AMENDMENT 2013-1 TO THE DEVON ENERGY CORPORATION NON-QUALIFIED DEFERRED COMPENSATION PLAN

EX-10.11 2 d656849dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

AMENDMENT 2013-1

TO THE

DEVON ENERGY CORPORATION

NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Devon Energy Corporation Non-Qualified Deferred Compensation Plan (the “Plan”) is amended, effective January 1, 2013, as follows:

1. Section 5.1 of the Plan (“Supplemental Company Contributions”) is amended in its entirety to read as follows:

“5.1 Supplemental Company Contributions. For each Plan Year, the Company will credit to the Account of each Participant a Supplemental Company Contribution in an amount equal to (a) minus (b) below:

(a) The Applicable Contribution Percentage multiplied by the Participant’s Base Salary and Bonus.

(b) The Applicable Contribution Percentage multiplied by such Participant’s “eligible 401(k) compensation” which, for purposes of this Article V, shall be defined as the Participant’s Base Salary and Bonus less the Participant’s Deferred Amount up to the IRS Limitations for the applicable Plan Year.

Provided, however, that, notwithstanding anything in this Section 5.1 to the contrary, the Supplemental Company Contribution cannot exceed the Participant’s Deferred Amount for the applicable Plan Year; provided further that the Supplemental Company Contribution will only be credited to the Account of a Participant for any Plan Year if such Participant has made the maximum deferral of compensation as permitted under Sections 402(g) and 414(v) of the Code to the Qualified Plan (or, if less, the maximum deferral of compensation as permitted under the terms of the Qualified Plan) and the Company has made the maximum matching contribution to the Qualified Plan as permitted under Section 401(m) of the Code and the Qualified Plan.”

2. Section 7.2 of the Plan (“Adjustment of Accounts”) is amended to amend the third sentence thereof (beginning with “Supplemental Company Contributions…”) in its entirety to read as follows:

“Supplemental Company Contributions shall be credited to a Participant’s Account on such date or dates as the Committee specifies and shall be credited to the applicable subaccount within such Account by reference to the applicable Plan Year; provided, however, that under no circumstances shall Supplemental Company Contributions be credited to the Account of a Participant before such Participant has made the maximum deferral of compensation as permitted under Sections 402(g) and 414(v) of the Code to the Qualified Plan (or, if less, the maximum deferral of compensation as permitted under the terms of the Qualified Plan) and the Company has made the maximum matching contribution to the Qualified Plan as permitted under Section 401(m) of the Code and the Qualified Plan. Supplemental Company Contributions shall be subject to the vesting requirements described in Section 7.4.”

 

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IN WITNESS WHEREOF, Devon Energy Corporation (acting through its authorized delegate) has caused this Amendment 2013-1 to the Devon Energy Corporation Non-Qualified Deferred Compensation Plan to be executed this 19 day of July 2013.

 

DEVON ENERGY CORPORATION
By:  

/s/ Frank W. Rudolph

 

 

Name:   Frank W. Rudolph
Title:   Executive Vice President, Human Resources

[Signature Page to Amendment to the Devon Energy Corporation Non-Qualified Deferred Compensation Plan]