obligations”
Participants in
this Plan arising from salary
deferrals made as
participants in the
Conoco Inc.
Salary Deferral &
Savings Restoration Plan
prior to its
merger into
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this Plan.
(mm)
“Settlement
Date”
Compensation Plan
or the Long-Term
Incentive Compensation Plan
or actions
directed by
the Committee, as
the case may be,
have been taken
which are
necessary to make an
Award payable to the Participant.
(nn)
“Salary”
adjustments for any before-tax voluntary reductions.
(oo)
“Stock”
(pp)
“Strategic Incentive
Plan”
1986 Stock
Plan of Phillips
Petroleum Company, of
the 1990 Stock
Plan of
Phillips Petroleum
Company, of the
Phillips Petroleum Company Omnibus
Securities Plan, and of any successor plans of similar nature.
(qq)
“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)
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.
(rr)
“Trustee”
trust agreement between the Company and the trustee, or any successor trustee.
Section
2. Notification of Potential Participants.
(a) Incentive
Compensation Plan. Each
Plan Year, during
October, Eligible
Employees who
are expected to
be eligible to
receive an Award
in the
immediately
following calendar
year under an Incentive
Compensation Plan will
be notified
and given the
opportunity, in a
manner prescribed by
the Plan
Administrator, to
indicate a preference
concerning deferral of
all or part (in
one
percent increments) of such Award.
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(b) Restricted Stock and Restricted Stock Units Lapsing.
(i) Each Plan Year during October,
Employees who are or will be 55 years of
age or older prior to the end of the following calendar year
will be notified
and given
the opportunity, in
a manner prescribed
by the Plan
Administrator, to
indicate a preference
to delay the
lapsing of the
restrictions on
part (in one
percent increments) or
all of the shares
of
Restricted Stock
and/or Restricted Stock
Units previously awarded or
which may be awarded to the Employee
under an Incentive Compensation
Plan, the
Long Term Incentive
Compensation Plan, a Long-Term
Incentive Plan, the Strategic Incentive Plan, or an Omnibus Securities Plan
in the
event the Compensation
Committee takes action
in the following
calendar year
to lapse restrictions
on Restricted Stock
and/or Restricted
Stock Units and/or settle Restricted Stock Units.
(ii) Each
Plan Year during
October, Employees who
have been granted a
special Restricted
Stock Award and/or
Restricted Stock Unit
Award will
be notified and
given the opportunity, in a manner
prescribed by the Plan
Administrator to
indicate a preference
to delay the
lapsing of the
restrictions on
part (in one
percent increments) or
all of the shares
of
Restricted Stock and/or
Restricted Stock Units when the restrictions lapse
on the
Special Restricted Stock
and/or Restricted Stock
Units or the
Restricted Stock
Units are settled
based on the terms
of the Special
Restricted Stock
and/or Restricted Stock
Unit Awards in the
following
year.
(iii) Such indication of preference
as outlined in (i) above may be made within
60 days of the amendment
of this Plan providing for the
notice; provided,
however, that
such indication of
preference must be
made no later than
June 6,
2003, for such
Awards that would
otherwise be lapsed
or settled
later in 2003.
(c)
Restricted Stock and Restricted Stock Unit Awards Deferral.
(i) Each Plan Year during October,
Employees who are or will be 55 years of
age or older prior to the end of the calendar year will be notified and given
the opportunity,
in a manner
prescribed by the
Plan Administrator, to
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indicate a preference concerning the
deferral of the receipt of the
value of
all or part (in one percent
increments) of the Stock which would otherwise
be
delivered to the Employees in the
event, during the following calendar
year, the
Compensation Committee takes
action to lapse
restrictions on
Restricted Stock
and/or Restricted Stock
Units and/or settle Restricted
Stock Units
previously awarded or
which may be
awarded to the
Employees under
an Incentive Compensation
Plan, the Long Term
Incentive Compensation
Plan, a Long Term
Incentive Plan, the Strategic
Incentive Plan, or an Omnibus Securities Plan.
(ii) Employees
who have been
granted a special
Restricted Stock Award
and/or
Restricted Stock Units
Award may, in the year
preceding the year
in which
the restrictions are
scheduled to lapse
or the Restricted Stock
Units are to be settled, indicate a
preference concerning the deferral of the
value of all
or part (in one percent
increments) of the stock which would
otherwise be
delivered to the
Employees in the
next calendar year when
the restrictions
lapse on the
special Restricted Stock
and /or Restricted
Stock Units
or the Restricted Stock Units are settled based on the terms of
the special
Restricted Stock Awards
and/or Restricted Stock Units
Awards.
(iii) Employees who are
Laid Off during or after the
Plan Year they reach age
50 may no later than 30 days after
being notified of Layoff, in the manner
prescribed by the Plan Administrator,
indicate a preference concerning the
deferral of
the receipt of
the value of
all or part (in
one percent
increments) of
the Stock which
would be otherwise be
delivered to the
Employees in
the event Restricted
Stock Units, which
have been granted
in
exchange for Restricted Stock pursuant to
the Exchange offer initiated
by the
Company on December 17, 2001, are settled.
(iv) Such indication
of preference as outlined in (i) above may be made within
60 days of the amendment
of this Plan providing for the
notice; provided,
however, that
such indication of
preference must be
made no later than
June 6,
2003, for such
Awards that would
otherwise be lapsed
or settled
later in 2003.
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(d)
Lump Sum
Distribution from Non-Qualified
Retirement Plans. With
respect to
the lump sum distribution permitted from the
Company’s non-qualified retirement
plans and/or
plans which provide
for a retirement
supplement, Employees may
indicate, in
a manner prescribed
by the Plan
Administrator, a preference
concerning deferral
of all or part
(in one percent
increments) of such
lump sum
distribution.
