exv10w2



 





Exhibit 10.2




CONOCOPHILLIPS

EXECUTIVE SEVERANCE PLAN




(Effective October 1, 2004)



          Effective October 1, 2004, the Company adopts this the ConocoPhillips
Executive Severance Plan (the “Plan”) for the benefit of certain employees of
the Company and its subsidiaries.


          All capitalized terms used herein are defined in Section 1 hereof. This
Plan is intended to be a plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended and shall be interpreted in a manner
consistent with such intention.


SECTION 1. DEFINITIONS. As hereinafter used:


1.1 “Board” means the Board of Directors of the Company.


1.2 “Cause” means (i) the willful and continued failure by the Eligible
Employee to substantially perform the Eligible Employee’s duties with the
Employer (other than any such failure resulting from the Eligible Employee’s
incapacity due to physical or mental illness), or (ii) the willful engaging,
not in good faith, by the Eligible Employee in conduct which is demonstrably
injurious to the Company or any of its subsidiaries, monetarily or otherwise.


1.3 “Code” means the Internal Revenue Code of 1986, as it may be amended from
time to time.


1.4 “Company” means ConocoPhillips or any successors thereto.


1.5 “Credited Compensation” of a Severed Employee means the aggregate of the
Severed Employee’s annual base salary plus his or her annual incentive
compensation, each as further described below. For purposes of this
definition, (a) annual base salary shall be determined immediately prior to the
Severance Date and (b) annual incentive compensation shall be deemed to equal
the Severed Employee’s most recently established target (determined at one
hundred percent of target) for annual incentive compensation for such employee
prior to such employee’s Severance Date pursuant to the Variable Cash Incentive
Program or its successor program maintained by the Employer.


1.6 “Effective Date” means the date first stated above as the effective date of
this Plan.



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1.7 “Eligible Employee” means any employee that is a Tier 1 Employee or a Tier
2 Employee, other than those employees who are listed on Exhibit B.


1.8 “Employer” means the Company or any of its subsidiaries.


1.9 “Person” means any individual, firm, corporation, partnership, association,
trust, unincorporated organization, or other entity.


1.10 “Plan” means the ConocoPhillips Executive Severance Plan, as set forth
herein, as it may be amended from time to time.


1.11 “Plan Administrator” means the person or persons appointed from time to
time by the Board, which appointment may be revoked at any time by the Board.


1.12 “Retirement Plans” means the ConocoPhillips Retirement Plan and the
ConocoPhillips Key Employee Supplemental Retirement Plan.


1.13 “Severance” means the termination of an Eligible Employee’s employment
with the Employer by the Employer other than for Cause. An Eligible Employee
will not be considered to have incurred a Severance if his employment is
discontinued by reason of the Eligible Employee’s death or a physical or mental
condition causing such Eligible Employee’s inability to substantially perform
his duties with the Employer and entitling him or her to benefits under any
long-term sick pay or disability income policy or program of the Employer.
Furthermore, an Eligible Employee will not be considered to have incurred a
Severance if employment with the Employer is discontinued after the Eligible
Employee has been offered employment with another employer that has purchased a
subsidiary or division of the Company or all or substantially all of the assets
of an a subsidiary or division of the Company and the offer of employment from
the other employer is at the same or greater salary and the same or greater
target bonus as the Eligible Employee has at that time from the Employer.
Still further, an Eligible Employee will not be considered to have incurred a
Severance if employment with the Employer is discontinued and the Eligible
Employee is also eligible for payments under the ConocoPhillips Key Employee
Change in Control Severance Plan, effective October 1, 2004, or as subsequently
amended, or under the Conoco Inc. Key Employee Severance Plan, as amended and
restated effective October 1, 2001, and as subsequently amended.


1.14 “Severance Date” means the date on which an Eligible Employee incurs a Severance.


1.15 “Severance Pay” means the payment determined pursuant to Section 2.1 hereof.


1.16 “Severed Employee” means an Eligible Employee who has incurred a Severance.


1.17 “Tier 1 Employee” means any employee of the Employer who is in salary
grade 26 or above (under the salary grade schedule of the Company on the
Effective Date, with appropriate adjustment for any subsequent change in such
salary grade schedule) on the Severance Date.

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1.18 “Tier 2 Employee” means any employee of the Employer, other than a Tier 1
Employee, who is in salary grade 23 or above (under the salary grade schedule
of the Company on the Effective Date, with appropriate adjustment for any
subsequent change in such salary grade schedule) on the Severance Date.


SECTION 2. BENEFITS.


