Unassociated Document


    BURLINGTON
      RESOURCES INC.

     

    


     

    2005
      DEFERRED COMPENSATION PLAN

     

     

    Effective
      January 1, 2005


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    BURLINGTON
      RESOURCES INC.

    
2005
      DEFERRED COMPENSATION PLAN

     

    Page

     

    

      
        	
                ARTICLE
                  1

              	
                ESTABLISHMENT
                  AND PURPOSE

                 

              	
                1

              
	
                ARTICLE
                  2

              	
                DEFINITIONS

                 

              	
                1

              
	
                ARTICLE
                  3

              	
                ADMINISTRATION

                 

              	
                4

              
	
                ARTICLE
                  4

              	
                PARTICIPANTS

                 

              	
                5

              
	
                ARTICLE
                  5

              	
                BENEFITS

                 

              	
                5

              
	
                ARTICLE
                  6

              	
                GENERAL
                  PROVISIONS

              	
                11

              


      

    

     

     


    
      
         

      

      
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    BURLINGTON
      RESOURCES INC.

    2005
      DEFERRED COMPENSATION PLAN

     

    ARTICLE
      1

    ESTABLISHMENT
      AND PURPOSE

    1.1  Establishment.
      Burlington Resources Inc. hereby establishes the Burlington Resources Inc.
      2005
      Deferred Compensation Plan (“Plan”) effective as of January 1,
      2005.

    1.2  Purpose.
      The
      purpose of this Plan is to permit key employees of the Employer to defer all
      or
      part of their base salary and to provide a vehicle for deferrals of compensation
      under other plans of the Employer, in order for the Employer to attract and
      retain key employees.

    ARTICLE
      2

    DEFINITIONS

    For
      purposes of the Plan, the following terms shall have the meanings
      indicated:

    2.1  Account
      means a
      Memorandum Account as defined in Section 5.3.

    2.2  Base
      Salary
      means
      the Participant’s base salary being paid by the Employer for the applicable
      calendar year or partial calendar year, exclusive of bonuses and all other
      items
      of compensation for the calendar year.

    2.3  Beneficiary
      means
      the person(s) designated by a Participant, on a form provided by the Plan
      Administrator and filed with the Company’s Human Resources Department, to
      receive benefits from the Plan in the event of his or her death. A Participant
      may change his or her 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    beneficiary
      designation at any time. If no designated Beneficiary survives the Participant,
      the Beneficiary shall be the Participant’s surviving spouse, or, if none, his or
      her estate.

    2.4  Board
      means
      the Board of Directors of the Company.

    2.5  Code
      means
      the Internal Revenue Code of 1986, as amended.

    2.6  Common
      Stock
      means
      the common stock, par value $.01 per share, of the Company (except as otherwise
      provided in Section 5.10).

    2.7  Company
      means
      Burlington Resources Inc., a Delaware corporation.

    2.8  Company
      Stock Account
      means a
      notional subaccount of an Account credited with Phantom Stock, as provided
      in
      Section 5.4.

    2.9  Designated
      Election Date
      means,
      with respect to a calendar year, such date during the preceding calendar year
      (but in no event later than December 31 of such preceding calendar year) as
      the
      Plan Administrator may in its sole discretion designate.

    2.10  Disability
      means
      (i) the Participant is unable to engage in any substantial gainful activity
      by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than 12 months, or (ii) the Participant is receiving, by reason
      of
      any medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of not
      less than 12 months, income replacement benefits for a period of not less than
      3
      months under an accident or health plan covering employees of the Participant’s
      Employer.


    
      
         

      

      
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    2.11  Employer
      means
      the Company and its subsidiaries.

    2.12  Exchange
      Act
      means
      the Securities Exchange Act of 1934, as amended.

    2.13  Fair
      Market Value
      means,
      as applied to a specific date, the mean between the highest and lowest quoted
      selling prices at which Common Stock of the Company was sold on such date as
      reported in the NYSE-Composite Transactions by The
      Wall Street Journal
      on such
      date or, if no Common Stock was traded on such date, on the next preceding
      day
      on which Common Stock was so traded.