(e)
Lump Sum
from Defined Contribution
Makeup Plan. Employees
who will
receive a
lump sum cash
payment from their
account under the Defined
Contribution Makeup
Plan, may indicate,
in a manner
prescribed by the Plan
Administrator, a
preference concerning deferral
of all or part
(in one percent
increments) of
such payment.
(f)
Salary Reduction.
Annually, Employees and
Newhire Employees on
the U.S.
dollar payroll
may elect, in a
manner prescribed by
the Plan Administrator, a
voluntary reduction of Salary for
each pay period of the following
calendar year,
or for
Newhire Employees the
remainder of the
calendar year in
which they are
hired, in
which case the
Company will credit
a like amount as
an Award
hereunder, provided that
the amount of such voluntary reduction
shall not be less
than 1% nor more
than 50% of the Employee’s Salary per pay period (and may be
further limited by the
Plan Administrator such that the resulting salary that is paid
is sufficient
to satisfy all
benefit plan deductions,
tax deductions, elective
deductions, and other deductions required to be withheld by the Company).
(g)
Performance Based Incentive Award . Each
year, during October, Employees who
are
eligible to receive a Performance
Based Incentive Award in the immediately
following calendar
year will be
notified and given
the opportunity, in
a manner
prescribed by the Plan
Administrator, to indicate a preference for the
award to be
paid as cash, deferred
to their KEDCP account, or issued as Restricted
Stock or a
combination of cash, deferred compensation and Restricted Stock.
Section
3. Indication of Preference or Election to Defer Award.
(a)
Incentive Compensation Plan. If a Potential Participant prefers to defer under this
Plan all
or any part of
the Award to which
a notice received
under Section 2(a)
12
pertains, the
Potential Participant must
indicate such preference,
in a manner
prescribed
by the Plan
Administrator, (i) if
the Potential Participant
is subject to
section 16
of the Exchange
Act, to the
Committee, or (ii)
if the Potential
Participant is
not subject to
section 16 of the
Exchange Act, to
the CEO. The
Potential
Participant’s preference must be received on or before October 31 of
the
year in
which said Section
2(a) notice was
received. Such indication
must state
the portion
of the Award the
Potential Participant desires
to be deferred. If
an
indication is not received
by October 31, the Potential Participant will be deemed
to have elected to receive and not
to defer any such Incentive Compensation Plan
award.
Such indication
of preference, if
accepted, becomes irrevocable on
November 1 of the year
in which the indication is submitted
to the Committee or
CEO, except that,
in the event of any of the following:
(i) the
Employee is demoted
to a job
classification/grade that is
no longer
eligible to receive an
Award from an Incentive Compensation Plan,
(ii) the
Employee’s employment status
is classified to a
status other than
regular
full-time or its equivalent, or
(iii) the
Employee is receiving Unavoidable Absence Benefits
(UAB) pay such
that the
pay received is
less than his/her
pay had been prior
to being on
UAB,
the Employee
can request, subject
to approval by the
Plan Administrator, that
his/her
indication of preference to defer, whether
approved or not, be revoked for
that Incentive Compensation Plan Award.
The Committee
or CEO, as
applicable, shall consider
such indication of
preference as
submitted and shall decide whether to accept or reject
the preference
expressed.
(b)
Restricted Stock
and Restricted Stock
Unit Awards Lapsing.
If a Potential
Participant prefers
to delay the
lapsing of the
restrictions on part
or all of the
shares of
Restricted Stock and/or
Restricted Stock Units
to which a notice
received under Section 2(b) pertains,
the Potential Participant must indicate such
preference in
a manner prescribed
by the Plan
Administrator, (i) if
the Potential
Participant is
subject to section 16 of the
Exchange Act, to the Committee, or (ii)
13
if the Potential Participant is
not subject to section 16 of the Exchange Act,
to the
CEO. The
Potential Participant’s preference
must state the
percentage of the
shares
and/or units on which the lapsing
is to be delayed. If
an indication is not
received
by October 31, the Potential Participant
will be deemed to have elected
to have
the restrictions lapsed
if the Compensation
Committee takes action to
lapse restrictions
or as specified
under the terms of
the Special Restricted Stock
and/or Restricted Stock Unit
Awards. If the Potential Participant prefers to delay
the lapsing
of the restrictions
on part or all
of the shares of
Restricted Stock or
Restricted
Stock Units awarded under an Incentive
Compensation Plan, the Long
Term Incentive
Compensation Plan, a
Long Term Incentive
Plan, or Strategic
Incentive Plan,
those shares and/or
units will be
subject to another
indication of
preference in the
following year. If the Potential
Participant prefers to delay the
lapsing of
the restrictions on
part or all of
the shares of
Restricted Stock or
Restricted
Stock Units from Special
Stock Awards, those shares and/or
units will
remain restricted and
the Employee will receive a notice
to indicate a preference
for
such shares when the Employee is
or will be 55 years of
age or older prior to
the end of the
calendar year as specified in Section
2(b)(i).
(c)
Restricted Stock
or Restricted Stock
Unit Deferral. If
a Potential Participant
prefers to
defer under this Plan the value of all or any part of
the Restricted Stock
or
Restricted Stock Units to which a
notice received under Section 2(c) pertains,
the Potential Participant must indicate
such preference, in a manner prescribed by
the Plan
Administrator, (i) if
the Potential Participant
is subject to
section 16 of
the Exchange
Act, to the
Committee, or (ii)
if the Potential
Participant is not
subject to
section 16 of
the Exchange Act,
to the CEO.
