Amendment and Restatement of ConocoPhillips Executive Severance Plan, dated January 15
Contract Categories:
Human Resources
- Severance Agreements
EX-10.2 3 d033121dex102.htm EX-10.2 d033121dex102
Exhibit 10. 2
1
ORIGINAL FOR EXECUTION
APPROVED VICE PRESIDENT HUMAN RESOURCES
EFFECTIVE JANUARY 15, 202 1
CONOCOPHILLIPS
EXECUTIVE SEVERANCE PLAN
(Amended and Restated Effective as of January 15, 202 1)
Effective October 1, 2004, the Company adopted the ConocoPhillips Executive
Severance Plan (the "Plan") for the benefit of certain employees of the Company and its
subsidiaries. It was amended and restated effective January 1, 2005 and December 31, 2008. This
amendment and restatement of the Plan shall be effective January 15, 202 1. Any Eligible
Employee (as defined below) having a Severance Date (as defined below) prior to January 15,
202 1, shall have benefits under this Plan determined in accordance with the provisions of this Plan
as they existed prior to this amendment and restatement. Any Eligible Employee (as defined
below) having a Severance Date (as defined below) on or after January 15, 202 1, shall have
benefits under this Plan determined in accordance with the provisions of this Plan pursuant to this
amendment and restatement. All capitalized terms used herein are defined in Section 1 hereof.
This Plan is intended to be a plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees, within the
meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended and shall
be interpreted in a manner consistent with such intention.
SECTION
1
.
DEFINITIONS
. As hereinafte
r used:
1
.1
"Board" means the Board of Directors of the Company.
1.2
"Cause" means (i)
the willful and continued failure by the Eligible Employee to
substantially perform the Eligible Employee's duties with the Employer (other than any such
failure resulting from the Eligible Employee's incapacity due to physical or mental illness), or
(ii) the willful engaging, not in good faith, by the Eligible Employee in conduct which is
demonstrably injurious to the Company or any of its subsidiaries, monetarily or otherwise.
1
.3
"Code" means the Internal Revenue Code of 1986, as it may be amended from time to time.
1
.4
"Company" means ConocoPhillips or any successors
thereto.
1.5
“Controlled Group” shall mean
ConocoPhillips
and its Subsidiaries.
1
.
6
"Credited Compensation" of a Severed Employee means the aggregate of the Severed
Employee's annual base salary plus his or her annual incentive compensation, each as further
described below. For purposes of this definition, (a) annual base salary shall be determined
immediately prior to the Severance Date and (b) annual incentive compensation shall be deemed
to equal the Severed Employee’s most recently established target (determined at one hundred
percent of target) for annual incentive compensation for such employee prior to such employee’s
Severance Date pursuant to the Variable Cash Incentive Program or its successor program
maintain ed by the Employer .
Exhibit 10. 2
2
1.
7
"Effective Date" means, as applicable, the date first stated above as the original effective
date of this Plan or the effective date of this Plan as amended and restated.
1
.
8
"Eligible Employee" means
any employee that is a Tier
1 Employee or a Tier
2 Employee,
other than those employees who are listed on Exhibit B.
1
.
9
"Employer" means the Company or any of its subsidiaries.
1
.
10
"Person" mean
s any individual, firm, corporation, partnership, association, trust,
unincorporated organization, or other entity.
1
.1
1
"Plan" means the ConocoPhillips Executive Severance Plan, as set forth herein, as it may
be amended from time to time.
1
.1
2
"Plan Administrator" means the person or persons appointed from time to time by the
Board, which appointment may be revoked at any time by the Board.
1
.1
3
"Retirement
Plans" means the ConocoPhillips Retirement Plan and the ConocoPhillips Key
Employee Supplemental Retirement Plan.
1.14
“
Salary Grade
”
means a classification level for Employees under the practices of the
Company [this is ConocoPhillips Company]. Where Salary Grades are used in this Procedure,
they are depicted under the U.S. practices for the Company. Practices may vary in other countries
or particular subsidiaries, and Salary Grades shall be transposed as necessary to reflect the practice
in the relevan t country or subsidiary.