    2.14  Interest
      Account
      means a
      notional subaccount of an Account credited with interest, as provided in Section
      5.4.

    2.15  Other
      Plan
      means
      any plan of the Employer other than this Plan under which any compensation
      described in such other plan may be deferred pursuant to an election under
      this
      Plan.

    2.16  Participant
      means
      each employee who participates in the Plan in accordance with
      Article 4.

    2.17  Phantom
      Stock
      means a
      phantom or notional share of Common Stock. A Participant shall not possess
      any
      rights of a stockholder of the Company with respect to a share of Phantom Stock,
      including, without limitation, rights concerning voting and dividends. A share
      of Phantom Stock shall be payable solely in cash under the Plan.

    2.18  Plan
      means
      the Burlington Resources Inc. 2005 Deferred Compensation Plan either in its
      present form or as amended from time to time.

     


    
      
         

      

      
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    2.19  Plan
      Administrator
      means
      the Compensation Committee of the Board.

    2.20  S&P
      Account
      means a
      notional subaccount of an Account credited with units in a Standard & Poor’s
      500 Composite Stock Price Index fund or in a mutual fund selected by the Plan
      Administrator that tracks such index, as provided in Section 5.4.

    2.21  Section
      16(b)
      means
      Section 16(b) of the Exchange Act, and all rules promulgated
      thereunder.

    2.22  Specified
      Employee
      means a
“specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code
      and regulations and guidance thereunder.

    2.23  Termination
      means a
      Participant’s separation from service with the Employer, including by reason of
      death, retirement or Disability.

     

    ARTICLE
      3 

    ADMINISTRATION

    3.1  Plan
      Administrator.
      The
      Plan shall be administered by the Plan Administrator who has the
      responsibilities and duties assigned to it herein. With respect to any actions
      affecting compliance with Section 16(b), the Plan Administrator shall be
      constituted at all times solely of non-employee directors as defined in the
      rules promulgated under Section 16(b) so long as any of the Company’s
      equity securities are registered pursuant to Section 12(b) or 12(g) of the
      Exchange Act. The Plan Administrator shall have the complete authority and
      power
      to interpret the Plan, prescribe, amend and rescind rules relating to its
      administration, select eligible Participants, determine a Participant’s (or
      Beneficiary’s) right to a payment and the amount of such payment, and to take
      all other actions necessary or desirable for the administration of the Plan.
      

     


    
      
         

      

      
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    All
      actions and decisions of the Plan Administrator shall be final and binding
      upon
      all Participants and Beneficiaries. No member of the Plan Administrator shall
      vote on any matter that pertains solely to himself or herself.

     

    ARTICLE
      4

    PARTICIPANTS

    4.1  Participants.
      The
      Plan Administrator shall determine and designate the executives and other key
      employees of the Employer who are eligible to defer Base Salary under the Plan
      (the “Participants”). In addition, persons who defer compensation described in
      any Other Plan pursuant to an election under this Plan shall be considered
      Participants. Directors of the Company who are full-time executives of the
      Company shall be eligible to participate in the Plan. Each Participant must
      be a
      member of “a select group of management or highly compensated employees,” as
      those terms are defined in Section 201(2) of the Employee Retirement Income
      Security Act of 1974, as amended.

     

    ARTICLE
      5 

    BENEFITS

    5.1  Deferrals
      Elections.
      On or
      before the Designated Election Date with respect to any calendar year (or,
      with
      respect to an employee who first becomes a Participant during a calendar year,
      on or before the date on which he or she becomes a Participant), each
      Participant may elect to have the payment of all or a portion of his or her
      Base
      Salary for that calendar year (or, if later, so much of the calendar year as
      commences on the day following the date on which the employee becomes a
      Participant) deferred until his or her Termination. The election shall be


     


    
      
         

      

      
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    irrevocable
      (except as provided in Section 5.9) and shall be made on a form prescribed
      by
      the Plan Administrator which shall govern the amount deferred, the form of
      its
      payment pursuant to Section 5.7 following the Participant’s Termination, and
      (except as provided in Section 5.4 and 5.5) the investment of the
      Participant’s Memorandum Account for such deferral period pending its payment. A
      Participant’s deferral election shall apply only to Base Salary earned during
      that calendar year or partial calendar year, as the case may be. If a
      Participant has not made a deferral election, the Base Salary payable to him
      or
      her for that calendar year shall be paid in accordance with the Employer’s
      normal payroll practices.