The Potential
Participant’s preference must be
received on or before October 31
of the year in
which said
Section 2(c) notice
was received. Such
indication must state the
portion of the value of the Restricted Stock or Restricted Stock Units the Potential
Participant desires to
be deferred. If an indication
is not received by October 31,
the
Potential Participant will be
deemed to have elected
to receive any shares or
units for which the restrictions are
lapsed. Such indication of preference becomes
irrevocable on
November 1 of the year in which the indication
is submitted to the
Committee or
CEO. The Committee
or CEO, as applicable,
shall consider such
14
indication of preference as submitted
and shall decide whether to accept
or reject
the preference
expressed. A deferral
of the value of
the Restricted Stock or
Restricted Stock Units will be paid under the
terms of Section 5(b)(i) hereof in 10
annual installments
commencing about one
year after Retirement
at age 55 or
above, but
subject to revision
under the terms of
this Plan. Such approved
indication of preference shall also
apply to any Restricted Stock Units
granted in
exchange for
shares of Restricted
Stock pursuant to
the Exchange offer initiated
by the Company on December 17, 2001.
(d)
Lump Sum
Distribution from Non-Qualified
Retirement Plans. If
a Potential
Participant prefers to defer
under this Plan all or part of the lump sum distribution
to which
Section 2(d) pertains,
the Potential Participant
must indicate such
preference,
in a manner prescribed
by the Plan Administrator, (i)
if the Potential
Participant is subject to section 16 of the Exchange Act, to the Committee or
(ii) if
the Potential
Participant is not
subject to section
16 of the Exchange
Act, to the
CEO. The
Potential Participant’s preference
must be received
in the period
beginning 90
days prior to and
ending no less
than 30 days prior
to the date of
commencement of
retirement benefits under
such plans. Such
indication must
state
the portion of
the lump sum distribution the
Potential Participant desires to
be
deferred. The Committee or CEO, as applicable, shall consider such indication
of preference
as submitted and
shall decide whether
to accept or
reject the
preference expressed
as soon as
practicable. Such indication
of preference, if
accepted,
becomes irrevocable on the date of such acceptance.
(e) Lump
Sum from Defined
Contribution Makeup Plan.
If a Potential Participant
prefers to defer under this Plan all or part
of the lump sum cash payment to which
Section 2(e) pertains, the
Potential Participant must indicate such preference, in a
manner prescribed
by the Plan
Administrator, (i) if
the Potential Participant is
subject to section 16 of the Exchange Act, to the
Committee or (ii) if the Potential
Participant is
not subject to
section 16 of the
Exchange Act, to
the CEO. The
Potential Participant’s
preference must be
received in the
period beginning 365
days prior
to and ending no less than 90
days prior to the Participant’s retirement
date at age 55 or
above except that if a
Potential Participant is notified of layoff
during or
after the year in
which the Potential
Participant reaches age
50, the
15
Potential Participant’s
preference must be
received no later
than 30 days after
being notified of layoff. Such
indication must state the portion of
the lump sum
payment the Potential
Participant desires to be deferred. The Committee or CEO,
as applicable, shall consider such
indication of preference as submitted and shall
decide whether to accept or reject the preference expressed
as soon as practicable.
such acceptance.
A deferral of the
lump sum from the
Defined Contribution
Makeup
Plan will be paid under
the terms of Section 5(b)(i) hereof
in 10 annual
installments commencing
about one year after Retirement at age 55
or above, but
subject to revision under the terms of the Plan.
(f) Salary
Reduction. If a
Potential Participant elects
to voluntarily reduce Salary
and receive
an Award hereunder
in lieu thereof,
the Potential Participant must
make an election, in the manner prescribed by the Plan Administrator, which must
be received on or before October 31
prior to the beginning of the calendar year of
the elected deferral or for
Newhire Employees as soon as practicable within a
30-
day period
after their first
day of employment
or reemployment. Such election
must be in writing signed
by the Potential Participant, and must
state the amount
of the
salary reduction the
Potential Participant elects.
Such election becomes
irrevocable on
October 31 prior
to the beginning
of the calendar
year or for
Newhire Employees
after the 30-day period after their first day of
employment or
reemployment, except that in the event of any of the following:
(i) the Employee is demoted to a job classification/grade that is no longer
eligible to receive an Award from an Incentive Compensation Plan,
(ii) the Employee’s employment status is classified to a status other than
regular full-time or its equivalent, or
(iii) the Employee is receiving Unavoidable Absence Benefits (UAB) pay such
that the pay received is less than his/her pay had been prior to being on
UAB,
the Employee can request, subject to approval
by the Plan Benefits Administrator,
that his/her
election to voluntarily
reduce his/her salary
be revoked for the
remainder of the calendar year.
16
terms
of Section 5(b)(i) hereof
in 10 annual installments commencing
about one
year after Retirement at age 55 or above, but subject to revision under the terms of
the Plan.
(g) Performance Based
Incentive Award. The Potential Participant who is
eligible to
receive a
Performance Based Incentive
Award in the
immediately following
calendar year,
must indicate a
preference, in a
manner prescribed by
the Plan
Administrator, (i)
if the Potential
Participant is subject
to section 16 of
the
Exchange Act, to
the Committee, or (ii) if the
Potential Participant is not subject
to section
16 of the Exchange
Act, to the CEO.
The Potential Participant’s
preference must
be received on or
before October 31
of the year in
which said
Section 2(g)
notice was received.
