EX-10.27


  
 

 
Exhibit 10.27

 

1
 

FIRST AMENDMENT TO 
ANNEX
TO 

NONQUALIFIED DEFERRED COMPENSATION
ARRANGEMENTS 
OF 

CONOCOPHILLIPS

 
 

Effective as 
of the 
"Effective
Time" 
defined in 
the Employee 
Matters Agreement

by 
and 

between 
ConocoPhillips 
and 

Phillips 
66 
(the 

"Effective 
Time"), 
ConocoPhillips

Company 
(the 

“Company”) 
amended 
and 

restated 
the 
Annex 

to 
Nonqualified 
Deferred

Compensation 
Arrangements 

of 
ConocoPhillips 
(the 

“409A 
Annex”) 
for 

the 
benefit 
of 
certain employees of
the Company and its
affiliates. 

 

The Company desires to 
amend the 409A
Annex 
by the revisions 
set forth below,

effective upon the date of execution set forth below:

 

1.
 

Section 6 is hereby amended to revise the nomenclature of the existing provision

so that the existing paragraph now becomes paragraph
(a). 

 

2.
 

Section 6 is hereby further amended to add the following at the end thereof:

 

“(b) 
In the 
event
that 
an Employee 
who is 
a
taxpayer 
subject to 
the Code 
is a

Participant 
in 

an 
International 
NQDC 

Arrangement, 
then, 
to 

the 
extent 
that 
no

exceptions 
or 

exclusions 
apply 
to 

prevent 
taxation 
pursuant 

to 
section 
409A 
of 

the 
Code of 
the benefits 
under
that 
International NQDC 
Arrangement, no 
election, other

than 
an 

initial 
deferral 
election 

that 
satisfies 
the 

requirements 
of 
section

409A(a)(4)(B)
of 
the 
Code 
and 

the 
related Treasury 
regulations 
(an
“Initial 
Deferral 
Election”), made by a Participant
with 
regard to an International NQDC Arrangement

shall 
be 

considered 
or 
made 

effective, 
and 
the 

terms 
of 
the 

International 
NQDC 
Arrangement as to time and form of payment in the event
of 
no other election shall be 
deemed to be the
effective 
time and form of payment. 
If such an Employee makes an

Initial 
Deferral 

Election, 
the 
time 

and 
form 
of 

payment 
specified 
in 

the 
Initial 
Deferral Election shall be the effective time and form of
payment. 

 

(c) 
Notwithstanding 
anything
in 
Section 6(b) 
to
the 
contrary, 
an Employee 
who
is 
a

taxpayer 
subject 

to 
the 
Code 
and 

who 
is 
a 

Participant 
in 
an 

International 
NQDC

Arrangement 
may 

make 
an 
election 

to 
change 
the 
time 

or 
form 
of 
payment 

of 
the 
Initial Deferral Election, but only if the following rules are satisfied:

 


i. 
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;

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

iv. 
An 

election 
to 
receive 

payments 
in 
installments 

shall 
be 
treated 

as 
a 
single 
payment for purposes of
these rules;

v. 
The 

election 
may 
not 

result 
in 
an 

impermissible 
acceleration 
of 
payment

prohibited under section 409A of the Internal Revenue Code;

vi. 
No more than one such election shall be permitted; and 

 



 
Exhibit 10.27

 

2
 

vii. No payment may 
be made 
after
the 
date that 
is six 
(6)
years 
after the 
date of 
the
Employee’s Separation from Service.”

 
Executed December 20, 2019.

 
 

For ConocoPhillips
Company 

 

 
 

 

________________________________ 


Heather G.
Sirdashney 

Vice President, Human
Resources