d123121dex10201






 

 

Exhibit 
10.20.1 
1
CONOCOPHILLIPS 
KEY EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN 
(Amended and Restated Effective 
as of December 2, 2021) 
The ConocoPhillips Key Employee Change in Control Severance 
Plan (the "Plan") is hereby 
amended and restated effective 
as of December 2, 2021. 
All capitalized terms used herein are 
defined in Section 1 hereof. 

Effective October 1, 2004, the Company adopted 
this Plan for the 
benefit of certain employees 
of 
the Company 
and its Subsidiaries. 
This Plan 
was subsequently 
amended and 
restated 
effective 
December 31, 
2008, then subsequently 
amended and restated 
as of the 
Effective 
Time (as that 
term is 
used in 
the Employee 
Matters Agreement between ConocoPhillips 
and Phillips 
66 dated 
as 
of 
April 
26, 
2012), 
then 
further 
amended 
and 
restated 
effective 
January 1, 
2014. 
This 
Plan 
is 
hereby subsequently 
amended 
and 
restated 
effective 
December 
2, 
2021, 
which 
restatement 
wholly 
replaces the prior restatement 
(except as set forth below), by approval 
of the Human Resources 
and 
Compensation 
Committee 
of 
the 
Board 
of 
Directors 
of 
ConocoPhillips 
at 
its 
meeting 
on 
December 2, 2021. 
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 
"Accounting Firm" has the meaning ascribed to such term in Section 2.4(b) of this Plan. 
1.2 
"Affiliate" has the meaning 
ascribed to such term in 
Rule 12b-2 of the General Rules 
and 
Regulations under the Exchange Act, as in effect on the Effective 
Date. 
1.3 
"Associate" means, with 
reference 
to any 
Person, (a) any 
corporation, firm, 
partnership, 
association, unincorporated organization, or 
other entity 
(other than 
the Company 
or a 
Subsidiary 
of the 
Company) of 
which such 
Person is an 
officer or 
general partner (or 
officer or 
general 
partner 
of a 
general partner) 
or is, 
directly or 
indirectly, the Beneficial 
Owner 
of 10% 
or more 
of any 
class 
of 
equity securities, 
(b) any trust 
or other 
estate 
in which 
such Person 
has a 
substantial 
beneficial 
interest or as to which such Person serves as trustee or in a similar 
fiduciary capacity, and (c) any 
relative or spouse of 
such Person, or any relative of 
such spouse, who 
has the same 
home as such 
Person. 
1.4 
"Beneficial Owner" means, with reference to any 
securities, any Person if: 






 

Exhibit 
10.20.1 
2
(a) 
such Person 
or any 
of such 
Person’s 
Affiliates 
and Associates, 
directly 
or 
indirectly, is the "beneficial 
owner" 
of 
(as 
determined 
pursuant 
to Rule 
13d-3 
of 
the 
General 
Rules 
and 
Regulations 
under the 
Exchange 
Act, as 
in 
effect 
on the 
Effective 
Date) 
such 
securities 
or 
otherwise 
has 
the 
right 
to 
vote 
or 
dispose 
of 
such 
securities, 
including 
pursuant to 
any agreement, 
arrangement, or 
understanding (whether 
or not in writing); 
provided, 
however, 
that a 
Person 
shall not 
be deemed 
the "Beneficial 
Owner" of, 
or to 
"beneficially 
own," 
any 
security 
under 
this 
subsection 
(a) 
as 
a 
result 
of 
an 
agreement, 
arrangement, or understanding to vote such security if such agreement, arrangement, 
or 
understanding: 
(i) arises solely from a revocable 
proxy or consent 
given in response to a 
public (
i.e.
, not including a solicitation exempted 
by Rule 14a-2(b)(2) of the General Rules 
and Regulations under the Exchange Act) proxy or consent solicitation made pursuant to, 
and in 
accordance with, 
the applicable 
provisions 
of the 
General 
Rules and 
Regulations 
under the 
Exchange Act, 
and (ii) is 
not then 
reportable by 
such Person 
on Schedule 13D 
under the Exchange Act (or any comparable or successor report); 
 
(b) 
such Person 
or any 
of such 
Person’s 
Affiliates 
and Associates, 
directly 
or 
indirectly, 
has 
the 
right 
or 
obligation 
to 
acquire 
such 
securities 
(whether 
such 
right 
or 
obligation is exercisable or effective 
immediately or only after the passage of time or the 
occurrence 
of 
an 
event) 
pursuant 
to 
any 
agreement, 
arrangement, 
or 
understanding 
(whether or 
not in 
writing) or 
upon the 
exercise of 
conversion 
rights, 
exchange 
rights, 
other 
rights, warrants, 
or options, or 
otherwise; provided, however, 
that a Person 
shall not be 
deemed the Beneficial 
Owner of, or to 
"beneficially own," (i) 
securities tendered pursuant 
to a 
tender or 
exchange offer 
made by 
such Person 
or any 
of such 
Person’s 
Affiliates 
or 
Associates 
until 
such 
tendered 
securities 
are 
accepted 
for 
purchase 
or 
exchange 
or 
(ii) securities issuable upon exercise of Exempt Rights; or 
 
(c) 
such 
Person 
or 
any 
of 
such 
Person’s 
Affiliates 
or 
Associates 
(i) has 
any 
agreement, 
arrangement, 
or 
understanding 
(whether 
or 
not 
in 
writing) 
with 
any 
other 
Person (or any Affiliate or Associate thereof) 
that beneficially owns such 
securities for the 
purpose of 
acquiring, holding, 
voting (except as 
set forth in 
the proviso 
to subsection (a) 
of 
this definition), 
or disposing 
of such 
securities or 
(ii) is a 
member of 
a group 
(as that 
term is 
used in Rule 13d-5(b) of the General Rules and Regulations under the Exchange 
Act) that 
includes any other Person that beneficially owns such securities; 
provided, however, 
that nothing in this definition shall cause a Person engaged in business as an 
underwriter of 
securities to 
be the 
Beneficial Owner 
of, 
or to 
"beneficially own," 
any securities 
acquired through such 
Person’s participation in good 
faith 
in 
a 
firm 
commitment 
underwriting 
until 
the 
expiration 
of 
40 
days 
after 
the 
date 
of 
such 
acquisition. 
For 
purposes 
hereof, 
"voting" 
a 
security shall include 
voting, granting a 
proxy, consenting or making a 
request or demand 
relating 
to 
corporate 
action 
(including, 
without 
limitation, 
a 
demand 
for 
a 
stockholder 
list, 
to 
call 
a 
stockholder 
meeting 
or 
to 
inspect 
corporate 
books 
and 
records), 
or 
otherwise 
giving 
an 
authorization (within the 
meaning of 
section 14(a) of 
the Exchange 
Act) in 
respect 
of 
such 
security. 






