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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/16 Conocophillips 10-K 12/31/15 157:24M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.53M
2: EX-10.10.2 Material Contract HTML 54K
3: EX-10.11.4 Material Contract HTML 42K
4: EX-10.17.3 Material Contract HTML 148K
5: EX-10.17.4 Material Contract HTML 41K
6: EX-10.17.5 Material Contract HTML 52K
7: EX-10.17.6 Material Contract HTML 71K
8: EX-10.17.7 Material Contract HTML 46K
9: EX-10.17.8 Material Contract HTML 45K
10: EX-10.26.12 Material Contract HTML 93K
11: EX-10.26.14 Material Contract HTML 96K
12: EX-10.26.23 Material Contract HTML 76K
13: EX-10.26.24 Material Contract HTML 81K
15: EX-21 Subsidiaries List HTML 52K
16: EX-23.1 Consent of Experts or Counsel HTML 44K
17: EX-23.2 Consent of Experts or Counsel HTML 41K
21: EX-99 Miscellaneous Exhibit HTML 44K
14: EX-12 Statement re: Computation of Ratios HTML 48K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
20: EX-32 Certification -- §906 - SOA'02 HTML 40K
28: R1 Document and Entity Information HTML 68K
29: R2 Consolidated Income Statement HTML 154K
30: R3 Consolidated Income Statement (Parenthetical) HTML 45K
31: R4 Consolidated Statement of Comprehensive Income HTML 105K
32: R5 Consolidated Balance Sheet HTML 135K
33: R6 Consolidated Balance Sheet (Parenthetical) HTML 54K
34: R7 Consolidated Statement of Cash Flows HTML 161K
35: R8 Consolidated Statement of Changes in Equity HTML 75K
36: R9 Accounting Policies HTML 80K
37: R10 Change in Accounting Principles HTML 49K
38: R11 Discontinued Operations HTML 69K
39: R12 Variable Interest Entities (VIEs) HTML 45K
40: R13 Inventories HTML 55K
41: R14 Assets Held for Sale or Sold HTML 63K
42: R15 Investments, Loans and Long-Term Receivables HTML 110K
43: R16 Suspended Wells HTML 115K
44: R17 Impairments HTML 69K
45: R18 Asset Retirement Obligations and Accrued HTML 75K
Environmental Costs
46: R19 Debt HTML 120K
47: R20 Guarantees HTML 61K
48: R21 Contingencies and Commitments HTML 67K
49: R22 Derivative and Financial Instruments HTML 121K
50: R23 Fair Value Measurement HTML 167K
51: R24 Equity HTML 64K
52: R25 Non Mineral Leases HTML 61K
53: R26 Employee Benefit Plans HTML 627K
54: R27 Income Taxes HTML 174K
55: R28 Accumulated Other Comprehensive Income HTML 71K
56: R29 Cash Flow Information HTML 68K
57: R30 Other Financial Information HTML 93K
58: R31 Related Party Transactions HTML 59K
59: R32 Segment Disclosures and Related Information HTML 236K
60: R33 New Accounting Standards HTML 46K
61: R34 Supplementary Information - Condensed HTML 773K
Consolidating Financial Information
62: R35 Schedule ll HTML 88K
63: R36 Accounting Policies (Policies) HTML 147K
64: R37 Discontinured Operations (Tables) HTML 56K
65: R38 Inventories (Tables) HTML 50K
66: R39 Investments, Loans and Long-Term Receivables HTML 69K
(Tables)
67: R40 Suspended Wells (Tables) HTML 117K
68: R41 Impairments (Tables) HTML 56K
69: R42 Asset Retirement Obligations and Accrued HTML 66K
Environmental Costs (Tables)
70: R43 Debt (Tables) HTML 99K
71: R44 Derivative and Financial Instruments (Tables) HTML 109K
72: R45 Fair Value Measurement (Tables) HTML 157K
73: R46 Equity (Tables) HTML 54K
74: R47 Non Mineral Leases (Tables) HTML 60K
75: R48 Employee Benefit Plans (Tables) HTML 568K
76: R49 Income Taxes (Tables) HTML 158K
77: R50 Accumulated Other Comprehensive Income (Tables) HTML 70K
78: R51 Cash Flow Information (Tables) HTML 64K
