EX-10.27 8 d875559dex1027.htm EX-10.27 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