1
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
OF
CONOCOPHILLIPS
TITLE II
(Effective for benefits earned or vested
after
December 31, 2004)
2020 AMENDMENT AND RESTATEMENT
The
Key Employee Deferred Compensation Plan of
ConocoPhillips, Title II (“Title II”),
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 II was
and remains
subject to the
2013 Restatement of
the Key Employee Deferred
Compensation Plan
of ConocoPhillips, Title
II, which was
effective as of
January 1,
2013, together
with the First
Amendment to Title
II of the Key
Employee Deferred
Compensation Plan of ConocoPhillips (2013 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 be
paid to them
under various
compensation programs or plans by a Participating Subsidiary.
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. The Plan
is sponsored and
maintained by ConocoPhillips Company.
This
Title II of the 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,
2
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)
“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 the
terms of an Award
or of an Incentive
Compensation Plan,
the Long Term
Incentive Compensation Plan,
the Strategic
Incentive Plan,
a Long Term
Incentive Plan, or
any similar plans,
or any
administrative procedure
adopted pursuant thereto,
or (iii) credited
as a result of
an Employee’s voluntary reduction of Salary, or (iv) any other amount determined
by the Committee to be an Award under the Plan.
(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 8.
(c)
“Benefit”
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
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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)
“ConocoPhillips”
successor corporation.
ConocoPhillips is a
publicly held corporation
and the
parent of the Company.
(i)
“Controlled
Group”
(j)
“Deferred Compensation
Account”
maintained for
each Participant in
which is recorded
the amounts of Awards
deferred by a Participant, the
deemed gains, losses, earnings, or expenses accrued
thereon, and
payments made therefrom
all in accordance
with the terms of
the
Plan.
(k)
“Distribution”
Matters Agreement
by and between
ConocoPhillips and Phillips
66 dated as of
April 26, 2012.
(l)
“Effective
Time”
Matters Agreement
by and between
ConocoPhillips and Phillips
66 dated as of
April 26, 2012.
(m)
“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.
(n)
“Eligible
Employee”
Award and at the
time of the Award is classified as a ConocoPhillips salary grade
19 or above or any equivalent salary grade at a Participating Subsidiary.
(o)
“Employee”
Company or any Participating Subsidiary.
(p)
“ERISA”
amended from time to
time, or any successor statute.
(q)
“Exchange
Act”
and in effect
from time to time, or any successor statute.
(r)
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of Section 4(a).
(s)
“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 Controlled Group at any time and rehired by a
member of the Controlled Group
after January 1, 2003, shall not
be considered a
Heritage Conoco Employee for purposes of this Plan.
(t)
“Incentive Compensation
Plan”
Incentive Program,
the Incentive Compensation
Plan of Phillips Petroleum
Company, 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.
(u)
“Long-Term Incentive
Compensation Plan”
Incentive Compensation
Plan of Phillips
Petroleum Company, which was
terminated December 31, 1985.
(v)
“Long-Term Incentive
Plan”
Program, the
ConocoPhillips Executive Restricted
Stock Unit Program, the
ConocoPhillips Restricted
Stock Unit 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.
(w)
“Omnibus Securities
Plan”
Performance Incentive
Plan of ConocoPhillips,
the 2011 Omnibus
Stock and
Performance Incentive
Plan of ConocoPhillips,
the 2009 Omnibus
Stock and
Performance Incentive
Plan of ConocoPhillips,
the 2004 Omnibus
Stock and
Performance Incentive
Plan of ConocoPhillips, the 2002 Omnibus Securities Plan
of Phillips
Petroleum Company, the
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.
(x)
“Participant”
is maintained.
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(y)
“Participating
Subsidiary”
more plans
making participants eligible
for participation in
this Plan and one
or
more Employees of which are Potential Participants.
(z)
“Plan”
shall mean
the Key Employee
Deferred Compensation Plan of
ConocoPhillips. The Plan is sponsored and maintained by the Company.