2.1 Subject to Section 2.7, each Severed Employee shall be entitled to receive
Severance Pay equal to the sum of (a) and (b). For this purpose, (a) is the
Severed Employee’s Credited Compensation, multiplied by (i) 2, in the case of a
Tier 1 Employee or (ii) 1.5 in the case of a Tier 2 Employee and (b) is the
present value, determined as of the Severed Employee’s Severance Date, of the
increase in benefits under the Retirement Plans that would result if the
Severed Employee was credited with the following number of additional years of
age and service under the Retirement Plans: (i) 2, in the case of a Tier 1
Employee or (ii) 1.5, in the case of a Tier 2 Employee. Present value shall be
determined based on the assumptions utilized under the ConocoPhillips
Retirement Plan for purposes of determining contributions under Code Section
412 for the most recently completed plan year. For purposes of Employer
compensation plans, programs, and arrangements, each Severed Employee shall be
considered to have been laid off by the Employer.


2.2 Severance Pay (as well as any amount payable pursuant to Section 2.4
hereof) shall be paid to an eligible Severed Employee by crediting the account
of the Severed Employee in the ConocoPhillips Key Employee Deferred
Compensation Plan, as soon as practicable following the later of the Severance
Date and the date the Severed Employee’s release, described in Section 2.7,
becomes irrevocable; provided, however, that a Severed Employee not on the U.S.
payroll shall instead be paid directly rather than by crediting of an account
in the ConocoPhillips Key Employee Deferred Compensation Plan. Amounts
credited to the ConocoPhillips Key Employee Deferred Compensation Plan shall be
subject to the terms and conditions of the ConocoPhillips Key Employee Deferred
Compensation Plan. Within 30 days of becoming eligible for benefits under this
Plan, each Eligible Employee shall make an election under the ConocoPhillips
Key Employee Deferred Compensation Plan as to the timing of receipt of any
amounts under the ConocoPhillips Key Employee Deferred Compensation Plan
derived from benefits arising from this Plan.


2.3 Subject to Section 2.7, for a period of (a) 24 months, in the case of a
Tier 1 Employee or (b) 18 months, in the case of a Tier 2 Employee, beginning
the first of the month following the termination of active employee benefits,
the Company shall arrange to provide the Severed Employee and his eligible
dependents benefits similar to those the Severed Employee and his eligible
dependents had immediately prior to the Severed Employee’s Severance Date.
These benefits will be provided at no greater cost to the Severed Employee than
active employee rates for the plan year of coverage provided the benefits
continue to be offered by the Company to active employees and the Severed
Employee and his eligible dependents meet the same eligibility criteria for the
benefits as an active employee and dependents of an active employee. Depending
on coverages prior to the Severed Employee’s Severance Date, these benefits
could include the following, but do not include any other benefits offered by
the Company: Life Insurance, which includes Basic, Executive Basic,
Supplemental, and Dependent Life; Personal Accident



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Insurance; Medical (Primary PPO and Traditional Options); and Dental (CP Dental
Option). Severed employees may also continue Long Term Care and Executive Life
directly through the vendor to be paid for by the Severed Employee. If a
Severed Employee is covered by any other Medical Option prior to the Severed
Employee’s Severance Date, the Severed Employee will be covered under the
Primary PPO Option or the Traditional Option for medical benefits, at the
Severed Employee’s choice, as soon as possible after the Severed Employee’s
Severance Date. If a Severed Employee is covered by any other Dental Option
prior to the Severed Employee’s Severance Date, the Severed Employee will be
covered under the CP Dental Option for dental benefits as soon as possible
after the Severed Employee’s Severance Date. While as an active employee the
Severed Employee may have been able to make employee contributions or pay
premiums for certain coverage through a pre-tax salary reduction arrangement,
that will not continue after the Severed Employee’s Severance Date. The cost
of these benefits will not be adjusted to reflect that the Severed Employee’s
cost will no longer be pre-tax. All other active employee benefits, not
specifically mentioned above, are excluded, although if any of the benefits
specifically mentioned above are replaced with a similar benefit after the
Severed Employee’s Severance Date, such replacement benefits are to be
considered as mentioned specifically above even though their names, terms, and
conditions may have been changed. Such benefits shall not be provided (except
to the extent as may be required by law) during any period when the Severed
Employee is eligible to receive such benefits from another employer or from an
Employer or if the Severed Employee has resumed working for an Employer. The
Severed Employee is obligated to inform the Company when or if they become
eligible to receive such benefits from another employer.