 

Exhibit 
10.20.1 
3
The terms 
"beneficially own" 
and "beneficially 
owning" have meanings 
that are 
correlative 
to this definition of the term "Beneficial Owner."
1.5 
"Board" means the Board of Directors of the Company. 
1.6 
"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. 
1.7 
"Change in Control" means any of the following occurring on or after the Effective 
Date: 

 
(a) 
any 
Person 
(other 
than 
an 
Exempt 
Person) 
shall 
become 
the 
Beneficial 
Owner of 
20% or 
more of 
the shares 
of Common 
Stock then 
outstanding or 
20% or 
more 
of 
the 
combined 
voting 
power 
of 
the 
Voting 
Stock 
of 
the 
Company 
then 
outstanding; 
provided, however, that no Change 
of Control 
shall 
be deemed 
to occur 
for 
purposes 
of 
this 
subsection (a) if 
such Person 
shall become 
a Beneficial 
Owner of 
20% or 
more 
of 
the 
shares 
of Common Stock then outstanding or 20% or more of the combined voting power of the 
Voting 
Stock 
of 
the 
Company 
then 
outstanding 
solely 
as 
a 
result 
of 
(i) any 
acquisition 
directly from the 
Company or 
(ii) any acquisition 
by a 
Person pursuant to 
a transaction 
that 
complies with clauses (i), (ii), and (iii) of subsection (c) of this definition are satisfied; 
(b) 
individuals 
who, 
as 
of 
the 
Effective 
Date, 
constitute 
the 
Board 
(the 
“Incumbent Board”) 
cease for 
any reason 
to constitute 
at least 
a majority 
of the 
Board; 
provided, however, 
that any 
individual becoming 
a director 
subsequent to 
the Effective 
Date, 
whose 
election, 
or 
nomination 
for 
election 
by 
the 
Company’s 
shareholders, 
was 
approved by a vote of at least a majority of the directors 
then comprising the Incumbent 
Board 
shall be 
considered 
as 
though 
such individual 
were 
a 
member of 
the 
Incumbent 
Board; provided, further, that 
there shall 
be excluded, for 
this purpose, 
any such 
individual 
whose initial assumption of 
office occurs as 
a result of any 
actual or threatened 
election 
contest with respect to the election or removal of directors or other actual or threatened 
solicitation of proxies or consents by or on behalf of a Person 
other than the Board; 
(c) 
the Company shall consummate a 
reorganization, merger, 
statutory share, 
consolidation, or 
similar transaction 
involving the 
Company or 
any 
of 
its 
subsidiaries 
or sale 
or 
other 
disposition 
of 
all 
or 
substantially 
all 
of 
the 
assets 
of 
the 
Company, 
or 
the 
acquisition of 
assets or 
securities of 
another 
entity 
by the 
Company 
or any 
of 
its 
subsidiaries 
(a “Business Combination”), in 
each case, unless, 
following such Business Combination, (i) 
50% 
or 
more 
of 
the 
then 
outstanding 
shares 
of 
common 
stock 
of 
the 
corporation, 
or 
common 
equity 
securities 
of 
an 
entity 
other 
than 
a 
corporation, 
resulting 
from 
such 
Business Combination 
and 
the 
combined 
voting 
power 
of 
the 
then 
outstanding 
Voting Stock 
of such corporation or other entity 
are beneficially owned, directly or 
indirectly, 
by all or 
substantially 
all 
of 
the 
Persons 
who 
were 
the 
Beneficial 
Owners 
of 
the 
outstanding 






 

Exhibit 
10.20.1 
4
Common Stock immediately prior to 
such Business Combination in 
substantially the same 
proportions as 
their ownership, 
immediately prior 
to such 
Business Combination, of 
the 
outstanding 
Common Stock, 
(ii) no Person 
(excluding 
any Exempt 
Person 
or any 
Person 
beneficially owning, 
immediately prior 
to such 
Business Combination, 
directly 
or indirectly, 
20% or 
more 
of the 
Common Stock 
then outstanding 
or 20% 
or more 
of the 
combined 
voting 
power 
of the 
Voting 
Stock 
of the 
Company 
then 
outstanding) 
beneficially 
owns, 
directly or indirectly, 20% or more of 
the then outstanding shares of 
common stock of the 
corporation, 
or common equity securities of an entity other than a corporation, resulting 
from such Business 
Combination or the 
combined voting power 
of the then outstanding 
Voting Stock of 
such corporation or 
other entity, and (iii) 
at least 
a majority 
of the 
members 
of the 
board of 
directors of the 
corporation, or common 
equity securities 
of 
an entity 
other 
than 
a 
corporation, 
resulting 
from 
such 
Business 
Combination 
were 
members 
of 
the 
Incumbent Board at 
the time 
of the 
initial 
agreement 
or initial 
action 
by 
the 
Board 
providing 
for such Business Combination; or 

(d) 
the shareholders 
of the Company 
shall approve a 
complete liquidation 
or 
dissolution of the Company unless such liquidation or dissolution is approved as part of a 
transaction that complies with clauses (i), (ii), and (iii) of subsection (c) of this definition. 
1.8 
"Code" means 
the Internal 
Revenue Code of 
1986, 
as 
it may 
be amended 
from 
time 
to time. 
1.9 
"Common Stock" means the common stock, par value $.01 per share, of the Company. 
1.10 
"Company" means ConocoPhillips or any successors thereto. 
1.11 
" Company 
Retirement Contribution Percentage" 
means the 
percentage, determined with 
regard to a 
Severed Employee as 
of their 
Severance Date, set 
forth in 
(a) the 
Company Retirement 
Contribution 
feature under 
the ConocoPhillips 
Savings Plan 
and (b) the 
Supplemental Company 
Retirement Contribution 
feature under 
the Company Retirement 
Contribution Make-Up Plan 
of 
ConocoPhillips. 