79: R52 Other Financial Information (Tables) HTML 96K
80: R53 Related Party Transactions (Tables) HTML 56K
81: R54 Segment Disclosures and Related Information HTML 246K
(Tables)
82: R55 Supplementary Information - Condensed HTML 767K
Consolidating Financial Information (Tables)
83: R56 Schedule II (Tables) HTML 87K
84: R57 Accounting Policies - Textuals (Details Textual) HTML 41K
85: R58 Discontinued Operations (Details) HTML 62K
86: R59 Discontinued Operations - Textuals (Details) HTML 93K
87: R60 Inventories (Details) HTML 60K
88: R61 Assets Held for Sale or Sold (Details) HTML 95K
89: R62 Investments, Loans and LT Receivables Components HTML 53K
(Details)
90: R63 Investments, Loans and LT Receivables - Financial HTML 68K
Info (Details)
91: R64 Investments, Loans and LT Receivables Textuals HTML 142K
(Details)
92: R65 Suspended Wells Net Changes in Well Costs HTML 61K
(Details)
93: R66 Suspended Wells - Aging of suspended well balances HTML 50K
(Details)
94: R67 Suspended Wells-Exploratory Capitalized Well Costs HTML 150K
(Details)
95: R68 Suspended Wells-Exploration Expense HTML 51K
96: R69 Impairments (Details) HTML 75K
97: R70 Asset Retirement Obligations and Accrued HTML 54K
Environmental Costs (Details)
98: R71 Asset Retirement Obligations and Accrued HTML 57K
Environmental Costs - Change in Asset Retirement
Obligations (Details)
99: R72 Asset Retirement Obligations and Accrued HTML 77K
Environmental Costs - Textuals (Details)
100: R73 Debt (Details) HTML 173K
101: R74 Debt Capital Lease (Details 2) HTML 60K
102: R75 Debt (Details Textual) HTML 124K
103: R76 Guarantees (Details) HTML 77K
104: R77 Contingencies and Commitments (Details) HTML 61K
105: R78 Derivative and Financial Instruments - Commodity HTML 52K
Balance Sheet (Details)
106: R79 Derivative and Financial Instruments - Commodity HTML 48K
GainLoss (Details 1)
107: R80 Derivative and Financial Instruments - Commodity HTML 46K
Notional (Details 2)
108: R81 Derivative and Financial Instruments - FX Balance HTML 48K
Sheet (Details 3)
109: R82 Derivative and Financial Instruments - FX GainLoss HTML 45K
(Details 4)
110: R83 Derivative and Financial Instruments - FX Notional HTML 51K
(Details 5)
111: R84 Derivative and Financial Instruments - Financial HTML 59K
Instruments (Details)
112: R85 Derivative and Financial Instruments - Textuals HTML 56K
(Details)
113: R86 Fair Value Measurement - FV Hierarchy (Details) HTML 65K
114: R87 Fair Value Measurement - FV of Commodity HTML 80K
Derivatives (Details 1)
115: R88 Fair Value Measurement - Nonrecurring (Details) HTML 60K
116: R89 Fair Value Measurement - Fair Value of Financial HTML 69K
Instruments (Details)
117: R90 Fair Value Measurement - Textuals (Details) HTML 45K
118: R91 Equity - changes in shares of common stock HTML 52K
(Details)
119: R92 Equity - Textuals (Details) HTML 52K
120: R93 Non Mineral Leases (Details) HTML 62K
121: R94 Non-Mineral Leases - Operating lease rental HTML 48K
(Details)
122: R95 Employee Benefit Plans - Change in Benefit HTML 87K
Obligations (Details)
123: R96 Employee Benefit Plans - Change in Fair Value of HTML 69K
Plan Assets (Details)
124: R97 Employee Benefit Plans - Amounts recognized in HTML 92K
Balance Sheet And Assumptions (Details)
125: R98 Employee Benefit Plans - Sources of Change in HTML 99K
Other Comprehensive Income (Details)
126: R99 Employee Benefit Plans - Components of Net HTML 96K
Periodic Benefit Cost (Details)
