Filed by Bowne Pure Compliance





Exhibit 10.27




Attachment 1






PERFORMANCE SHARE PROGRAM




FEBRUARY 12, 2009




FINAL PAYOUT FOR PERFORMANCE PERIOD IV




PERFORMANCE SHARE UNIT

AWARD TERMS AND CONDITIONS




These Performance Share Unit Award Terms and Conditions describe terms and conditions of
Performance Share Unit Awards, as part of the ConocoPhillips Performance Share Program (Program),
granted under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (referred to
as the Plan) by ConocoPhillips (Company) to you as an eligible employee (Grantee). These Terms and
Conditions, together with the Annual Award Summary given to each Grantee receiving an Award, form
the Award Agreement (the Agreement) relating to the Awards described. Subject to the Plan and this
Agreement, the Company grants to the Grantee Performance Share Units. Individual awards will be as
set forth in the Annual Award Summary given to each Grantee to whom an Award is granted. The
Annual Award Summary for each Grantee is made a part of this Agreement with regard to such Grantee.



AWARD: Performance Stock Unit (PSU) Award granted by the Compensation
Committee of the Board of Directors under the provisions of the
Plan. The PSUs will be noted in a book entry account created for
the Grantee.



PSU: A unit evidencing the right to receive one share of ConocoPhillips
Stock, $0.01 par value, under the circumstances described in these
Terms and Conditions.



VOTING RIGHTS: The named owner of the PSUs has no voting rights for the units, but is
considered the beneficial owner for all purposes including ownership and control reports such
as the annual proxy statement.



DIVIDEND EQUIVALENTS: Dividend equivalent payment, equal to the regular dividend payment
as declared by the Board of Directors on an equivalent number of common stock from time to
time, will be made to the named owner of the units. Under current tax law, these payments are
taxable as compensation (i.e., ordinary income) in the year distributed.



RETIREMENT PLAN EARNINGS: The issuance of these PSUs does not constitute earnings under
any retirement plan sponsored by a ConocoPhillips company. The value of the units at the time
the restrictions lapse also does not constitute earnings under any retirement plan sponsored
by a ConocoPhillips company. Neither the issuance of nor lapsing of restrictions on PSUs will
have any impact on any retirement plans or any other compensation plan sponsored by a
ConocoPhillips company.



TAX INFORMATION: This matter is more thoroughly covered in the document entitled “Tax
Aspects of Performance Share Units,” however, in general terms the value of these units is not
considered taxable income until the restrictions lapse.



 


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BENEFICIARY: In the event of the death of the named owner of these units prior to the
lapsing of restrictions for other reasons, such restrictions will lapse and shares of
unrestricted
common stock equal in number to the PSUs will be issued to the beneficiary designated
by the named owner of the units.



CHANGE OF CONTROL: If a Change of Control occurs, the PSUs shall vest and may not be
forfeited but the restrictions on these shares will lapse and unrestricted shares will be
delivered to the Grantee upon Termination of Employment.



RESTRICTIONS: The following restrictions relate to the PSUs:




The PSUs will be held in escrow for the Grantee. As provided herein, the Grantee will
have all rights of economic ownership to such unit including the right to receive
dividend equivalents, except that the Grantee shall not have the right to sell,
transfer, assign, or otherwise dispose of such units until the escrow is terminated
(such restrictions being known as the “Transfer Restrictions”).




Unless postponed pursuant to an effective election, as described in the sections on
Initial Election and Subsequent Election below, the escrow shall end on the earliest
of any of the following occurrences, with Transfer Restrictions to lapse and
settlement be made as set forth in the section on Settlement below:




	 	1.	 	The Termination of the Grantee’s employment as a result of Layoff
of the Grantee;

	 
	 	2.	 	The Termination of the Grantee’s employment after attainment of age
55 and completion of 5 years of service with the Company or its subsidiaries;

	 
	 	3.	 	The Termination of the Grantee’s employment due to Death;

	 
	 	4.	 	The Termination of the Grantee’s employment following Disability of
the Grantee; or

	 
	 	5.	 	The Termination of the Grantee’s employment following a Change of
Control.







In the absence of an effective election, as described in the sections on Initial
Election and Subsequent Election below, the Transfer Restrictions shall lapse and the
PSUs (including any such that are awarded after the Separation from Service of the
Grantee) shall be settled in unrestricted stock of the Company on the date that is the
later of (a) the end of the escrow period and (b) the earlier of the Grantee’s death
or six months after the date of the Grantee’s Separation from Service for a reason
other than death.



