AMENDMENT, CHANGE OF SPONSORSHIP, AND RESTATEMENT OF CERTAIN NONQUALIFIED DEFERRED COMPENSATION PLANS OF CONOCOPHILLIPS
Exhibit 10.10
AMENDMENT, CHANGE OF SPONSORSHIP, AND RESTATEMENT
OF
CERTAIN NONQUALIFIED DEFERRED COMPENSATION PLANS
OF
Premises
Xxxxxxxx 66 is a subsidiary of ConocoPhillips, but pursuant to the Separation and Distribution Agreement between ConocoPhillips and Xxxxxxxx 66, Xxxxxxxx 66 will become, on the Distribution Date specified in that Agreement, a separate publicly-traded corporation. In connection with the Separation and Distribution Agreement, ConocoPhillips and Xxxxxxxx 66 have also entered into an Employee Matters Agreement dealing with matters relating to employees and their compensation and benefits.
ConocoPhillips Company, a subsidiary of ConocoPhillips, sponsors and maintains the nonqualified deferred compensation plans set forth on Schedule A hereto (the “Plans”), for the benefit of the participants and beneficiaries eligible for such plans and in accordance with their terms and conditions.
As of the Effective Time, as defined in the Employee Matters Agreement, Xxxxxxxx 66 Company will be a subsidiary of Xxxxxxxx 66.
Pursuant to the Employee Matters Agreement, Xxxxxxxx 66 has undertaken to assume, or cause one of its subsidiaries to assume, the liabilities under the Plans in respect of employees and their beneficiaries who are assigned to Xxxxxxxx 66 or one or more of its subsidiaries as part of the repositioning contemplated by the Separation and Distribution Agreement. In order to accomplish this, it is desirable for Xxxxxxxx 66 Company to sponsor and maintain plans similar to the Plans. It is also desirable for ConocoPhillips Company to amend the Plans to effectuate this, by spinning off from the Plans other plans to be sponsored and maintained after the Effective Time by Xxxxxxxx 66 Company (the “Xxxxxxxx 66 Plans,” set forth on Schedule B hereto). Furthermore, it is desirable to amend and restate the Plans (the “Restated Plans”) which will continue to have the liabilities in respect of employees and their beneficiaries who are assigned to ConocoPhillips or one or more of its subsidiaries or are Former COP Group Employees (as that term is used in the Employee Matters Agreement).
Amendment
In consideration of the foregoing premises, the Plans are hereby amended as follows:
| 1. | The Plans are amended to spin-off the Xxxxxxxx 66 Plans in substantially the form of the documents attached hereto, subject to such modifications as Xxxxxxx Xxxxxxxx or any of the officers of Xxxxxxxx 66 Company shall determine desirable. |
| 2. | The sponsor of the Xxxxxxxx 66 Plans is changed from ConocoPhillips Company to Xxxxxxxx 66 Company. |
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Exhibit 10.10
| 3. | The Plans are amended and restated in substantially the form of the documents attached hereto, to become the Restated Plans, subject to such modifications as any of the officers of ConocoPhillips Company shall determine desirable. |
| 4. | The amendments and the change in sponsorship with regard to the Xxxxxxxx 66 Plans shall be effective at the times and upon the conditions stated therein, upon the further condition of their execution by Xxxxxxx Xxxxxxxx or any of the officers of Xxxxxxxx 66 Company. |
| 5. | The amendments and restatements with regard to the Restated Plans shall be effective at the times and upon the conditions stated therein, upon the further condition of their execution by any of the officers of ConocoPhillips Company. |
Executed April 19, 2012.
For ConocoPhillips Company
| /s/ Xxxxx X. Xxxxxxx |
| Xxxxx X. Xxxxxxx |
| Vice President, Human Resources |
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Exhibit 10.10
Schedule A
ConocoPhillips Key Employee Supplemental Retirement Plan
ConocoPhillips Supplemental Executive Retirement Plan
Deferred Compensation Make-Up Plan of ConocoPhillips, Title I and Title II
Key Employee Deferred Compensation Plan of ConocoPhillips, Title I and Title II
Burlington Resources Inc. Management Supplemental Benefits Plan
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Exhibit 10.10
Schedule B
Xxxxxxxx 66 Key Employee Supplemental Retirement Plan
Xxxxxxxx 66 Supplemental Executive Retirement Plan
Xxxxxxxx 66 Deferred Compensation Make-Up Plan, Title I and Title II
Xxxxxxxx 66 Key Employee Deferred Compensation Plan, Title I and Title II
Xxxxxxxx 66 Burlington Resources Inc. Management Supplemental Benefits Plan
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