Such indication must
state the portion
of the
award the Potential Participant desires to be in cash, the portion to be deferred
and
the portion to be in
Restricted Stock. If an indication
is not received by October
31 the
Potential Participant will be deemed to have elected to receive the award as
cash. Such
indication of preference
becomes irrevocable on
November 1 of the
year in
which the indication
is submitted to
the Committee or
CEO. The
Committee or CEO,
as applicable, shall consider such indication
of preference as
submitted and shall decide whether to accept or reject the preference
expressed.
Section
4. Deferred Compensation Accounts.
(a)
Credit for
Deferral. Amounts deferred
pursuant to Section
3(a) and Section
5(h)(1) will
be credited to the
Participant’s Deferred Compensation
Account as
soon as
practicable, but not
less than 30 days
after the Settlement
Date of the
Incentive Compensation
Plan. Amounts deferred
pursuant to Section
3(c) and
Section 5(h)(2) will be
credited, as applicable, as soon as practicable, but not later
than 30 days after the date as of which the restrictions lapse at the market
value of
the underlying Restricted
Stock or the shares represented by
the Restricted Stock
Units awarded
under an Incentive
Compensation Plan, the
Long Term Incentive
Compensation Plan,
a Long Term
Incentive Plan or
a Strategic Incentive Plan
Performance Period which began prior
to January 1, 2003. For
this purpose, the
17
market value of
the underlying Restricted Stock or
the shares represented by the
Restricted Stock
Units, as applicable,
shall be based on
the higher of (i)
the
average of the high and low
selling prices of the Stock on the date the restrictions
lapse or the last trading day before the day the restrictions lapse
if such date is not
a trading day
or (ii) the average of the
high three monthly Fair
Market Values of
the Stock
during the twelve
calendar months preceding
the month in which
the
restrictions lapse. The
monthly Fair Market Value of
the Stock is the average of
the daily Fair Market Value of the Stock for each trading day of the month.
The market
value of the
underlying Restricted Stock
or the shares
represented
by the Restricted Stock Units awarded
under a Long Term Incentive
Plan, under
an Incentive Compensation
Plan that began on
or after January 1,
2003, under an Omnibus Securities
Plan (with regard to awards made
on or after
January 1, 2003),
and for the Special
Stock Awards issued on October
22, 2002,
shall be the
monthly average Fair Market Value of
the Stock during the calendar
month preceding
the month in which
the restrictions lapse
or shares are to
be
delivered as applicable. The
monthly average Fair Market Value of
the Stock is
the average of the daily Fair Market
Value of the Stock for each trading day of the
month.
The daily
Fair Market Value
of the Stock shall
be deemed equal to
the
average of
the high and low
selling prices of
the Stock on the
New York Stock
Exchange.
Amounts deferred
pursuant to Section
3(e) and 3(f) and
Section 5(h)(3)
will be
credited to the
Participant’s Deferred Compensation
Account as soon as
practicable, but
not later than 30
days after the cash
payment would have been
made had it not
been deferred. Amounts deferred pursuant to
other provisions of
this Plan shall
be credited as soon
as practicable but
not later than 30
days after
the date the Award
would otherwise be payable.
(b)
Designation of
Investments. The amount
in each Participant’s Deferred
Compensation Account
shall be deemed to
have been invested
and reinvested
from time to
time, in such “eligible securities” as
the Participant
shall designate.
Prior to
or in the absence
of a Participant’s
designation, the Company shall
designate an “eligible security” in which the
Participant’s Deferred Compensation
18
Account shall be deemed to
have been invested until designation instructions are
received from the Participant. Eligible securities are those securities designated by
the Chief
Financial Officer of
the Company, or
his successor. The Chief
Financial Officer of the Company
may include as eligible securities, stocks listed
on a
national securities exchange,
and bonds, notes,
debentures, corporate or
governmental, either
listed on a
national securities exchange
or for which price
quotations are
published in The
Wall Street Journal
and shares issued by
investment companies
commonly known as
“mutual funds”. The Participant’s
Deferred Compensation
Account will be
adjusted to reflect
the deemed gains,
losses, and
earnings as though
the amount deferred
was actually invested and
reinvested in
the eligible securities
for the Participant’s
Deferred Compensation
Account.
event
the Company (or any
trust maintained for this purpose) actually purchases
or sells such securities in
the quantities and at the times the securities are deemed
to be
purchased or sold
for a Participant’s
Deferred Compensation Account, the
Account shall be adjusted accordingly to reflect the price actually paid or received
by the
Company for such
securities after adjustment
for all transaction expenses
incurred (including without limitation brokerage fees and stock transfer taxes).
Company, the
Deferred Compensation Account
shall be charged
with a dollar
amount equal
to the quantity
and kind of
securities deemed to
have been
purchased multiplied
by the fair market
value of such
security on the
date of
reference and shall be
credited with the quantity and kind of securities so deemed
to have been purchased. In the
case of any deemed sale not actually made by the
Company, the
account shall be
charged with the
quantity and kind
of securities
deemed to have been
sold, and shall be credited with a dollar amount equal
to the
quantity and
kind of securities
deemed to have been
sold multiplied by
the fair
market value of such
security on the date of reference. As used
in this paragraph
“fair
market value” means in the case
of a listed security the closing
price on the
date of reference, or if
there were no sales on such date, then
the closing price on
the nearest
preceding day on
which there were
such sales, and in
the case of an
19
unlisted security
the mean between
the bid and asked
prices on the date
of
reference, or if no such
prices are available for such date,
then the mean between
the bid
and asked prices to
the nearest preceding
day for which such
prices are
available.
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
by the Company in
agreement with such third party.