INITIAL ELECTION: A Grantee may elect on an election form delivered to the Plan
Administrator at a time set by the Plan Administrator (which shall be on or before March 15,
2005) to have the escrow for the PSUs continue and the Transfer Restrictions applicable to
these PSUs continue and settlement in unrestricted stock postponed and made in either:




	 	1.	 	one lump sum payment of unrestricted stock of the Company settled
six months after Separation from Service with the Company and its subsidiaries,
or

	 
	 	2.	 	in a series of annual installments, using a declining balance
method, over a period of three, five, ten, or fifteen years after Separation from
Service with the Company and its subsidiaries.







 


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SUBSEQUENT ELECTION: A Grantee may make an election to change the time or form of payment
elected under the Initial Election section above or the payment to be made under the
Restrictions section above, but only if the following rules are satisfied:




	 	1.	 	The election to change the time or form of payment may not take
effect until at least twelve months after the date on which such election is
made;

	 
	 	2.	 	Payment under such election may not be made earlier than at least
five years from the date the payment would have otherwise been made or commenced;

	 
	 	3.	 	An election may provide for either a lump sum payment or
installment payments;

	 
	 	4.	 	An election to receive payments in installments shall be treated as
a single payment for purposes of these rules;

	 
	 	5.	 	Installment payments may be made only annually, over a period of
from one to fifteen years as elected;

	 
	 	6.	 	The election may not result in an impermissible acceleration of
payment prohibited under section 409A of the Internal Revenue Code;

	 
	 	7.	 	No more than four such elections shall be permitted with respect to
the PSUs subject to this Award; and

	 
	 	8.	 	No payment may be made after the date that is twenty (20) years
after the date of the Grantee’s Separation from Service.







If an election under this section becomes effective, the escrow and the Transfer
Restrictions applicable to the PSUs shall continue until the time set in the election
for the settlement of the PSUs as unrestricted stock of the Company.



SETTLEMENT: Upon termination of the escrow the Company shall, at the time stated above,
deliver to each Grantee the Grantee’s shares as common stock of the Company free of any
restriction, unless the lapsing of restrictions has been delayed pursuant to a schedule
permitted under this Award. In all cases the Grantee will be responsible to pay all required
withholding taxes associated with the Award. The Grantee must pay any required withholding
taxes by having shares equal in value to the applicable withholding taxes withheld by the
Company unless the Company, in its sole discretion deems that another method is allowable.
The value of the shares withheld for this purpose shall not exceed the minimum withholding
amount required by the applicable laws and regulations.




The market value of the unrestricted shares received by the Grantee shall be deemed
equal to the average of the reported highest and lowest selling prices per share of
such Stock as reported on the composite tape of the New York Stock Exchange (or such
other reporting system as shall be selected by the Committee) on the date the Award is
paid in unrestricted stock (or the last preceding date on which the Stock was traded,
if no trades occurred on the applicable date).



FORFEITURE: A Grantee’s right, title, and interest in Performance Share Units awarded
under the PSP or derived from such Performance Share Units, or the ownership thereof, shall be
forfeited if the Grantee terminates employment prior to termination of the escrow period;
provided, however, any transfer between the Company and any Subsidiary, or between
Subsidiaries at the request of the Company or such Subsidiaries, shall not result in
forfeiture.



DETRIMENTAL ACTIVITIES AND SUSPENSION OF AWARD. If the Authorized Party determines that,
subsequent to the grant of any Award, the Employee has engaged or is engaging in any activity
which, in the sole judgment of the Authorized Party, is or may be detrimental




 


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Attachment 1






to the Company or a subsidiary, the Authorized Party may cancel all or part of the
Restricted Stock or Restricted Stock Units held in escrow pursuant to the Award or
Awards granted to that Employee.




If the Authorized Party, in its or his sole discretion, determines that the lapsing of
restrictions on Restricted Stock or Restricted Stock Units held in escrow pursuant to
any Award has the possibility of violating any law, regulation, or decree pertaining
to the Company or Employee, the Authorized Party may freeze or suspend the Employee’s
right to settlement or payout of the Award until such time as the lapse of
restrictions would no longer, in the sole discretion of the Authorized Party, have the
possibility of violating such law, regulation, or decree.



RECAPITALIZATION: Upon any change in the outstanding stock of the Company by reason of any
stock dividend, stock split, reverse stock split, recapitalization, reclassification, or other
similar changes, the Committee shall make corresponding adjustments to the Total Target Awards
and Performance Share Awards.




 


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Attachment 1





DEFINITIONS:



Capitalized terms not defined below shall have the meanings set forth in the Plan under which the
Award is granted.