1.12 
"Controlled Group" shall mean ConocoPhillips and its Subsidiaries. 
1.13 
"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 
(without 
regard 
to 
any 
reductions 
therein 
which 
constitute 
Good Reason) 
and (b) annual 
incentive 
compensation 
shall be 
deemed to 
equal the 
higher of 
(i) 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 or 
(ii) the 
average of 
the 
most 
recent 
two annual 
incentive 
compensation 
payments 
to by 
such Severed 
Employee pursuant 
to the 
Variable 
Cash Incentive 
Program 
or its 
successor 
program maintained by 
the Employer 
made before his 
or her 
Severance Date; provided, 
however, 
that for purposes of this clause (ii), (I) if such Severed Employee has been eligible to receive only 






 

Exhibit 
10.20.1 
5
one such 
annual incentive 
compensation payment for 
a period 
ending before his 
or her 
Severance 
Date, 
the 
amount 
of 
annual 
incentive 
compensation 
for 
purposes 
of 
determining 
Credited 
Compensation shall 
be equal 
to the 
amount 
of such 
single 
annual 
incentive 
compensation 
payment 
(if 
any), 
and 
(II) 
if 
such 
Severed 
Employee 
has 
not 
been 
eligible 
for 
any 
such 
annual 
incentive 
compensation 
payment, 
the 
amount 
of annual 
incentive 
compensation 
for 
purposes 
of 
determining 
Credited Compensation shall 
be equal 
to his 
or her 
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. 
1.14 
"Effective Date" means the 
effective date of 
this Plan 
as amended 
and restated as 
set 
forth 
in the preamble to this Plan. 
1.15 
"Eligible Employee" means any employee that is a Tier 1 Employee or a Tier 2 Employee. 
1.16 
"Employer" means the Company or any of its Subsidiaries. 
1.17 
"Exchange Act" means the Securities Exchange Act of 1934, as amended. 
1.18 
"Excise Tax" shall mean the excise tax 
imposed by section 
4999 of the 
Code, together with 
any interest or penalties imposed with respect to such excise 
tax. 
1.19 
"Exempt Person" means any 
of the Company, 
any entity controlled by the Company, 
any 
employee benefit plan (or related 
trust) sponsored or maintained 
by the Company or any 
entity 
controlled by the 
Company, 
and any 
Person organized, appointed, or 
established by the 
Company 
or any 
entity controlled by 
the Company for 
or pursuant 
to the 
terms 
of any 
such 
employee 
benefit 
plan. 
1.20 
"Exempt 
Rights" means any 
rights to 
purchase shares 
of Common Stock 
or other 
Voting 
Stock of 
the Company 
if at 
the time 
of the 
issuance thereof 
such rights 
are not 
separable 
from 
such 
Common Stock 
or other 
Voting Stock (
i.e.
, are 
not transferable otherwise 
than 
in connection 
with 
a 
transfer of the underlying 
Common Stock or 
other Voting Stock), except upon 
the occurrence of 
a 
contingency, 
whether such 
rights exist 
as of 
the Effective 
Date, 
or are 
thereafter 
issued by 
the 
Company as a dividend on shares of Common Stock or other Voting Securities or otherwise. 
1.21 
"Good Reason" 
means the 
occurrence, on 
or after 
the date 
of a 
Change in 
Control, 
and 
without the Eligible Employee's 
written consent, of (i) the assignment to 
the Eligible Employee of 
duties in 
the aggregate 
that are 
inconsistent with 
the Eligible 
Employee's level 
of responsibility 
immediately 
prior to 
the date 
of the 
Change in 
Control 
or any 
diminution in 
the nature 
of the 
Eligible Employee's 
responsibilities 
from 
those 
in 
effect immediately 
prior 
to the 
date of 
the 
Change 
in Control; 
(ii) a reduction 
by the 
Employer in 
the Eligible 
Employee's annual 
base salary or 
any 
adverse change in 
the Eligible 
Employee's aggregate annual 
and 
long 
term 
incentive 
compensation 
opportunity from 
that in effect 
immediately prior 
to the 
Change in Control 
which change 
is not 
pursuant to a 
program applicable to 
all comparably 
situated executives of 
the 
Employer; 
or 
(iii) the 
relocation of 
the Eligible 
Employee's principal 
place of 
employment to 
a location 
more than 
50 






 

Exhibit 
10.20.1 
6
miles from 
the Eligible 
Employee's principal 
place of 
employment immediately prior 
to the 
date of 
the Change in 
Control; provided, however, that this clause (iii) 
shall not be 
considered to be Good 
Reason 
if 
the 
Employer 
undertakes 
to 
pay 
all 
reasonable 
relocation 
expenses 
of 
the 
Eligible 
Employee 
in connection 
with 
such 
relocation, 
whether 
through 
a 
relocation 
plan, 
program, 
or 
policy of the Employer or otherwise. 
1.22 
"Net Benefit" shall mean the present value of the Payments 
net of all Federal, state, 
local, and foreign income, employment, and excise 
taxes. 
1.23 
"Parachute Value" 
of a Payment shall mean the present value as of the date of the 
change of control for purposes of section 280G of the Code of the portion of such Payment that 
constitutes a "parachute payment" 
under section 280G(b)(2), as determined by the Accounting 
Firm for purposes of determining whether and to what extent the Excise 
Tax will 
apply to such 
Payment. 
1.24 
"Payment" shall mean any payment 
or distribution in the nature of compensation 
(within the meaning of section 280G(b)(2) of the Code) to or for the benefit of an Eligible 
Employee, whether paid or payable pursuant to 
this Plan or otherwise, by any Employer or by a 
Person that is a party to the Change in Control. 
1.25 
"Person" 
means 
any 
individual, 
firm, 
corporation, 
partnership, 
association, 
trust, 
unincorporated organization, 
or other entity. 
1.26 
"Plan" means the ConocoPhillips Key 
Employee Change in Control 
Severance Plan, as 
set 
forth herein, as it may be amended from time to time. 
1.27 
"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. 
At the Effective 
Date, the 
Plan Administrator 
shall be 
the Vice 
President, Human 
Resources and 
Real Estate 
and Facilities 
Services of 
the Company. 
Any successor 
to the 
office of 
Vice President, 
Human 
Resources 
and 
Real 
Estate and Facilities Services (or to 
a lesser or 
greater position encompassing the role 
of the most 
senior officer 
of the 
Company 
with 
responsibility 
over 
the 
Human 
Resources 
function) 
shall 
become 
the 
Plan 
Administrator, 
unless 
and 
until 
the 
Board 
appoints 
another 
person 
or 
persons. 

