d123121dex1047






 

Exhibit 
10.
47 
1
CONOCOPHILLIPS 
EXECUTIVE SEVERANCE PLAN 
(Amended and Restated Effective 
as of December 2, 2021) 
Effective 
October 
1, 
2004, 
the 
Company 
adopted 
this 
the 
ConocoPhillips 
Executive 
Severance 
Plan 
(the 
"Plan") 
for 
the 
benefit 
of 
certain 
employees 
of 
the 
Company 
and 
its 
subsidiaries. 
It was 
amended and 
restated 
effective 
January 1, 
2005, 
December 31, 
2008, and 
January 15, 2021. 
This amendment and 
restatement 
of the Plan 
shall be effective 
December 2, 
2021. 
Any Eligible Employee (as 
defined below) having a 
Severance Date (as defined below) 
prior 
to 
December 
2, 
2021, 
shall 
have 
benefits 
under 
this 
Plan 
determined 
in 
accordance 
with 
the 
provisions 
of this 
Plan 
as they 
existed 
prior 
to 
this amendment 
and 
restatement. 
Any 
Eligible 
Employee (as defined 
below) having a 
Severance Date (as 
defined below) on 
or after December 
2, 
2021, shall 
have benefits 
under this 
Plan determined 
in accordance 
with the 
provisions of 
this 
Plan 
pursuant to 
this amendment and 
restatement. 
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 
"Controlled Group" shall mean ConocoPhillips and its Subsidiaries. 
1.6 
"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 






Exhibit 
10.
47 
2
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. 
1.7 
"Effective Date" 
means, as applicable, the date first stated above 
as the original effective 
date of this Plan or the effective date of this Plan as amended and restated. 
1.8 
"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. 
1.9 
"Employer" means the Company or any of its subsidiaries. 
1.10 
"Person" 
means 
any 
individual, 
firm, 
corporation, 
partnership, 
association, 
trust, 
unincorporated organization, 
or other entity. 
1.11 
"Plan" means 
the ConocoPhillips 
Executive Severance Plan, 
as set 
forth herein, 
as 
it may 
be 
amended from time to time. 
1.12 
"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. 
1.13 
"Retirement Plans" means 
the ConocoPhillips Retirement Plan 
and the 
ConocoPhillips Key 
Employee Supplemental Retirement 
Plan. 
1.14 
“Salary 
Grade”
means 
a 
classification 
level 
for 
Employees 
under 
the 
practices 
of 
the 
Company. 
Where 
Salary 
Grades 
are 
used 
in 
this 
Procedure, 
they 
are 
depicted 
under 
the 
U.S. 
practices for 
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. 
1.15 
"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 






Exhibit 
10.
47 
3
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. 
1.16 
"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, as 
effective as of 
the Effective Date, 
or as 
subsequently amended, 
. 
Furthermore, in 
order to 
be considered 
a Severance, the 
termination must also 
meet the 
requirements 
of a 
Separation 
from 
Service. 
1.17 
"Severance Date" means the date on which an Eligible Employee incurs 
a Severance. 
1.18 
"Severance Pay" means the payment 
determined pursuant to Section 2.1 hereof. 
1.19 
"Severed Employee" means an Eligible Employee who has incurred a Severance. 
1.20 
"Subsidiary" means 
any corporation or 
other entity 
that is 
treated 
as 
a single 
employer 
with 
ConocoPhillips, 
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. 
1.21 
"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. 
1.22 
"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 






 

Exhibit 
10.
47 
4
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 2.6, each Severed Employee shall be entitled to receive Severance 
Pay 
equal to the 
sum of the 
amounts determined under 
Sections 2.1(a), (b), 
and (c). 
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) 2, in the case of a Tier 1 Employee or (ii) 1.5 in the case of a Tier 2 Employee. 
(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) 2, in 
the case 
of a 
Tier 1 Employee 
or (ii) 
1.5, 
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) 
2, 
in 
the 
case 
of 
a 
Tier 
1 
Employee 
or 
(ii) 
1.5, 
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)
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) 2, 
in the 
case of 
a Tier 
1 Employee 
or (b) 1.5, 
in the 
case of a 
Tier 2 Employee. 
For the avoidance 
of doubt, any 






Exhibit 
10.
47 
5
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(c)(i). 
(ii)
The difference between 
the annual 
COBRA participant 
contribution 
amount 
and 
the 
annual 
active 
employee 
contribution 
amount, 
each 
as 
of 
the 
Severance Date, based 
on the 
active dental coverage 
for which 
the Severed 
Employee was enrolled as of 
the Severance Date, 
multiplied by (a) 2, 
in the 
case of a Tier 1 Employee or (b) 1.5, 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 Dd 
ate multiplied by 
(a) 2, 
in the 
case of 
a Tier 
1 Employee or 
(b) 1.5, 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(c) will 
not be adjusted to 
reflect that 
the Severed Employee’s 
cost will no longer be pre-tax. 
2.2 
Subject to Section 2.6, Severance Pay (as well as any amount payable pursuant to Section 
2.3 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 2.6. 
2.3 
Each Severed Employee shall be entitled to receive the 
employee's full salary through the 
Severance Date 
and, subject to Section 2.6 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 
. 
2.4 
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. 
2.5 
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. 
2.6 
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 






 

 

Exhibit 
10.
47 
6
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. 
Such 
release 
and, 
if requested, 
such agreement 
not to 
compete must 
be executed 
and delivered 
to the 
Company 
within 30 days of the Employee’s 
Severance Date. 
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 all 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. 






 

Exhibit 
10.
47 
7
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 
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. 
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. 






 

Exhibit 
10.
47 
8
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. 
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.
47 
9
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 
PLEASE READ CAREFULLY 
THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS 






 

 

 

 

 

Exhibit 
10.
47 
10
employment or discrimination in employment or otherwise, except as specifically excluded in paragraph 4 
below. 
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 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 in 






 

 

Exhibit 
10.
47 
11
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: 
____________, 
600 
N. 
Dairy 
Ashford, 
Houston, 
Texas 
77079. 
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. 






 

Exhibit 
10.
47 
12
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 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: 
________________ 






Exhibit 
10.
47 
13
Exhibit B 
Employees Ineligible for Executive Severance 
Plan 
Employees of Concho 
Resources Inc. or 
any of 
its subsidiaries, 
including but 
not limited 
to COG Operating LLC, who are participants in but do not waive all benefits under the 
Concho Resources Inc. Executive Severance 
Plan