Authorized Party means the person who is authorized to approve an Award, exercise discretion or
take action under the Administrative Procedure for the Performance Share Program and pursuant to
the Program. With regard to Senior Officers, the Committee is the Authorized Party. With regard
to other Employees, the Chief Executive Officer is the Authorized Party, although the Committee may
act concurrently as the Authorized Party.



Award means any Performance Share Units granted to an Employee pursuant to such applicable terms,
conditions, and limitations as the Authorized Party may establish in order to fulfill the
objectives of the Program.



Change of Control has the meaning set forth in Annex A to these Terms and Conditions.



Committee means the Compensation Committee of the Board of Directors of the Company.



Company means ConocoPhillips a Delaware corporation.



Disability means a disability for which the employee in question has been determined to be entitled
to either (i) benefits under the applicable plan of long-term disability of the Company or its
subsidiaries or (ii) disability benefits under the Social Security Act. In the absence of any such
determination, the Authorized Party may make a determination that the employee has a Disability.



Fair Market Value means, as of a particular date, the mean between the highest and lowest sales
price per share of such Stock on the consolidated transaction reporting system for the principal
national securities exchange on which shares of Stock are listed on that date, or, if there shall
have been no such sale so reported on that date, on the next preceding date on which such a sale
was so reported, or, at the discretion of the Committee, the price prevailing on the exchange at a
designated time.



Grant Price means the Fair Market Value for one share of Stock as of the date of the grant of an
Award. Grant price is not adjusted for any restrictions applicable to the Award.



Layoff means an applicable Termination of Employment due to layoff under the ConocoPhillips
Severance Pay Plan, the ConocoPhillips Executive Severance Plan, or the ConocoPhillips Key Employee
Change in Control Severance Plan, or layoff or redundancy under any similar layoff or redundancy
plan which the Company or its subsidiaries may adopt from time to time. If all or any portion of
the benefits under the redundancy or layoff plan are contingent on the employee’s signing a general
release of liability, such Termination shall not be considered as a “Layoff” for purposes of this
Award unless the employee executes and does not revoke a general release of liability, acceptable
to the Company, under the terms of such layoff or redundancy plan. In order to be considered a
layoff for purposes of this Award, the Termination of Employment must also be considered a
Separation from Service.



Participating Company includes ConocoPhillips and its 100% owned subsidiaries, including both those
directly owned and those owned through subsidiaries, whose participation has been approved by the
Authorized Party.




 


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Performance Share Unit or PSU means the type of restricted stock unit issued under the Performance
Share Program (as determined by the Authorized Party) that is subject to forfeiture provisions or
that has certain restrictions attached to the ownership thereof.



Restricted Stock Unit means a unit equal to one share of Stock (as determined by the Authorized
Party) that is subject to forfeiture provisions or that has certain restrictions attached to the
ownership thereof.



Retirement means Termination at age 55 or older with a minimum of 5 years service with a
Participating Company; provided, however, that with regard to an Employee not on the United States
payroll, the CEO may approve the use of a different definition. Service is defined by the policies
of the Participating Company.



Senior Officer means the Chairman of the Board, the CEO, all other executive officers of the
Company (determined in accordance with the Company’s custom and practice pursuant to section 16(b)
of the Securities Exchange Act of 1934, as amended), all other employees of the Company who report
directly to the CEO and whose salary grade is 23 or higher, and all other employees of the Company
whose salary grade is 26 or higher.



Stock means shares of common stock of the Company, par value $.01. Stock may also be referred to
as “Common Stock.”



Termination, Termination of Employment, and Separation from Service each mean “separation from
service” as that term is used in section 409A of the Internal Revenue Code.




 


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Attachment 1



Annex A




Change of Control




The following definitions apply to the Change of Control provision in Paragraph 10 of the
Plan.



Affiliate shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on February 12, 2009.



Associate shall mean, 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.




Beneficial Owner shall mean, with reference to any securities, any Person if:




(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 February 12, 2009)
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;




 


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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.



The terms beneficially own and beneficially owning shall have meanings that are correlative to
this definition of the term Beneficial Owner.




Board shall have the meaning set forth in the foregoing Plan.




