EX-10.11.2


  
 

 
Exhibit 10.11.2

 

1
 

DEFINED CONTRIBUTION MAKE-UP PLAN 
OF

CONOCOPHILLIPS 
TITLE II

(Effective for benefits earned or vested
after 

December 31, 2004)

2020 AMENDMENT AND RESTATEMENT

 
The 

Defined 
Contribution 
Make-Up 

Plan 
of 
ConocoPhillips, 

Title 
II 
(the 
“Ongoing

Plan”), 
is 

hereby 
amended 
and 

restated 
effective 
as 

of 
January 
1, 
2020 

(except 
where 
another date is specified herein with regard to a particular provision).

 

Immediately 
prior 

to 
effectiveness 
of 

this 
2020 
Amendment 

and 
Restatement, 
the

Ongoing 
Plan 

was 
and 
remains 

subject 
to 
the 

2012 
Restatement 
of 

the 
Defined

Contribution 
Make-Up 

Plan 
of 
ConocoPhillips, 

Title 
II, 
which 

was 
effective 
as 

of 
the

"Effective 
Time" 

defined 
in 
the 

Employee 
Matters 
Agreement 

by 
and 
between

ConocoPhillips 
and 

Phillips 
66 
(the 

"Effective 
Time"), 
together 

with 
the 
First

Amendment 
to 

Title 
II 
of 
the 

Defined 
Contribution 
Make-Up 

Plan 
of 
ConocoPhillips 
(2012
Restatement), 
effective January 
1, 2013, 
the
Second 
Amendment to 
Title 
II
of 
the

Defined 
Contribution 

Make-Up 
Plan 
of 

ConocoPhillips 
(2012 
Restatement), 
effective

January 1, 2016, and the 
Third Amendment to
Title 
II of the Defined
Contribution 
Make-
Up Plan of ConocoPhillips (2012 Restatement), effective October 30, 2019.

 
Preamble

 
The purpose of this Plan is to attract and retain
key 
employees by providing supplemental 
benefits for those Eligible
Employees 
whose benefits under the CPSP 
might otherwise be

affected 
by 

Pay 
Limitations 
or 

by 
a 
voluntary 

reduction 
in 
salary 

under 
provisions 
of 
KEDCP.

 
The Defined Contribution Make-Up Plan of ConocoPhillips
is intended to provide certain

specified 
benefits 

to 
Eligible 
Employees 

whose 
benefits 
under 

the 
ConocoPhillips 

 
 

 
Exhibit 10.11.2

 

2
 

Savings Plan might otherwise be limited. 
Title I of
the 
Plan, sometimes referred to as 
the

Frozen 
Plan, 

is 
effective 
with 

regard 
to 
benefits 

earned 
and 
vested 

prior 
to 
January 
1,

2005, while 
Title 
II
of 
the 
Plan, 
sometimes
referred 
to as 
the
Ongoing 
Plan, 
is effective 
with
regard 
to benefits 
earned
or 
vested 
after December 
31,
2004. 
Earnings, 
gains, and

losses 
shall 

be 
allocated 
to 

the 
Title 
of 
the 

Plan 
to 
which 
the 

underlying 
obligations 
giving rise to them are allocated.

 
The
Ongoing 
Plan is 
intended (1) 
to
comply 
with Code 
section 409A, 
as
enacted 
as part 
of the 
American
Jobs 
Creation Act 
of 2004, 
and
official 
guidance issued 
thereunder, 
and

(2) to 
be “a 
plan
which 
is unfunded 
and is 
maintained
by 
an employer 
primarily 
for the

purpose of 
providing
deferred 
compensation for 
a select 
group
of 
management or 
highly 
compensated
employees” within the meaning of sections 
201(2), 301(a)(3), and 401(a)(1) 
of
ERISA. 
Notwithstanding any other provision 
of this Ongoing Plan, 
this
Ongoing Plan

shall 
be 

interpreted, 
operated, 
and 

administered 
in 
a 

manner 
consistent 
with 
these

intentions.

 
Section
1. 
Definitions.
 

 
For 

purposes 
of 
the 

Plan, 
the 
following 

terms, 
as 
used 

herein, 
shall 
have 

the 
meaning 
specified:

(a)
 

 

“Allocation 

Ratio”
 
shall 

mean 
the 
ratio 

determined 
by 
dividing 

(i) 
an 
amount

equal 
to 

the 
total 
value 
of 

the 
unallocated 
shares 

of 
Stock 
allocated 

to 
Stock

Savings 
Feature 

participants 
and 
beneficiaries 

as 
of 
a 
Stock 

Savings 
Feature

Semiannual 
Allocation 

Date 
or 
Supplemental 

Allocation 
Date 
(as 

defined 
in 
the

CPSP) 
by 

(ii) 
an 
amount 

equal 
to 
the 
total 

net 
Stock 
Savings 

Feature 
employee

deposits 
used 

in 
the 
calculation 

of 
the 
Stock 

Savings 
Feature 
Semiannual

Allocation or Supplemental Allocation (as defined in the CPSP).

(b)
 

“Beneficiary”
 

shall 
mean 
a 

person 
or 
persons 

or 
the 
trustee 
of 

a 
trust 
for 
the

benefit 
of 

a 
person 
designated 

by 
a 
Participant 
to 

receive, 
in 
the 

event 
of 
death,

any 
unpaid 

portion 
of 
a 

Participant's 
Benefits 
from 

this 
Plan, 
as 

provided 
in 
Section
5.3. 


 
 

 
Exhibit 10.11.2

 

3
 

(c)
 

“Benefit”
 

shall 
mean 
an 

obligation 
of 
the 

Company 
to 
pay 

amounts 
from 
the 
Ongoing Plan.

(d)
 

“Board”

shall 
mean 

the 
Board 
of 

Directors 
of 
the 

Company, 
as 
it 
may 

be 
comprised from time to time.

(e)
 

“Code”
 

shall mean the 
Internal Revenue Code 
of 1986, 
as amended
from 
time to 
time, or any successor statute.

(f)
 

“Committee”
 

shall mean the Nonqualified Plans Benefit 
Committee as appointed

from 
time 

to 
time 
by 
the 

Board; 
provided, 
however, 

that 
until 
a 

successor 
is 
appointed by 
the
Board, 
the individual 
serving as 
the
Company’s 
Vice 
President 
with
responsibility over human resources shall be sole member of the Committee.

(g)
 

“Company”
 

shall 
mean 
ConocoPhillips 

Company, 
a 
Delaware 

corporation, 
or 
any successor
corporation. 
The Company is a subsidiary of ConocoPhillips.

(h)
 

“Company Stock
Fund”
 
shall mean an
Investment 
Option under this Plan 
that is

accounted for as if 
investments were
made 
in the common 
stock, $0.01 par 
value,

of 
ConocoPhillips, 

although 
no 
such 

actual 
investments 
need 

be 
made, 
with 
accounting entries
being sufficient therefor.

(i)
 

“ConocoPhillips”
 

shall 
mean 
ConocoPhillips, 

a 
Delaware 
corporation, 

or 
any

successor 
corporation. 

