Filed by Bowne Pure Compliance





Exhibit 10.23




CONOCOPHILLIPS

EXECUTIVE SEVERANCE PLAN




(Amended and Restated Effective as of December 31, 2008)




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. This amendment and restatement of the Plan shall
be effective December 31, 2008. Any Eligible Employee (as defined below) having a Severance Date
(as defined below) prior to December 31, 2008, 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 31, 2008, 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


 


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immediately prior to the Severance Date and (b) annual incentive compensation shall be deemed to
equal the Severed Employee’s most recently established target (determined at one hundred percent of
target) for annual incentive compensation for such employee prior to such employee’s Severance Date
pursuant to the Variable Cash Incentive Program or its successor program maintained by the
Employer.


1.7 “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.



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



1.14 “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.



1.15 “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





 


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a subsidiary or division of the Company or all or substantially all of the assets of an a
subsidiary or division of the Company and the offer of employment
from the other employer is at the same or greater salary and the same or greater target bonus as the Eligible Employee has at that
time from the Employer. Still further, an Eligible Employee will not be considered to have
incurred a Severance if employment with the Employer is discontinued and the Eligible Employee is
also eligible for payments under the ConocoPhillips Key Employee Change in Control Severance Plan,
effective October 1, 2004, or as subsequently amended, or under the Conoco Inc. Key Employee
Severance Plan, as amended and restated effective October 1, 2001, and as subsequently amended.
Furthermore, in order to be considered a Severance, the termination must also meet the requirements
of a Separation from Service.



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



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



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



1.19
“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.



1.20 “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.



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



SECTION 2. BENEFITS.



2.1 Subject to Section 2.7, each Severed Employee shall be entitled to receive Severance Pay equal
to the sum of 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.








 


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	 	(b)	 	The amount that is the present value, determined as of the Severed Employee’s
Severance Date, of the increase in benefits under the Retirement Plans that would
result if the Severed Employee was credited with the following number of additional
years of age and service under the Retirement Plans: (i) 2, in the case of a Tier 1
Employee or (ii) 1.5, in the case of a Tier 2 Employee; provided, however, that in
calculating (b), if the Severed Employee is entitled under the Retirement Plans to any
additional credited service due to the circumstances of the Severed Employee’s
termination, then the amount of the present value of the increased benefits called for
in the determination of (b) shall be reduced by the amount of the present value of the
increased benefits under the Retirement Plans calculated after taking into account the
circumstances of the Severed Employee’s termination, but not below zero. 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.







	 	(c)	 	The amount that is equal to either (i) or (ii), as applicable, plus either
(iii) or (iv), as applicable, plus (v), if applicable, plus (vi), if applicable:







	 	(i)	 	If the Severed Employee was enrolled in company-sponsored
medical coverage on the Severance Date, an amount equal to 6 times the
difference between the COBRA participant contribution rate and the active
employee contribution rate, each as of the Severance Date, for the type of
coverage in which the Tier 2 Employee was enrolled.







	 	(ii)	 	If the Severed Employee was not enrolled in company-sponsored
medical coverage on the Severance Date, an amount equal to 18 times the
difference between the COBRA participant contribution rate and the active
employee contribution rate, each as of the Severance Date, for PPO medical
coverage.







	 	(iii)	 	If the Severed Employee was enrolled in company-sponsored
dental coverage on the Severance Date, an amount equal to 6 times the
difference between the COBRA participant contribution rate and the active
employee contribution rate, each as of the Severance Date, for the type of
coverage in which the Tier 2 Employee was enrolled.







	 	(iv)	 	If the Severed Employee was not enrolled in company-sponsored
dental coverage on the Severance Date, an amount equal to 18 times the
difference between the COBRA participant contribution rate and the active
employee contribution rate, each as of the Severance Date, for dental coverage
(using the CP dental option coverage).







	 	(v)	 	In the case of a Tier 1 Employee, an amount equal to the sum of
6 times the COBRA participant contribution rate, as of the Severance Date, for
PPO medical coverage plus 6 times the COBRA participant contribution rate, as
of the Severance Date, for dental coverage (using the CP dental option
coverage).