1.1
5
"Separation from Service" means
the date on which the Participant separates from service
with the Controlled Group within the meaning of Code section 409A, whether by reason of death,
disability, retirement, or otherwise. In determining Separation from Service, with regard to a bona
fide leave of absence that is due to any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a continuous period of not less than
six months, where such impairment causes the Employee to be unable to perform the duties of his
or her position of employment or any substa ntially similar position of employment, a 29-month
period of absence shall be substituted for the six-month period set forth in section 1.409A-
1(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder.
1
.1
6
"Severance" means the termination of an Eligible Employee's employment with the
Employer by the Employer other than for Cause. An Eligible Employee will not be considered to
have incurred a Severance if his employment is discontinued by reason of the Eligible Employee's
death or a physical or mental condition causing such Eligible Employee's inability to substantially
perform his duties with the Employer and entitling him or her to benefits under any long-term
sick
pay or disability income policy or program of the Employer. Furthermore, an Eligible Employee
will not be considered to have incurred a Severance if employment with the Employer is
discontinued after the Eligible Employee has been offered employment with another employer that
has purchased a subsidiary or division of the Company or all or substantially all of the assets of a
subsidiary or division of the Company and the offer of employment from the other employer is at
the same or greater salary and the same or greater target bonus as the Eligible Employee has at that
time from the Employer. Still further, an Eligible Employee will not be considered to have
incurred a Severance if employment with the Employer is discontinued and the Eligible Employee
is also eligible for payments under the ConocoPhillips Key Employee Change in Control
Severance Plan, effective October 1, 2004, or as subsequently amended, or under the Conoco Inc.
Key Employee Severance Plan, as amended and restated effective October 1, 2001, and as
Exhibit 10. 2
3
subsequently amende d. Furthermore, in order to be considered a Severance, the termination must
also meet the requirements of a Separation from Service.
1
.1
7
"Severance Date" means the date on which an Eligible Employee incurs a Severance.
1
.1
8
"Severance Pay" means the payment determined pursuant to Section
2.1 hereof.
1
.1
9
"Severed Employee" means an Eligible Employee who has incurred a Severance.
1.
20
"Subsi
di
ary" means
any
corporation or other entity that is treated as a single employer with
ConocoPhillips , under section 414(b) or (c) of the Code; provided, that in making this
determination, in applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining
a controlled group of corporations under section 414(b) of the Code and for purposes of
determining trades or businesses (whether or not incorporated) under common control under
regulation section 1.414(c) -2 for purposes of section 414(c) of the Code, the language “at least
80%” shall be used without substitution as allowed under regulations pursuant to section 409A of
the Code.
1
.
2
1
"Tier 1 Employee" means any employee of the Employer who is in
Salary Grade
26 or
above (under the Salary Grade schedule of the Company on the Effective Date, with appropriate
adjustment for any subsequent change in such Salary Grade schedule) on the Severance Date.
1
.
2
2
"Tier 2 Employee" means any employee of the Empl
oyer, other than a Tier 1 Employee,
who is in Salary Grade 23 or above (under the Salary Grade schedule of the Company on the
Effective Date, with appropriate adjustment for any subsequent change in such Salary Grade
schedule) on the Severance Date.
SECTI
ON
2
.
BENEFITS
.
2
.
1
Subject to Section
2.7
, each Severed Employee shall be entitled to receive Severance Pay
equal to the sum of the amounts determined under Sections 2.1(a), (b), and (c). Furthermore, for
purposes of Employer compensation plans, programs, and arrangements, each Severed Employee
shall be considered to have been laid off by the Employer.
(a)
The amount that is the Severed Employee's Credited Compensation, multiplied by
(i) 2, in the case of a Tier 1 Employee or (ii) 1.5 in the case of a Tier 2 Employee.
(b)
The amount that is th
e present value, determined as of the Severed Employee's
Severance Date, of the increase in benefits under the Retirement Plans that would
result if the Severed Employee was credited with the following number of
additional years of age and service under the Retirement Plans: (i) 2, in the case of
a Tier 1 Employee or (ii) 1.5, in the case of a Tier 2 Employee; provided, however,
that in calculating (b), if the Severed Employee is entitled under the Retirement
Plans to any additional credited service due to the circumstances of the Severed
Employee’s termination, then the amount of the present value of the increased
benefits called for in the determination of (b) shall be reduced by the amount of the
present value of the increased benefits under the Retirement Plans calculated after
taking into account the circumstances of the Severed Employee’s termination, but
not below zero. Present value shall be determined based on the assumptions
utilized under the ConocoPhillips Retirement Plan for purposes of determining
contributions under Code Section 412 for the most recently completed plan year.