Change of Control shall mean any of the following occurring on or after February 12, 2009:




(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 or 20% or more of the
combined voting power of the Voting Stock of the Company solely as a result of (i) an Exempt
Transaction or (ii) an acquisition by a Person pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation, the conditions
described in clauses (i), (ii) and (iii) of subsection (c) of this definition are satisfied;




(b) individuals who, as of February 12, 2009, 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 February 12, 2009 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 that is
subject to the provisions of Rule 14a-11 of the General Rules and Regulations under the
Exchange Act;




(c) the Company shall consummate a reorganization, merger, or consolidation, in each
case, unless, following such reorganization, merger, or consolidation, (i) 50% or more of
the then outstanding shares of common stock of the corporation resulting from such
reorganization, merger, or consolidation and the combined voting power of the then
outstanding Voting Stock of such corporation are beneficially owned, directly or indirectly,
by all or substantially all of the Persons who were the Beneficial Owners of the outstanding
Common Stock immediately prior to such reorganization, merger, or consolidation in
substantially the same proportions as their ownership, immediately prior to such
reorganization, merger, or consolidation, of the outstanding Common Stock, (ii) no Person
(excluding any Exempt Person or any Person beneficially owning, immediately prior to such
reorganization, merger, or consolidation, 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 resulting from such
reorganization, merger, or consolidation or the combined voting power of the then
outstanding



 


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Voting Stock of such corporation, and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such reorganization, merger, or
consolidation were members of the Incumbent Board at the time of the initial agreement or
initial action by the Board providing for such reorganization, merger, or consolidation; or




(d) (i) 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
plan of liquidation and dissolution involving a sale or disposition of all or substantially
all of the assets of the Company to a corporation with respect to which, following such sale
or other disposition, all of the requirements of clauses (ii)(A), (B), and (C) of this
subsection (d) are satisfied, or (ii) the Company shall consummate the sale or other
disposition of all or substantially all of the assets of the Company, other than to a
corporation, with respect to which, following such sale or other disposition, (A) 50% or
more of the then outstanding shares of common stock of such corporation and the combined
voting power of the Voting Stock of such corporation is then beneficially owned, directly or
indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the
outstanding Common Stock immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such sale or
other disposition, of the outstanding Common Stock, (B) no Person (excluding any Exempt
Person and any Person beneficially owning, immediately prior to such sale or other
disposition, 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 such corporation and the combined voting power of the then outstanding
Voting Stock of such corporation, and (C) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent Board at the time of the initial
agreement or initial action of the Board providing for such sale or other disposition of
assets of the Company.



Common Stock shall have the meaning set forth in the foregoing Plan.



Company shall have the meaning set forth in the foregoing Plan.



Election Contest shall mean a solicitation of proxies of the kind described in Rule 14a-12(c)
under the Exchange Act.



Exchange Act shall mean the Securities Exchange Act of 1934, as amended.



Exempt Person shall mean any of the Company, any subsidiary of the Company, any employee
benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed
or established by the Company for or pursuant to the terms of any such plan.



Exempt Rights shall mean 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 February 12, 2009 or are thereafter issued by the
Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.



Exempt Transaction shall mean an increase in the percentage of the outstanding shares of
Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the
Company beneficially owned by any Person solely as a result of a reduction in the number of shares
of




 


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Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the
Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person
shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock
constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock
representing 1% or more of the combined voting power of the then outstanding Voting Stock, or
(b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of
Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock
representing 1% or more of the combined voting power of the then outstanding Voting Stock shall
become an Affiliate or Associate of such Person.



Person shall mean any individual, firm, corporation, partnership, association, trust,
unincorporated organization or other entity.



Voting Stock shall mean, 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 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).






 


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Attachment 2




TAX ASPECTS OF PERFORMANCE SHARE UNITS




TIMING OF TAXATION FOR FICA TAX PURPOSES




Background




Generally, the value of a performance share unit (PSU) is FICA taxable when the restrictions lapse.
However, due to a special provision described in the following paragraph, the value will be FICA
taxable at an earlier date for those who are presently age 55 or above, or who become age 55 before
the restrictions lapse.



As explained in the attached “Performance Share Unit Award Terms and Conditions,” if you terminate
employment prior to the termination of the escrow period, you will forfeit your units. However,
the escrow period will end if your termination of employment is the result of retirement at or
above age 55 having at least five years of service with ConocoPhillips or its subsidiaries.



Effect on FICA Taxability




As a result of the age 55 provision described above, if you were age 55 or above (and met the
service requirement) on the grant date, the value of your award is immediately taxable for FICA tax
purposes. If you were below age 55 (or had not met the service requirement) on the grant date, the
value of the units will be FICA taxable at the earlier of the lapsing of the restrictions
(including change of control) or your becoming age 55 (and meeting the service requirement). At
the time your units become FICA taxable, arrangements will be made between you and the Company for
the collection of the FICA tax either through payroll deduction or direct remittance.



Timing of Taxation for Federal and State Income Tax




Normal tax treatment for PSUs is that Federal and State income taxes are not due until the
restrictions lapse and the unrestricted shares are issued as marketable shares. There may be
circumstances under which income taxes become due before that time, and if so interest and
penalties may apply. Consult your tax or financial advisor for further information on whether you
might be subject to such treatment.




 


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