ConocoPhillips 
is 
a 

publicly 
held 
corporation 

and 
the 
parent of the Company.

(j)
 

“Controlled
Group”
 
shall mean ConocoPhillips and its Subsidiaries.

(k)
 

“CPSP” 
shall mean the ConocoPhillips Savings Plan.

(l)
 

“CPSP
Pay”
 
shall mean

"
Pay
"

 
as defined in the CPSP.

(m)
 

“DCMP 

Pay”
 
shall 
mean

"
Pay
"

 
as 

defined 
in 
the 

CPSP 
without 
regard 

to 
Pay 
Limitations or voluntary salary reduction under provisions of the KEDCP.

(n)
 

“Election 
Form”

shall
mean 
a 
written 
form, 

including 
one 
in 

electronic 
format, 
provided by 
the
Plan 
Administrator pursuant 
to which 
a
Participant 
may elect 
the 
time and form
of payment of his or her Benefits.

(o)
 

“Eligible 

Employee”
 
shall 

mean 
an 
Employee 

whose 
DCMP 
Pay 

exceeds 
the

amount 
set 

forth 
in 
Code 
section
401(a)(17), 
as 
amended 

from 
time 
to 
time, 

or

who 
is 

eligible 
to 
elect 

a 
voluntary 
salary 

reduction 
under 
the 

provisions 
of 
the 
KEDCP.

(p)
 

 

“Employee”
 
shall 

mean 
any 
individual 

who 
is 
a 
salaried 

employee 
of 
the 

 
 

 
Exhibit 10.11.2

 

4
 

Company or any Participating Subsidiary.

(q)
 

“Employer
Discretionary 
Account”
 
shall
have 
the same 
meaning as 
set
forth 
in 
the CPSP.

(r)
 

“Employer Discretionary 
Contribution
Account”
 
shall have the 
same
meaning 
as set forth in the CPSP.

(s)
 

“Employer Matching 
Account”

shall have 
the same 
meaning
as 
set forth 
in the 
CPSP.

(t)
 

“Employer 
Matching 

Contribution 
Account”

shall 
have 

the 
same 
meaning 
as

set forth in the CPSP.

(u)
 

“ERISA” 
shall
mean 
the Employee 
Retirement Income 
Security
Act 
of 1974, 
as 
amended from time to
time, or any successor statute.

(v)
 

“Frozen 

Plan”
 
shall
mean 
Title 
I of 
the
Defined 
Contribution 
Make-Up Plan 
of

ConocoPhillips.

(w)
 

“Investment 

Options”
 
shall 

mean 
the 
investment 

options, 
as 
determined 
from

time to 
time by 
the
Plan 
Administrator, 
used to 
credit
earnings, 
gains, and 
losses 
on
Supplemental Thrift Feature Account and 
Supplemental Stock Savings Feature 
Account balances.

(x)
 

“KEDCP”
 

shall 
mean 
the 

Key 
Employee 
Deferred 

Compensation 
Plan 
of

ConocoPhillips 
or 

any 
similar 
or 

successor 
plan 
maintained 

by 
a 
member 
of 

the 
Controlled Group.

(y)
 

“Ongoing 
Plan”

shall
mean 
Title 
II 
of 

the 
Defined 
Contribution 

Make-Up 
Plan 
of ConocoPhillips.

(z)
 

“Participant”
 

shall 
mean 
an 

Eligible 
Employee 
who 

is 
eligible 
to 

receive 
a 
Benefit
from 
this 
Plan as 
a
result 
of being 
an Eligible 
Employee
and 
any 
person

for 
whom 

a 
Supplemental 
Thrift 

Feature 
Account 
and/or 

a 
Supplemental 
Stock 
Savings
Feature Account is maintained.

(aa)
 

“Participating
Subsidiary”
 
shall mean a Subsidiary which has adopted the CPSP

and of which one 
or more Employees
are 
Participants eligible to make 
deposits to

the CPSP or are eligible for Benefits pursuant to this Plan.

(bb)
 

“Pay 

Limitations”
 
shall 

mean 
the 
compensation 

limitations 
applicable 
to 
the

CPSP that are set forth in Code section 401(a)(17), as adjusted.

(cc)
 

“Plan”

shall 
mean 

the 
Defined 
Contribution 

Make-Up 
Plan 
of 

ConocoPhillips. 


 
 

 
Exhibit 10.11.2

 

5
 

The Plan is sponsored and maintained by the Company.

(dd)
 

“Plan Administrator” 
shall mean the Committee.

(ee)
 

“Plan Year 
”

shall mean January 1 through December 31.

(ff)
 

“Separation 
from 

Service”
 
shall 

mean 
the 
date 
on 

which 
the 
Participant 

has 
a

“separation 
from 

service,” 
within 
the 

meaning 
of 
Code 

section 
409A(a)(2)(A)(i)

and 
section 

1.409A-1(h) 
of 
the 

Treasury 
regulations, 
with 

the 
controlled 
group,

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 
twenty-nine 

(29)-month 
period 
of 

absence 
shall 
be

substituted 
for 

the 
six 
(6)-month 

period 
set 
forth 
in 

section 
1.409A-1(h)(1)(i) 
of 
the
Treasury regulations, as allowed thereunder.

(gg)
 

“Stock”
 

shall 
mean 
shares 

of 
common 
stock, 

$0.01 
par 
value, 

issued 
by 
ConocoPhillips.

(hh)
 

“Stock Savings
Feature”
 
shall mean the Stock Savings Feature of the CPSP.

(ii)
 

“Subsidiary” 
shall mean any
corporation 
or other entity that 
is treated as a 
single

employer with 
ConocoPhillips
under 
section 414(b) 
, (c), 
or
(m) 
of the 
Code. 
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) 

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 

Code 
section 
414(c),

the 
language 

“at 
least 
80%” 

shall 
be 
used 

without 
substitution 
as 

allowed 
under 
regulations pursuant to Code section 409A.

(jj)
 

“Supplemental 
Stock 

Savings 
Contributions”
 

shall 
mean 
an 

amount 
equal 
to 
1% of the amount
of 
the Participant’s 
DCMP Pay for a
Plan 
Year 
that is in excess 
of the
Participant’s CPSP Pay for such Plan Year.

(kk)
 

“Supplemental 
Stock 

Savings 
Feature 

Account”
 
shall 

mean 
the 
Plan 
Benefit

account 
of 

a 
Participant 
that 

reflects 
the 
portion 

of 
his 
or 
her 

Benefit 
that 
is 
intended to
replace certain Stock Savings Feature benefits to which the Participant 

 
 

 
Exhibit 10.11.2

 

6
 

might otherwise be entitled 
but for the
application 
of the Pay Limitations 
and/or a

voluntary salary reduction under the KEDCP.

(ll)
 

“Supplemental
Thrift 
Contributions”
 
shall
mean 
an amount 
equal to 
1.25% of

the amount of the 
Participant’s
DCMP 
Pay for a Plan 
Year 
that is in
excess 
of the 
Participant’s CPSP Pay for such Plan Year.