(c)
The amount that is equal to either (i) or (ii), as applicable, plus either (iii) or (iv),
as applicable, plus (v), if applicable, plus (vi), if applicable:
Exhibit 10. 2
4
(i)
If the Severed Employee was enrolled in company-sponsored medical
coverage on the Severance Date, an amount equal to 6 times the difference
between the COBRA participant contribution rate and the active employee
contribution rate, each as of the Severance Date, for the type of coverage
in which the Tier 2 Employee was enrolled.
(ii)
If the Severed Employee was not enrolled in company-sponsored medical
coverage on the Severance Date, an amount equal to 18 times the
difference between the COBRA participant contribution rate and the
active employee contribution rate, each as of the Severance Date, for
medical coverage.
(iii)
If the Severed Employee was enrolled in company-sponsored dental
coverage on the Severance Date, an amount equal to 6 times the difference
between the COBRA participant contribution rate and the active employee
contribution rate, each as of the Severance Date, for the type of coverage
in which the Tier 2 Employee was enrolled.
(iv)
If the Severed Employee was not enrolled in company-sponsored dental
coverage on the Severance Date, an amount equal to 18 times the
difference between the COBRA participant contribution rate and the
active employee contribution rate, each as of the Severance Date, for
dental coverage.
(v)
In the case of a Tier 1 Employee, an amount equal to the sum of 6 times
the COBRA participant contribution rate, as of the Severance Date, for
medical coverage plus 6 times the COBRA participant contribution rate,
as of the Severance Date, for dental coverage.
(vi)
If any persons qualified as eligible dependents of the Severed Employee
under the applicable company-sponsored medical or dental coverage in
which the Severed Employee was enrolled on the Severance Date, an
amount equal to the sum of the differences, for each such eligible
dependent, between the COBRA eligible dependent contribution rate and
the eligible dependent contribution rate for eligible dependents of active
employees, each as of the Severance Date, for the medical and/or dental
coverage in which the Severed Employee was enrolled on the Severance
Date, as applicable, times the factor set forth in the applicable Section
2.1(c)(i) or (ii), (c)(iii) or (iv), and (c)(v); provided, that if the Severed
Employee was not enrolled for medical or dental coverage, then the
eligibility and amount for each dependent shall be determined as if the
Severed Employee had been enrolled in medical coverage or dental
coverage, as applicable, on the Severance Date.
2
.
2
Subject to Section 2.7, Severance
Pay (as well as any amount payable pursuant to Section
2.4 hereof) shall be paid to an eligible Severed Employee in a cash lump sum on the first business
day immediately following 10 days after the end of the period for executing and delivering the
Severed Employee's release, as set forth in Section 2.7.
2
.
3
Subject to Section 2.7, for a period of (a) 24 months, in the case of a Tier 1 Employee or
(b) 18 months, in the case of a Tier 2 Employee, beginning the first of the month following the
termination of active employee benefits, the Company shall arrange to provide the Severed
Employee and his eligible dependents certain benefits, as enumerated below, similar to those the
Severed Employee and his eligible dependents had immediately prior to the Severed Employee's
Severance Date. These benefits will be provided at no greater cost to the Severed Employee than
active employee rates for the plan year of coverage provided the benefits continue to be offered
by the Company to active employees and the Severed Employee and his eligible dependents
Exhibit 10. 2
5
meet the same eligibility criteria for the benefits as an active employee and dependents of an
active employee. Depending on coverages prior to the Severed Employee's Severance Date, these
benefits could include the following, but do not include any other benefits offered by the
Company: Life Insurance, which includes Basic, Executive Basic, Supplemental, and Dependent
Life; and Personal Accident Insur ance. Severed employees may also continue Long Term Care
and Executive Life directly through the vendor to be paid for by the Severed Employee. Nothing
herein shall prevent a Severed Employee or eligible dependents of a Severed Employee from
electing to receive COBRA continuation coverage of health benefits subject to COBRA, in
accordance with the applicable provisions of the law and the applicable plans. While as an
active employee the Severed Employee may have been able to make employee contributions or
pay premiums for certain coverage through a pre-tax salary reduction arrangement, that will not
continue after the Severed Employee's Severance Date. The cost of these benefits will not be
adjusted to reflect that the Severed Employee's cost will no lon ger be pre-tax. All other active
employee benefits, not specifically mentioned above, are excluded, although if any of the
benefits specifically mentioned above are replaced with a similar benefit after the Severed
Employee's Severance Date, such replacement benefits are to be considered as mentioned
specifically above even though their names, terms, and conditions may have been changed. Such
benefits shall not be provided (except to the extent as may be required by law) during any period
when the Severed Employee is eligible to receive such benefits from another employer or from
an Employer or if the Severed Employee has resumed working for an Employer. The Severed
Employee is obligated to inform the Company when or if they become eligible to receive such
benefits from another employer.