	 	(vi)	 	If any persons qualified as eligible dependents of the Severed
Employee under the applicable company-sponsored medical or dental coverage in
which the Severed Employee was enrolled on the Severance Date, an







 


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	 	 	 	amount equal to the sum of
the differences, for each such eligible dependent, between the COBRA eligible dependent contribution rate and the
eligible dependent contribution rate for eligible dependents of active
employees, each as of the Severance Date, for the medical and/or dental
coverage in which the Severed Employee was enrolled on the Severance Date,
as applicable, times the factor set forth in the applicable Section
2.1(c)(i) or (ii), (c)(iii) or (iv), and (c)(v); provided, that if the
Severed Employee was not enrolled for medical or dental coverage, then the
eligibility and amount for each dependent shall be determined as if the
Severed Employee had been enrolled in the PPO medical coverage or dental
coverage (using the CP dental option coverage), as applicable, on the
Severance Date.











2.2 Subject to Section 2.7, Severance Pay (as well as any amount payable pursuant to Section 2.4
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 2.7.



2.3 Subject to Section 2.7, for a period of (a) 24 months, in the case of a Tier 1 Employee or (b)
18 months, in the case of a Tier 2 Employee, beginning the first of the month following the
termination of active employee benefits, the Company shall arrange to provide the Severed Employee
and his eligible dependents certain benefits, as enumerated below, similar to those the Severed
Employee and his eligible dependents had immediately prior to the Severed Employee’s Severance
Date. These benefits will be provided at no greater cost to the Severed Employee than active
employee rates for the plan year of coverage provided the benefits continue to be offered by the
Company to active employees and the Severed Employee and his eligible dependents meet the same
eligibility criteria for the benefits as an active employee and dependents of an active employee.
Depending on coverages prior to the Severed Employee’s Severance Date, these benefits could include
the following, but do not include any other benefits offered by the Company: Life Insurance, which
includes Basic, Executive Basic, Supplemental, and Dependent Life; and Personal Accident Insurance.
Severed employees may also continue Long Term Care and Executive Life directly through the vendor
to be paid for by the Severed Employee. Nothing herein shall prevent a Severed Employee or
eligible dependents of a Severed Employee from electing to receive COBRA continuation coverage of
health benefits subject to COBRA, in accordance with the applicable provisions of the law and the
applicable plans. While as an active employee the Severed Employee may have been able to make
employee contributions or pay premiums for certain coverage through a pre-tax salary reduction
arrangement, that will not continue after the Severed Employee’s Severance Date. The cost of these
benefits will not be adjusted to reflect that the Severed Employee’s cost will no longer be
pre-tax. All other active employee benefits, not specifically mentioned above, are excluded,
although if any of the benefits specifically mentioned above are replaced with a similar benefit
after the Severed Employee’s Severance Date, such replacement benefits are to be considered as
mentioned specifically above even though their names, terms, and conditions may have been changed.
Such benefits shall not be provided (except to the extent as may be required by law) during any
period when the Severed


 


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Employee is eligible to receive such benefits from another employer or from an Employer or if the
Severed Employee has resumed working for an Employer. The Severed Employee is obligated to inform
the Company when or if they become eligible to receive such benefits
from another employer.


2.4 Each Severed Employee shall be entitled to receive the employee’s full salary through the
Severance Date and, subject to Section 2.7 but notwithstanding any provision of the Company’s
Variable Cash Incentive Program or similar annual bonus incentive plan to the contrary, 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.



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



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



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


 


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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.



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



SECTION 5. GENERAL PROVISIONS.



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



5.2 If any Employer is obligated by law or by contract to pay severance pay, a termination
indemnity, notice pay, or the like, to a Severed Employee, or if any Employer is obligated by law
to provide advance notice of separation (“Notice Period”) to a Severed Employee, then any Severance
Pay hereunder to such Severed Employee shall be reduced by the amount of any such severance pay,
termination indemnity, notice pay, or the like, as applicable, and by the amount of any
compensation received during any Notice Period. This provision specifically includes any payments
or obligations under the ConocoPhillips Severance Pay Plan, as effective March 13, 2004, and as
subsequently


 


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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.



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



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



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



	 	 	 	 	 	 	 
	CONOCOPHILLIPS	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Carin S. Knickel
	 	 	 	Dated: 12/19/2008
	 

	 	 
	 	 	 	 
	 

	 	Carin S. Knickel	 	 	 	 
	 

	 	Vice President, Human Resources	 	 	 	 






 


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Exhibit A




WAIVER AND RELEASE OF CLAIMS




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



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



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



	 	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Dated:	 	 
	 

	 	 
	 	 	 	 	 	 







 


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