Exhibit 10.29
AMENDED BY CORPORATE APPROVAL
FEBRUARY 27, 2003
DEFERRED COMPENSATION PLAN
FOR
NON-EMPLOYEE DIRECTORS
OF
CONOCOPHILLIPS
Section 1. Purpose of the Plan
The amount of total compensation which is paid to the Non-Employee Director for
services rendered as a Non-Employee Director is set by resolution of the Board
of Directors and is comprised of a portion paid in cash ("Cash Compensation")
and a portion paid in Restricted Stock and/or Restricted Stock Units ("Stock
Compensation") of ConocoPhillips common stock $.01 par value ("CP Common
Stock"). The "Cash Compensation" shall also include any portion of the
compensation that is paid to a Continuing Director (as defined in Section 12) in
cash (including, without limitation, any cash compensation payable pursuant to
any restricted stock unit) by ConocoPhillips for services as a member of the
ConocoPhillips Board (as defined in Section 12), and "Stock Compensation" shall
also include any portion of the compensation that is paid to a Continuing
Director by ConocoPhillips in ConocoPhillips common stock $.01 par value ("CP
Common Stock") for services as a member of the ConocoPhillips Board. "Common
Stock" shall mean Phillips Common Stock or CP Common Stock, as the context may
require.
The purpose of the Deferred Compensation Plan for Non-Employee Directors
("Plan") is to provide a program whereby a member of the Board of Directors of
ConocoPhillips ("Company")
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who is not an officer or present employee of the Company or any of its
subsidiaries ("Non-Employee Director") may elect to:
1) defer the payment of part or all of the Cash Compensation payable to the
Non-Employee Director ("Cash Payment"),
2) receive part or all of the Cash Compensation payable to the Non-Employee
Director in shares of Unrestricted Stock under the terms of the 1998 Stock
and Performance Incentive Plan of ConocoPhillips ("Unrestricted Stock
Award"),
3) receive part or all of the Cash Compensation in shares of Restricted Stock
under the terms of the 1998 Stock and Performance Incentive Plan of
ConocoPhillips ("Restricted Stock Award"),
4) delay the lapsing of restrictions on Restricted Stock or delay the
settlement of Restricted Stock Units issued prior to January 1, 2003 due
to the attainment of certain ages under the terms of the Phillips
Petroleum Company Stock Plan for Non-Employee Directors ("Restricted Stock
Lapsing"), and to delay the lapsing on any Restricted Stock issued after
January 1, 2003 under the terms of the 1998 Stock and Performance
Incentive Plan of ConocoPhillips, or to delay the settlement of Restricted
Stock Units issued after January 1, 2003.
5) defer the value of shares of unrestricted Common Stock which would
otherwise be delivered to the Non-Employee Director as a result of
restrictions being lapsed on shares of Restricted Stock or when Restricted
Stock Units or similar Awards are settled due to the attainment of certain
ages or at Retirement under the terms of the Phillips Petroleum Company
Stock Plan for Non-Employee Directors and/or the 1998 Stock and
Performance Incentive Plan of
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ConocoPhillips or under the terms of the grant of such Awards ("Value of
Restricted Stock, Restricted Stock Units or Awards").
Section 2. Elections
(a) Cash Payment. For each calendar year, a Non-Employee Director may elect to
have payment of part or all of the Non-Employee Director's Cash
Compensation deferred. On or before December 20 of each year, the election
to defer Cash Compensation that would otherwise be paid in the next
calendar year may be made by giving written notice thereof in the manner
prescribed by the Company, except that such election may be made by the
end of the month in which a Non-Employee Director is first elected to the
Board of Directors. The election becomes irrevocable after the date for
making such election.
(b) Unrestricted Stock Award. For each calendar year, a Non-Employee Director
may elect to receive Unrestricted Stock for part or all of the Cash
Compensation that would otherwise be paid in the next calendar year. On or
before December 20 of each year, such election to receive Unrestricted
Stock instead of cash may be made by giving written notice thereof in the
manner prescribed by the Company, except that such election may be made by
the end of the month in which a Non-Employee Director is first elected to
the Board of Directors. Such election to receive Unrestricted Stock
becomes irrevocable after the date for making such election.