127: R100 Employee Benefit Plans - Fair values of pension HTML 172K
plan assets (Details)
128: R101 Employee Benefit Plans - Benefit payments HTML 74K
(Details)
129: R102 Employee Benefit Plans (Severances) HTML 57K
130: R103 Employee Benefit Plans - Stock option activity HTML 96K
(Details)
131: R104 Employee Benefit Plans - Stock unit activity HTML 68K
(Details)
132: R105 Employee Benefit Plans - Performance Share Program HTML 76K
activity (Details)
133: R106 Employee Benefit Plans - Restricted shares and HTML 64K
units (Details)
134: R107 Employee Benefits Plans (Details Textual) HTML 145K
135: R108 Employee Benefits Plans (Details Textual 1) HTML 104K
136: R109 Income Taxes (Details) HTML 218K
137: R110 Income Taxes (Details 1) HTML 65K
138: R111 Accumulated Other Comprehensive Income (Details) HTML 84K
139: R112 Cash Flow Information (Details) HTML 70K
140: R113 Other Financial Information (Details) HTML 92K
141: R114 Other Financial Information - Property, Plant and HTML 60K
Equipment (Details)
142: R115 Related Party Transactions (Details) HTML 52K
143: R116 Segment Disclosures - Analysis of Results by HTML 81K
Operating Segment (Details)
144: R117 Segment Disclosures - Depreciation, Equity HTML 79K
Earnings, Income Tax (Details)
145: R118 Segment Disclosures - Net Income (Loss), HTML 83K
Investments, Total Assets (Details)
146: R119 Segment Disclosures - Capital Expenditures and HTML 68K
Interest (Details)
147: R120 Segment Disclosures - Sales by Product (Details) HTML 53K
148: R121 Segment Disclosures - Geographic Information HTML 69K
(Details)
149: R122 Segment Disclosures - Textuals (Details Textual) HTML 41K
150: R123 Supplementary Information - Condensed HTML 172K
Consolidating Financial Information Income
Statement (Details)
151: R124 Supplementary Information - Condensed HTML 189K
Consolidating Financial Information Balance Sheet
(Details 1)
152: R125 Supplementary Information - Condensed HTML 51K
Consolidating Financial Information Balance Sheet
(Details Textual)
153: R126 Supplementary Information - Condensed HTML 204K
Consolidating Financial Information Cash Flow
(Details 2)
154: R127 Schedule ll (Details) HTML 62K
156: XML IDEA XML File -- Filing Summary XML 268K
155: EXCEL IDEA Workbook of Financial Reports XLSX 207K
22: EX-101.INS XBRL Instance -- cop-20151231 XML 9.05M
24: EX-101.CAL XBRL Calculations -- cop-20151231_cal XML 438K
25: EX-101.DEF XBRL Definitions -- cop-20151231_def XML 1.80M
26: EX-101.LAB XBRL Labels -- cop-20151231_lab XML 4.57M
27: EX-101.PRE XBRL Presentations -- cop-20151231_pre XML 3.00M
23: EX-101.SCH XBRL Schema -- cop-20151231 XSD 485K
157: ZIP XBRL Zipped Folder -- 0001193125-16-472901-xbrl Zip 547K
| EX-10.26.12 |
Exhibit 10.26.12
STOCK OPTION PROGRAM
KEY EMPLOYEE AWARD
TERMS AND CONDITIONS
This Key Employee Award Terms and Conditions describes terms and conditions of Stock Option (or Stock Appreciation Rights) Awards, as part of the ConocoPhillips Stock Option Program (Program), granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (referred to as the Plan) by ConocoPhillips (Company) to certain eligible Employees (Employees). These Terms and Conditions, together with the Award Summary given to each Employee receiving an Award, form the Award Agreement (the Agreement) relating to the Awards described. The Agreement covers both Stock Options and Stock Appreciation Rights, and the term Employee covers recipients of Awards made either in Stock Options or Stock Appreciation Rights.