(mm)
 

“Supplemental Thrift Feature
Account”
 
shall mean the Plan
Benefit 
account of 
a Participant 
which
reflects 
the portion 
of his 
or
her 
Benefit which 
is intended 
to

replace certain Thrift Feature benefits 
to which the
Participant 
might otherwise be

entitled 
but 

for 
the 
application 

of 
the 
Pay 

Limitations 
and/or 
a 

voluntary 
salary 
reduction under the KEDCP.

(nn)
 

“Thrift
Feature”
 
shall mean the Thrift Feature of the CPSP.

(oo)
 

“Trustee”
 

shall mean the trustee of 
the grantor trust established 
for this Plan by a

trust agreement between the Company and the trustee, or any successor trustee.

(pp)
 

“Valuation 

Date”
 
shall mean
“Valuation 
Date” as defined in the CPSP.

 
Section
2. 
Eligibility.
 

 
Benefits may only be granted to Eligible Employees.

 
Section
3. 
Supplemental Thrift Feature Account
Benefits.
 
 

For 
any 

period 
in 
which 
an 

Eligible 
Employee’s 
DCMP 

Pay 
exceeds 
his 
or 

her 
CPSP

Pay, 
a 

Benefit 
amount 
shall 

be 
credited 
to 
an 

Eligible 
Employee’s 
Supplemental 
Thrift

Feature
Account 
for 
the 
Ongoing 

Plan 
no 
later 
than
the 
end 
of 
the 

month 
following 
the

Valuation 
Date 

that 
Company 
contributions 

are 
made 
either 
to 

the 
Eligible 
Employee’s

Employer 
Matching 

Contribution 
Account 
or 

to 
the 
Eligible 

Employee’s 
Employer 
Discretionary
Contribution 
Account, or 
would have 
been
made 
to either 
such 
account if

the 
Eligible 

Employee 
had 
received 

Company 
contributions 
under 

the 
CPSP. 
The 
Benefit
amount 
so credited 
shall equal 
the
percentage 
set by 
the CPSP 
with
regard 
to an

Employer 
Matching 

Contribution 
or 
by 

the 
Company 
with 

regard 
to 
an 
Employer

Discretionary 
Contribution, 

as 
the 
case 
may 

be, 
multiplied 
by 

the 
amount 
by 
which 

the

Eligible 
Employee’s 

DCMP 
Pay 
for 
the 

period 
for 
which 

the 
Employer 
Matching 

 
 

 
Exhibit 10.11.2

 

7
 

Contribution or the Employer Discretionary Contribution, as the case may be, exceeds his

or her CPSP Pay for that
period. 

 

Section 3.1 
Supplemental Thrift Feature Account
Earnings
 
 

The 
Company 

shall 
periodically 
credit 

earnings, 
gains, 
and 

losses 
to 
a 
Participant’s

Supplemental 
Thrift 

Feature 
Account, 
until 

the 
full 
balance 

of 
such 
Account 

has 
been 
distributed. 
Earnings,
gains, 
and losses 
shall be 
credited
to 
a Participant’s 
Supplemental

Thrift 
Feature 

Account 
under 
this 

Section 
based 
on 

the 
results 
that 

would 
have 
been 
achieved had
amounts credited to such Account been 
invested as soon as practicable after

crediting 
into 

Investment 
Options 
selected 

by 
the 
Participant. 

The 
Plan 
Administrator

shall 
specify 

procedures 
to 
allow 

Participants 
to 
make 

elections 
as 
to 

the 
deemed 
investment of 
amounts
newly 
credited to 
their Supplemental 
Thrift
Feature 
Accounts, as

well 
as 

the 
deemed 
investment 

of 
amounts 
previously 

credited 
to 
their 
Supplemental

Thrift Feature 
Accounts. 
Nothing
in 
this Section 
or otherwise 
in
the 
Plan, however, 
will

require 
the 

Company 
to 
actually 

invest 
any 
amounts 

in 
such 
Investment 

Options 
or 
otherwise.

 
Section
4. 
Supplemental Stock Savings Feature Account
Benefits.
 
 

For 
each 

month 
in 
which 
a 

Semiannual 
or 
Supplemental 

Allocation 
(as 
defined 

in 
the 
CPSP) is 
made
to 
a Eligible 
Employee’s 
Stock
Savings 
Feature Account, 
or would 
have

been 
made 

to 
such 
account 
if 

the 
Eligible 
Employee 

had 
received 
a 

Semiannual 
or

Supplemental 
Allocation, 

a 
Benefit 
amount 
shall
be 
credited
to 
his 
or 
her Supplemental

Stock Savings Feature Account. 
The Benefit amount
to 
be credited shall be 
calculated in

shares 
in 

the 
Company 
Stock 

Fund 
of 
this 
Plan 

and 
shall 
be 
equal 

to 
(i) 
the 
Eligible

Employee's 
Supplemental 

Stock 
Savings 
Contributions 

during 
the 
applicable Allocation

Period (as defined in the 
CPSP) multiplied by the applicable
Allocation 
Ratio, divided by

(ii) 
the 

share 
value 
for 

the 
Company 
Stock 

Fund 
of 
the 
CPSP 

on 
the 
applicable 
Allocation Date
(as defined in 
the CPSP). 
This amount shall be credited no 
later than the

end 
of 

the 
month 
following 

the 
Valuation 
Date 

that 
a 
Semiannual 

Allocation 
or

Supplemental 
Allocation 

is 
made 
under 
the 

Stock 
Savings 
Feature,
or 
would 
have 
been 

 
 

 
Exhibit 10.11.2

 

8
 

made had the Eligible 
Employee received such
a 
Semiannual Allocation or Supplemental 
Allocation under
the 
Stock Savings Feature. 
A share in 
the Company
Stock 
Fund of this

Plan 
shall 

have 
a 
value 

equivalent 
to 
a 

share 
in 
the 

Company 
Stock 
Fund 

of 
the 
CPSP. 


Notwithstanding the foregoing, 
allocations
under 
this Section 
4 shall 
cease
with 
the final 
allocation for the period ending December 31, 2012, made in January, 2013.

 
Section
4.1 
Supplemental Stock Savings Feature Account
Earnings
 
 

After 
being 

initially 
invested 
in 

the 
Company 
Stock 

Fund 
account, 
the 

amounts 
in 
the

Participant’s 
Supplemental
Stock 
Savings Feature 
Account shall 
thereafter
be 
eligible to

be 
invested 

in 
Investment 
Options 

selected 
by 
the 

Participant. 
The 
Company 
shall

periodically 
credit 

earnings, 
gains 
and 

losses 
to 
a 

Participant’s 
Supplemental 
Stock

Savings 
Feature 

Account, 
until 
the 

full 
balance 
of 

such 
Account 
has 

been 
distributed. 