    5.2  Deferrals
      Under Other Plans.
      Any
      Other Plan of the Employer may provide for the deferral of compensation
      described in such Other Plan pursuant to an election under this Plan. If such
      Other Plan so provides, any deferrals of compensation under that Other Plan
      shall be made pursuant to an election under this Plan which is made on a form
      prescribed by the Plan Administrator, and the election with respect to the
      compensation under that Other Plan for any calendar year shall be made on or
      before the date established by the Plan Administrator which shall be no later
      than the date prescribed for an initial election pursuant to Section
      409A(a)(4)(B) of the Code and any regulations, guidance and transitional rules
      thereunder. Amounts described in such Other Plan that are deferred under this
      Plan shall be deferred until the Participant’s Termination. The Participant’s
      election under this Section 5.2 shall be irrevocable (except as provided in
      Section 5.9) and shall govern the amount deferred (if applicable), the form
      of its payment pursuant to Section 5.7 following the Participant’s
      Termination, and (except as provided in Section 5.4 and 5.5) the investment
      of the Participant’s Memorandum Account for such deferral period pending its
      payment.

     


    
      
         

      

      
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    5.3  Memorandum
      Accounts.
      Each
      calendar year the Company shall establish a ledger or notional account (the
      “Memorandum Account”) for each Participant whose compensation is deferred under
      the Plan or an Other Plan for that calendar year for the purpose of reflecting
      the Company’s obligation to pay the deferred compensation for such calendar year
      as specified pursuant to Section 5.7; provided, however, that all Memorandum
      Accounts established for a Participant that are to be paid in the same manner,
      e.g.,
      a lump
      sum, 5 annual installments or 10 annual installments, may be combined into
      a
      single Memorandum Account.

    5.4  Investment
      of Accounts.
      Except
      as provided below, each Account shall accrue interest on the deferred
      compensation credited to such Account from the date such compensation is
      credited to the Account through the date of its distribution (the “Interest
      Account”). Such interest shall be credited to the Interest Account as of such
      valuation dates as shall be determined by the Plan Administrator. The Plan
      Administrator shall determine, in its sole discretion, the valuation date for
      valuing each Participant’s Account(s) and the rate of interest to be used in
      making credits to the Interest Account; provided, however, that in no event
      may
      the interest rate be less than the Moody’s Long-Term Corporate Bond Yield
      Average (as it may be adjusted from time to time); and provided, further, that
      the Plan may not be amended to reduce or eliminate this minimum rate of
      interest.

    In
      lieu
      of investing in the Interest Account, a Participant may elect that all or a
      specified percentage of his or her deferred compensation be invested in Phantom
      Stock (the “Company Stock Account”), in the S&P Account, or in any
      combination of the Interest Account, the Company Stock Account and/or S&P
      Account. If the Participant so elects, the Plan Administrator shall establish
      a
      separate notional subaccount(s) for such Participant under his or her Account,
      

     


    
      
         

      

      
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    which
      shall be credited (i) with respect to the Company Stock Accounts, with whole
      and
      fractional shares of Phantom Stock periodically as of the dates of the credits
      to the Company Stock Account, and with phantom (notional) dividends with respect
      to the Phantom Stock, which shall be credited as being reinvested in additional
      shares of Phantom Stock and (ii) with respect to the S&P Account, with whole
      and fractional units in the S&P Account periodically as of the dates of the
      credits to the S&P Account and with any notional distributions on such
      units, which shall be credited as being reinvested in additional units. All
      credit and debits to the Company Stock Account shall be made based on the Fair
      Market Value per share of the Common Stock on the applicable date.

    5.5  Changes
      in Investment Elections.
      Each
      Participant who has an Account under the Plan may elect that all or a specified
      percentage of his or her Account balances as of any date be reinvested in the
      Interest Account, Company Stock Account and/or S&P Account in such
      proportions as elected by the Participant. This election shall be in such form
      as the Plan Administrator shall establish and shall comply with all requirements
      of Section 16(b), to the extent applicable.