Notwithstanding the forgoing, 
any person appointed 
as 
Plan 
Administrator 
shall 
recuse 
themselves 
from any action with regard to 
a claim relating to such person as an Eligible Employee. 
1.28 
"Public 
Offering" 
means 
the 
initial 
sale 
of 
common 
equity 
securities 
of 
the 
Company 
pursuant to an 
effective registration statement (other than 
a registration 
on 
Form S-4 
or S-8 
or any 
successor or similar forms) filed under the Securities Act of 1933. 
1.29 
"Retirement Plans" means 
the ConocoPhillips Retirement Plan 
and the 
ConocoPhillips Key 
Employee Supplemental Retirement 
Plan. 

1.30 
"Safe Harbor Amount" 
means, with 
respect to 
an Eligible 
Employee, 2.99 
times the 
Eligible 
Employee's "base amount," within the meaning of section 280G(b)(3) of the Code. 






 

Exhibit 
10.20.1 
7
1.31 
"Separation from Service" 
means the 
date on 
which the 
Participant separates from service 
with the Controlled 
Group within the 
meaning of 
Code section 
409A, whether 
by reason of 
death, 
disability, retirement, or otherwise. 
In determining 
Separation from Service, 
with 
regard to 
a bona 
fide leave of 
absence that 
is due 
to any medically 
determinable 
physical 
or 
mental 
impairment 
that 
can be expected to 
result in death or can 
be expected to 
last for a continuous 
period of not less 
than six 
months, where such 
impairment causes the 
Employee to be 
unable to 
perform the duties 
of his or 
her position of 
employment or 
any substantially 
similar position of 
employment, a 
29-
month period 
of absence 
shall be 
substituted for the 
six-month period set 
forth in section 
1.409A-
1(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder. 
1.32 
"Severance" 
means 
the 
termination 
of 
an 
Eligible 
Employee's 
employment 
with 
the 
Employer on 
or within two 
years following 
the date 
of a 
Change in 
Control, (i) by 
the Employer 
other than for Cause, or (ii) by the Eligible Employee for Good Reason. 
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 
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 
as 
a 
result 
of 
(i) 
the 
Distribution, 
(ii) 
the 
Eligible 
Employee's transfer to the 
controlled group of 
Phillips 
66 in 
connection 
with 
the 
Distribution, 
or (iii) 
the 
Eligible 
Employee's 
transfer 
to 
the 
Controlled 
Group 
in 
connection 
with 
the 
Distribution. 

Notwithstanding 
anything 
herein 
to 
the 
contrary, 
Good 
Reason 
shall 
not 
be 
deemed 
to 
have 
occurred unless the Company shall have 
been given (1) written notice of the Eligible 
Employee's 
assertion that 
an event 
constituting Good 
Reason has 
occurred, 
which 
notice 
shall 
be 
given 
not 
less 
than 
30 
days 
prior 
to 
the 
Severance 
Date 
to 
which 
such 
notice 
relates, 
and 
(2) a 
reasonable 
opportunity 
to 
cure 
such 
occurrence 
during 
such 
30-day 
period. 
Furthermore, 
in 
order 
to 
be 
considered a Severance, the 
termination must also meet the requirements 
of a Separation from 
Service. 
1.33 
"Severance Date" means the date on which an Eligible Employee incurs 
a Severance. 
1.34 
"Severance Pay" means the payment 
determined pursuant to Section 2.1 hereof. 
1.35 
"Severed Employee" means an Eligible Employee who has incurred a Severance. 
1.36 
"Salary 
Grade" 
means 
a 
classification 
level 
for 
Employees 
under 
the 
practices 
of 
the 
Company. 
Where Salary 
Grades are used 
in this 
Plan, they 
are 
depicted 
under 
the 
U.S. 
practices 
for 






 

 

Exhibit 
10.20.1 
8
the Company. 
Practices may vary in other countries or particular subsidiaries, and Salary Grades 
shall be transposed as necessary to reflect the practice in the relevant 
country or subsidiary. 
1.37 
"Subsidiary" means 
any corporation or 
other entity 
that is 
treated 
as 
a single 
employer 
with 
ConocoPhillips after 
the Distribution, 
under section 
414(b) or 
(c) of 
the Code; 
provided, that 
in 
making this determination, in 
applying section 1563(a)(1), 
(2), and (3) 
of the Code 
for purposes of 
determining a 
controlled group of 
corporations under section 
414(b) of 
the Code 
and 
for purposes 
of determining trades or businesses 
(whether or not incorporated) under common 
control under 
regulation section 
1.414(c)-2 for 
purposes of 
section 414(c) 
of the 
Code, the 
language “at 
least 
80%” shall 
be used 
without substitution as 
allowed under regulations 
pursuant to section 
409A of 
the Code. 
1.38 
"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), at 
or subsequent to 
the 
time of the Change in Control. 

1.39 
"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) 
at or 
subsequent to the time of the Change in Control. 
1.40 
"Value" of a 
Payment shall mean 
the economic 
present value 
of 
a Payment 
as 
of the 
date of 
the change of control 
for purposes of section 
280G of the 
Code, as determined 
by the Accounting 
Firm using the discount rate required by 
section 280G(d)(4) of the Code. 
1.41 
"Voting Stock" means, 
(i) with 
respect to 
a corporation, all 
securities of 
such corporation 
of 
any class or series that are entitled to vote generally in the election of, or to appoint by contract, 
directors of 
such corporation 
(excluding any 
class or series 
that would be 
entitled so 
to vote 
by 
reason of 
the occurrence 
of any contingency, so 
long as 
such contingency 
has 
not 
occurred) 
and 
(ii) 
with respect 
to an entit 
y 
which is not 
a corporation, 
all securities of 
any class 
or series that 
are 
entitled to vote 
generally in the 
election of, or 
to appoint by 
contract, members of 
the body 
which 
is most analogous to the board of directors of a corporation 
. 
SECTION 2. 
BENEFITS. 
2.1 
Subject to Section 2.8, each Severed Employee shall be entitled to receive Severance 
Pay 
equal to the 
sum of the 
amounts determined under 
Sections 2.1(a), (b), 
(c), and (d), 
as applicable. 

Furthermore, for purposes of Employer compensation plans, programs, and arrangements, 
each 
Severed Employee shall be considered to have 
been laid off by the Employer. 
 