Earnings, 
gains, 

and 
losses 
shall 

be 
credited 
to 
a 

Participant’s 
Supplemental 
Stock

Savings 
Feature 

Account 
under 
this 

Section 
based 
on 

the 
results 
that 

would 
have 
been 
achieved had
amounts credited to such Account been 
invested as soon as practicable after 
crediting into the
Company Stock Fund of this Plan or the Investment Options selected by 
the Participant. 
The
Plan 
Administrator shall 
specify procedures 
to
allow 
Participants to

make 
elections 

as 
to 
the 
deemed 

investment 
of 
amounts 

previously 
credited 
to 
their

Supplemental 
Stock 
Savings
Feature 
Accounts. 
Nothing 

in 
this 
Section or 
otherwise in

the Plan, 
however, 
will
require 
the Company 
to actually 
invest
any 
amounts in 
Stock or 
in such
Investment Options or otherwise. 
 
Section
5. 
Payment.
 

 
In 

the 
absence 
of 
an 

effective 
election 
under 

Section 
5.1 
or 

Section 
5.2, 
Benefits 

that 
a 
Participant is 
eligible
to 
receive under 
the Ongoing 
Plan
(and 
earnings, gains, 
and losses

thereon) shall be 
paid in 
one lump
sum 
payment as of 
the first calendar 
quarter that
is 
(i) 
with regard to elections 
made
before January 1, 
2020, six (6) 
months after the date 
of the

Participant’s 
Separation 

from 
Service 
and 

(ii) 
with 
regard 

to 
elections 
made 
after

December 
31, 

2019, 
twelve 
(12) 

months 
after 
the 

date 
of 
the 

Participant’s 
Separation 
from
Service. 
Furthermore, in 
the absence 
of
an 
effective 
election under 
Section
5.1 
or 

 
 

 
Exhibit 10.11.2

 

9
 

Section 5.2, if 
the Participant dies
prior 
to his or her 
Separation from Service, or 
after his

or 
her 

Separation 
from 
Service 

but 
prior 
to 
the 

date 
that 
the 

Benefits 
which 
the 
Participant
is 
eligible to 
receive under 
the
Ongoing 
Plan (and 
earnings, gains, 
and losses

thereon) 
commence 

to 
be 
paid, 
the 

Benefits 
that 
the 

Participant 
is 
eligible 

to 
receive

under 
the 

Ongoing 
Plan 
(and 

earnings, 
gains, 
and 

losses 
thereon) 
shall 

be 
paid 
in 
one

lump 
sum 

cash 
payment 
to 

the 
Participant’s 
Beneficiary 

or 
Beneficiaries 
as 

soon 
as 
administratively practicable after the Participant’s death.

 
Section
5.1 
Payment Election by Participant.

 
A Participant may elect on an Election Form delivered
to the Plan 
Administrator at a time 
set
by 
the Plan 
Administrator (which 
shall
be 
prior to 
the beginning 
of
the 
Plan Year) 
to 
have
the 
amounts attributable 
to Benefits 
under
the 
Ongoing Plan 
that are 
credited
to 
his

or 
her 

Supplemental 
Thrift 
Feature 

Account 
(and 
earnings, 

gains, 
and 
losses 
thereon)

with respect to 
such
Plan 
Year 
and the amounts 
attributable
to 
Benefits credited to 
his or

her 
Supplemental 

Stock 
Savings 
Feature 

Account 
(and 
earnings, 

gains, 
and 
losses 
thereon) with
respect to such Plan Year 
paid to the Participant in either:

 

(a) 
one lump sum payment, or

(b) 
annual, semi-annual, 
or
quarterly 
installments, using 
a declining 
balance method,

over a period ranging from one to fifteen years.

 
A Participant
may 
elect to have 
payments commence as 
of the
beginning 
of any calendar 
quarter that is at
least 
one year after the date of 
the Participant’s 
Separation from
Service,

provided 
that, 

for 
elections 
after 

December 
31, 
2019, 

no 
first 
payment 

shall 
commence 
later than 
the
100
th
 

birthday of 
the Participant. 
In the 
absence
of 
an election 
on the 
date

which 
a 

payment 
is 
to 

commence, 
it 
shall 

commence 
as 
of 
the 

beginning 
of 
the 
first

calendar quarter 
that is 
(i)
with 
regard to 
elections made 
before
January 
1, 2020, 
six (6) 
months
after 
the date 
of
the 
Participant’s 
Separation from 
Service
and 
(ii) with 
regard to

elections 
made 

after 
December 
31, 

2019, 
twelve 
(12) 

months 
after 
the 

date 
of 
the 
Participant’s
Separation from Service.
 
 

 



  
Exhibit 10.11.2

 

10
 

Section 5.2 
Change in Time or Form of Payment.

 
A Participant
may 
make an election 
to change the 
time or
form 
of payment elected under 
Section 5.1 or the payment to be made under
Section 
5, but only if the following rules are 
satisfied:

 

(a)
 

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;

(b)
 

Except for 
a payment 
made
with 
respect to 
the death 
of
the 
Participant, 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;
 

(c)
 

Such payment may commence as of the beginning of any calendar
quarter;
 

(d)
 

An 
election 

to 
receive 
payments 

in 
installments 
shall 

be 
treated 
as 
a 

single 
payment for purposes of these rules;

(e)
 

The 
election 

may 
not 
result 

in 
an 
impermissible 

acceleration 
of 
payment

prohibited under Code section 409A;

(f)
 

No more than three (3) such elections shall be permitted; and

(g)
 

For changes made after December 31, 2019, no first payment may be scheduled to

commence after the
100
th
 

birthday of the Participant. 
 
Section
5.3 
Beneficiary Designation.

 
A
Participant 
may 
designate 

a 
Beneficiary 
or 

Beneficiaries 
to
receive 
the 
entire 
balance

of 
the 

Participant’s 
Deferred 
Compensation 

Account 
by 
giving 

signed 
written 
notice 
of

such designation 
to the 
Plan
Administrator 
upon forms 
supplied by 
and
delivered 
to 
the

Plan 
Administrator 

and 
may 
revoke 

such 
designations 
in 

writing; 
provided, 
that 
writing

and 
signing 

may 
be 
done 
by 

any 
electronic 
means 

approved 
by 
the 

Plan 
Administrator. 


The 
Participant 

may 
from 
time 
to 

time 
change 
or 

cancel 
any 
previous 
beneficiary

designation 
in 

the 
same 
manner. 

The 
last 
beneficiary 

designation 
received 
by 

the 
Plan 
Administrator shall 
be
controlling 
over any 
prior 
designation
and 
over any 
testamentary

or 
other 

disposition. 
After 
acceptance 

by 
the 
Plan 

Administrator 
of 
such 
written

designation, it 
shall take 
effect
as 
of the 
date on 
which
it 
was signed 
by the 
Participant, 

 



  
Exhibit 10.11.2

 

11
 

whether the 
Participant is 
living
at 
the time 
of such 
receipt,
but 
without prejudice 
to the

Company 
or 

any 
member 
of 
the 

Controlled 
Group 
or 

the 
Plan 
Administrator 

or 
their 
respective employees
and 
agents on account of 
any payment made 
under this
Plan 
before

receipt 
of 

such 
designation. 
If 

no 
designation 
of 
a 

Beneficiary 
is 
on 

file 
with 
the 
Plan

Administrator 
at 

the 
time 
of 
the 

death 
of 
the 

Participant 
or 
such 

designation 
is 
not

effective 
for 

any 
reason 
as 

determined 
by 
the 

Plan 
Administrator, 
then, 

for 
purposes 
of

this 
Plan, 

“Beneficiary” 
shall 
mean, 

and 
such 
Benefits 

shall 
be 
paid 

to, 
(i) 
the

Participant's 
surviving 

spouse 
as 
of 
the 

Participant's 
date 
of 

death, 
or 
(ii) 
if 

there 
is 
no 
surviving spouse as
of the Participant's date of death, the Participant’s estate.