2
.4
Each Severed Employee shall be entitled to receive the employee's full salary through the
Severance Date and, subject to Section 2.7 but notwithstanding any provision of the Company's
Vari able Cash Incentive Program or similar annual bonus incentive plan to the contrary, shall be
eligible for consideration for an award under such program or plan when awards are made with
regard to the fiscal year under such program or plan in which the Severance Date occurred.
2
.5
Each party to any dispute concerning this Plan shall be responsible for that party’s own
legal fees and expenses; provided, however, that the arbitrator appointed pursuant to Section 3.2
of this Plan may award reasonable legal fees and expenses to an Eligible Employee if the arbitrator
determines that the Company’s denial of the claim of the Eligible Employee was not reasonable.
2
.6
The Company shall be en
titled to withhold and/or to cause to be withheld from amounts to
be paid to the Severed Employee hereunder any federal, state, or local withholding or other taxes
or charges which it is from time to time required to withhold.
2
.7
No Severed Employee shall be eligible to receive Severance Pay or other benefits under
the Plan unless he or she first executes a written release substantially in the form attached as
Exhibit A hereto (or, if the Severed Employee was not a United States employee, a similar release
which is in accordance with the applicable laws in the relevant jurisdiction) and, to the extent such
release is revocable by its terms, only if the Severed Employee does not revoke it, and unless he
or she also, at the request of the Company, executes a written agreement not to compete with the
Company, with such terms and conditions as may be proposed by the Company at the time. Such
release and, if requested, such agreement not to compete must be executed and delivered to the
Company within 30 days of the Employee’s Severance Date.
SECTION
3
.
PLAN ADMINISTRATION
.
3
.
1
The Plan Administrator shall administer the Plan and may interpret
the Plan, prescribe,
amend, and rescind rules and regulations under the Plan and make all other determinations
Exhibit 10. 2
6
necessary or advisable for the administration of the Plan, subject to the provisions of the Plan. The
Plan Administrator shall have absolute discretion and authority in carrying out its responsibilities,
and all interpretations of the Plan, determinations of eligibility under the Plan, determinations to
grant or deny benefits under the Plan, or findings of fact or resolutions related to the Plan and its
administration that are made by the Plan Administrator shall be binding, final, and conclusive on
all parties.
3
.
2
In the event of a claim by an Eligible Employee as to the amount or timi
ng of any payment
or benefit, such Eligible Employee shall present the reason for his or her claim in writing to the
Plan Administrator. The Plan Administrator shall, within 14 days after receipt of such written
claim, send a written notification to the Eligible Employee as to its disposition. Except as provided
in the preceding portion of this Section 3.2, all disputes under this Plan shall be settled exclusively
by binding arbitration in Houston, Texas, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.
3
.
3
The Plan Administrator may delegate any of its duties hereunder to such
person or persons
from time to time as it may designate.
3
.
4
The Plan Administrator is empowered, on behalf of the Plan, to engage accountants, legal
counsel, and such other personnel as it deems necessary or advisable to assist it in the performance
of its duties under the Plan. The functions of any such persons engaged by the Plan Administrator
shall be limited to the specified services and duties for which they are engaged, and such persons
shall have no other duties, obligations or responsibilities under the Plan. Such persons shall
exercise no discretionary authority or discretionary control respecting the management of the Plan.
All reasonable expenses thereof shall be borne by the Employer.
SECTION
4
.
DURATION; AMENDMENT; AND TERMINATION
.