(aa)
“Plan
Administrator”
(bb)
“Plan Year ”
shall mean January 1 through December 31.
(cc)
“Potential
Participant”
in Section 2.
(dd)
“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.
(ee)
“Retirement”
“Retire”
“Retiring”
from the
Controlled Group on or after age 55 or above
and on or after the earliest
early retirement
date as defined
in applicable title
of the ConocoPhillips
Retirement
Plan or of the applicable retirement plan of a Participating Company.
(ff)
“Schedule A
Employee”
Schedule A attached to and made a part of this Plan.
(gg)
“Separation from
Service”
separates from
service with the
Controlled Group within
the meaning of Code
section 409A, whether by reason
of death, disability, retirement, or otherwise. In
determining Separation from
Service, with regard to a bona fide
leave of absence
that is due
to any medically determinable physical or
mental impairment that can
be expected
to result in death or can be expected to last for a continuous period of
not less
than six months,
where such impairment
causes the Employee
to be
unable to
perform the duties
of his or her
position of employment
or any
substantially
similar position of employment, a 29-month
period of absence shall
be substituted
for the six-month
period set forth in
section 1.409A-1(h)(1)(i) of
the
regulations issued under section 409A of the Code, as allowed thereunder.
(hh)
“Settlement
Date”
Compensation Plan,
a Long-Term Incentive
Plan, or the
Long-Term Incentive
6
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.
(ii)
“Salary”
adjustments for any before-tax voluntary reductions.
(jj)
“Stock”
(kk)
“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.
(ll)
“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.
(mm)
“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 after 2008, at
such times as the
Plan Administrator
may determine, Eligible
Employees who are
expected to be
eligible to receive
an Award for the immediately following calendar year under an
Incentive
Compensation Plan will be notified and
given the opportunity to make
an election,
using the Election
Form or in such
other manner prescribed
by the
Plan Administrator,
to defer all or
part of such Award
(although with regard to
deferral of
an Award from the
Performance Share Program
for Performance
Period XI [2013 -2015], an election may defer either none or all
of the Award, not
a part less than all
thereof); provided, however, that in the case of an Award under
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an Incentive
Compensation Plan determined
by the Plan
Administrator to be
"performance-based compensation"
under Code section
409A, the Plan
Administrator may
delay the notification
and opportunity to
make an election
until no later than
June 30 of the year for which the Award is to be
made.
(b)
Salary Reduction.
With regard to each
Plan Year, at such
times as the Plan
Administrator may determine,
Eligible Employees on the U.S. dollar
payroll will
be notified
and given the
opportunity to make
an election, using
the Election
Form or
in such other
manner prescribed by
the Plan Administrator,
to make a
voluntary
reduction of Salary for each pay
period of the following calendar year,
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 Eligible Employee’s Salary per pay period.
(c)
