Exhibit 10.1 

ConocoPhillips

925 N. Eldridge Parkway

Houston, TX 77079

www.conocophillips.com

The Human Resources and Compensation Committee approved the following actions to

facilitate an orderly transition of responsibilities from Matt Fox, Executive Vice President and

Chief Operating Officer upon retirement:

●

A proration for the Performance Share Units for the 2021-2023 Performance Period of

the Performance Share Program, waiving the usual requirement for at least one year of

employment with regard to an award to avoid forfeiture of the award, all other terms

and conditions for this award remain unchanged; and

●

A proration for the 2021 Executive Restricted Stock Unit award where the number of

units retained will be determined by multiplying the original number of units by a

fraction, the numerator of which is the number of full months of employment from

February 1, 2021 and the date of retirement and the denominator of 12, all other terms

and conditions for this award remain unchanged.