| 1. | Type and Size of Grant. Subject to the Plan and this Agreement, the Company grants to certain eligible Employees a Nonqualified Stock Option to purchase all or any part of an aggregate number of shares of Common Stock of the Company. In certain countries, grants will be in the form of Stock Appreciation Rights (SARs). Individual awards will be as set forth in the Award Summary given to each Employee to whom an Award is granted. The Award Summary for each Employee is made a part of this Agreement with regard to such Employee. |
| 2. | Grant Date, Price, and Plan. The grant date is February 16, 2016 and the Grant Price is set forth on the Award Summary given to each Employee to whom an Award is granted. Awards are made under the 2014 Omnibus Stock and Performance Incentive Plan. |
| 3. | Term of Awards, Exercise Installments, and Last Date to Exercise. Except as otherwise noted in this Agreement, the following summary table describes term of awards, exercise installments, and last date to exercise, subject to the more detailed provisions set forth below: |
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Summary Table
|
Summary of Exercise Rules | ||||
| Status | Condition | Last Date to Exercise | ||
| Active Employee |
10 years from grant date | |||
| Retirement (age 55 and 5 years of service) |
Prior to 6 months from grant date |
Canceled upon Termination | ||
| 6 months from grant date & after |
10 years from grant date | |||
| Layoff |
Prior to 6 months from grant date |
Canceled upon Termination | ||
| 6 months to 1 year from grant date |
10 years from grant date (award is prorated) | |||
| 1 year from grant date & after |
10 years from grant date | |||
| Disability |
Any date after grant date |
10 years from grant date | ||
| Death |
Any date after grant date |
10 years from grant date | ||
| Divestitures, outsourcing, and moves to joint ventures |
Any date after grant date |
Canceled upon Termination, unless approval otherwise | ||
| All other Terminations |
Canceled upon Termination | |||
| (a) | Exercise Installments and Expiration. Stock Options/SAR’s granted under this Agreement will become exercisable to the extent that one third of the number of shares of Stock subject to the Stock Option/SAR (rounded down to nearest whole share) shall be exercisable on the first anniversary date of the Stock Option/SAR grant. On the second anniversary date of the Stock Option/SAR grant, an additional one third of the number of shares of Stock (rounded down to nearest whole share) shall become exercisable. On the third anniversary date of the Stock Option/SAR grant, the remaining shares shall become exercisable. To the extent that an installment is not exercised when it becomes first exercisable, it will remain exercisable at any time thereafter until the Award shall be canceled, expire, or be surrendered. A Stock Option or SAR expires on the tenth anniversary of the date on which it was granted. |
| (b) | Last Date to Exercise (Terminations). |
| (i) | General Rule for Termination. If, prior to the exercise of Stock Options/SAR grants, the Optionee’s employment with a Participating Company shall be terminated for any reason except death, Disability, Retirement, or Layoff, such Award shall be canceled and all rights thereunder shall cease; provided that the Authorized Party may, in its or his sole discretion, determine that all or any portion of any other Award shall not be canceled due to Termination of Employment. |
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| (ii) | Layoff Within Six Months. If, prior to a date six months from the date an Award is granted, the Optionee’s employment with a Participating Company shall be terminated by reason of Layoff, such Award shall be canceled and all rights thereunder shall cease. |
| (iii) | Layoff After Six Months but Within One Year. If, on or after a date six months from the date an Award is granted but prior to a date one year from the date an Award is granted, the Optionee’s employment with a Participating Company shall be terminated by reason of Layoff, the Optionee shall retain a prorated number of the Award shares granted. The number of Award shares retained will be computed by multiplying the original number of Award shares granted by a fraction, the numerator of which is the number of full months of employment from the first day of the month in which the Award was granted until the date the employee is terminated and the denominator of which is 12. Such calculation shall be rounded down to the nearest whole share. |
| (iv) | Layoff After One Year. If, on or after a date one year from the date an Award is granted, the Optionee’s employment with a Participating Company shall be terminated by reason of Layoff, the Optionee shall retain all rights provided by the Award at the time of such Termination of Employment. |
| (v) | Retirement After Six Months. If, on or after a date six months from the Grant Date of an Award, the Optionee’s employment with a Participating Company shall be terminated by reason of Retirement, the Optionee shall retain all rights provided by the Award at the time of such Termination of Employment. |
| (vi) | Disability. If, after the date the Award is granted, an Optionee shall terminate employment following Disability of the Optionee, the Optionee shall retain all rights provided by the Award at the time of such Termination of Employment. |
| (vii) | Death. If, after the date an Award is granted, an Optionee shall die while in the employ of a Participating Company, or after Termination of Employment by reason of Retirement, Disability, or Layoff (and prior to the cancellation of the Award), the executor or administrator of the estate of the Optionee or the person or persons to whom the Award shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent and distribution shall have the right to exercise the Award to the same extent the Optionee could have, had the Optionee not died. No transfer of an Award by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Award. |
