** **

 

 

 

***DonF. Kremer***

*Vice President*

*Human Resources*

* *

*10001 Six Pines Drive*

*Room 8026*

*The Woodlands, TX*

*77380-1498*

* *

*P.O. Box 4910*

*The Woodlands, TX*

*77387-4910*

* *

*832-813-4347*

*Fax: 832-813-4555*

*kremedf@cpchem.com*

* *

*www.cpchem.com*

 

February8, 2006

 

Raymond I. Wilcox

 

Dear Ray:

 

# The terms of this offer are conditioned upon approvalby Chevron Phillips Chemical’s Compensation Committee of its Board ofDirectors.

 

I am pleased to presentyou with the following offer of employment with Chevron Phillips ChemicalCompany LP (“CPChem”):

 

Position:                Presidentand Chief Executive Officer

Location:               The Woodlands, TX

Grade:                     99

Salary:                    $525,000/annually

Start Date:             April 1, 2006

 

This offer includesrelocation benefits under CPChem’s Metro Move Policy, a copy of which will beprovided under separate cover.

 

Employment as a Grade 99 allows yourparticipation in the Annual Incentive Plan (AIP) and Long Term Incentive Plan(LTIP) of CPChem.

 

Your current target percentage for AIP is 80%of your base salary. Actual AIP awards can increase or decrease based oncompany and individual performance. If you accept our offer and begin workApril 1, 2006, you will be eligible for a prorated AIP award generally paid inearly 2007.

 

Your current target grant for future awardsunder LTIP is 250% of your base salary. You will receive a full 2006 LTIPgrant, which would normally be awarded in early 2009.

 

Thisoffer includes six weeks (240 hours) of vacation per year.  This allotment is based on a VacationEligibility Date of May 6, 1968.

 

Duringyour employment with the Company, you shall be eligible to participate in eachof the Company’s existing executive and employee benefit plans, as they may beamended from time to time, and any plans the Company may establish during yourperiod of employment for which your current salary grade makes you eligible.Full details of our benefit plans are available at http://www.benefitium.com.

 

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TheCompany may terminate your employment for any reason hereunder without Cause atany time after providing thirty (30) days written notice to you, or you mayterminate employment at any time after providing thirty (30) days writtennotice to the Company.  In the event youremployment is involuntarily terminated by the Company within three years of theStart Date, other than for Cause, you shall be entitled to a specialTermination Bonus.  The Termination Bonusshall be the lesser of either (i) two year’s base salary plus two year’s AIPaward at target or (ii) two year’s base salary plus two year’s AIP award attarget prorated by dividing by thirty-six (36) the number of full months fromthe date of termination until the thirty-sixth month following date of hire.

 

Your employment with CPChem is expectedto begin on April 1, 2006, subject to your signing this letter and the attachedJob Offer Addendum (which describes some of the requirements necessary for youto begin employment).  To accept thisoffer, please mail this letter and the Job Offer Addendum to me at the addressbelow.

 

Please feel free to contact me if you haveany questions or need additional information. We look forward to you joiningCPChem.

 

 
| Sincerely,                      |
|---------------------------------|
|                            |
| */s/ Don  F. Kremer*            |   |
|                            |
| Don F. Kremer                   |
| Vice President Human  Resources |
| Chevron Phillips Chemical  LP   |
| 10001 Six Pines Drive           |
| The Woodlands, TX 77380         |

 

 

Check One:

 

 

          I accept the position.                 I decline this position.

 

 
| /s/ Raymond I. Wilcox |   |
|-----------------------|--------|
| Signature             |   |
|                  |   |
| 02/09/06              |   |
| Date                  |   |

 

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**JOBOFFER ADDENDUM**

 

THIS DOCUMENT IS A JOB OFFER ADDENDUMCOVERING CERTAIN CONDITIONS OF YOUR EMPLOYMENT.   THE CONTENT OF THIS JOB OFFER ADDENDUM ISIMPORTANT AND SHOULD BE REVIEWED THOROUGHLY. THE CONDITIONS OF EMPLOYMENT ARE AS FOLLOWS.

 

(1)           UNDERTHE PROVISIONS OF THE IMMIGRATION REFORM AND CONTROL ACT OF 1986, THE COMPANYIS REQUIRED TO HAVE CERTAIN VERIFICATION INDICATING YOU ARE A U.S. CITIZEN ORLEGAL ALIEN.  TO COMPLY WITH THEREGULATIONS THAT ARE ASSOCIATED WITH THE ACT, YOU MUST PRESENT CERTAINDOCUMENTATION TO THE COMPANY.   ATTACHEDIS A LISTING OF AUTHORIZED DOCUMENTATION THAT CAN BE ACCEPTED.  UPON REPORTING TO WORK, THE COMPANY WILL ASKYOU TO PRESENT ONE DOCUMENT FROM EITHER LIST A OR FROM LIST B AND ONEDOCUMENT FROM LIST C.  IF YOU ARE UNABLETO PROVIDE THESE DOCUMENTS WITHIN THREE WORKING DAYS, YOU MUST PROVIDE ARECEIPT SHOWING APPLICATION FOR THE PROPER DOCUMENTS WITHIN THE SAME THREEWORKING DAYS.  IF YOU CANNOT PROVIDE THEDOCUMENTS WITHIN NINETY DAYS AFTER DATE OF HIRE, BY LAW WE CANNOT CONTINUE YOUREMPLOYMENT.