 
Section
5.4 
Acceleration of Payment of Benefits.

 

Notwithstanding 
any 

other 
provision 
of 

this 
Plan 
to 
the 

contrary, 
except 
as 

provided 
in 
Section 12(g) and
below, 
in no event shall this 
Plan permit the acceleration 
of the time or

schedule 
of 

any 
payment 
or 

distribution 
under 
this 

Plan, 
except 
that 

the 
Plan 
Administrator
may 
accelerate a payment 
or distribution 
under
this 
Plan to 
comply with 
a

certificate 
of 

divestiture, 
as 
provided 

in 
section 
1.409A-3(j)(4)(iii) 

of 
the 
Treasury

regulations. 
Moreover, 

if 
a 
portion 
of 

a 
Participant's 
Benefit 

(and 
earnings, 
gains, 
and

losses thereon) 
is includible 
in
income 
under Code 
section 409A, 
then
such 
portion shall

be 
distributed 

immediately 
to 
the 

Participant 
in 
accordance 

with 
section 

1.409A-
3(j)(4)(vii) of the Treasury regulations.

 
Section
6. 
Nonassignability.

 

The 
interest 

of 
a 
Participant 

or 
his 
Beneficiary 

or 
Beneficiaries 
hereunder 

may 
not 
be

sold, 
transferred, 

assigned, 
or 
encumbered 

in 
any 
manner, 

either 
voluntarily 
or

involuntarily, 
and 

any 
attempt 
so 
to 

anticipate, 
alienate, 
sell, 

transfer, 
assign, 
pledge,

encumber, or 
charge the 
same shall be
null 
and void; neither 
shall the Benefits 
hereunder

be 
liable 

for 
or 
subject 
to 

the 
debts, 
contracts, 

liabilities, 
engagements, 
or 

torts 
of 
any

person 
to 

whom 
such 
Benefits 

or 
funds 
are 

payable, 
nor 
shall 

they 
be 
an 
asset 

in 
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.

 

 
 

  
Exhibit 10.11.2

 

12
 

Section 7. 
Administration.

 

(a)
 

The 
Plan 

shall 
be 
administered 

by 
the 
Plan 

Administrator. 
The 
Plan

Administrator may 
delegate to 
employees
of 
the Company 
or any 
member
of 
the

Controlled 
Group 

the 
authority 
to 

execute 
and 
deliver 

such 
instruments 
and

documents, 
to 

do 
all 
such 
acts 

and 
things, 
and 
to 

take 
such 
other 
steps 

deemed 
necessary, 
advisable,
or 
convenient for 
the effective 
administration
of 
the Plan 
in

accordance 
with 

its 
terms 
and 

purpose, 
except 
that 

the 
Plan 
Administrator 
may

not 
delegate 

any 
discretionary 
authority 

with 
respect 
to 

substantive 
decisions 
or

functions regarding 
the Plan 
or
Benefits 
under the 
Plan. 
The
Plan 
Administrator 
may designate 
a
third 
party to 
provide
services 
that 
may include 
record keeping,

Participant accounting, Participant communication, payment of installments 
to the

Participant, 
tax 

reporting, 
and 
any 

other 
services 
specified 

in 
an 
agreement 
with

such third 
party. 
The
Plan 
Administrator may 
adopt such 
rules,
regulations, 
and

forms 
as 

deemed 
desirable 
for 

administration 
of 
the 

Plan 
and 
shall 

have 
the

discretionary 
authority 

to 
allocate 
responsibilities 

under 
the 
Plan 
to 

such 
other

persons 
as 

may 
be 
designated. 

The 
Plan 
Administrator 

shall 
have 
absolute

discretion 
in 

carrying 
out 
its 

responsibilities, 
and 
all 

interpretations, 
findings 
of

fact 
and 

resolutions 
described 
herein 

which 
are 
made 
by 

the 
Plan 
Administrator 
shall be
binding, final and conclusive on all parties.

(b)
 

The 
Plan 

Administrator 
and 
his 

or 
her 
delegates 

shall 
serve 
without 

bond 
and

without 
compensation 

for 
services 
under 

this 
Plan. 
All 

expenses 
of 
the 
Plan

Administrator and his or her delegates for services under this Plan shall be paid by

the 
Company. 

None 
of 
the 
Plan 

Administrator 
or 
his 

or 
her 
delegates 

shall 
be

liable 
for 

any 
act 
or 

omission 
on 
his 
or 

her 
own 
part 

excepting 
his 
or 

her 
own

willful 
misconduct. 

Without 
limiting 
the 

generality 
of 
the 

foregoing, 
any 
such

decision 
or 

action 
taken 
by 

the 
Plan 
Administrator 

or 
his 
or 
her 

delegates 
in

reliance 
upon 

any 
information 
supplied 

by 
an 
officer 
of 

the 
Company, 
the

Company's 
legal 

counsel, 
or 
the 

Company's 
independent 
accountants 
in

connection 
with 

the 
administration 
of 

this 
Plan 
shall 
be 

deemed 
to 
have 
been

taken in good faith. 

 
 

  
Exhibit 10.11.2

 

13
 

 
Section
7.1 
Claim for
Benefits.
 
 

(a)
 

Any 
claim 

for 
benefits 
hereunder 

shall 
be 
presented 

in 
writing 
to 
the 

Plan

Administrator 
for 

consideration, 
grant, 
or 

denial. 
Claimants 
will 

be 
notified 
in

writing 
of 

approved 
claims, 
which 

will 
be 
processed 

as 
claimed. 
A 

claim 
is

considered 
approved 

only 
if 
its 

approval 
is 
communicated 

in 
writing 
to 
a

claimant.

(b)
 

In the 
case of 
a
denial 
of a 
claim respecting 
benefits
paid 
or payable 
with respect

to 
a 

Participant, 
a 
written 

notice 
will 
be 

furnished 
to 
the 

claimant 
within 
ninety 
(90) days
of the date 
on which the claim 
is received by the 
Plan
Administrator. 
If 
special circumstances
(such 
as for a hearing) 
require a longer period, 
the claimant

will be notified in 
writing, prior to
the 
expiration of the ninety 
(90)-day period, of

the 
reasons 

for 
an 
extension 
of 

time; 
provided, 
however, 

that 
no 
extensions 
will

be permitted beyond ninety (90) days after the expiration of the initial ninety
(90)-
day period. 
A denial 
or
partial 
denial of 
a claim 
will
be 
dated and 
signed by 
the

Plan Administrator and will clearly set forth:

(1)
 

the specific reason or reasons for the denial;

(2)
 

specific 
reference 

to 
pertinent 
Plan 

provisions 
on 
which 

the 
denial 
is 
based;

(3)
 

a 
description 

of 
any 
additional 

material 
or 
information 

necessary 
for 
the 
claimant
to 
perfect 
the 
claim 

and an 
explanation 
of
why 
such 
material 
or

information is necessary; and

(4)
 

an 
explanation 

of 
the 
procedure 

for 
review 
of 
the 

denied 
or 
partially 
denied claim
set forth below, 
including the claimant’s 
right to bring a civil

action 
under 

ERISA 
section 
502(a) 

following 
an 
adverse 
benefit

determination on review.