(c)
Payments. A Participant’s Deferred
Compensation Account shall be debited with
respect to
payments made from
the account pursuant
to this Plan as
of the date
such payments are
made from the account. The payment shall be made as soon as
practicable, but no later than 30
days, after the installment payment date.
disability as determined in the
sole discretion of the
Plan Administrator, the Plan
Administrator shall
have the power to
cause the payment
due such person to
be
made to
such person’s guardian
or other legal
representative for the person’s
benefit, and
such payment shall
constitute a full
release and discharge
of the
Company, the Plan
Administrator, and any fiduciary of the Plan.
(d)
Statements. At
least one time per
year the Plan
Administrator (or a
third party
acting for the Plan Administrator) will furnish each Participant a written
statement
setting forth
the current balance
in the Participant’s
Deferred Compensation
Account, the
amounts credited or debited to such
account since the last statement
and the
payment schedule of
deferred Awards, and
deemed gains, losses, and
earnings accrued thereon as provided
by the deferred payment option selected by
the Participant. This provision shall be deemed satisfied
if the Plan Administrator
(or a
third party acting
for the Plan
Administrator) makes such information
available through
electronic means, such
as a web site,
and informs affected
Participants
of the availability of the information and the manner of accessing it.
20
Section 5. Payments from Deferred Compensation Accounts.
(a) Election
of Method of Payment
for an Incentive
Compensation Plan Award. At
the time a Potential Participant
submits an indication of preference to
defer all or
any part
of an Award under
an Incentive Compensation
Plan as provided in
Section 3(a)
above, the Potential
Participant shall also
elect in a manner
prescribed by the Plan
Administrator, which of the payment options, provided for
in Paragraph (b) of this Section, shall
apply to the deferred portion of said Award
adjusted for
any deemed gains,
losses, and earnings
accrued thereon credited to
the Participant’s
Deferred Compensation Account
under this Plan.
Subject to
Paragraphs (e),
(g), and (h) of
this Section, if
the Committee or
CEO, as
appropriate, accepts
the Potential Participant’s
indication of preference, the
election of
the method of
payment of the
amount deferred shall become
irrevocable.
(b) Payment Options. A Potential
Participant may elect, using an Election Form or in
such other
manner prescribed by
the Plan Administrator,
to have the deferred
portion of an Incentive Compensation Plan
Award adjusted for any deemed gains,
losses, and earnings accrued thereon paid:
(i)
(Post-Retirement)
installments, or in 4
to 60 quarterly installments, the
payment of the first
of any
of such installments
to commence on the
first day of the
first
calendar quarter
which is on or
after the first
anniversary of (x) the
Potential Participant’s first day of Retirement
at age 55 or above (or at age
50 or
above for a
Heritage Conoco Employee
who was employed by
Conoco Inc. or
its affiliates on August 30,
2002 if such Heritage Conoco
Employee is
eligible for early
retirement under the
Retirement Plan of
Conoco)
or (y)
the Potential Participant’s first
day of Layoff at age 50 or
above, or
(ii)
(Date
Certain)
Compensation Award,
in 1 to 15
annual installments, in
2 to 30
semi-
annual installments,
or in 4 to
60 quarterly installments,
the payment of
the first
of any of such
installments to commence
on the first day
of
21
calendar quarter which is designated by the Participant, is
at least one year
after the date
on which the election is made,
and is not later than the
65
th
birthday of
the Participant; provided,
however, that in
the event of
termination of
employment from the
Affiliated Group by
a Heritage
Conoco Employee
who had made
deferral of amounts
from the Conoco
Inc. Global
Variable Compensation Plan,
the balance of
such deferred
amounts
(adjusted for earnings, gains, and losses)
shall be paid in a lump
sum as
soon as practicable
after termination, notwithstanding an
installment election made pursuant to this Paragraph, or
(iii)
(Pre-
Retirement
)
following the
Participant’s termination from
employment with the
Affiliated
Group.
(iv)
In the event that no election is properly and timely made with regard to the
time and method of payment under Section 5(b)(i) or (ii), payment shall be
made in
10 annual installments,
the payment of the
first of any of
such
installments to
commence on the
first day of the
first calendar quarter
which
is on or after the first
anniversary of (x) the Potential Participant’s
first day
of Retirement at
age 55 or above
(or at age 50
or above for a
Heritage Conoco
Employee who was
employed by Conoco
Inc. or its
affiliates on
August 30, 2002 if
such Heritage Conoco
Employee is
eligible for
early retirement under
the Retirement Plan of
Conoco) or (y)
the Potential
Participant’s first day of Layoff at age 50 or above.
(c) Election
of Method of
Payment of the
Value of Restricted
Stock and Restricted
Stock
Units. As provided in Section 3(c)
above, a deferral of the value
of all or
part of the Restricted Stock
or Restricted Stock Units will be considered payment
option (b)(i) of this Section subject to Paragraphs (e) and (g) of this Section.
(d) Election of Method
of Payment of a Lump Sum
Distribution from Non-Qualified
Retirement Plans.
At the time a
Potential Participant submits
an indication of
preference to
defer all or part of the lump sum
distribution as provided in Section
3(d) above, the Potential Participant shall
also elect in a manner prescribed by the
Plan Administrator
which payment option
shall apply to the
deferred lump sum
adjusted
for any gains, losses, and earnings
to be accrued thereon credited to the
22
Participant’s Deferred
Compensation Account under
this Plan. The payment
options are
annual installments of not less
than 1 nor more than 15, semi-annual
installments of not less
than 2 nor more than 30,
or quarterly installments of not
less than
4 nor more than
60. The first
installment shall commence
as soon as
practicable after
any date specified
by the Potential
Participant, so long
as such
date is the first day of
a calendar quarter and is at least one year and not later than
five years from the date
the payout option was elected. Subject
to Paragraph (g)
of this
Section, if the
Committee or CEO,
as appropriate, accepts
the Potential
Participant’s indication
of preference, the
election of the
method of payment of
the amount deferred shall become irrevocable.