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(c) Restricted Stock Award. For each calendar year, a Non-Employee Director
may elect to receive Restricted Stock for part or all of the Cash
Compensation that would otherwise be paid in the next calendar year. On or
before December 20 of each year, such election to receive Restricted Stock
instead of cash may be made by giving written notice thereof in the manner
prescribed by the Company, except that such election may be made by the
end of the month in which a Non-Employee Director is first elected to the
Board of Directors. Such election to receive Restricted Stock becomes
irrevocable after the date for making such election.
(d) Restricted Stock Lapsing or Restricted Stock Units Settled.
(i) For Restricted Stock and/or Restricted Stock Units issued prior to
January 1, 2003, Non-Employee Directors who are or will become 65 years of
age prior to the end of that calendar year may elect to delay the lapsing
of restrictions on Restricted Stock and that would otherwise be lapsed,
and to delay the receipt of shares of Common Stock that would otherwise be
delivered in settlement of restricted stock units or similar awards, in
either case based on their age under the terms of the Phillips Petroleum
Company Stock Plan for Non-Employee Directors until the day the Director
retires from the Board of Directors.
(ii) For Restricted Stock and/or Restricted Stock Units issued after
January 1, 2003, Non-Employee Directors may elect to delay the lapsing of
restrictions on Restricted Stock that would otherwise be lapsed in January
of the year following the next calendar year based on the terms of any
Restricted Stock Awards granted under the 1998 Stock and Performance
Incentive Plan of ConocoPhillips, and to delay the receipt of shares of
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Common Stock or the cash value that would otherwise be delivered in
settlement of Restricted Stock Units or similar Awards until the day the
Director retires from the Board of Directors.
(iii) The Non-Employee Director must make the elections specified in
Section 2 (d) (i) and (ii) herein by giving written notice thereof in the
manner prescribed by the Company on or before December 20 of that year.
Such election to delay the lapsing of restrictions on Restricted Stock or
the settlement of Restricted Stock Units or Awards becomes irrevocable
after the date for making such election Such election shall apply to any
Restricted Stock Units granted in exchange for shares of Restricted Stock
pursuant to the Exchange offer initiated by the Company on December 17,
2001.
(e) Value of Restricted Stock and Restricted Stock Units.
(i) Each year Non-Employee Directors who are or will become 65 years of
age prior to the end of that calendar year may make an election concerning
the deferral of the receipt of the value of all or part of the Common
Stock which would otherwise be delivered to the Non-Employee Director as a
result of restrictions being lapsed on shares of Restricted Stock or and
the settlement of Restricted Stock Units or similar Awards issued prior to
January 1, 2003 based on their age under the terms of the Phillips
Petroleum Company Stock Plan for Non-Employee Directors.
(ii) If the Non-Employee Director has previously elected to delay the
lapsing of restrictions on Restricted Stock or the settlement of
Restricted Stock Units or similar Awards until the Director retires from
the Board of Directors or if restrictions are to lapse on any Restricted
Stock or if Restricted Stock Units or similar Awards are to be
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settled at the time the Director retires from the Board of Directors, or
if the Non-Employee Director Retires from the Board prior to being given
an opportunity to make such election, such Non-Employee Director may make
an election concerning the deferral of the receipt of the value of all or
part of the Common Stock or the cash payment that would otherwise be
delivered to the Non-Employee Director as a result of restrictions being
lapsed on shares of Restricted Stock or the settlement of Restricted Stock
Units or Awards when the Director retires from the Board of Directors.
(iii) The Non-Employee Director must make the election specified in
Sections 2 (e) (i) and (ii) herein by giving written notice on or before
December 20 of the applicable year, or as soon as practicable prior to the
Director's Retirement from the Board if such Director would receive shares
of Common Stock or a cash payment as a result of restrictions being lapsed
on shares of Restricted Stock or the settlement of Restricted Stock Units
or Awards under the terms of the Phillips Petroleum Company Stock Plan for
Non-Employee Directors or the 1998 Stock and Performance Incentive Plan of
ConocoPhillips or the terms of the Award. Such election to defer the value
of Restricted Stock or Restricted Stock Units or Awards becomes
irrevocable after the date for making such election.