2.4 Each Severed Employee shall be entitled to receive the employee’s full
salary through the Severance Date and, subject to Section 2.7 but
notwithstanding any provision of the Company’s Variable Cash Incentive Program
or similar annual bonus incentive plan to the contrary, a cash lump sum amount
equal to a pro rata portion to the Severance Date of the aggregate value of the
annual incentive compensation award to such Severed Employee for the then
uncompleted fiscal year under such plan, such aggregate value being deemed to
equal the Severed Employee’s most recently established target (determined at
one hundred percent of target) for annual incentive compensation for such
employee prior to such employee’s Severance Date pursuant to the Variable Cash
Incentive Program (or similar annual bonus incentive plan) or its successor
program maintained by the Employer.


2.5 Each party to any dispute concerning this Plan shall be responsible for
that party’s own legal fees and expenses; provided, however, that the
arbitrator appointed pursuant to Section 3.2 of this Plan may award reasonable
legal fees and expenses to an Eligible Employee if the arbitrator determines
that the Company’s denial of the claim of the Eligible Employee was not
reasonable.


2.6 The Company shall be entitled to withhold and/or to cause to be withheld
from amounts to be paid to the Severed Employee hereunder any federal, state,
or local withholding or other taxes or charges which it is from time to time
required to withhold.



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2.7 No Severed Employee shall be eligible to receive Severance Pay or other
benefits under the Plan unless he or she first executes a written release
substantially in the form attached as Exhibit A hereto (or, if the Severed
Employee was not a United States employee, a similar release which is in
accordance with the applicable laws in the relevant jurisdiction) and, to the
extent such release is revocable by its terms, only if the Severed Employee
does not revoke it, and unless he or she also, at the request of the Company,
executes a written agreement not to compete with the Company, with such terms
and conditions as may be proposed by the Company at the time.


SECTION 3. PLAN ADMINISTRATION.


3.1 The Plan Administrator shall administer the Plan and may interpret the
Plan, prescribe, amend, and rescind rules and regulations under the Plan and
make all other determinations necessary or advisable for the administration of
the Plan, subject to the provisions of the Plan. The Plan Administrator shall
have absolute discretion and authority in carrying out its responsibilities,
and all interpretations of the Plan, determinations of eligibility under the
Plan, determinations to grant or deny benefits under the Plan, or findings of
fact or resolutions related to the Plan and its administration that are made by
the Plan Administrator shall be binding, final, and conclusive on all parties.


3.2 In the event of a claim by an Eligible Employee as to the amount or timing
of any payment or benefit, such Eligible Employee shall present the reason for
his or her claim in writing to the Plan Administrator. The Plan Administrator
shall, within 14 days after receipt of such written claim, send a written
notification to the Eligible Employee as to its disposition. Except as
provided in the preceding portion of this Section 3.2, all disputes under this
Plan shall be settled exclusively by binding arbitration in Houston, Texas, in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator’s award in any court having
jurisdiction.


3.3 The Plan Administrator may delegate any of its duties hereunder to such
person or persons from time to time as it may designate.


3.4 The Plan Administrator is empowered, on behalf of the Plan, to engage
accountants, legal counsel, and such other personnel as it deems necessary or
advisable to assist it in the performance of its duties under the Plan. The
functions of any such persons engaged by the Plan Administrator shall be
limited to the specified services and duties for which they are engaged, and
such persons shall have no other duties, obligations or responsibilities under
the Plan. Such persons shall exercise no discretionary authority or
discretionary control respecting the management of the Plan. All reasonable
expenses thereof shall be borne by the Employer.


SECTION 4. DURATION; AMENDMENT; AND TERMINATION.


4.1 This Plan shall be effective on the Effective Date. This Plan shall
continue in effect unless and until it is terminated as provided in Section
4.2.



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4.2 This Plan may be amended from time to time during its term by the Company
acting through its Board of Directors or, to the extent authorized by the Board
of Directors, its officers. The Company may, by action of its Board of
Directors, terminate this Plan at any time.


SECTION 5. GENERAL PROVISIONS.


5.1 Except as otherwise provided herein or by law, no right or interest of any
Eligible Employee under the Plan shall be assignable or transferable, in whole
or in part, either directly or by operation of law or otherwise, including
without limitation by execution, levy, garnishment, attachment, pledge, or in
any manner; no attempted assignment or transfer thereof shall be effective; and
no right or interest of any Eligible Employee under the Plan shall be liable
for, or subject to, any obligation or liability of such Eligible Employee.
When a payment is due under this Plan to a Severed Employee who is unable to
care for his or her affairs, payment may be made directly to his or her legal
guardian or personal representative.