4.1
This Plan shall be effective on the Effective Date. This Plan shall continue in effect unless
and until it is terminated as provided in Section 4.2 .
4.2
This Plan may be amended from time to time during its term by the Company acting
through its Board of Directors or, to the extent authorized by the Board of Directors, its officers.
The Company may, by action of its Board of Directors, terminate this Plan at any time.
SECTION
5
.
GENERAL PROVISIONS
.
5
.
1
Except as otherwise provided herein or by law, no right or interest of any Eligible
Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or
by operation of law or otherwise, including without limitation by execution, levy, garnishment,
attachment, pledge, or in any manner; no attempted assignment or transfer thereof shall be
effective; and no right or interest of any Eligible Employee under the Plan shall be liable for, or
subject to, any obligation or liability of such Eligible Employee. When a payment is due under
this Plan to a Severed Employee who is unable to care for his or her affairs, payment may be made
directly to his or her legal guardian or personal representative.
5
.
2
If any Employer is obligated by law or by contract to pay severance pay, a
termination
indemnity, notice pay, or the like, to a Severed Employee, or if any Employer is obligated by law
to provide advance notice of separation ("Notice Period") to a Severed Employee, then any
Severance Pay hereunder to such Severed Employee shall be reduced by the amount of any such
severance pay, termination indemnity, notice pay, or the like, as applicable, and by the amount of
Exhibit 10. 2
7
any compensation received during any Notice Period. This provision specifically includes any
payments or obligations under the ConocoPhillips Severance Pay Plan, as effective March 13,
2004, and as subsequently amended. Furthermore, if an Eligible Employee has willful and bad
faith conduct demonstrably injurious to Company or its subsidiaries, monetarily or otherwise, after
receiving Severance Pay, the Company may offset an amount equal to such Severance Pay against
any other amounts due from other plans or programs, unless otherwise required by law.
5
.
3
Neither
the establishment of the Plan, nor any modification thereof, nor the creation of any
fund, trust, or account, nor the payment of any benefits shall be construed as giving any Eligible
Employee, or any person whomsoever, the right to be retained in the service of the Employer, and
all Eligible Employees shall remain subject to discharge to the same extent as if the Plan had never
been adopted.
5
.
4
If any provision of this Plan shall be held invalid
or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and
enforced as if such provisions had not been included.
5
.
5
This Plan shall be binding upon the heirs, executors, administrators, successors, and assigns
of the parties, including each Eligible Employee, present and future, and any successor to the
Employer.
5
.
6
The headings and captions herein are provided for reference and convenience only, shall
not be considered part of the Plan, and shall not be employed in the construction of the Plan.
5
.
7
The Plan shall not be funded. No Eligible Employee shall have any right to, or interest in,
any assets of any Employer that may be applied by the Employer to the payment of benefits or
other rights under this Plan.
5
.
8
Any notice or other communication required or permitted pursuant to the terms hereof shall
have been duly given when delivered or mailed by United States Mail, first -class, postage prepaid,
addresse d to the intended recipient at his, her or its last known address.
5
.
9
This Plan shall be construed and enforced according to the laws of the State of Delaware.
CONOCOPHILLIPS
By:___________
__________________________
Dated:_______________________
Heather G. Sirdashney
Vice President, Human Resources
Exhibit 10. 2
8
Exhibit A
Date of Delivery to Employee:
_______________
Deadline for Receipt by the Company:
________________
WAIVER AND RELEASE OF CLAIMS
Introduction and General Information to Employee. Signing this Waiver and Release of Claims is one condition to
receiving certain benefit payments (“Benefits”) under the ConocoPhillips Executive Severance Plan (the “Plan”) offered
by ConocoPhillips (the “Company”). You should thoroughly review and understand the effect of this Waiver and
Release of Claims and consult with an attorney before signing it. To the extent you have any claims covered by this
Waiver and Release of Claims, you will be giving up potentially valuable rights by signing. You may take time to
consider whether or not to sign this Waiver and Release of Claims. If you sign this Waiver and Release of Claims and
deliver it to the Company as set forth below, and if the Company’s designated recipient receives the Waiver and Release
of Claims on or before the date indicated above as the “Deadline for Receipt by the Company,” and you do not revoke
the Waiver and Release of Claims within seven (7) days following receipt, you will be entitled to Benefits under the Plan
if you are otherwise eligible. If the signed Waiver and Release of Claims is not received by the deadline, or if you revoke
it during the seven (7) day period following receipt, no Benefits will be paid.