(a) 
The amount that is the 
Severed Employee's Credited Compensation, multiplied by 
(i) 3, in the case of a Tier 1 Employee or (ii) 2 in the case of a Tier 2 Employee. 






 

Exhibit 
10.20.1 
9
(b)
For Severed Employees 
actively participating in the Retirement 
Plans the amount 
that is 
the present 
value, determined as 
of the 
Severed 
Employee's 
Severance 
Date, 
of 
the 
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) 3, in 
the case 
of a 
Tier 1 
Employee 
or (ii) 
2, in 
the case of a Tier 2 Employee; 
less the amount that is the 
value determined as of 
the Severed Employee’s Severance Date (including any additional credited service 
due to the circumstances 
of the Severed Employee’s 
termination) of the benefits 
under 
the 
Retirement 
Plans. 
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. 
No amounts provided under this Section 2.1(b) shall be 
less than zero. 

For the 
avoidance of 
doubt, with 
respect to 
a Severed 
Employee who 
is actively 
participating in a cash 
balance formula under the 
Retirement Plans, the Severance 
Pay 
amount 
determined 
under 
this 
subsection 
shall 
be 
the 
amount 
that 
is 
the 
present 
value 
of 
benefits 
under 
the 
Retirement 
Plans 
that 
would 
result 
if 
the 
Severed Employee 
was credited with 
the following number of 
additional years of 
pay 
credits 
and interest 
credits 
under the 
Retirement 
Plans as 
of the 
Severance 
Date: (i) 3, 
in the 
case of 
a Tier 
1 Employee 
or (ii) 
2, in 
the case 
of a 
Tier 2 
Employee; 
less 
the 
amount 
that 
is 
the 
value 
determined 
as 
of 
the 
Severed 
Employee’s 
Severance Date of the benefits under the Retirement 
Plans. 

(c)
For 
Severed 
Employees 
actively 
participating 
in 
the 
Company 
Retirement 
Contribution 
Account feature 
of the 
ConocoPhillips Savings 
Plan, as 
that term 
is 
therein defined, the amount that would be the result of the Company Retirement 
Contribution 
Percentage 
multiplied 
by 
the 
Severed 
Employee's 
Credited 
Compensation and (i) 3, 
in the case 
of a Tier 1 
Employee or (ii) 
2, in the case 
of a 
Tier 2 Employee. 

(d)
The amount that is equal to the sum of (i), (ii), and (iii): 
(i)
The 
lesser 
of 
the 
difference 
between 
the 
annual 
COBRA 
participant 
contribution 
amount 
or 
the 
ConocoPhillips 
Retiree 
Medical 
Pre-65 
Plan 
participant 
contribution 
amount, 
as 
applicable, 
and 
the 
annual 
active 
employee contribution 
amount, each 
as of the 
Severance Date, 
based on 
the active medical coverage for which the Severed Employee was enrolled 
as of 
the Severance Date 
multiplied by 
(a) 3, 
in the 
case of 
a Tier 
1 Employee 
or (b) 2, in the case of a Tier 2 Employee. 
For the avoidance of doubt, any 
Severed 
Employee 
or 
dependents 
who 
are 
over 
the 
age 
of 
65 
on 
the 
Severance 
Date 
will 
not 
be 
eligible 
for 
any 
amounts 
under 
this 
section 
2.1(d)(i). 
(ii)
The difference between 
the annual 
COBRA participant 
contribution 
amount 
and 
the 
annual 
active 
employee 
contribution 
amount, 
each 
as 
of 
the 






 

Exhibit 
10.20.1 
10
Severance Date, based 
on the 
active dental coverage 
for which 
the Severed 
Employee was enrolled as of the Severance Date multiplied by (a) 3, in the 
case of a Tier 1 Employee or (b) 2, in the case of a Tier 2 Employee. 
(iii)
The 
difference 
between 
the 
annual 
cost 
to 
maintain 
coverage 
and 
the 
annual active 
employee contribution, each 
as of 
the 
Severance 
Date, 
for the 
company-sponsored 
life 
insurance 
coverage 
(including 
basic, 
executive 
basic, and supplemental) for which the Severed Employee was 
enrolled on 
the Severance Date multiplied by (a) 3, in the case of a Tier 1 Employee 
or 
(b) 2, 
in the 
case of 
a Tier 
2 Employee. 
For the 
avoidance 
of doubt, 
this 
amount 
will 
be 
calculated 
using 
differences 
in 
cost 
ignoring 
any 
limits 
imposed by 
the insurance 
carrier for portability 
and 
conversion 
of coverage. 
Any amounts provided under 
this Section 2.1(d) 
will not be 
adjusted to reflect that 
the Severed Employee’s 
cost will no longer be pre-tax. 
2.2 
Severance Pay (as 
well as 
any amount payable 
pursuant to Section 
2.5 hereof) 
shall 
be 
paid 

to an 
eligible Severed Employee 
in a 
cash lump 
sum on 
the 
first 
business 
day 
immediately 
following 
10 days after 
the end 
of the 
period for 
executing and delivering 
the Severed 
Employee's 
release, 
as 
set forth in Section 2.8. 
2.3 
Upon Change in 
Control, the following shall apply 
to equity awards made 
by the Company 
to an Eligible Employee: 
(a)
With 
regard 
to 
all 
equity awards 
which 
do 
not 
directly 
provide 
otherwise, each 
Eligible Employee shall 
become fully vested 
in such 
equity awards upon 
incurring a 
Severance 
following 
such 
Change 
in 
Control, 
and 
such 
equity 
awards 
shall 
not 
thereafter 
be forfeitable 
for 
any reason 
(except 
that options 
shall expire 
and be 
cancelled ten years from the date of their grant). 
(b)
Any options granted to the Eligible Employee 
shall be exercisable at the times set 
forth 
in 
the 
applicable 
award 
documents. 
Each 
such 
option 
shall 
remain 
outstanding until ten 
years from the 
date of 
grant, 
notwithstanding 
any 
provision 
of 
the option grant 
or any plan 
under which 
the option may 
have been granted to 
the 
contrary. 
(c)
The date 
of distribution 
of any 
stock or 
other value 
from such 
awards shall be 
as 
set 
forth in the applicable terms and conditions of the award. 
2.4 
With regard to any potential 
Excise Tax 
and the avoidance thereof: 
 