(e) Payment
Option Revisions. If
a Section 5(b)(i)
payment option applies
to any
part of
the balance of a
Participant’s Deferred Compensation
Account, the
Participant may revise such payment option as follows:
(i) Prior to Retirement. The
Participant at any time during a period beginning
365 days
prior to and
ending 90 days
prior to the date
the Participant
Retires at
age 55 or above
may, with respect
to the total of
all amounts
subject to such
payment option at the time of
the Participant’s Retirement
at age
55 or above, in
the manner prescribed
by the Plan Administrator,
revise such payment option and elect one of the
payment options specified
in (e)(iv)
of this Section to
apply to such
total amount in
place of such
payment option.
(ii) Upon Layoff. If a
Participant who is eligible to Retire or who is
Laid Off
during or after
the year in which the Participant
reaches age 50 is notified
of Layoff,
the Participant may, no later than 30 days after being notified of
Layoff, in
the manner prescribed
by the Plan
Administrator, revise such
payment option and elect one of the payment options specified in (e)(iv) of
this Section to apply to such total amount in place of such payment option.
(iii) If Disabled. The Participant
may at any time during a period from the date
of the
beginning of the
qualifying period for
the Company’s Long Term
Disability Plan or similar plan
to no later than 90 days
prior to the end of
such period, or
within 30 days of the amendment of this Plan providing for
such election, in
the manner prescribed by
the Plan Administrator, revise
23
such payment
option and elect
one of the payment
options specified in
(e)(iv)
of this Section to
apply to the total
of all
amounts subject to such
payment option;
provided, however, that
after the payments
have begun,
such payments may
be made in a different manner
if, the Participant due
to an
unanticipated emergency caused
by an event beyond
the control of
the Participant
results in financial
hardship to the
Participant, so request
and the
CEO gives written consent to the method of payment requested.
(iv) Payment
Options After Revision. If a Participant revises a
Section 5(b)(i)
payment option as
specified in (e)(i), (e)(ii), or (e)(iii)
of this Section, the
Participant may
select payments in
annual installments of
not less than 1
nor more than 15, in
semi-annual installments of not less than
2 nor more
than 30,
or in quarterly
installments of not
less than 4 nor
more than 60,
with the
first installment to
commence as soon
as practicable following
any date
specified by the Participant so long as such date is the first day of
a calendar quarter, is on or after the
Participant’s first day of Retirement at
age
55 or above or the first
day the Participant is no longer
an Employee
following Layoff, is at
least one year and no more than five years from the
date the payment option was revised.
(f) Installment
Amount. The amount
of each installment
shall be determined by
dividing the
balance in the
Participant’s Deferred Compensation
Account as of
the
date the installment is to be
paid, by the number of installments
remaining to
be paid (inclusive of the current installment).
(g) Death
of Participant. Upon
the death of a
Participant, the Participant’s
Beneficiary or
Beneficiaries designated in
accordance with Section
7, shall
receive payments
in accordance with
the payment option
selected by the
Participant, if
death occurred after
such payments had
commenced; or if death
occurred before payments have commenced, the Beneficiary may
select payments
in annual
installments of not
less than 1 nor
more than 15, in
semi-annual
installments of not less than 2 nor more than 30, or in quarterly installments of not
less than
4 nor more than
60 with the first
installment to commence
as soon as
practicable following
any date specified by the beneficiary so long as such
date is
the first day
of a calendar quarter and is
at least one year and
no more than five
24
years from
the date the
payment option is
selected and is
not later than the
date
the deceased
Participant would have
been age 65;
provided, however, such
payments may
be made in a
different manner if
the Beneficiary or Beneficiaries
entitled to receive or receiving such payments, due to an
unanticipated emergency
caused by
an event beyond
the control of the
beneficiary or beneficiaries that
results in
financial hardship to
the Beneficiary or
Beneficiaries, so requests and
the CEO gives written consent to the method of payment requested.
(h) Disability
of Participant. In
the event a
Participant or Employee becomes
disabled,
the individual may, in
the period from the
date of the beginning of the
qualifying period
for the Company’s
Long Term Disability
Plan to no later than
90 days
prior to the end
of such period, or
within 30 days of
the amendment of
this Plan
providing for such election, indicate a preference, in a manner prescribed
by the Plan Administrator, for any of the following:
(1)
To defer
part or all of
any Incentive Compensation
Plan Award the
Employee is
eligible to receive
in the immediately
following calendar
year,
(2)
To defer
part or all of
the value of the
Stock which would
otherwise be
delivered to
the Employee when
the restrictions lapse
on any Restricted
Stock or
Restricted Stock Units or Restricted Stock Units are settled, or
(3)
To defer
part or all of
the value from their
account under the Defined
Contribution Makeup Plan which would
otherwise be paid as a lump sum
to the Participant.
Such indications
of preference shall
be subject to
approval by the
Committee if
the Potential
Participant is subject
to section 16 of
the Exchange Act
or by the
CEO
if the Potential Participant is not
subject to section 16 of the
Exchange Act.
The Committee
or CEO, as
applicable, shall consider
such indication or
preference as
submitted and shall decide whether to accept or reject the preference
expressed.
date of such
acceptance. A deferral of any amount will be paid under the terms of
Section 5(b)(i)
hereof in ten (10)
annual installments, but
subject to revision as
specified under the terms of this Plan.