1.
General Release. In consideration of, and subject to, the payments to be made to me by the Company or
any of its subsidiaries, pursuant to the Plan, which I acknowledge that I would not otherwise be entitled to receive, I
hereby waive any claims I may have for employment or re-employment by the Company or any subsidiary or parent of
the Company after the date hereof, and I further agree to and do release and forever discharge the Company or any
subsidiary or parent of the Company, and their respective past and present officers, directors, shareholders, employees,
agents, and assigns, as well as any employee benefit plans maintained by the Company or any subsidiary or parent of
the Company and fiduciaries, employees, and agents of such plans, and any related parties (all of which are hereafter
referred to as the “Released Parties”) from any and all claims and causes of action, known or unknown, arising out of or
relating to my employment with the Company or any subsidiary or parent of the Company (including the termination of
that employment), except claims that the law does not permit me to waive by signing this Waiver and Release of Claims.
Such possible claims or causes of action include, but are not limited to, wrongful discharge, contract, breach of contract,
tort, fraud, the Civil Rights Acts (including, but not limited to, Title VII of the Civil Rights Act of 1964 and sections
1981 and 1983 of the Civil Rights Act of 1866), the Age Discrimination in Employment Act (“ADEA”), the Worker
Adjustment and Retraining Notification Act (“WARN”), the Employee Retirement Income Security Act (“ERISA”), the
Americans with Disabilities Act (“ADA”), the Americans with Disabilities Act Amendments Act (“ADAAA”), the
Family and Medical Leave Act (“FMLA”), the Texas Labor Code, and any other federal, state, or local legislation or
common law relating to employment or discrimination in employment or otherwise, except as specifically excluded in
paragraph 4 below.
2.
Extent of Release. For the purpose of implementing a full and complete release and discharge of the Released
Parties, I expressly acknowledge that the release I am giving in this document is intended to include in its effect, without
limitation, all claims I may have against the Released Parties, whether known, unknown, or suspected at the time I
delivered to the designated recipient for the Company this signed Waiver and Release of Claims, and regardless of
whether the knowledge of such claims, or the facts upon which they might be based, would materially have affected my
decision to sign this Waiver and Release of Claims, and that the consideration given under this Waiver and Release of
Claims is also for the release of those claims and contemplates the extinguishment of any such claims. In furtherance of
this Waiver and Release of Claims, I waive any rights provided by California Civil Code section 1542 or other similar
local, state, provincial, or federal law. Section 1542 states:
“A general release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.”
PLEASE READ CAREFULLY
THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
Exhibit 10. 2
9
Some of the types of claims that I acknowledge I am releasing, although there may be others not listed here, are claims
I may have under any applicable labor agreement and claims under any federal, state, or local statute, ordinance, order,
or law arising out of or relating to the terms and conditions of my employment with the Company and the termination of
my employment, including claims such as:
a.
Discrimination on the basis of sex, race, color, national origin, religion, sexual orientation, disability,
veteran status, or any other legally protected status;
b.
Harassment, wrongful discharge, or retaliation, including retaliatory discharge, arising under local, state,
or federal law, including any worker’s compensation or whistleblower statute;
c.
Any other possible restrictions on the Company’s ability to end its employees’ employment at will,
including but not limited to (i) violation of public policy, (ii) breach of any express or implied covenant of the
employment contract, and (iii) breach of any covenant of good faith and fair dealing;
d.
Unpaid wages, including, but not limited to claims for unpaid overtime, break, meal, or rest periods;
e.
Amounts determined under an incentive compensation or bonus program of the Company, including,
but not limited to, the varying amounts at its discretion;
f.
Civil claims of negligence, defamation, business disparagement, invasion of privacy, personal injury,
fraud, misrepresentation, or infliction of emotional or mental distress;
g.
Matters for which a civil action may be brought under section 502 or section 510 of ERISA, except as
specifically excluded in paragraph 4 below (“Exceptions to Release”); and
h.
Claims for breach of any agreement(s) ancillary to my employment with the Company.
3.