Long-Term Incentive
Plan. With regard
to each Plan Year,
at such times as
the
Plan Administrator may determine, Employees
who are expected to be eligible to
receive an Award for services
rendered during a performance period beginning in
the immediately
following calendar year
under a Long-Term Incentive
Plan will
be notified
and given the
opportunity to make
an election, using
the Election
Form or in such other manner prescribed by
the Plan Administrator, to defer all or
part of such Award ; provided, that
this paragraph shall not apply to Awards made
under the Restricted Stock
Unit Program
or its predecessor, the
Restricted Stock
Program; and
provided, further, that
this paragraph shall
be effective only with
regard to
Awards made pursuant
to the Performance
Share Program for
performance periods
beginning in 2013
or thereafter; and
provided, further, that
this paragraph
shall be effective
with regard to
Awards made pursuant
to the
Executive Restricted
Stock Unit Program in 2018 and 2019
but shall not apply to
Awards made
pursuant to the
Executive Restricted Stock
Unit Program for
Awards
made after December 31, 2019
Section
3. Election to Defer Award or Reduce Salary.
(a)
Incentive Compensation Plan. If
a Potential Participant elects to defer
under this
Plan all
or any part of
the Award to which
a notice received
under Section 2(a)
8
pertains, the
Potential Participant must
make such election,
using the Election
Form
or in such other manner prescribed
by the Plan Administrator, which must
be received
on or before
December 31 of the
year in which said
Section 2(a)
notice was
received (or at
such earlier time
as may be
prescribed by the Plan
Administrator). The
Potential Participant's election
shall become irrevocable on
December 31 of the year in which said Section 2(a) notice was received (except in
the case
of an election for
an Award under an
Incentive Compensation Plan
determined by
the Plan Administrator
to be "performance-based compensation"
under Code section 409A, the election shall
become irrevocable on June 30 of the
year for
which the Award
is to be made,
if so designated
by the Plan
Administrator), subject
to the provisions
Section 5(d). If
an election is not
properly made
and timely received,
the Potential Participant
will be deemed to
have elected
to receive and not
to defer any such
Incentive Compensation Plan
Award.
(b)
Salary Reduction. If a Potential
Participant elects to voluntarily reduce Salary to
which a
notice received under
Section 2(b) pertains
and receive an Award
hereunder in
lieu thereof, the
Potential Participant must
make an election, using
the Election Form or in
such other manner prescribed by the
Plan Administrator,
which must be received on or
before December 31 (or such earlier time as may be
prescribed by the Plan
Administrator) prior to the beginning
of the Plan Year of
the elected
deferral. 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 December
31 prior to
the beginning
of the Plan Year,
subject to the
provisions Section 5(d).
If an
election is not properly made and timely received, the
Potential Participant will be
deemed to have elected to receive and not to defer any such Salary.
(c)
Long-Term Incentive
Plan. If a
Potential Participant elects
to defer under this
Plan all
or any part of
the Award to which
a notice received
under Section 2(c)
pertains, the
Potential Participant must
make such election,
using the Election
Form
or in such other manner prescribed
by the Plan Administrator, which must
be received
on or before
December 31 of the
year in which said
Section 2(c)
notice was
received (or at
such earlier time
as may be
prescribed by the Plan
9
Administrator). The
Potential Participant's election
shall become irrevocable on
December 31 of the year
in which said Section 2(c) notice
was received, subject
to the
provisions Section 5(d).
If an election is
not properly made
and timely
received, the
Potential Participant
will be deemed to
have elected to receive and
not to defer any such Long-Term Incentive Plan Award.
Section
4. Deferred Compensation Accounts.
(a)
Credit for Deferral. Amounts deferred pursuant to Section 3(a)
will be credited to
a
Deferred Compensation Account for the Participant
for the Plan Year in which
the amounts
are deferred not
later than 30 days
after the Settlement
Date of the
Incentive Compensation
Plan.
credited to a Deferred Compensation Account for the Participant for the Plan Year
in which
such amounts are
deferred not later
than 30 days after
the date the
Award or Salary would
otherwise be payable.
provides that,
in certain instances
the Restricted Stock
or Restricted Stock Units
shall be
cancelled and a
market value in
lieu thereof be
credited to a Deferred
Compensation Account for the Participant, then the market value shall
be credited
to a
Deferred Compensation Account
for the Participant
as of the day
that the
Award in the form of
Restricted Stock or Restricted Stock Units is cancelled. For
Awards deferred under Section 3(c), the market value of the underlying Restricted
Stock or the shares represented
by the Restricted Stock units under
a Long-Term
Incentive Plan shall be the
Fair Market Value defined in the agreement pertaining
to the Award on the Settlement Date of
the Award (or if such agreement does not
define Fair
Market Value, then
the definition of
Fair Market Value
under the
Omnibus Securities
Plan under which
the Award was made
shall be used). For
other Awards, following shall apply:
(1)
The market
value of the
underlying Restricted Stock
or the shares
represented by
the Restricted Stock
Units awarded under
a Long Term
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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.
(2)
For Awards made prior to
those times, the 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
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.