25
(i) Termination
of Employment. In
the event a
Participant’s employment with the
Company, any
Participating Subsidiary, or
any other subsidiary
of the Company
terminates for
any reason other
than death, Retirement
at age 55 or
above,
Disability, or Layoff during
or after the year in which
the Participant reaches age
50, the
entire balance of
the Participant’s Deferred
Compensation Account shall
be
paid to the Participant in one lump sum as soon as practicable after the date the
Participant terminates
employment, except that
a Participant who becomes
employed by
a member of the
Affiliated Group immediately
after terminating
employment
with the Company or Participating Subsidiary
shall not receive their
benefit under
the Plan until the
Participant terminates employment
from the
Affiliated Group;
provided, however, the
Committee, in its
sole discretion, may
elect to
make such payments
in the amounts and
on such schedule as
it may
determine.
(j) Rehire
of Participant. In
the event a
Participant is a
Rehired Participant, he/she
will be
eligible to receive
notifications as specified
in Section 2 and
will be
eligible to submit
an Indication of Preference or Election
to Defer as specified in
Section 3,
if the Participant
agrees to the
suspension of payments
from his/her
Deferred Compensation
Account during the
period of reemployment
by the
Company. Upon
termination of reemployment,
such payments shall
resume on
the same schedule as was in effect at the time the Participant previously Retired
or
was Laid Off.
Section
6. Special Provisions for Former ARCO Alaska Employees.
Notwithstanding
any provisions to the contrary, in
order to comply with the terms
of the
Master Purchase
and Sale Agreement
(“Sale Agreement”) by
which the Company
acquired
certain Alaskan assets of Atlantic Richfield
Company (“ARCO”), a Participant
who was eligible to participate in the ARCO employee benefit plans
immediately prior to
becoming an
Employee and who
was not employed
by ARCO Marine,
Inc. (a “former
ARCO Alaska
employee”) may, in
a manner prescribed
by the Plan Administrator,
indicate a preference or make an election:
(a) To reduce voluntarily salary
and receive an Award in the amount of the reduction
26
credited to, at the Employee’s election, (i) an account
under this Plan or (ii) for so
long as
the ARCO Executive
Deferral Plan will
accept such deferrals
of salary,
but not
beyond December 31,
2001, an account
under the ARCO Executive
Deferral Plan; or
(b) To
defer any Award
payable to a
former ARCO employee
who is involuntarily
terminated prior
to April 18, 2002,
in lieu of a
target ARCO Annual Incentive
Plan (AIP)
award, and at the
Employee’s election credit
the Award to (i)
an
account under this Plan or (ii) to the ARCO Executive Deferral Plan; or
(c) To
defer the Final
ARCO Supplemental Executive
Retirement Plan (SERP)
benefit
that will be calculated
as of the earlier
of April 17, 2002,
or the date the
former ARCO employee voluntarily or involuntarily terminates employment from
the Company
or any Participating
Subsidiary to the
ARCO Executive Deferral
Plan; or
(d) To defer
the value of the restricted stock
granted on July 31, 2000, to
an account
under this
Plan when the
restrictions lapse on
July 31, 2001, July
31, 2002, and
July
31, 2003; provided that such indications
of preference shall be made in July
of the
year preceding the
calendar year when
the restrictions are
scheduled to
lapse or
as soon as
practicable after July
31, 2000, for the
restrictions on the
shares that
are to be lapsed on July 31, 2001;
or
(e) For a
former ARCO Alaska employee who was classified as
a grade 7 or 8 under
ARCO’s job
classification system and
was eligible under
ARCO’s Executive
Deferral
Plan to voluntarily reduce
salary and defer the
amount of the voluntary
salary reduction and who was
classified as a grade 31 or below at that
time under
Phillips Petroleum
Company’s job classification
system, to make an
annual
election to voluntarily
reduce salary and defer the amount
of the voluntary salary
reduction for
salary received from July 31, 2000, through December 31, 2000, and
for the
five years from
2001 through 2005
and receive a salary
deferral credit
under this Plan.
All
indications of preference in Sections 6(a),
(b), and (c) are subject to
approval by the
Compensation
Committee if the Employee is
subject to section 16
of the Exchange Act
and by the CEO if
the Employee is not subject to section 16 of the Exchange Act.
27
Section
7. Designation of Beneficiary.
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,
whether the Participant is living
at the time of such receipt,
but without prejudice to the
Company
or the CEO 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
8. 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.
28
Section 9. 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.
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.
29
(b) Any
claim for benefits
hereunder shall be
presented in writing
to the Plan
Administrator for
consideration, grant or
denial. In the
event that a claim
is
denied in whole or in
part by the Plan Administrator, the
claimant, within ninety
days of
receipt of said
claim by the Plan
Administrator, shall receive written
notice of denial. Such notice shall contain:
(1)
a statement of the specific reason or reasons for the denial;
(2)
specific references to the pertinent provisions hereunder on which such
denial is based;
(3)
a description of any additional material or information necessary to perfect
the claim and an explanation of why such material or information is
necessary; and
(4)
an explanation of the following claims review procedure set forth in
paragraph (c) below.
(c) Any
claimant who feels
that a claim has
been improperly denied
in whole or in
part by
the Plan Administrator
may request a
review of the
denial by making
written
application to the Trustee. The claimant shall have the
right to review all
pertinent
documents relating to said claim and
to submit issues and comments in
writing to
the Trustee. Any
person filing an
appeal from the
denial of a claim
must do
so in writing
within sixty days
after receipt of
written notice of
denial.