Release of Claims under Age Discrimination in Employment Act. In consideration for receiving the Benefits
from the Company or any of its subsidiaries, I specifically waive all existing rights and claims I may have against the
Released Parties under the Age Discrimination in Employment Act, 29 USC § 621 et seq., and any other applicable
federal, state, or local statute or law involving age discrimination. I acknowledge that the Benefits constitute independent
consideration for this release of liability and are in addition to any other payment to which I am entitled. I further
acknowledge that I have been advised to consult with an attorney of my own choosing before executing this Waiver and
Release of Claims.
4.
Exceptions to Release. The Waiver and Release of Claims does not release any claims related to:
a.
The business expense reimbursement policy of the Company or any of its subsidiaries;
b.
Claims pursuant to section 502(a)(1)(B) of ERISA to recover benefits under the terms of the employee
benefit plans of the Company or any of its subsidiaries as applicable to me on the date of my employment
termination;
c.
Claims made for work-related injuries under applicable worker’s compensation statutes;
d.
Any claim that may arise after the date this signed Waiver and Release of Claims is delivered to the
designated recipient for the Company; and
e.
My rights to indemnification under any indemnification agreement, applicable law, and the certificates
of incorporation and bylaws of the Company or of any subsidiary of the Company, and my rights under any
directors’ and officers’ liability insurance policy covering me.
Nothing in this Waiver and Release of Claims, however, will limit my right to report possible violations of law to any
governmental agency, make other disclosures that are protected under the whistleblower provisions of federal, state, or
local law, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by the EEOC, EPA, DOL,
SEC, IRS, or any other governmental agency. Nothing in this Waiver and Release of Claims limits my right to receive
an award or incentive payment for information provided to any governmental agency.
5.
Review Period and Revocation Period. I acknowledge that I have been given a period of twenty-one (21)
calendar days within which to review and consider the provisions of this Waiver and Release of Claims, whether I choose
to do so or not. I understand and acknowledge that the Company has advised me in writing that I have seven (7) calendar
days following the timely delivery to the designated representative of the Company of this properly executed Waiver
and Release of Claims to revoke my acceptance of this Waiver and Release of Claims. I understand the revocation can
be made by delivering a written notice of revocation to ConocoPhillips, Attn: Dan Mecham, 925 N. Eldridge Parkway,
Houston, Texas 77079. I understand and acknowledge that Dan Mecham is the designated recipient for the Company of
this Waiver and Release of Claims and that I must deliver to him at the foregoing address this signed Waiver and Release
of Claims on or before the deadline set out above in order to be entitled to receive the Benefits. I understand that for the
revocation to be effective, the Company through the designated recipient must receive written notice no later than the
close of business on the seventh day after I deliver to the designated recipient for the Company this signed Waiver and
Release of Claims. This Waiver and Release of Claims shall not become effective or enforceable, and the Plan Benefits
Exhibit 10. 2
10
will not become payable until aft er the seven-day revocation period has expired, but in no event prior to the effective
date of my termination of employment, whether designated as a layoff or other form of termination of employment. I
acknowledge that I have had adequate time to read and consider this Waiver and Release of Claims before executing it.
I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will, with
the intent to be legally bound by the same, and without reservation or duress, and that no promises or representations
have been made to me by any person to induce me to do so other than the promise of Benefits set forth in the first
paragraph above and the Company’s acknowledgment of my rights reserved under the fourth paragraph above.
6.
Choice of Laws. I understand, acknowledge, and agree that this Waiver and Release of Claims shall be
construed, interpreted, governed, and enforced in accordance with the laws of the State of Texas, without giving effect
to any conflict of law principles. I agree that all disputes and actions arising out of or relating to this Waiver and Release
of Claims shall be litigated solely and exclusively in the state or federal courts located in Harris County, Texas. I submit
to the personal jurisdiction of said courts for purposes of any such disputes or actions.
Employee Signature: ____________________________ Date: ________________________
Employee Name Printed: ________________________ Employee No: ________________
Exhibit 10. 2
11
Exhibit B
Employees Ineligible for Executive Severance Plan
Employees of Concho Resources Inc. or any of its subsidiaries, including but not limited to COG
Operating LLC, who are participants in but do not waive all benefits under the Concho Resources
Inc. Executiv e Severance Plan.