(c)
 

Upon 
denial 

of 
a 
claim, 
in 

whole 
or 
in 
part, 

a 
claimant 
or 
his 

duly 
authorized 
representative
will 
have the 
right to 
submit
a 
written request 
to
the 
Trustee 
for a 
full
and 
fair 
review of 
the
denied 
claim by 
filing 
a
written 
notice 
of 

appeal 
with 
the Trustee 
within
sixty 
(60) days 
of the 
receipt
by 
the claimant 
of written 
notice

of the denial 
of the claim. 
A
claimant or 
the claimant’s 
authorized representative 

 
 

  
Exhibit 10.11.2

 

14
 

will have, upon request and 
free of charge, reasonable
access 
to, and copies of, all

documents, 
records, 

and 
other 
information 

relevant 
to 
the 

claimant’s 
claim 
for

benefits 
and 

may 
submit 
issues 

and 
comments 
in 

writing. 
The 
review 

will 
take 
into 
account
all 
comments, 
documents, 
records,
and 
other 
information 
submitted

by the 
claimant relating 
to
the 
claim, without 
regard to 
whether
such 
information

was 
submitted 

or 
considered 
in 

the 
initial 
benefit 

determination. 
If the 
claimant

fails to 
file a 
request
for 
review within 
sixty 
(60)
days 
of the 
denial notification, 
the
claim 
will be 
deemed abandoned 
and
the 
claimant precluded 
from reasserting

it. 
If 

the 
claimant 
does 

file 
a 
request 
for 

review, 
his 
request 

must 
include 
a 
description
of 
the issues 
and evidence 
he
deems 
relevant. 
Failure to 
raise issues

or present 
evidence on 
review
will 
preclude those 
issues or 
evidence
from 
being 
presented in any subsequent proceeding or judicial review of the claim.

(d)
 

The 
Trustee 

will 
provide 
a 

prompt 
written 
decision 

on 
review. 
If 
the 

claim 
is 
denied on review, the decision shall set forth:

(1)
 

the specific reason or reasons for the adverse determination;

(2)
 

specific 
reference 

to 
pertinent 
Plan 

provisions 
on 
which 

the 
adverse 
determination is based;

(3)
 

a statement that the claimant is entitled to receive, upon request and free of

charge, 
reasonable 

access 
to, 
and 

copies 
of, 
all 

documents, 
records, 
and 
other
information relevant to the claimant’s claim for benefits;
and 


(4)
 

a 
statement 

describing 
any 
voluntary 

appeal 
procedures 
offered 

by 
the

Plan 
and 

the 
claimant’s 
right 

to 
obtain 
the 

information 
about 
such 
procedures,
as well as a statement of the claimant’s 
right to bring an action 
under ERISA section
502(a).

(e)
 

A 
decision 

will 
be 
rendered 
no 

more 
than 
sixty 

(60) 
days 
after 

the 
Trustee’s 
receipt
of 
the request 
for review, 
except
that 
such period 
may be 
extended
for 
an

additional 
sixty 

(60) 
days 
if 
the 

Trustee 
determines 
that 

special 
circumstances 
(such as for a hearing)
require 
such extension. 
If an extension of time 
is required,

written notice of 
the extension 
will
be furnished 
to the claimant 
before the 
end of

the initial sixty (60)-day period.

(f)
 

To 
the extent permitted by 
law,
decisions 
reached under the claims procedures 
set

forth in 
this 
Section
shall 
be
final 
and 
binding 
on
all 
parties. No 
legal action 
for 

 



  
Exhibit 10.11.2

 

15
 

benefits 
under 

the 
Plan 
shall 
be 

brought 
unless 
and 

until 
the 
claimant 
has

exhausted his 
remedies under 
this
Section. 
In any 
such legal 
action,
the 
claimant 
may only 
present
evidence 
and
theories 
which 
the 

claimant 
presented during 
the

claims 
procedure. 

Any 
claims 
which 

the 
claimant 
does 

not 
in 
good 
faith 

pursue

through 
the 

review 
stage 
of 
the 

procedure 
shall 
be 

treated 
as 
having 
been

irrevocably waived. 
Judicial review 
of
a 
claimant’s 
denied claim 
shall
be 
limited 
to a 
determination
of 
whether the 
denial was 
an
abuse 
of discretion 
based on 
the

evidence and theories the claimant presented during the claims procedure.

(g)
 

Any payment to a Participant or Beneficiary, 
all in accordance with the provisions

of 
this 

Plan, 
shall 
to 
the 

extent 
thereof 
be 

in 
full 
satisfaction 

of 
all 
claims

hereunder 
against 

the 
Plan 
Administrator, 

the 
Company 
and 

all 
Participating

Subsidiaries, 
any 

of 
which 
may 

require 
such 
Participant 

or 
Beneficiary 
as 
a

condition to 
such payment 
to
execute 
a receipt 
and 
release
therefor 
in such 
form 
as shall
be 
determined by the 
Plan Administrator, 
the Company
or 
a Participating 
Subsidiary. 
If
a 
receipt and 
release is 
required
and 
the Participant 
or Beneficiary

(as 
applicable) 

does 
not 
provide 

such 
receipt 
and 

release 
in 
a 

timely 
enough

manner 
to 

permit 
a 
timely 

distribution 
in 
accordance 

with 
the 
general 

timing 
of

distribution 
provisions 

in 
this 
Plan, 
the 

payment 
of 
any 

affected 
distribution(s) 
shall be forfeited.

(h)
 

Benefits under 
this Plan 
will
be 
paid only 
if the 
Plan
Administrator 
decides in 
its

discretion 
that 

a 
Participant 
or 

Beneficiary 
is 
entitled 

to 
the 
Benefits. 


Notwithstanding 
the 

foregoing 
or 
any 

provision 
of 
this 

Plan, 
a 
Participant 
(or

other claimant) 
must exhaust 
all
administrative 
remedies set 
forth
in 
this 
Section 
7.1 or
otherwise 
established by the 
Plan Administrator before 
bringing any action

at law or 
equity. 
Any
claim 
based on a 
denial of 
a claim
under 
this Plan 
must be

brought 
no 

later 
than 
the 

date 
which 
is 
two 

(2) 
years 
after 

the 
date 
of 
the 

final 
denial of a 
claim under
this 
Section 7.1. 
Any claim not 
brought
within 
such time 
shall be waived and forever barred.