(a) 
Anything 
in 
this plan 
to 
the 
contrary 
notwithstanding, 
if any 
Parachute 
Value 
is 
received 
or is 
expected 
to be 
received 
under the 
Plan, then 
prior to 
making any 
payment of Severance 
Pay under this 
Plan, a 
calculation 
shall 
be 
made 
comparing 
(i) 






 

 

Exhibit 
10.20.1 
11
the Net Benefit 
to the Severed Employee 
after payment of the 
Excise Tax to (ii) the 
Net 
Benefit 
to 
the 
Severed 
Employee 
if 
the 
Payments 
are 
limited 
to 
the 
extent 
necessary to avoid being 
subject 
to the Excise Tax. 
If the amount 
calculated under 
clause 
(i) 
above 
is 
less 
than 
the 
amount 
under 
clause 
(ii) 
above, 
Severance 
Pay 
under this 
Plan will 
be reduced 
to the 
minimum extent necessary 
to ensure that 
no 
portion of the Payments is subject 
to the Excise Tax. 
For avoidance of doubt, it is 
intended that, for purposes of reducing the 
Payments to the Safe Harbor Amount, 
only amounts payable under this Plan (and no other Payments) shall be reduced. 

 
(b) 
All determinations required to be made under this Section 2.4 
shall be made by a 
nationally 
recognized 
certified 
public 
accounting 
firm 
designated 
by 
the 
Plan 
Administrator (the "Accounting 
Firm"). 
The Accounting Firm 
shall provide detailed 
supporting calculations 
both to 
the Company 
and each 
Eligible Employee 
within 15 
business days 
of the 
receipt of 
notice from 
the Eligible 
Employee that 
there has 
been a Payment, or such 
earlier time as 
is requested by the 
Company. 
All fees and 
expenses 
of 
the 
Accounting 
Firm 
shall 
be 
borne 
solely 
by 
the 
Company. 
Any 
determination by the Accounting Firm 
shall be binding 
upon the Company 
and the 
Eligible Employee. 
2.5 
Each Severed Employee shall be entitled to receive the 
employee's full salary through the 
Severance Date 
and, subject to Section 2.8 but 
notwithstanding any provision 
of the Company's 
Variable 
Cash Incentive Program 
or similar annual bonus incentive 
plan to the contrary, 
shall be 
eligible for consideration 
for an award 
under such program or plan when 
awards are made with 
regard to the fiscal year under 
such program or plan in which the Severance Date occurred. 
2.6 
The Company 
will pay 
to each 
Eligible Employee 
all reasonable 
legal fees 
and expenses 
incurred 
by such 
Eligible Employee 
in pursuing 
any claim 
under the 
Plan, unless 
the applicable 
finder of 
fact determines 
that the 
Eligible Employee's 
claim 
was frivolous 
or 
not 
maintained 
in good 
faith. 
2.7 
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. 
2.8 
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. 
Such release 
must be 
executed and delivered to 
the Company within 30 days of the Employee’s 
Severance Date. 
SECTION 3. 
PLAN ADMINISTRATION 
. 






 

 

Exhibit 
10.20.1 
12
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 all 
of 
the 
provisions 
of 
the 
Plan. 
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, 
in its 
immediately 
prior 
version, 
was 
effective 
on the 
Effective 
Date 
and was 
amended and restated effective as of the Effective Date. 
If a Change in 
Control has not occurred, 
this Plan shall continue 
in effect unless 
and until it is 
terminated as provided 
in Section 4.2. 
If a 
Change in 
Control occurs, 
this Plan 
shall continue 
in full 
force and effect 
and shall 
not terminate or 
expire 
until after 
all Eligible 
Employees who 
become or 
may become 
entitled to 
any payments 
hereunder 
shall have 
received 
such payments 
in full 
and all 
adjustments 
required 
to 
be 
made 
pursuant to Section 2 have been made. 
4.2 
(a) 
If a Change 
in Control 
has not occurred, 
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, 
provided 
that any 
such 
amendment which 
shall in 
any manner 
reduce, diminish, 
or otherwise 
adversely 
affect 
any 
benefit 
which 
is 
or 
may 
at 
any 
time 
in 
the 
future 
become 
payable 
hereunder, 
or any 
such amendment 
which shall alter 
the definition 
of Change 
in 
Control, 
shall 
be 
made 
effective 
not 
less 
than 
two 
years 
after 
the 
action 
of 
the 
Company authorizing such 
amendment, unless, and 
then only to the 
extent that, 
such amendment 
is or 
becomes necessary 
in order 
to assure 
continued 
compliance 
by this Plan with any applicable state or federal 
law or regulation. 






 

 

Exhibit 
10.20.1 
13
(b) 
The Company 
may, by action of 
its Board 
of 
Directors, 
terminate 
this 
Plan, 
provided, 
however, 
that 
the 
effective 
date 
of 
such termination 
shall be 
not 
less 
than two 
years 
from 
the 
date 
of 
such 
Board 
action. 
Provided 
further that 
in 
the event 
a 
Change 
in 
Control 
shall 
occur 
prior 
to 
the 
effective 
date 
of 
termination, 
the 
provisions of Section 4.2(c) shall apply. 
(c) 
If 
a 
Change 
in 
Control 
shall 
occur 
while 
this 
Plan 
is 
in 
effect, 
no 
then-pending 
amendment or termination shall 
take effect, this Plan shall 
remain in full 
force and 
effect 
as 
at 
the 
Change 
in 
Control, 
and 
this 
Plan 
shall 
terminate 
automatically 
without further 
action on 
behalf of 
the Company 
immediately 
following 
the 
making 
of all payments to Eligible Employees under this Plan. 
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 on 
the 
Effective Date 
or as 
subsequently amended, or 
under the ConocoPhillips 
Executive Severance Plan as effective on 
the 
Effective Date or 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. 






 

 

Exhibit 
10.20.1 
14
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. 
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. 
The Plan is hereby 
amended and restated 
effective as 
of the Effective 
Date; provided, 
however, 
that in 
the event that 
a Change 
in Control 
occurs on 
or before December 
1, 2023, 
the provisions 
of 
the immediately prior 
version of 
this Plan 
shall control 
to the 
extent 
that 
those 
provisions, 
or any 
of 
them, 
are 
more 
favorable 
to 
a 
Severed 
Employee 
and 
have 
not 
been 
waived 
by 
that 
Severed 
Employee. 
For the avoidance of doubt all Eligible Employees who previously were eligible for an 
Excise 
Tax 
gross-up 
under the 
plan 
have 
waived 
these 
benefits 
as 
of the 
effective 
date 
of this 
amended and restated Plan. 