Section 3. Deferred Compensation Accounts
(a) Credit for Deferral. The Company will establish and maintain an account
for each Non-Employee Director who defers Cash Compensation and/or the
Value of Restricted Stock
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or Restricted Stock Units or Awards in which will be credited the amounts
deferred. Amounts deferred shall be credited as soon as practicable but
not later than 30 days after the date the payment would otherwise have
been made. The value of the underlying Restricted Stock or Restricted
Stock Units or Awards i) for any Restricted Stock or Restricted Stock
Units issued prior to January 1, 2003 shall be the higher of (a) the
average of the high and low selling prices of the Common Stock on the date
the restrictions lapse or the shares are to be delivered, as applicable,
or the last trading day before such date, if such date is not a trading
day, or (b) the average of the high three monthly Fair Market Values of
the Common Stock during the twelve calendar months preceding the month in
which the restrictions lapse or the shares are to be delivered, as
applicable and ii) for any Restricted Stock or Restricted Stock Units
issued, including all dividends that are reinvested, on or after January
1, 2003 shall be the monthly average Fair Market Value of the calendar
month preceding the month in which the restrictions lapse or the cash
payment or shares are to be delivered as applicable. The monthly average
Fair Market Value of the Common Stock is the average of the daily Fair
Market Value of the Common Stock for each trading day of the month. The
daily Fair Market Value of the Common Stock shall be deemed equal to the
average of the reported highest and lowest sales prices per share of such
Common Stock as reported on the composite tape of the New York Stock
Exchange transactions.
(b) Designation of Investments. The amount in each Non-Employee Director's
Deferred Compensation Account shall be deemed to have been invested and
reinvested from time to time, in such "eligible securities" as the
Non-Employee Director shall designate. Prior to
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or in the absence of a Non-Employee Director's designation, the Company
shall designate an "eligible security" in which the Non-Employee
Director's Deferred Compensation Account shall be deemed to have been
invested until designation instructions are received from the Non-Employee
Director. Eligible securities are those securities designated by the Chief
Financial Officer of the Company. The Chief Financial Officer of the
Company may include as eligible securities, stocks listed on a national
securities exchange, and bonds, notes, debentures, corporate or
governmental, either listed on a national securities exchange or for which
price quotations are published in The Wall Street Journal and shares
issued by investment companies commonly known as "mutual funds". The
Non-Employee Director's Deferred Compensation Account will be adjusted to
reflect the deemed gains, losses and earnings as though the amount
deferred was actually invested and reinvested in the eligible securities
for the Non-Employee Director's Deferred Compensation Account.
Notwithstanding anything to the contrary in this Section 3(b), in the
event the Company actually purchases or sells such securities in the
quantities and at the times the securities are deemed to be purchased or
sold for a Non-Employee Director's Deferred Compensation Account, the
Account shall be adjusted accordingly to reflect the price actually paid
or received by the Company for such securities after adjustment for all
transaction expenses incurred (including without limitation brokerage fees
and stock transfer taxes).
In the case of any deemed purchase not actually made by the Company, the
Deferred
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Compensation Account shall be charged with a dollar amount equal to the
quantity and kind of securities deemed to have been purchased multiplied
by the fair market value of such security on the date of reference and
shall be credited with the quantity and kind of securities so deemed to
have been purchased. In the case of any deemed sale not actually made by
the Company, the account shall be charged with the quantity and kind of
securities deemed to have been sold, and shall be credited with a dollar
amount equal to the quantity and kind of securities deemed to have been
sold multiplied by the fair market value of such security on the date of
reference. As used herein "fair market value" means in the case of a
listed security the closing price on the date of reference, or if there
were no sales on such date, then the closing price on the nearest
preceding day on which there were such sales, and in the case of an
unlisted security the mean between the bid and asked prices on the date of
reference, or if no such prices are available for such date, then the mean
between the bid and asked prices to the nearest preceding day for which
such prices are available.
The Treasurer may also designate a Fund Manager to provide services which
may include recordkeeping, Non-Employee Director accounting, Non-Employee
Director communication, payment of installments to the Non-Employee
Director, tax reporting and any other services specified by the Company in
agreement with the Fund Manager.
(c) Payments. A Non-Employee Director's Deferred Compensation Account shall be
debited with respect to payments made from the account pursuant to this
Plan as of the date such payments are made from the account. The payment
shall be made as soon as practicable,
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but no later than 30 days, after the installment payment date.
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If any person to whom a payment is due hereunder is under legal disability
as determined in the sole discretion of the Chief Executive Officer, the
Company shall have the power to cause the payment due such person to be
made to such person's guardian or other legal representative for the
person's benefit, and such payment shall constitute a full release and
discharge of the Company and any fiduciary of the Plan.