(b)
Designation of
Investments. The amount
in each Deferred Compensation
Account of
a Participant 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
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 ConocoPhillips, or
his successor. The Chief
Financial Officer
of ConocoPhillips may
include as eligible
securities, stocks
listed on
a national securities
exchange, and bonds,
notes, or 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
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by investment
companies commonly known
as “mutual funds.”
The Deferred
Compensation Accounts
of a Participant
will be adjusted to
reflect the deemed
gains, losses,
earnings, or expenses
as though the
amount deferred was actually
invested and reinvested in the
eligible securities for each Deferred Compensation
Account of the Participant.
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
Deferred Compensation Account
of a Participant, 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).
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
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.
(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. Payments shall be
made on the dates
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specified in
the elections of
the Participant; provided,
however, that the
Participant shall
have no right to
complain or make a
claim about the
date of a
payment if
such payment is
made no earlier
than 30 days prior
to the specified
date and
no later than the
end of the
calendar year in
which such specified date
falls (or,
if later, by the
15
th
specified date).
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, all
members of the Controlled Group, 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
Accounts, the amounts credited or debited to
such account since the last statement
and the
payment schedule of
deferred Awards, and
deemed gains, losses,
earnings,
or expenses 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.
Section
5. Payments from Deferred Compensation Accounts.
(a)
Election of
Method of Payment.
At the time a
Potential Participant submits an
election to
defer all or any
part of an Award
under an Incentive Compensation
Plan as provided in Section 3(a)
above or to reduce any part of salary as provided
in Section 3(b) above or
to defer all or any part
of an Award under a Long-Term
Incentive Plan
as provided in
Section 3(c) above,
the Potential Participant shall
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also elect, using the Election Form or in such other 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 or
salary adjusted for
any deemed
gains, losses, earnings,
or expenses accrued
thereon credited to the
Participant’s Deferred
Compensation Account under
this Plan. Subject to
Paragraph (d)
of this Section,
the election of
the method of
payment of the
amount deferred
shall become irrevocable
on December 31 of
the year in which
the applicable Section 2(a), (b),
or (c) notice was received
(except in the case of
an election
for an Award under
an Incentive Compensation
Plan determined by
the Plan
Administrator to be
“performance-based compensation” under Code
section 409A,
the election shall
become irrevocable on
June 30 of the
year in
which said
Section 2(a) notice
was received, if so
designated by the Plan
Administrator). If
an election does
not properly indicate
a time and method
of
payment, the Potential
Participant will be deemed to have
elected to receive such
payment in
a single lump sum
at the earlier of
death or the first
of the 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 mad after
December 31, 2019,
twelve (12) months
after the
date of the Participant’s Separation from
Service other than by death.
(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 or salary or
an Award under a
Long-Term Incentive
Plan, described in
Sections 3(a), (b),
and (c) respectively
(adjusted for
any deemed gains,
losses, earnings, or
expenses accrued thereon)
paid,
provided that, for elections after December
31, 2019, no first payment shall
commence later than the
100
th
(1)
(After
Separation from
Service)
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 the
first calendar quarter which is
on or after one
year from the Participant’s
Separation from
Service and is no
longer than five
years from the
Participant’s Separation
from Service, subject
to Paragraph (d)
of this
14
Section, or
(2)
(Date
Certain)
Compensation
Award or of salary (but
only with respect to salary earned
on or after January 1, 2015) or of
an Award under
a Long-Term Incentive
Plan (described
in Sections 3(a),
(b), and (c)
respectively), 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 calendar quarter
which is designated by
the Participant, is at least
one year after the date on
which the election is
made, subject to
Paragraph (d) of this Section.
(3)
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), payment shall
be made
on the
earlier of the
death or the date
which is the first
of the 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) twelve (12) months after
the date of the Participant’s Separation from
Service, whether
by retirement, disability,
or otherwise (other
than by
death), of the Participant, subject to Paragraph (d) of this Section.