Executed this __ day of December 2021, by a duly authorized officer of the Company. 
CONOCOPHILLIPS 
 

By: 
/s/ Heather G. Sirdashney 
Dated: 12/2/2021 
Heather G. Sirdashney 
Vice President, Human Resources and Real Estate 
and Facilities Services






 

 

 

 

 

 

 

 

Exhibit 
10.20.1 
15
Exhibit A 
Date of Delivery 
to Employee: 
_________
 
Deadline for Receipt by the Company: 
____________
WAIVER AND RELEASE OF CLAIMS 
 
Introduction and General Information 
to Employee. 
Signing 
this 
Waiver and 
Release 
of Claims 
is 
one condition 
to receiving 
certain benefit 
payments (“Benefits”) 
under the 
ConocoPhillips Executive 
Severance Plan (the “Plan”) 
offered by ConocoPhillips (the “Company”). 
You should thoroughly review 
and understand 
the effect 
of this 
Waiver and 
Release of 
Claims and 
consult with 
an attorney 
before 
signing it. 
To the extent you have any claims covered by this Waiver and Release of Claims, you will be 
giving up potentially valuable rights by signing. 
You may take 
time to consider whether or not to sign 
this Waiver 
and Release of Claims. 
If you sign this 
Waiver and 
Release of Claims and 
deliver it to 
the 
Company as set 
forth below, and if the 
Company’s designated recipient 
receives 
the 
Waiver and 
Release 
of Claims on 
or before the 
date indicated above as 
the “Deadline for 
Receipt by the Company,” and you 
do not 
revoke 
the Waiver 
and Release 
of Claims 
within seven 
(7) days 
following receipt, 
you will 
be 
entitled to Benefits 
under the Plan 
if you are 
otherwise eligible. 
If the signed 
Waiver and 
Release of 
Claims is 
not received 
by the 
deadline, or 
if you 
revoke 
it during 
the seven 
(7) day 
period following 
receipt, no Benefits will be paid.
1.
General 
Release. 
In 
consideration 
of, 
and subject 
to, 
the payments 
to 
be 
made 
to 
me 
by 
the 
Company or any 
of its 
subsidiaries, pursuant to 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, agents, and 
assigns, as 
well 
as 
any employee benefit 
plans maintained by the 
Company or 
any subsidiary 
or parent 
of the 
Company 
and 
fiduciaries, employees, 
and agents 
of such 
plans, and 
any related 
parties (all 
of which 
are hereafter 
referred to as the “Released 
Parties”) 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 (including the termination of that employment), except 
claims that the law does not permit 
me to 
waive by 
signing this 
Waiver 
and Release 
of Claims. 
Such possible 
claims or 
causes of 
action 
include, but are 
not limited to, 
wrongful discharge, 
contract, breach 
of contract, 
tort, fraud, 
the Civil 
Rights Acts (including, but not limited to, Title VII of the Civil Rights Act of 1964 and sections 1981 and 
1983 of the Civil Rights Act of 1866), the Age Discrimination in Employment Act (“ADEA”), 
the Worker 
Adjustment and Retraining 
Notification Act (“WARN”), the Employee 
Retirement Income Security 
Act 
(“ERISA”), the Americans with 
Disabilities Act (“ADA”), the Americans with 
Disabilities 
Act Amendments 
Act 
(“ADAAA”), 
the 
Family 
and 
Medical 
Leave 
Act 
(“FMLA”), 
the 
Texas 
Labor 
Code, 
and 
any 
other 
federal, 
state, 
or 
local 
legislation 
or 
common 
law 
relating 
to 
employment 
or 
discrimination 
in 
employment or otherwise, except as 
specifically excluded in paragraph 
4 below. 
PLEASE READ CAREFULLY 
THIS AGREEMENT INCLUDES A RELEASE OF 
ALL KNOWN AND UNKNOWN CLAIMS 






 

 

 

 

 

 

Exhibit 
10.20.1 
16
2.
Extent of Release. 
For the purpose of 
implementing a full 
and complete release and discharge of 
the Released Parties, 
I expressly acknowledge that 
the release I 
am giving in 
this 
document 
is intended 
to include in its effect, without 
limitation, all claims I may 
have against the Released Parties, whether 
known, unknown, or 
suspected at the 
time I 
delivered to 
the designated 
recipient 
for the 
Company 
this 
signed Waiver and Release of 
Claims, and regardless of whether 
the knowledge of such 
claims, or the 
facts upon which 
they might be 
based, would materially have 
affected my decision to 
sign this Waiver 
and Release of 
Claims, and that 
the consideration given under 
this Waiver 
and Release 
of Claims 
is also 
for the release 
of those claims 
and contemplates the 
extinguishment 
of any 
such 
claims. 
In furtherance 
of this Waiver and Release of 
Claims, I waive any rights provided 
by California Civil Code section 
1542 
or other similar local, state, provincial, 
or federal law. 
Section 1542 states: 
“A general release does not 
extend to claims 
which the creditor 
does not know 
or 
suspect to exist 
in his favor 
at the time 
of executing the 
release, 
which 
if known 
by 
him must have materially affected 
his settlement with the debtor.”
Some of 
the types of 
claims that I 
acknowledge I am 
releasing, although there 
may be others 
not listed 
here, are claims 
I may have 
under any applicable 
labor agreement and 
claims under any 
federal, 
state, 
or local statute, ordinance, 
order, or law 
arising out of or relating to the terms and conditions 
of my 
employment with the Company and the termination 
of my employment, including claims such as: 
a.
Discrimination on the 
basis of sex, 
race, color, 
national 
origin, 
religion, 
sexual 
orientation, disability, 
veteran status, 
or any other legally protected status; 
b.
Harassment, 
wrongful 
discharge, 
or 
retaliation, 
including 
retaliatory 
discharge, 
arising 
under 
local, 
state, 
or 
federal 
law, 
including 
any 
worker’s 
compensation or whistleblower statute; 
c.
Any other 
possible restrictions 
on the 
Company’s 
ability to 
end its 
employees’ 
employment at will, including but not limited to (i) violation of public policy, (ii) breach of 
any 
express 
or 
implied 
covenant 
of 
the 
employment 
contract, 
and 
(iii) 
breach 
of 
any 
covenant of good faith and 
fair dealing; 
d.
Unpaid wages, including, but 
not limited to claims 
for unpaid overtime, break, meal, 
or rest periods; 
e.
Amounts determined under an incentive 
compensation or bonus program 
of the 
Company, 
including, but not limited to, the varying amounts 
at its discretion; 
f.
Civil 
claims 
of 
negligence, 
defamation, 
business 
disparagement, 
invasion 
of 
privacy, 
personal injury, 
fraud, misrepresentation, 
or infliction 
of emotional 
or mental 
distress; 