The
Trustee shall render
a decision regarding
the claim within
sixty days after
receipt
of a request for review, unless
special circumstances require an extension
of time
for processing, in
which case a
decision shall be
rendered within a
reasonable time,
but not later than 120 days after receipt of the request for review.
claim in
whole or in part, shall set forth the
same information as is required in an
initial notice of denial by the Plan Administrator, other than
an explanation of this
claims review
procedure. The Trustee
shall have
absolute discretion in carrying
out its responsibilities to make its decision of an
appeal, including the authority to
interpret and construe the terms hereunder, and all
interpretations, findings of fact,
and the decision of the
Trustee regarding the appeal shall be final, conclusive and
binding on all parties.
30
(d) Compliance
with the procedures
described in paragraphs
(b) and (c) shall
be a
condition precedent to the filing of
any action to obtain any benefit or enforce any
right which any individual may claim hereunder. Notwithstanding anything to the
contrary in
the Plan, these
paragraphs (b), (c),
and (d) may not
be amended
without the
written consent of
a seventy-five percent
(75%) majority of
Participants and
Beneficiaries and such
paragraphs shall survive
the termination
of this Plan until all benefits accrued hereunder have been paid.
(e)
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.
(f)
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 9
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 9. Any
claim not brought
within such time
shall be waived and forever barred.
Section
10. Rights of Employees and Participants.
Nothing contained
in the Plan (or
in any other
documents related to
this Plan or to
any
Benefit under
the Plan) shall
confer upon any
Employee or Participant
any right to
31
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
11. Determination of Recipients of Awards.
The determination
of those persons
who are entitled
to Awards under an
Incentive
Compensation Plan and
any other such plans
shall be governed
solely by the terms
and
provisions of
the applicable plan,
and the selection
of an Employee as
a Potential
Participant or the
acceptance of an indication of preference
to defer an Award hereunder
shall not in any way entitle such Potential Participant to an Award.
Section
12. Amendment and Termination.
Subject to Paragraph
9(d), the Board reserves
the right to
amend this Plan
from time to
time, to
terminate this Plan
entirely at any
time, and to
delegated 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. In
the event of
termination of the
Plan, the
Chief Executive
Officer, in his sole discretion, may elect to have the Company pay to the
Participant in
one lump sum as
soon as practicable
after termination of
the Plan, the
balance then in the
Participant’s account.
Section
13. Method of Providing Payments.
(a) Nonsegregation.
Amounts deferred pursuant
to this Plan and
the crediting of
amounts to
a Participant’s Deferred
Compensation Account 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 and general
unsecured creditor. While the Company may
32
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 Deferred Compensation Account.
(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
14. 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.
(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
33
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. 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 Benefits 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.
(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
Exchange Act,
this Plan shall
be operated in compliance with 16(b)
of the Exchange Act and, if
any Plan provision or transaction is
found not to comply with section 16(b) of the
34
Exchange Act, 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) of the Exchange
Act without so restricting,
limiting, or
conditioning the Plan with respect to other Participants.
(j)
This Title I
was frozen effective as
of December 31,
2004, and was
replaced by
Title II
of the Plan. The
distribution of amounts
that were earned
and vested
(within the
meaning of Code
section 409A and
official guidance issued
thereunder) under
Title I of the
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 Title I of the Plan.
(k)
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
Key Employee Deferred
Compensation Plan.
ConocoPhillips distributed
its interest in
Phillips 66 to its
shareholders as of the
Distribution. On
and after the
Effective Time, the
Company, other members of
the Affiliated Group (as determined after the Distribution), the Plan, any directors,
officers, or employees of any member of the Affiliated 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 Key Employee
Deferred Compensation Plan.
Further, as
of the Distribution,
the Restricted Stock
and Restricted Stock
Units of
ConocoPhillips shall be
converted into Restricted
Stock and Restricted
Stock Units
of ConocoPhillips and
restricted stock and
restricted stock units of
Phillips 66
as provided in the
Agreement. The amounts
to be credited to
a
Participant's Deferred Compensation Account under Section 4(a) will
be based on
such Restricted Stock
and Restricted Stock Units of ConocoPhillips and restricted
35
stock and restricted stock units of Phillips 66 after the
Distribution.
Furthermore,
with regard to
any valuation that
occurs after the
Distribution and
which requires valuation
of Stock or the
common stock of
Phillips 66
("Phillips 66 Common
Stock"), or of
both, from a time
on or before
the Distribution
and from a time
after the Distribution,
then the following shall
apply, in order to allow the valuation to take
into account the distribution by stock
dividend of
one share of Phillips 66 Common Stock
for each two shares of Stock
held at the Distribution:
(1)
The value of Stock or
of Phillips 66 Common Stock determined as
of any
date after
the Distribution shall
be determined using
market information
related to each;
(2)
The value of Stock determined as of any date on or
before the Distribution
that does
not also require a
valuation of Stock
as of any date
after the
Distribution shall be determined
using market information related to Stock
as it traded on or before the Distribution;
(3)
The value of Stock determined as of any date on
or before the Distribution
that
also requires a valuation of Stock
or of Phillips 66 Common Stock as
of any date after
the Distribution shall
be deemed to
be two-thirds of the
value of Stock determined using
market information related to Stock as it
traded on or before the Distribution; and
(4)
The value of Phillips 66
Common Stock determined as of any
date on or
before the Distribution that also requires a valuation of Stock or of Phillips
66 Common Stock as of any date after
the Distribution shall be deemed to
be one-third
of the value of
Stock determined using
market information
related to Stock as it traded on or before the Distribution.
Section
15. Effective Date of Restated Plan.
Title I
of the Key
Employee Deferred Compensation
Plan of ConocoPhillips
is hereby
amended and restated effective as of January 1, 2020.
36
Executed this ____ day of December 2019, by a duly authorized officer of the Company.
______________________________
Heather G. Sirdashney
Vice President, Human Resources
KEDCP Title I 2020
Restatement 12-19-2019