 

(2)           FORBENEFIT PURPOSES, PRESENTATION OF YOUR BIRTH CERTIFICATE (ORIGINAL OR CERTIFIEDCOPY) AND YOUR SOCIAL SECURITY CARD ARE REQUIRED WHEN YOU REPORT TO WORK.  IT IS ALSO RECOMMENDED YOU BRING SOCIALSECURITY NUMBERS AND BIRTHDATES OF YOUR DEPENDENTS AND BENEFICIARIES FORMEDICAL, DENTAL AND OTHER INSURANCE BENEFITS. IF YOU ARE BEING EMPLOYED BASED IN PART ON YOUR COLLEGE DEGREE, YOU WILLALSO BE REQUIRED TO PROVIDE A FINAL COLLEGE TRANSCRIPT THAT DAY OR AS SOON ASPRACTICAL.

 

(3)           THECOMPANY HAS IMPLEMENTED CERTAIN POLICIES AND WORK RULES WITH WHICH YOU ANDOTHER EMPLOYEES ARE EXPECTED TO COMPLY. THESE POLICIES ARE IN PLACE FOR THE WELFARE OF OUR WORKFORCE.  IN THIS REGARD, YOU ARE ADVISED THAT THECOMPANY HAS ADOPTED A NO-SMOKING POLICY. SMOKING IS PROHIBITED IN ALL ENCLOSED WORK AREAS.  ALSO, BECAUSE OF THE CRITICAL NEED FOR SAFETYIN THE CHEMICAL INDUSTRY, THE COMPANY HAS A DRUG OR SUBSTANCE POLICY RELATINGTO PROHIBITED UNAUTHORIZED, ILLEGAL OR CONTROLLED DRUGS, ALCOHOL, CHEMICALS ANDSUBSTANCES IN THE WORKFORCE WHICH YOU WILL BE EXPECTED TO ACKNOWLEDGE AND ABIDEBY WHILE AN EMPLOYEE.  IN ESSENCE, THECOMPANY IS COMMITTED TO MAINTAINING A DRUG OR SUBSTANCE-FREE WORKFORCE.  (YOUR HUMAN RESOURCES REPRESENTATIVE CANPROVIDE YOU WITH THE SPECIFICS OF THESE POLICIES.)

 

(4)           YOUREMPLOYMENT IS CONTINGENT UPON YOUR SATISFACTORY COMPLETION OF A DRUG ANDALCOHOL (“SUBSTANCE”) SCREENING STANDARDS. YOU WILL BE NOTIFIED WHEN MEDICAL CLEARANCE HAS BEEN RECEIVED.  IF APPLICABLE, IT IS RECOMMENDED THAT YOUWAIT TO DISCUSS YOUR DECISION CONCERNING THE COMPANY’S CONDITIONAL OFFER OFEMPLOYMENT AND WAIT TO GIVE NOTICE OF YOUR RESIGNATION TO YOUR PRESENT EMPLOYERUNTIL THE COMPANY HAS NOTIFIED YOU OF YOUR CLEARANCE.

 

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(5)           ASPART OF ITS EMPLOYMENT SCREENING AND SELECTION PROCEDURES, THE COMPANY REQUIRESA BACKGROUND INVESTIGATION AND A CHECK OF REFERENCES BE CONDUCTED.  THE OBJECTIVES OF THE INVESTIGATION ARE TOVERIFY INFORMATION PROVIDED DURING THE APPLICATION PROCESS, INVESTIGATEREFERENCES, AND TO IDENTIFY ANY FACTORS THAT MIGHT BE INCONSISTENT WITH THECOMPANY’S EMPLOYMENT REQUIREMENTS.  YOUREMPLOYMENT IS CONTINGENT ON A SATISFACTORY BACKGROUND INVESTIGATION AND CHECKOF REFERENCES.

 

(6)           UPONREPORTING TO WORK YOU WILL BE REQUIRED TO SIGN AN AGREEMENT IN RESPECT TOCONFIDENTIALITY COVERING INVENTIONS, PATENTS, AND PROPRIETARY KNOWLEDGE.

 

(7)           THECOMPANY IS AN AT-WILL EMPLOYER.  AS SUCH,YOUR EMPLOYMENT WITH THE COMPANY IS ON AN EMPLOYMENT AT-WILL BASIS.

 

I ACKNOWLEDGE HAVING READ THIS JOB OFFERADDENDUM AND UNDERSTAND AND AGREE TO THE STATUS OF MY EMPLOYMENT AND THESECONDITIONS OF EMPLOYMENT.  I FURTHERUNDERSTAND AND AGREE THAT NOTHING CONTAINED IN THIS JOB OFFER ADDENDUM CAN BECHANGED, MODIFIED, WAIVED OR TERMINATED UNLESS AGREED TO IN WRITING BY A DULYAUTHORIZED REPRESENTATIVE OF THE COMPANY.

 
| SIGNED: | /s/ Raymond I. Wilcox |   | DATE: | 02/09/06 |   |
|---------|-----------------------|--------|-------|----------|--------|

 

 

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