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
a Long-
Term
Incentive Plan Award
deferred pursuant to
Section 3(c) (adjusted
for any
deemed gains,
losses, earnings, or
expenses accrued thereon)
paid at such times
and in such manner as set forth on such Election Form, subject to Paragraph (d) of
this Section.
(c)
Method of Payment of the Value of
Certain Restricted Stock and Restricted Stock
Units. If an Award (other than an
Award deferred pursuant to Section 3(c)) in the
form of
Restricted Stock or
Restricted Stock Units
provides that in certain
instances the Restricted Stock
or Restricted Stock Units shall be
cancelled and a
market value in
lieu thereof be credited to a
Deferred Compensation Account for
the Participant,
payment of such Deferred
Compensation Account shall be made
on the earlier of the death or the date
which is the first of the calendar quarter that
is (i)
with regard to
elections made before
January 1, 2020,
six (6) months after
15
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
Separation from
Service, whether by
retirement, disability, or
otherwise (than
death), of the Participant, subject to Paragraph (d) of this Section.
(d)
Change in
Time or Form of
Payment. A Participant
may make an
election to
change the time or
form of payment elected or set under Section 5
(including this
Paragraph (d)), but only if the following rules are satisfied:
(1)
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;
(2)
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;
(3)
Such payment may commence as of the beginning of any calendar quarter;
(4)
An election to receive payments in installments
shall be treated as a single
payment
for purposes of these rules;
(5)
The election
may not result in
an impermissible acceleration
of payment
prohibited under Code section 409A;
(6)
No more
than three (3)
such elections shall
be permitted with
respect to
each Deferred Compensation Account of a Participant; and
(7)
For changes
made after December
31, 2019, no first
payment may be
scheduled to
commence after the
100
th
(e)
Effect of
Taxation. If a
portion of a
Participant’s Benefits under
the Plan (and
gains, losses,
earnings, or expenses
thereon) is includible
in income under Code
section 409A, such portion shall be distributed immediately to the Participant.
(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 determined in
accordance with Section
8., shall
receive payments
in accordance with
the payment option
selected by the
16
Participant or,
if no payment
option was properly
and timely selected
by the
Participant with
regard to a
Deferred Compensation Account,
upon the death of
the Participant.
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”) and 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
may, in a manner prescribed by the Plan Administrator, make an
election to
voluntarily reduce salary
and defer the
amount of the
voluntary salary
reduction for salary
received for 2005 and receive a salary deferral credit under this Plan;
provided, that all of the
Plan provisions (other than eligibility to
participate) shall apply
to such an election.
Section
7. Schedule A Employees.
Notwithstanding any
earlier election or
indication of preference
to participate in
voluntary
salary reductions to be deferred into the Plan
in 2005 or deferrals into the Plan
in
2005 of Awards under an Incentive
Compensation Plan, Schedule A Employees shall
have their
participation in the
Plan for 2005
revoked as to the
salary reductions or
Incentive Compensation
Plan Award or
both, as indicated
on Schedule A to
this Plan.
Any such
deferrals made in
2005 for such
Schedule A Employees
shall be returned to
them (together
with any gains,
losses, earnings, or
expenses thereon) on
or before
December 31, 2005.
17
Section 8. 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,
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
9. Acceleration of Payment of Benefits.
Notwithstanding any
other provision of
this Plan to the
contrary, except as
provided in
Section 18(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
18
be distributed
immediately to the
Participant in accordance
with section
1.409A-
3(j)(4)(vii) of the Treasury regulations.
Section
10. 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.
Section
11. 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
19
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.
Section 11.1 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;
20
(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
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
21
(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
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.
22
(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
11.1 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 11.1. Any claim not brought within such
time shall be waived and
forever barred.
Section
12. 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
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
13. 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
or program, 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
14. 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
23
operate to assure the viability
of the Benefits of Participants employed
in such countries
and to meet the purpose of this
Plan.
Section 15. Amendment and Termination.