5.2 If any Employer is obligated by law or by contract to pay severance pay, a
termination indemnity, notice pay, or the like, to a Severed Employee, or if
any Employer is obligated by law to provide advance notice of separation
(“Notice Period”) to a Severed Employee, then any Severance Pay hereunder to
such Severed Employee shall be reduced by the amount of any such severance pay,
termination indemnity, notice pay, or the like, as applicable, and by the
amount of any compensation received during any Notice Period. This provision
specifically includes any payments or obligations under the ConocoPhillips
Severance Pay Plan, as effective March 13, 2004, and as subsequently amended.
Furthermore, if an Eligible Employee has willful and bad faith conduct
demonstrably injurious to Company or its subsidiaries, monetarily or otherwise,
after receiving Severance Pay, the Company may offset an amount equal to such
Severance Pay against any other amounts due from other plans or programs,
unless otherwise required by law.


5.3 Neither the establishment of the Plan, nor any modification thereof, nor
the creation of any fund, trust, or account, nor the payment of any benefits
shall be construed as giving any Eligible Employee, or any person whomsoever,
the right to be retained in the service of the Employer, and all Eligible
Employees shall remain subject to discharge to the same extent as if the Plan
had never been adopted.


5.4 If any provision of this Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof,
and this Plan shall be construed and enforced as if such provisions had not
been included.


5.5 This Plan shall be binding upon the heirs, executors, administrators,
successors, and assigns of the parties, including each Eligible Employee,
present and future, and any successor to the Employer.


5.6 The headings and captions herein are provided for reference and convenience
only, shall not be considered part of the Plan, and shall not be employed in
the construction of the Plan.

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5.7 The Plan shall not be funded. No Eligible Employee shall have any right
to, or interest in, any assets of any Employer that may be applied by the
Employer to the payment of benefits or other rights under this Plan.


5.8 Any notice or other communication required or permitted pursuant to the
terms hereof shall have been duly given when delivered or mailed by United
States Mail, first-class, postage prepaid, addressed to the intended recipient
at his, her or its last known address.


5.9 This Plan shall be construed and enforced according to the laws of the
State of Delaware.



CONOCOPHILLIPS




	 	 	 	 	 	 	 
	By:

	 	/s/ Carin S. Knickel
	 	Dated:
	 	11/1/2004
	

	 	
 
	 	 	 	
 
	

	 	Carin S. Knickel	 	 	 	 
	

	 	Vice President, Human Resources	 	 	 	 







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Exhibit A




WAIVER AND RELEASE OF CLAIMS



     In consideration of, and subject to, the payments to be made to me by
ConocoPhillips, a Delaware corporation (the “Company”) or any of its
subsidiaries, pursuant to the ConocoPhillips Executive Severance Plan (the
“Plan”), which I acknowledge that I would not otherwise be entitled to receive,
I hereby waive any claims I may have for employment or re-employment by the
Company or any subsidiary or parent of the Company after the date hereof, and I
further agree to and do release and forever discharge the Company or any
subsidiary or parent of the Company, and their respective past and present
officers, directors, shareholders, employees, and agents from any and all
claims and causes of action, known or unknown, arising out of or relating to my
employment with the Company or any subsidiary or parent of the Company, or the
termination thereof, including, but not limited to, wrongful discharge, breach
of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in
Employment Act, Employee Retirement Income Security Act, Americans with
Disabilities Act, or any other federal, state, or local legislation or common
law relating to employment or discrimination in employment or otherwise.


     Notwithstanding the foregoing or any other provision hereof, nothing in
this Waiver and Release of Claims shall adversely affect (i) my rights under
the Plan; (ii) my rights to benefits other than severance benefits under plans,
programs, and arrangements of the Company or any subsidiary or parent of the
Company which are accrued but unpaid as of the date of my termination; or (iii)
my rights to indemnification under any indemnification agreement, applicable
law and the certificates of incorporation and bylaws of the Company and any
subsidiary or parent of the Company, and my rights under any director’s and
officers’ liability insurance policy covering me.


     I acknowledge that I have signed this Waiver and Release of Claims
voluntarily, knowingly, of my own free will and without reservation or duress
and that no promises or representations have been made to me by any person to
induce me to do so other than the promise of payment set forth in the first
paragraph above and the Company’s acknowledgement of my rights reserved under
the second paragraph above.



	 	 	 	 	 	 	 
	Signature:

	 	 	 	Dated:	 	 
	

	
 
	 	 	
 







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Exhibit B




Employees Ineligible for Executive Severance Plan




Lars A. Takla




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