 

 
 

  

 
Exhibit 10.11.2

 

16
 

Section 8. 
Rights of Employees and
Participants.
 
 

Nothing 
contained
in 
the 
Plan 
(or 

in 
any 
other 

documents 
related 
to 

this 
Plan 
or 
to 

any

Benefit) 
shall 

confer 
upon 
any 

Employee 
or 
Participant 

any 
right 
to 

continue 
in 
the

employ 
or 

other 
service 
of 

the 
Company 
or 
any 

member 
of 
the 

Controlled 
Group 
or

constitute 
any 
contract
or 
limit 
in
any 
way 
the 
right 

of 
the 
Company 
or 

any 
member 
of 
the
Controlled 
Group to 
change such 
person's
compensation 
or other 
benefits or 
position

or to terminate the employment of such person with or without cause.

 
Section
9. 
Awards in
Foreign 
Countries.
 

 

The 
Board 

or 
its 
delegate 

shall 
have 
the 

authority 
to 
adopt 

such 
modifications, 
procedures,
and 
subplans as 
may be 
necessary
or 
desirable to 
comply with 
provisions of

the 
laws 

of 
foreign 
countries 

in 
which 
the 

Company 
or 
Participating 

Subsidiaries 
may 
operate
to 
assure the 
viability of 
the
Benefits 
of Participants 
employed in 
such countries

and to meet the purpose of this
Plan.
 
 

Section 10. 
Amendment and
Termination.
 
 

The Board 
reserves the 
right
to 
amend this 
Plan from 
time
to 
time, to 
terminate the 
Plan

entirely 
at 

any 
time, 
and 
to 

delegate 
such 
authority 

as 
the 
Board 
deems 

necessary 
or

desirable; 
provided, 

however, 
that 
no 

amendment 
may 
affect 

the 
balance 
in 
a

Participant’s 
account on 
the
effective 
date 
of 
the 

amendment; and, 
further 
provided, the

Company shall remain 
liable for
any 
Benefits accrued under 
this Plan prior 
to the
date 
of 
amendment or termination.

 
Section
11. 
Method of Providing
Payments.
 
 

(a)
 

Nonsegregation. 
Amounts 

deferred 
pursuant 
to 

this 
Plan 
and 
the 

crediting 
of 
amounts to 
a
Participant’s 
accounts shall 
represent 
the
Company’s 
unfunded and

unsecured 
promise 

to 
pay 
compensation 

in 
the 
future. 

With 
respect 
to 
said

amounts, the relationship of 
the Company and a
Participant 
shall be that of 
debtor 

 
 

  

 
Exhibit 10.11.2

 

17
 

and 
general 

unsecured 
creditor. 
While 

the 
Company 
may 

make 
investments 
for

the 
purpose 

of 
measuring 
and 

meeting 
its 
obligations 

under 
this 
Plan 
such

investments shall remain the sole property of the 
Company subject to claims of its

creditors generally, 
and shall 
not be
deemed 
to form or 
be included in 
any part of

the Participant’s accounts.

(b)
 

Funding. 
It is 
the
intention 
of the 
Company
that 
this 
Plan shall 
be
unfunded 
for 
federal tax 
purposes
and 
for purposes 
of Title 
I
of 
ERISA. 
All amounts 
payable

under
this 
Plan 
shall 
be
paid 
solely 
from 
the 

general
assets 
of 
the 
Company 

and

any 
rights 

accruing 
to 
a 

Participant 
under 
this 

Plan 
shall 
be 

those 
of 
a 
general

creditor; provided, however, 
that the
Company 
may establish one 
or more grantor

trusts to 
satisfy part 
or
all 
of the 
Company's Plan 
payment
obligations 
so long 
as

this 
Plan 

remains 
unfunded 
for 

purposes 
of 
sections 

201(2), 
301(a)(3), 
and 
401(a)(1)
of ERISA. 
 
Section
12. 
Miscellaneous
Provisions.
 
 

(a)
 

Except 
as 

otherwise 
provided 
herein, 

the 
Plan 
shall 

be 
binding 
upon 
the

Company, 
its successors and 
assigns,
including but 
not limited to 
any corporation

which may acquire all or 
substantially all of the
Company's 
assets and business or 
with or into which the Company may be consolidated or
merged.

(b)
 

This Plan 
shall be 
construed,
regulated, 
and administered 
in
accordance 
with 
the 
laws of the State
of Texas 
except to the extent that said laws have been preempted

by 
the 

laws 
of 
the 
United 

States. 
The 
forum 

and 
venue 
for 
any 

suit 
brought 
regarding any claim under this Plan shall be in Harris County, Texas.

(c)
 

If 
any 

provision 
of 
this 

Plan 
shall 
be 
held 

illegal 
or 
invalid 

for 
any 
reason, 
said

illegality 
or 

invalidity 
shall 
not 

affect 
the 
remaining 

provisions 
hereof; 
instead,

each 
provision 

shall 
be 
fully 

severable, 
and 
this 

Plan 
shall 
be 

construed 
and 
enforced as if said illegal or invalid provision had never been included
herein.

(d)
 

For 
purposes 

of 
this 
Plan, 

electronic 
communications 
and 

signatures 
shall 
be 
considered to
be 
in writing if 
made in conformity 
with procedures
which 
the Plan 
Administrator may adopt from time to time. 

 



  
Exhibit 10.11.2

 

18
 

(e)
 

The 
Plan 

Administrator, 
in 
its 

sole 
discretion, 
may 

direct 
that 
a 

payment 
to 
be

made 
to 

an 
incompetent 
or 

disabled 
person, 
whether 

because 
of 
minority 
or

mental 
or 

physical 
disability, 
instead 

be 
made 
to 
the 

guardian 
or 
legal

representative 
of 

such 
person 
or 
to 

the 
person 
having 

custody 
of 
such 
person

(unless prior 
claim therefor 
shall
have 
been made 
by a 
duly
qualified 
guardian or

other 
legal 

representative), 
without 
further 

liability 
either 
on 

the 
part 
of 
the

Company 
or 

a 
Participating 
Subsidiary 

or 
the 
Plan 
for 

the 
amount 
of 
such

payment 
to 

the 
person 
on 
whose 

benefit 
such 
payment 

is 
made. 
Any 
payment

made 
in 

accordance 
with 
the 

provisions 
of 
this 

provision 
shall 
be 

a 
complete

discharge 
of 

any 
liability 
of 

the 
Company, 
its 

Subsidiaries, 
and 
this 

Plan 
with 
respect to the Benefits so paid.

(f)
 

Payment 
of 

Plan 
Benefits 
may 

be 
subject 
to 

administrative 
or 
other 

delays 
that

result 
in 

payment 
to 
the 

Participant 
or 
his 

beneficiaries 
on 
a 

date 
later 
than 
the

date specified 
in this 
Plan
or 
the Participant's 
Election Form. 
Any
such 
payment

delays 
will 

comply 
with 
Code 

section 
409A 
of 

the 
Code, 
including 
without

limitation 
section 

1.409A-2(b)(7) 
of 
the 

Treasury 
regulations. 
No 

Participant 
or

Beneficiary 
shall 

be 
entitled 
to 
any 

additional 
earnings 
or 

interest 
in 
respect 
of

any such payment delays, nor shall any Participant or Beneficiary be provided any

election with respect to the timing of any delayed payment.