| (viii) | Transfers and Leaves. Transfer of employment between Participating Companies shall not constitute Termination of Employment for the purpose of any Award granted under the Program. Whether any leave of absence shall constitute Termination of Employment for the purposes of any Award granted under the Program shall be determined in each case in accordance with applicable law and by application of the policies and procedures adopted by the Company in relation to such leave of absence. |
| (ix) | Divestiture, Outsourcing, or Move to Joint Venture. If, after the date the Award is granted, an Optionee ceases to be employed by a Participating Company as a result of (a) the outsourcing of a function, (b) the sale or transfer of all or a portion of the equity |
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| interest of such Participating Company (removing it from the controlled group of companies of which the Company is a part), (c) the sale of all or substantially all of the assets of such Participating Company to another employer outside of the controlled group of corporations (whether the Optionee is offered employment or accepts employment with the other employer), (d) the Termination of the Optionee by Participating Company followed by employment within a reasonable time with a company or other entity in which the Company owns, directly or indirectly, at least a 50% interest, prior to exercise of an Award, or (e) any other sale of assets determined by the Authorized Party to be considered a divestiture under this program, the Authorized Party may, in its or his sole discretion, determine that all or a portion of any such Award shall not be canceled. |
| (x) | Change of Control. Upon a Change of Control, the following shall apply to any Stock Option (or SAR): |
| (1) | Each Employee shall immediately become fully vested in such Stock Option (or SAR) that is not assumed, or substituted for, by the an acquirer in connection with the Change of Control, and such Stock Option or (SAR) shall not thereafter be forfeitable for any reason. |
| (2) | With regard to any other Stock Option (or SAR), each Employee shall become fully vested in such Stock Option (or SAR) upon incurring a Severance following such Change of Control, and such Stock Option (or SAR) shall not thereafter be forfeitable for any reason. |
| (3) | Any Stock Option (or SAR) granted to the Employee shall be exercisable at the times set forth herein. Each such Stock Option (or SAR) shall remain outstanding until ten years from the date of grant, notwithstanding any provision of the Award Agreement or the Plan to the contrary. |
| (c) | Detrimental Activities and Suspension of Exercises. |
| (i) | If the Authorized Party determines that, subsequent to the grant of any Award but prior to any Change of Control, the Employee has engaged or is engaging in any activity which, in the sole judgment of the Authorized Party, is or may be detrimental to the Company or a subsidiary, the Authorized Party may suspend the right of the Employee to exercise, refuse to honor the exercise of the Employee’s Awards already requested, or cancel all or part of the Award granted to the Employee. Upon any Change of Control, the Authorized Party may suspend the right of the Employee to exercise, refuse to honor the exercise of the Employee’s Awards already requested, or cancel all or part of the Award granted to the Employee only upon a determination by the Authorized Party that the Employee has given the Company Cause for such cancellation. |
| (ii) | If the Authorized Party, in its or his sole discretion, determines that the exercise of any Award has the possibility of violating any law, regulation, or decree pertaining to the Company, any of its subsidiaries, or the Employee, the Authorized Party may freeze or suspend the Employee’s right to exercise until such time as the exercise of the Award would no longer, in the sole discretion of the Authorized Party, have the possibility of violating such law, regulation, or decree. |
| (iii) | Notwithstanding anything herein to the contrary, any Award is subject to forfeiture or recoupment, in whole or in part, under applicable law, including the Sarbanes-Oxley Act and the Dodd-Frank Act. |
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| 4. | Exercising the Stock Option. The Company has retained outside firms to administer Stock Options (and SARs) granted under the Plans (the “third party administrators”). The Option (or SAR) must be exercised in accordance with methods and at times set by the third party administrator and by the Employee’s delivering to the third party administrators such authorization as may be required. |
| 5. | Payment for Shares. The Grant Price for all shares of Stock purchased upon the exercise of a Stock Option, or a portion thereof, shall be paid in full at the time of such exercise. Such payment may be made in cash or by tendering shares of Stock having a value on the date of exercise equal to the Grant Price. Such value shall be the average of the high and low trading prices of the stock on the day of exercise. If the Optionee makes payment of the Grant Price by tendering shares of Stock, such Stock must be registered in the sole name of the Optionee on the exercise date or an appropriate Stock Power acceptable to the Company to transfer such stock to the sole name of the Optionee must be provided at the time of exercise. In the case of an Optionee who makes payment of the Grant Price by tendering shares of Stock, if the Company deems it appropriate, and if allowed by the applicable laws, regulations, and rulings, the Company may accept an attestation from the Optionee in lieu of actual physical delivery to the Company of the shares to be tendered. The attestation must indicate the number of shares