g.
Matters for which a civil 
action may be 
brought under section 502 
or section 
510 of 
ERISA, except 
as specifically 
excluded 
in paragraph 
4 below 
(“Exceptions 
to 
Release”); and 
h.
Claims for breach of any agreement(s) ancillary to my employment with 
the 
Company. 
3.
Release of Claims under the 
Age Discrimination in Employment Act. 
In consideration for receiving 
the Benefits from 
the Company or 
any of its 
subsidiaries, I specifically 
waive all existing 
rights 
and claims 
I may have 
against the Released Parties under 
the Age Discrimination 
in Employment Act, 
29 USC § 621 
et seq., and any 
other applicable federal, 
state, or 
local statute 
or law involving 
age discrimination. 
I 
acknowledge that the 
Benefits constitute independent consideration for this 
release of liability 
and are 






 

 

 

 

Exhibit 
10.20.1 
17
in addition to 
any other payment 
to which I 
am entitled. 
I further acknowledge 
that I 
have been 
advised 
to consult with an attorney of my 
own choosing before executing 
this Waiver and Release of Claims. 

4.
Exceptions to Release. 
The Waiver and Release of Claims does 
not release any claims related 
to: 
a.
The business expense reimbursement 
policy of the Company or any of its subsidiaries; 
b.
Claims pursuant 
to section 
502(a)(1)(B) of ERISA 
to recover 
benefits under 
the terms 
of the 
employee benefit plans 
of the Company or 
any of its subsidiaries 
as applicable to me on 
the 
date of my employment termination; 
c.
Claims made for work-related 
injuries under applicable worker’s 
compensation statutes; 
d.
Any claim that 
may arise after 
the date this 
signed Waiver and Release 
of Claims is 
delivered 
to 
the designated recipient for the 
Company; and 
e.
My rights 
to indemnification 
under any 
indemnification agreement, 
applicable law, 
and the 
certificates of incorporation and bylaws of the Company or 
of any subsidiary of the 
Company, 
and my rights under any directors’ 
and officers’ liability insurance policy covering 
me. 
Nothing in this 
Waiver and Release of 
Claims, however, will limit my 
right to report 
possible 
violations 
of 
law to any governmental 
agency, 
make other disclosures that 
are protected under the 
whistleblower 
provisions of federal, state, or local law, 
or testify, assist, or participate in an investigation, 
hearing, or 
proceeding conducted by the EEOC, EPA, DOL, SEC, IRS, or 
any other governmental agency. 
Nothing in 
this 
Waiver 
and 
Release 
of 
Claims 
limits 
my 
right 
to 
receive 
an 
award 
or 
incentive 
payment 
for 
information provided to 
any governmental agency. 

5.
Review Period and Revocation Period. 
I acknowledge that 
I have been 
given 
a period 
of twenty-one 
(21) calendar 
days within 
which to 
review and 
consider the 
provisions of 
this Waiver 
and Release 
of 
Claims, whether I 
choose to do 
so or 
not. 
I understand and acknowledge 
that the Company has 
advised 
me 
in 
writing 
that 
I 
have 
seven 
(7) 
calendar 
days 
following 
the 
timely 
delivery 
to 
the 
designated 
representative of 
the Company of 
this properly executed 
Waiver and 
Release of Claims to 
revoke my 
acceptance of this 
Waiver and Release of 
Claims. 
I understand the revocation 
can be 
made by 
delivering 
a written notice 
of revocation to ConocoPhillips, 
Attn: _________________________. 
I understand 
and 
acknowledge that _________________ is the 
designated recipient for the Company of 
this Waiver and 
Release of Claims 
and that I 
must deliver to 
him at the 
foregoing address this signed 
Waiver and 
Release 
of Claims 
on or 
before 
the deadline 
set out 
above 
in order 
to be 
entitled to 
receive the 
Benefits. 
I 
understand that for the 
revocation to be effective, the 
Company through the designated 
recipient 
must 
receive 
written 
notice 
no 
later 
than 
the close 
of business 
on 
the seventh 
day 
after 
I deliver 
to 
the 
designated 
recipient 
for 
the 
Company 
this 
signed 
Waiver 
and 
Release 
of 
Claims. 
This 
Waiver 
and 
Release of 
Claims shall 
not become 
effective 
or enforceable, 
and the 
Plan Benefits 
will not 
become 
payable until after the seven 
-day revocation period has expired, 
but in no event prior to the effective 
date of my termination of 
employment, whether designated as a 
layoff or other form 
of termination of 
employment. 
I acknowledge 
that 
I have 
had 
adequate 
time to 
read 
and 
consider 
this 
Waiver 
and 
Release of 
Claims before 
executing 
it. 
I acknowledge 
that I 
have signed 
this Waiver 
and Release 
of 
Claims voluntarily, knowingly, of my own free will, with 
the intent to be 
legally bound by the 
same, 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 
Benefits set forth in the first paragraph above 
and the Company’s acknowledgment 
of my rights reserved under the fourth 
paragraph above. 
6.
Choice of 
Laws. 
I understand, acknowledge, and 
agree that this 
Waiver and Release of 
Claims shall 
be construed, interpreted, 
governed, and enforced 
in accordance with the laws of the State 
of Texas, 
without giving effect to 
any conflict of law 
principles. 
I agree that all 
disputes and actions arising 
out of 






 

Exhibit 
10.20.1 
18
or relating to this 
Waiver and Release of Claims 
shall be litigated solely 
and exclusively in the 
state or 
federal courts 
located in Harris 
County, 
Texas. 
I submit to the 
personal jurisdiction 
of said courts for 
purposes of any such disputes or actions. 
Employee Signature:____________________________ 
Date: 
________________________ 
Employee Name Printed: 
______________________ 
Employee No: ________________