ConocoPhillips Clawback Policy Adopted by Human Resources and Compensation Committee

Summary

ConocoPhillips has adopted a clawback policy, approved by its Human Resources and Compensation Committee, that allows the company to recover incentive compensation from executives if required by law, including the Sarbanes-Oxley Act, the Dodd-Frank Act, or any applicable stock exchange rules. This policy supplements existing provisions in the company's incentive plans and ensures compliance with legal and regulatory requirements for recovering executive compensation in certain circumstances.

EX-10.3 4 d404659dex103.htm CONOCOPHILLIPS CLAWBACK POLICY ConocoPhillips Clawback Policy

Exhibit 10.3

CONOCOPHILLIPS CLAWBACK POLICY

The Human Resources and Compensation Committee of the Board of Directors adopted the following clawback policy that supplements the existing detrimental activity provisions embedded in the Company’s various incentive plans and programs:

“ConocoPhillips shall seek to recover incentive compensation paid to any executive as required by the provisions of the Sarbanes-Oxley Act, the Dodd-Frank Act, or any other ‘clawback’ provision required by law or the listing standards of any exchange on which the stock of the company is listed.”

ADOPTED BY RESOLUTION OF THE CONOCOPHILLIPS HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

OCTOBER 3, 2012