held, and if deemed necessary by the Company, the certificate numbers if the Stock is held in certificate form, or the broker and brokerage account number if the shares are held in a brokerage account, and any other information necessary to confirm ownership of the shares. The Company may not accept an attestation in lieu of physical delivery of the shares unless the shares are held in the sole name of the Optionee either in certificate form, or in a single brokerage account, or in such other form as the Company may deem appropriate. Depending on its source, Stock tendered in the exercise of a Stock Option must have met the appropriate holding period required by current tax, accounting, legal, or other applicable rules and regulations. At the election of the Optionee (but subject to any administrative limitations on exercise of Stock Options or permissible methods of option exercise imposed), the Stock Option may also be exercised by a “net-share settlement” method for exercising outstanding nonqualified stock options. The Committee, in its sole discretion and judgment, limit the extent to which shares of Stock may be used in exercising Stock Options or limit the use of any method or time of option exercise. |
| 6. | Assignment of Option and Exercises After Death. Rights under the Plans and this Agreement cannot be assigned or transferred other than by (i) will, (ii) beneficiary designation, or (iii) the laws of descent and distribution. In the event that a beneficiary designation conflicts with an assignment by will or under the laws of descent and distribution, the beneficiary designation will prevail. Upon the death of an Employee, exercise of the grant will be permitted only by the Employee’s designated beneficiary, executor, or personal representative of the Employee’s estate. |
| 7. | Tax Withholding. In the U.S. and many countries, the difference between the Grant Price and the value of the stock at the time of an Option exercise multiplied by the number of shares purchased is compensation subject to tax withholding. The Option exercise will not be completed until all federal, state, local, and other governmental withholding tax requirements have been met. Should a withholding tax obligation arise upon the exercise of a Stock Option, the withholding tax may be satisfied by withholding shares of Stock or by payment of cash. This withholding obligation includes, but is not limited to, federal, state, and local taxes, including applicable non-U.S. taxes, such as U.K. PAYE. The plan administrator will take such steps, as it deems necessary or desirable for the withholding of any taxes that are required by laws or regulations of any governmental authority in connection with any exercise. For SARs, the SAR Gain will be paid through the local payroll and is subject to applicable withholding taxes. |
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| 8. | Shareholder Rights. The Employee shall not have the rights of a shareholder until the Option (or SAR) has been exercised and ownership of shares of Common Stock has been transferred to the Employee. |
| 9. | Certain Adjustments. In the event certain corporate transactions, recapitalizations, or stock splits occur while a Stock Option (or SAR) is outstanding, the Grant Price and the number of Stock Option Shares (or SARs) shall be correspondingly adjusted. |
| 10. | Relationship to the Plan. In addition to the terms and conditions described in this Agreement, Awards are subject to all other applicable provisions of the Plan. The decisions of the Committee with respect to questions arising as to the interpretation of the Plan or this Agreement or as to findings of fact shall be final, conclusive, and binding. |
| 11. | No Employment Guarantee. No provision of this Agreement shall confer any right upon the Employee to continued employment with any Participating Company. |
| 12. | Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware. |
| 13. | Amendment. Without the consent of the Employee, this Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of an Employee or to add to the rights of an Employee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, provided, in each case, that such changes or corrections shall not adversely affect the rights of the Employee with respect to the grant of an Option (or SAR) evidenced hereby without the Employee’s consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities or tax laws. |
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DEFINITIONS
Capitalized terms not defined below shall have the meanings set forth in the Plan under which the Award is granted.
“Authorized Party” means the person who is authorized to approve an Award, exercise discretion or take action under the Administrative Procedure for the Stock Option (and Stock Appreciation Rights) Program and pursuant to the Program. With regard to Senior Officers, the Committee is the Authorized Party. With regard to other Employees, the Chief Executive Officer, acting as the Special Equity Award Committee of the Board of Directors of the Company, is the Authorized Party, although the Committee may act concurrently as the Authorized Party.
“Award” means any Stock Option or SAR granted to an Employee pursuant to such applicable terms, conditions, and limitations as the Authorized Party may establish in order to fulfill the objectives of the Program.
“Cause” means “Cause” as that term is defined in the Key Employee Change in Control Severance Plan of ConocoPhillips applied as if an Employee were a participant under such plan.
“Change of Control” has the meaning set forth in Attachment A to these Terms and Conditions.
“Committee” means the Human Resources and Compensation Committee of the Board of Directors of the Company, or any successor committee to it.
“Common Stock” means common stock, par value $.01 per share, of the Company.
“Company” means ConocoPhillips a Delaware corporation.