    5.6  Section
      16(b) Rules.
      Notwithstanding anything in the Plan to the contrary, the Plan Administrator,
      in
      its sole discretion, may amend the Plan in any manner it deems appropriate
      (including retroactively) to ensure compliance with Section 16(b).

    5.7  Payment
      of Accounts.
      Upon a
      Participant’s Termination, the Company shall pay to such Participant (or to his
      or her Beneficiary in the case of the Participant’s death) in cash the balance
      credited to his or her affected Account(s) as follows:

    	(a)  	
            a
              lump sum payment; or

          


     


    
      
         

      

      
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    	(b)  	
            in
              5 consecutive substantially equal annual installments;
              or

          


     

    	(c)  	
            in
              10 consecutive substantially equal annual
              installments,

          


     

    whichever
      form of payment has been elected by the Participant. If distributions are to
      be
      made in substantially equal annual installments, the amount of each installment
      payment shall be determined by dividing (i) the amount credited to the portion
      of the Participant’s Account to be paid in that form determined as of the
      valuation date before the applicable installment payment by (ii) the number
      of
      installment payments (including the applicable installment payment) remaining
      to
      be paid. Payment of Accounts shall commence or be made in the month following
      the month in which the Participant’s Termination occurs; provided, however, that
      in the case of a Participant who the Plan Administrator determines is or may
      be
      a Specified Employee and who becomes entitled to payment by reason of his or
      her
      Termination, no distribution may be made by reason of the Participant’s
      Termination before the date which is 6 months after the date of such
      Participant’s separation from service with the Employer (or, if earlier, the
      date of the Participant’s death). The determination by the Plan Administrator
      that a Participant is or may be a Specified Employee shall be conclusive and
      binding. In the case of distribution to a Participant in installments, payment
      will be made on a pro rata basis from each of the Participant’s
      Accounts.

    5.8  Acceleration
      of Payments.
      Notwithstanding anything in the Plan to the contrary, the Plan Administrator,
      in
      its sole discretion, may accelerate the payment of all or part of the unpaid
      balance of a Participant’s Account(s) at the request of the Participant upon its
      determination that the Participant has incurred an unforeseeable emergency.
      For
      this purpose, the term “unforeseeable emergency” means a severe financial
      hardship to the Participant resulting from an 

     


    
      
         

      

      
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    illness
      or accident of the Participant, the Participant’s spouse, or a dependent (as
      defined in Section 152(a) of the Code) of the Participant, loss of the
      Participant’s property due to casualty, or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant. A distribution may be made on account of an unforeseeable
      emergency only if the amounts distributed with respect to an emergency do not
      exceed the amounts necessary to satisfy such emergency plus amounts necessary
      to
      pay taxes reasonably anticipated as a result of the distribution, after taking
      into account the extent to which such hardship is or may be relieved through
      reimbursement or compensation by insurance or otherwise or by liquidation of
      the
      Participant’s assets (to the extent the liquidation of such assets would not
      itself cause severe financial hardship).

    5.9  Election
      of Form of Payment under Transition Rules.
      The
      Plan Administrator may allow Participants to make an election or to change
      their
      election as to the form of payment pursuant to Section 5.7 during an election
      period prescribed by the Plan Administrator to the extent permitted under
      transition rules prescribed by the U.S. Treasury Department under
      Section 409A of the Code.

    5.10  Conversion
      of Company Stock Account.
      At the
“Effective Time” as defined in that certain Agreement and Plan of Merger dated
      as of December 12, 2005 by and among the Company, ConocoPhillips and Cello
      Acquisition Corp., the Phantom Stock held in the Company Stock Account shall
      be
      converted in accordance with said Agreement and Plan of Merger into phantom
      shares of common stock of ConocoPhillips, and thereafter the term “Common Stock”
for purposes of this Plan shall mean common stock of
      ConocoPhillips.