(g)
 

If 
all 

or 
any 
part 
of 

any 
Participant's 
or 

Beneficiary's 
Benefit 
hereunder 
shall

become subject to any estate, inheritance, income, employment 
or other tax which

the 
Company 

shall 
be 
required 

to 
pay 
or 

withhold, 
the 
Company 

shall 
have 
the 
full
power 
and authority 
to withhold 
and
pay 
such tax 
out of 
any
monies 
or other

property 
held 

for 
the 
account 
of 

the 
Participant 
or 

Beneficiary 
whose 
interests

hereunder 
are 

so 
affected 
(including, 

without 
limitation, 
by 

reducing 
and 
offsetting the Participant's
or 
Beneficiary's account balance). 
Prior to making any

payment, 
the 

Company 
may 
require 

such 
releases 
or 

other 
documents 
from 
any

lawful taxing authority as it shall deem necessary or desirable.

(h)
 

No 
amount 

accrued 
or 
payable 

hereunder 
shall 
be 

deemed 
to 
be 
a 

portion 
of 
an

Employee's 
compensation 

or 
earnings 
for 

the 
purpose 
of 
any 

other 
employee

benefit 
plan 

adopted 
or 
maintained 

by 
the 
Company, 

nor 
shall 
this 
Plan 

be 
deemed to amend or modify the provisions of the CPSP. 

 
 

  
Exhibit 10.11.2

 

19
 

(i)
 

It is 
the intention 
of
the 
Company that, 
so long 
as
any 
of ConocoPhillips’ 
equity

securities 
are 

registered 
pursuant 
to 

section 
12(b) 
or 

12(g) 
of 
the 
Securities

Exchange Act 
of 1934, 
this
Plan 
shall be 
operated in 
compliance
with 
16(b) and, 
if any Plan provision or transaction is found not to comply
with 
section 16(b), that

provision 
or 

transaction, 
as 
the 

case 
may 
be, 
shall 

be 
deemed 
null 
and 

void 
ab

initio
. 

Notwithstanding anything 
in the 
Plan to 
the
contrary, 
the Company, 
in its 
absolute
discretion, 
may bifurcate 
the Plan 
so
as 
to restrict, 
limit or 
condition the

use 
of 

any 
provision 
of 

the 
Plan 
to 

Participants 
who 
are 

officers 
and 
directors

subject 
to 

section 
16(b) 
without 

so 
restricting, 
limiting 

or 
conditioning 
the 
Plan

with respect to other Participants.

(j)
 

This 
Plan 

is 
intended 
to 

meet 
the 
requirements 

of 
Code 
section 

409А, 
as

applicable, 
in 

order 
to 
avoid 
any 

adverse 
tax 
consequences 

resulting 
from 
any

failure 
to 

comply 
with 
Code 

section 
409А 
and, 

as 
a 
result, 
this 

Plan 
shall 
be

operated 
in 

a 
manner 
consistent 

with 
such 
compliance. 

Except 
to 
the 
extent

expressly 
set 

forth 
in 
this 

Plan, 
the 
Participant 

(and/or 
the 
Participant's

Beneficiary, 
as applicable) shall 
have
no right 
to dictate the 
taxable year in 
which

any payment hereunder that is subject to Code section 409А should be paid.

(k)
 

This 
Ongoing 

Plan 
replaced 
the 

Frozen 
Plan, 
which 

was 
frozen 
effective 

as 
of

December 
31, 

2004. 
The 
distribution 

of 
amounts 
that 

were 
earned 
and 
vested

(within 
the 

meaning 
of 
Code 

section 
409A 
and 

official 
guidance 
issued

thereunder) under the Frozen Plan 
prior to January
1, 
2005 (and earnings thereon)

are 
exempt 

from 
the 
requirements 

of 
Code 
section 

409A 
shall 
be 
made 

in 
accordance with the terms of the Frozen Plan.

(l)
 

At the Effective 
Time, certain 
active
employees of 
Phillips 66 and 
members of its

controlled 
group 

ceased 
to 
participate 

in 
the 
Plan, 
and 

the 
liabilities, 
including

liabilities related to 
benefits grandfathered from
Code 
section 409A
(
i.e.
, amounts

deferred 
and 

vested 
prior 
to 

January 
1, 
2005), 

for 
these 
participant's 
benefits

under the Plan were transferred to the members of the Phillips 66 controlled group

and 
continued 

as 
the 
Phillips 

66 
Defined 
Contribution 

Make-Up 
Plan. 


ConocoPhillips 
distributed
its 
interest 
in 

Phillips 
66 
to 
its 

shareholders 
as 
of 
the

Distribution. 
Notwithstanding
Section 
10 of 
this Plan, 
on
and 
after the 
Effective

Time, 
the Company, 
ConocoPhillips,
other 
members of 
the Controlled 
Group (as 

 



  

 
Exhibit 10.11.2

 

20
 

determined after 
the Distribution), 
the
Plan, 
any directors, 
officers, 
or employees

of 
any 

member 
of 
the 

Controlled 
Group 
(as 

determined 
after 
the 
Distribution),

and 
any 

successors 
thereto, 
shall 

have 
no 
further 

obligation 
or 
liability 

to, 
or 
on

behalf 
of, 

any 
such 
participant 

with 
respect 
to 

any 
benefit, 
amount, 

or 
right 
transferred to or due under the Phillips 66 Defined Contribution Make-Up Plan.

Further, as of the 
Distribution, any Phillips 66
common 
stock ("Phillips 66

Stock") 
held 

in 
the 
Company 

Stock 
Fund 
shall 

be 
transferred 
to 

a 
separate

Investment 
Option 

under 
this 
Plan 

that 
is 
accounted 

for 
as 
if 

investments 
were

made 
in 

Phillips 
66 
Stock, 

although 
no 
such 

actual 
investments 
need 

be 
made,

with 
accounting 

entries 
being 
sufficient 

therefor. 
Investments 
in 

the 
Phillips 
66

Stock 
fund 

will 
be 
determined 

as 
of 
the 

Distribution. 
On 
and 

after 
the 
Distribution,
a 
Participant will 
be allowed 
to
hold 
or liquidate 
his or 
her deemed

investment in Phillips 
66 Stock. 
No
additional deemed investments 
in Phillips 66 
Stock will be allowed to be elected.

Section 13. 
Effective Date of the Restated Plan.

 
Title
II 
of the Defined 
Contribution Make-Up 
Plan of
ConocoPhillips 
is hereby amended 
and restated as set forth
in 
this 2020 Amendment and Restatement 
effective as of January

1, 2020.

 
 

Executed this ____ day of December, 
2019, by a duly authorized officer of the Company.

 
 

 
 


Heather G. Sirdashney 
Vice President, Human Resources

 
 

 
 

 
 

 
DCMP Title II 2020
Restatement 
12-19-2019