(d) Statements. At least one time per year the Company or the Company's
designee will furnish each Non-Employee Director a written statement
setting forth the current balance in the Non-Employee Director's Deferred
Compensation Account, the amounts credited or debited to such account
since the last statement and the payment schedule of deferred amounts and
deemed gains, losses and earnings accrued thereon as provided by the
deferred payment option selected by the Non-Employee Director.
Section 4. Deferred Payment Options
(a) Payment Options for Cash Compensation and the Value of Restricted Stock or
Restricted Stock Units or Awards. A Non-Employee Director, at the time an
election to defer Cash Compensation or the Value of Restricted Stock or
Restricted Stock Units or Awards is made, shall also specify in writing
whether the Cash Compensation or the Value of Restricted Stock or
Restricted Stock Units or Awards deferred by such election and any deemed
gains, losses and earnings accrued thereon is to be paid in one lump sum
or in annual installments of not less than 5 nor more than 10. The lump
sum payment will be made or the first installment will begin as soon as
practicable after the first day of the
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calendar quarter which is on or after the Non-Employee Director's
retirement, or the Director may specify that the lump sum be paid the
first day of any calendar quarter following retirement from the Board
except that the date must be at least one year from the date the election
is made. After a Non-Employee Director first selects a payment option, all
subsequent deferrals of Cash Compensation and/or the value of Restricted
Stock or Restricted Stock Units or Awards will have the same payment
option.
(b) Payment Option Revision. The Non-Employee Director may at any time during
a period beginning 365 days prior to and ending no later than December 20
prior to the date the Non-Employee Director terminates Board service due
to (a) not being nominated for election to the Board; or (b) not being
reelected to Board service after being so nominated; or (c) resignation
from Board service as a result of the Director's disability or any reason
acceptable to a majority of the remaining members of the Board of
Directors ("Retires" or "Retirement"), or as soon as practicable prior to
Retirement in the manner prescribed by the Company, revise such payment
option and select one of the following payment options in place of such
payment option:
(i) a lump sum,
(ii) annual installments of not less than 5 nor more than 10,
(iii) semi-annual installments of not less than 10 nor more than 20, or
(iv) quarterly installments of not less than 20 nor more than 40,
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with the lump sum to be paid or first installment to commence, as soon as
practicable following any date specified by the Non-Employee Director so
long as such date is the first day of a calendar quarter, is on or after
the Non-Employee Director's Retirement Date, is at least one year from the
date the payment option was revised and is no later than five (5) years
after the Non-Employee Director's Retirement Date.
(c) Installment Amount. The amount of each installment shall be determined by
dividing the balance in the Non-Employee Director's Deferred Compensation
Account as of the date the installment is to be paid, by the number of
installments remaining to be paid (inclusive of the current installment)
or such other installment option that may be offered.
Section 5. Death of Non-Employee Director
Upon the death of a Non-Employee Director, the Non-Employee Director's
beneficiary or beneficiaries designated in accordance with Section 6 of this
Plan, or, in the absence of an effective beneficiary designation, the surviving
spouse, or the Estate of the deceased Non-Employee Director, in that order of
priority, shall receive the beneficiary's or beneficiaries' portion of the
payments in accordance with the deferred payment schedule selected by the
Non-Employee Director, whether the Non-Employee Director's death occurred before
or after such payments have commenced; provided, however, such payments may be
made in a different manner if the beneficiary or beneficiaries entitled to
receive such payments, due to an unanticipated emergency caused by an event
beyond the control of the beneficiary or
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beneficiaries that results in financial hardship to the beneficiary or
beneficiaries, so requests and the Vice President Human Resources gives written
consent to the method of payment requested.
Section 6. Designation of Beneficiary
Each Non-Employee Director who defers under this Plan shall designate a
beneficiary or beneficiaries to receive the entire balance of the Non-Employee
Director's Deferred Compensation Account by giving signed written notice of such
designation in the manner prescribed by the Company. The Non-Employee Director
may from time to time change or cancel any previous beneficiary designation in
the same manner. The last written beneficiary designation received by the
Company shall be controlling over any prior designation and over any
testamentary or other disposition. After receipt by the Company of such written
designation, it shall take effect as of the date on which it was signed by the
Non-Employee Director, whether the Non-Employee Director is living at the time
of such receipt, but without prejudice to the Company on account of any payment
made under this Plan before receipt of such designation.
