exv10w28



 






Exhibit 10.28




AMENDMENT NO. 5

TO

BURLINGTON RESOURCES INC.

1997 EMPLOYEE STOCK INCENTIVE PLAN




     The Burlington Resources Inc. 1997 Employee Stock Incentive Plan is hereby amended, effective
as of December 19, 2005, as follows:



     1. The third sentence of Article 10.7 is amended to read in its entirety as follows:




	 	 	“The Fair Market Value of such Common Stock as delivered shall be
valued as of the day prior to exercise of the Option or the
vesting of the Restricted Stock.”





     2. The fifth sentence of Section 10.7 is amended to read in its entirety as follows:




	 	 	“The Fair Market Value of such Common Stock as is withheld shall be valued as of the day of
exercise of the Option or the vesting of the Restricted Stock.”

















 






AMENDMENT NO. 6 TO

BURLINGTON RESOURCES INC.

1997 EMPLOYEE STOCK INCENTIVE PLAN




     The Burlington Resources Inc. 1997 Stock Incentive Plan is hereby amended, effective January
25, 2006, as follows:




     1. A new Section 2.17 is hereby added to read as follows:




”2.17 Merger Agreement




The Agreement and Plan of Merger, dated December 12, 2005 by and between the
Company, ConocoPhillips, and Cello Acquisition Corp., a wholly owned
subsidiary of ConocoPhillips pursuant to which Burlington will be merged
with and into Cello Acquisition Corp.”



     2. The portion of the first sentence of Section 6.2(h) up to the colon is hereby amended to
read in its entirety as follows:




“Subject to Section 6.2(j) below, upon the termination of a Participant’s
employment with the Company and all Subsidiaries for any reason other than
death or Permanent Disability, the Participant’s Option shall be exercisable
only to the extent that it was then exercisable and, unless the term of the
Option expires sooner, such Option shall expire according to



 









 







the following schedule; provided, however, that the Plan Administrator or
the Committee may at any time determine in a particular case that specific
limitations and restrictions under the Plan shall not apply:”



     3. Section 6.2(j) is hereby amended to read in its entirety as follows:




     “Notwithstanding other Plan provisions pertaining to the times
at which Options may be exercised, all outstanding Options, to the
extent not then currently exercisable, shall become exercisable in
full upon the occurrence of a Change in Control; provided, however,
that any options granted after December 12, 2005 will not vest in
full at the Effective Time (as defined in the Merger Agreement), but
will instead retain their normal vesting schedule subject to vesting
in full in the event, following the Effective Time, of a termination
of the employment of the holder by the Company (or ConocoPhillips)
without “Cause” (as such term is defined in the
Company’s Employee Change in Control Severance Plan) or by the
holder for “Good Reason” (as such term is defined in the
Company’s Employee Change in Control Severance Plan) prior to full
vesting.”



     4. Section 7.6 is hereby amended to read in its entirety as follows:




“The Restriction Period for any Participant shall be deemed to end
and all restrictions on shares of Restricted Stock shall terminate
immediately upon a Change of Control; provided, however, that the
Restriction Period for any Participant and the restrictions on any shares granted after December 12, 2005 will not lapse immediately at
the Effective Time (as defined in the Merger Agreement), but will
instead continue in full and such Restriction Period will end in the
event, following the Effective Time, of a termination of the
employment of the holder by the Company (or ConocoPhillips) without
“Cause” (as such term is defined in the
Company’s Employee Change in Control Severance Plan) or by the holder for “Good Reason” (as such term is defined in the
Company’s Employee Change in Control Severance Plan) prior to full vesting.”