     


    
      
         

      

      
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    ARTICLE
      6

    GENERAL
      PROVISIONS

    6.1  Unfunded
      Obligation.
      The
      amounts to be paid to Participants pursuant to this Plan are unfunded
      obligations of the Company. The Company is not required to segregate any monies
      from its general funds, to create any trusts, or to make any special deposits
      with respect to this obligation. Title to and beneficial ownership of any
      investments, including trust investments, which the Company may make to fulfill
      this obligation shall at all times remain in the Company. Any investments and
      the creation or maintenance of any trust or notional accounts shall not create
      or constitute a trust or a fiduciary relationship between the Plan Administrator
      or the Company and a Participant, or otherwise create any vested or beneficial
      interest in any Participant or his or her Beneficiary or his or her creditors
      in
      any assets of the Company whatsoever. The Participants (and Beneficiaries)
      shall
      have no claim against the Company for any changes in the value of any Accounts
      and shall be general unsecured creditors of the Company with respect to any
      payment due under this Plan.

    6.2  Incapacity
      of Participant or Beneficiary.
      If the
      Plan Administrator finds that any Participant or Beneficiary to whom a payment
      is payable under the Plan is unable to care for his or her affairs because
      of
      illness or accident or is under a legal disability, any payment due (unless
      a
      prior claim therefor shall have been made by a duly appointed legal
      representative), at the discretion of the Plan Administrator, may be paid to
      the
      spouse, child, parent or brother or sister of such Participant or Beneficiary
      or
      to any person whom the Plan Administrator has determined has incurred expense
      for such Participant or Beneficiary. Any such payment shall be a complete
      discharge of the obligations of the Company under the provisions of the
      Plan.

     


    
      
         

      

      
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    6.3  Nonassignment.
      The
      right of a Participant or Beneficiary to the payment of any amounts under the
      Plan may not be assigned, transferred, pledged or encumbered in any manner
      nor
      shall such right or other interests be subject to attachment, garnishment,
      execution or other legal process.

    6.4  No
      Right to Continued Employment.
      Nothing
      in the Plan shall be construed to confer upon any Participant any right to
      continued employment with the Employer, nor interfere in any way with the right
      of the Employer to terminate the employment of such Participant at any time
      without assigning any reason therefor.

    6.5  Withholding
      Taxes.
      Appropriate taxes shall be withheld from the Participant’s compensation with
      respect to all deferrals made under the Plan and from all payments made to
      Participants and Beneficiaries pursuant to the Plan.

    6.6  Termination
      and Amendment.
      Subject
      to the limitation set forth in the third sentence of Section 5.4, the Plan
      Administrator may from time to time amend, suspend or terminate the Plan, in
      whole or in part, and if the Plan is suspended or terminated, the Plan
      Administrator may reinstate any or all of its provisions. Except as otherwise
      provided in Section 5.6 or 6.8, no amendment, suspension or termination of
      the Plan may impair the right of a Participant or his or her Beneficiary to
      receive the benefit accrued hereunder prior to the effective date of such
      amendment, suspension or termination.

    6.7  Compliance
      with Securities Laws.
      It is
      the intention of the Company that, so long as any of the Company’s 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) and, if any Plan
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    transaction
      is found not to comply with Section 16(b), 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 Plan Administrator,
      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) without so restricting, limiting or
      conditioning the Plan with respect to other Participants.

    6.8  Compliance
      with Code Section 409A.
      It is
      intended that this Plan comply with Section 409A of the Code and any
      regulations, guidance and transitional rules issued thereunder, and the Plan
      shall be interpreted and operated consistently with that intent. If the Plan
      Administrator shall determine, following the issuance of final regulations,
      that
      any provisions of this Plan do not comply with the requirements of Section
      409A
      of the Code, the Plan Administrator shall amend the Plan in any respect it
      deems
      necessary (including retroactively) in order to preserve compliance with said
      Section 409A; provided, however, that any such amendment affecting amounts
      previously deferred under the Plan shall be made in a manner that preserves
      the
      economic value of such deferred amounts to the Participant.

    6.9  Applicable
      Law.
      Except
      to the extent preempted by applicable federal law, the Plan shall be construed
      and governed in accordance with the laws of the State of Texas.

     


    
      
         

      

      
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