Section 7. Nonassignability
The right of a Non-Employee Director or beneficiary or other person who becomes
entitled to receive payments under this Plan shall not be pledged, assigned or
subject to garnishment, attachment or any other legal process by the creditors
of or other claimants against the Non-Employee Director, beneficiary, or other
such person.
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Section 8. Administration, Interpretation and Amendment
The Plan shall be administered by the Chief Executive Officer of the Company or
his designee. The decision of the Chief Executive Officer with respect to any
questions arising as to the interpretation of this Plan, including the
severability of any and all of the provisions thereof, shall be final,
conclusive and binding. The Company reserves the right to amend this Plan from
time to time or to terminate the Plan entirely, provided, however, that no
amendment may affect the balance in a Non-Employee Director's account on the
effective date of the amendment. In the event of termination of the Plan, the
Chief Executive Officer in the Chief Executive Officer's sole discretion, may
elect to pay in one lump sum as soon as practicable after termination of the
Plan, the balance then in the Non-Employee Director's account.
Section 9. Nonsegregation
Amounts deferred pursuant to this Plan and the crediting of amounts to a
Non-Employee Director's Deferred Compensation Account 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 Non-Employee
Director shall be that of debtor 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 Deferred Compensation Account.
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Section 10. Funding
All amounts payable under the Plan are unfunded and unsecured benefits and shall
be paid solely from the general assets of the Company and any rights accruing to
the Non-Employee Director or the beneficiary under this Plan shall be those of
an unsecured general creditor; provided, however, that the Company may establish
a grantor trust to pay part or all of its Plan payment obligations so long as
the Plan remains unfunded for federal tax purposes.
Section 11. Miscellaneous
(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 Delaware except to the extent that said laws
have been preempted by the laws of the United States.
Section 12. Continuing Directors and Noncontinuing Directors
Notwithstanding anything contained in this Plan to the contrary:
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(a) Elections made by a Non-Employee Director who is a member of the board of
directors (the "ConocoPhillips Board") of ConocoPhillips (a "Continuing
Director") immediately following the closing (the "Closing") of the
transactions (the "Merger") contemplated by the Agreement and Plan of
Merger dated as of November 18, 2001 by and among Phillips Petroleum
Company, CorvettePorsche Corp., Porsche Merger Corp., Corvette Merger
Corp., and Conoco Inc. (the "Merger Agreement") shall be effective for the
following compensation received from ConocoPhillips with respect to
service as a Continuing Director for the portion of calendar year 2002
that follows the Closing, without any action on the part of such
Continuing Director, Phillips Petroleum Company or ConocoPhillips: (i) the
deferral of the receipt of Cash Compensation, (ii) the receipt of
Unrestricted Stock in lieu of Cash Compensation or Stock Compensation,
(iii) the receipt of Restricted Stock in lieu of Cash Compensation or
Stock Compensation, (iv) the deferral of the lapsing of restrictions on
Restricted Stock that would otherwise lapse, (v) the deferral of receipt
of the value of all or part of the Common Stock which would otherwise be
delivered to the Continuing Director as a result of restrictions being
lapsed; and (vi) the deferral of receipt of a lump sum payment from the
Non-employee Director Retirement Plan; and
(b) ConocoPhillips shall be the co-sponsor of this Plan and shall be the
obligor hereunder with respect to compensation of Continuing Directors for
services on the ConocoPhillips Board that is deferred hereunder;
(c) A Continuing Director shall not be deemed to have "retired" or otherwise
terminated service as a Non-Employee Director for any purpose of this Plan
solely as a result of such director's ceasing to be a director of Phillips
Petroleum Company in connection with the
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Merger, and no distributions of the Continuing Directors' account balances
under the Plan shall be made solely as a result of the consummation of the
transactions contemplated by the Merger Agreement. For any Continuing
Director, service as a member of the ConocoPhillips Board shall be treated
as service as a Non-Employee Director, and "retirement" or any other
termination of service from the ConocoPhillips Board shall be deemed to be
a retirement or termination of service (as applicable) as a Non-Employee
Director for all purposes of this Plan.
(d) Each individual who ceases to be a Non-Employee Director in connection
with the Merger who is not a Continuing Director shall be deemed to have
retired as of the Closing Date for purposes of this Plan (including,
without limitation, for purposes of Section 4).
Section 13. Effective Date of the Plan
This Plan is amended and restated effective as of October 22, 2002.
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