The Board
reserves the right to amend this Plan from
time to time, to terminate this 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
16. Method of Providing Payments.
(a)
Nonsegregation. Amounts
deferred pursuant to
this Plan and the
crediting of
amounts to
a Participant’s Deferred
Compensation 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 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 Deferred Compensation 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.
24
Section 17. 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
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
25
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 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
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 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
26
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 Title
II replaced Title
I of the 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
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.
(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
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, ConocoPhillips,
other members of
the Controlled Group (as 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
Key Employee
Deferred Compensation Plan.
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.
27
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
stock and restricted stock units of Phillips 66 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.
28
Section 18. Effective Date of the Restated Plan.
Title II
of the Key
Employee Deferred Compensation
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
KEDCP Title II 2020 Restatement 12-19-2019
29
APPENDIX A
SELECT NEW HIRES
TO TITLE II OF
THE KEY EMPLOYEE
DEFERRED COMEPNSATION PLAN OF
CONOCOPHILLIPS
For Select New Hires, as set forth in resolutions adopted from time to time by the Human
Resources and Compensation Committee of
the Board of Directors of ConocoPhillips, or
its successor, the following provisions apply:
1. The
Select New Hire
will, effective on
the first day of
employment with the
Controlled Group,
become a Participant
in Title II of
the Key Employee Deferred
Compensation Plan
of ConocoPhillips. A
Deferred Compensation Account
will be
created for
the Select New
Hire in the Plan.
The amount set
forth in the applicable
resolution will
be credited to the
Deferred Compensation Account
for the Select New
Hire not
later than 30 days
after the first
day of employment
of the Select New
Hire.
Section 5(a) of
the Plan shall be disregarded with
respect to the Deferred Compensation
Account, and in lieu thereof the Select New
Hire shall be asked to complete and return to
the Plan Administrator election forms to set
the time and form of distribution with regard
to the
Deferred Compensation Account
either before the
first day of
employment or no
later than 30
days after t he first day of employment. Other than with regard to
the timing
of the initial distribution election (as
set forth in the preceding sentence), other provisions
of Section
5 of the Plan
shall apply to the
Deferred Compensation Account, including
default provisions in the event that
a properly completed initial distribution election form
is not
received within the
time set forth in
the preceding sentence.
For purposes of
Section 5(b)(ii)
of the Plan, the
amount set forth in
the applicable resolution
shall be
considered to be a deferred portion of an Incentive Compensation Plan award.
30
2. The
resolution granting participation
to the Select New
Hire will also set
the
vesting schedule for the Deferred Compensation Account
provided pursuant to paragraph
1 of this Appendix.
3. All other provisions of the Plan
will apply to the Deferred Compensation Account
and the Select New Hire as a Participant in the Plan.
4. Nothing
in this Appendix is
intended to affect
the other operations
of the Plan,
such
as Salary reductions and deferrals or
Incentive Compensation Plan deferrals. If the
Select New Hire is, under
the provisions of the Plan, otherwise
eligible to, participate in
the Plan,
the Select New Hire may do so in accordance with those provisions.
31
SCHEDULE
A
TO TITLE II OF THE
KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
CONOCOPHILLIPS
For Schedule A Employees, as defined in Title II of
the Key Employee Deferred
Compensation Plan of ConocoPhillips, the following table shows the Employee Number,
Name of the Employee, and whether the Employee revoked salary deferral or Incentive
Compensation Plan Award deferral or both with regard to deferrals made in 2005:
Employee
Number
Employee
Revoke
Salary
Deferral
Revoke Incentive
Compensation Plan
Deferral
012851
Farace, Sam A.
Yes
Yes
031006
Readal, Thomas C.
Yes
Yes
123415
Harpole, Kenneth J.
Yes
Yes
276875
Flesher, Robert G.
Yes
Yes
374304
Haynes, Thomas E.
No
Yes
494503
Halter, Donald J.
No
Yes
812045
Smith, Robert L.
Yes
Yes
867263
Fuhr, Kris J.
No
Yes
872498
Thompson, David A.
Yes
Yes