Don
F. 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


 


February
8, 2006


 


Raymond I. Wilcox


 


Dear Ray:


 


The terms of this offer are conditioned upon approval
by Chevron Phillips Chemical’s Compensation Committee of its Board of
Directors.


 


I am pleased to present
you with the following offer of employment with Chevron Phillips Chemical
Company LP (“CPChem”):


 


Position:                President
and Chief Executive Officer


Location:               The Woodlands, TX


Grade:                     99


Salary:                    $525,000/annually


Start Date:             April 1, 2006


 


This offer includes
relocation benefits under CPChem’s Metro Move Policy, a copy of which will be
provided under separate cover.


 


Employment as a Grade 99 allows your
participation 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 on
company and individual performance. If you accept our offer and begin work
April 1, 2006, you will be eligible for a prorated AIP award generally paid in
early 2007.


 


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


 


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


 


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


 

















 


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


 


Your employment with CPChem is expected
to begin on April 1, 2006, subject to your signing this letter and the attached
Job Offer Addendum (which describes some of the requirements necessary for you
to begin employment).  To accept this
offer, please mail this letter and the Job Offer Addendum to me at the address
below.


 


Please feel free to contact me if you have
any questions or need additional information. We look forward to you joining
CPChem.


 


 


	
  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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JOB
OFFER ADDENDUM


 


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


 


(1)           UNDER
THE PROVISIONS OF THE IMMIGRATION REFORM AND CONTROL ACT OF 1986, THE COMPANY
IS REQUIRED TO HAVE CERTAIN VERIFICATION INDICATING YOU ARE A U.S. CITIZEN OR
LEGAL ALIEN.  TO COMPLY WITH THE
REGULATIONS THAT ARE ASSOCIATED WITH THE ACT, YOU MUST PRESENT CERTAIN
DOCUMENTATION TO THE COMPANY.   ATTACHED
IS A LISTING OF AUTHORIZED DOCUMENTATION THAT CAN BE ACCEPTED.  UPON REPORTING TO WORK, THE COMPANY WILL ASK
YOU TO PRESENT ONE DOCUMENT FROM EITHER LIST A OR FROM LIST B AND ONE
DOCUMENT FROM LIST C.  IF YOU ARE UNABLE
TO PROVIDE THESE DOCUMENTS WITHIN THREE WORKING DAYS, YOU MUST PROVIDE A
RECEIPT SHOWING APPLICATION FOR THE PROPER DOCUMENTS WITHIN THE SAME THREE
WORKING DAYS.  IF YOU CANNOT PROVIDE THE
DOCUMENTS WITHIN NINETY DAYS AFTER DATE OF HIRE, BY LAW WE CANNOT CONTINUE YOUR
EMPLOYMENT.


 


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


 


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


 


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


 


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(5)           AS
PART OF ITS EMPLOYMENT SCREENING AND SELECTION PROCEDURES, THE COMPANY REQUIRES
A BACKGROUND INVESTIGATION AND A CHECK OF REFERENCES BE CONDUCTED.  THE OBJECTIVES OF THE INVESTIGATION ARE TO
VERIFY INFORMATION PROVIDED DURING THE APPLICATION PROCESS, INVESTIGATE
REFERENCES, AND TO IDENTIFY ANY FACTORS THAT MIGHT BE INCONSISTENT WITH THE
COMPANY’S EMPLOYMENT REQUIREMENTS.  YOUR
EMPLOYMENT IS CONTINGENT ON A SATISFACTORY BACKGROUND INVESTIGATION AND CHECK
OF REFERENCES.


 


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


 


(7)           THE
COMPANY 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 OFFER
ADDENDUM AND UNDERSTAND AND AGREE TO THE STATUS OF MY EMPLOYMENT AND THESE
CONDITIONS OF EMPLOYMENT.  I FURTHER
UNDERSTAND AND AGREE THAT NOTHING CONTAINED IN THIS JOB OFFER ADDENDUM CAN BE
CHANGED, MODIFIED, WAIVED OR TERMINATED UNLESS AGREED TO IN WRITING BY A DULY
AUTHORIZED REPRESENTATIVE OF THE COMPANY.


 


	
  SIGNED:

  	
  /s/ Raymond I. Wilcox

  	
   

  	
  DATE:

  	
  02/09/06

  	
   

  



 


 


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