“Disability” means a disability for which the employee in question has been determined to be entitled to either (i) benefits under the applicable plan of long-term disability of the Company or its subsidiaries or (ii) disability benefits under the Social Security Act. In the absence of any such determination, the Authorized Party may make a determination that the employee has a Disability.
“Fair Market Value” means, as of a particular date, the mean between the highest and lowest sales price per share of such Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the next succeeding date on which such a sale was so reported, or, at the discretion of the Committee, the price prevailing on the exchange at the time of exercise.
“Good Reason” means “Good Reason” as that term is defined in the Key Employee Change in Control Severance Plan of ConocoPhillips applied as if an Employee were a participant under such plan.
“Grant Price” means the price at which an Employee may exercise his or her right to receive cash or Common Stock, as applicable, under the terms of an Award.
“Key Employee Change in Control Severance Plan of ConocoPhillips” means the plan of that name (or a successor plan to the plan of that name) in effect on an applicable Change of Control. If no plan of that name (or successor plan to the plan of that name) is in effect on an applicable Change of Control, it shall mean instead the plan of that name in effect on the date of the Award.
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“Layoff” means an applicable Termination of Employment due to layoff under the ConocoPhillips Severance Pay Plan, the ConocoPhillips Executive Severance Plan, or the ConocoPhillips Key Employee Change in Control Severance Plan, or layoff or redundancy under any similar layoff or redundancy plan which the Company or its subsidiaries may adopt from time to time. If all or any portion of the benefits under the redundancy or layoff plan are contingent on the employee’s signing a general release of liability, such Termination shall not be considered as a “Layoff” for purposes of this Award unless the employee executes and does not revoke a general release of liability, acceptable to the Company, under the terms of such layoff or redundancy plan.
“Nonqualified Stock Option” means a Stock Option that is not an Incentive Stock Option.
“Optionee” means an individual holding a Stock Option or SAR.
“Option Shares” means the shares of Common Stock issuable upon exercise of a Stock Option covered by this Agreement.
“Participating Company” includes ConocoPhillips and its 100% owned subsidiaries, including both those directly owned and those owned through subsidiaries, whose participation has been approved by the Authorized Party.
“Retirement” means Termination at age 55 or older with a minimum of 5 years service with a Participating Company; provided, however, that with regard to an Employee not on the United States payroll, the CEO may approve the use of a different definition. Service is defined by the policies of the Participating Company.
“Senior Officer” means the Chairman of the Board, the CEO, all other executive officers of the Company (determined in accordance with the Company’s custom and practice pursuant to section 16(b) of the Securities Exchange Act of 1934, as amended), all other employees of the Company who report directly to the CEO and whose salary grade is 23 or higher, and all other employees of the Company whose salary grade is 26 or higher.
“Severance” means “Severance” as that term is defined in the Key Employee Change in Control Severance Plan of ConocoPhillips applied as if an Employee were a participant under such plan, and shall also incorporate the meaning of the terms “Cause” and “Good Reason” contained in the definition of “Severance” in such plan.
“Stock” means shares of common stock of the Company, par value $.01.
“Stock Appreciation Right” or “SAR” means a right to receive a payment, in cash equal to the excess of the Fair Market Value or other specified valuation of a specified number of shares of Common Stock on the date the right is exercised over a specified Grant Price, in each case, as determined by the Authorized Party.
“Stock Option” means the right to purchase a specified number of shares of Common Stock at a specified Grant Price pursuant to such applicable terms, conditions, and limitations established by the Authorized Party.
“SAR Gain” means the difference between the Grant Price and the Fair Market Value (or other specified valuation) of a share of Common Stock at the time of an SAR exercise, multiplied by the number of shares that are exercised.
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“Termination” or “Termination of Employment” means cessation of employment with the Participating Companies, determined in accordance with the policies and practices of the Participating Company for whom the Employee was last performing services.
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Attachment “A”
“Change of Control”
The following definitions apply to the Change of Control provision in Section 10 of the Plan.
“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination.
“Associate” shall mean, with reference to any Person, (a) any corporation, firm, partnership, association, unincorporated organization or other entity (other than the Company or a subsidiary of the Company) of which such Person is an officer or general partner (or officer or general partner of a general partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person.
“Beneficial Owner” shall mean, with reference to any securities, any Person if:
(a) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, is the “beneficial owner” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination) such securities or otherwise has the right to vote or dispose of such securities;
(b) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, has the right or obligation to acquire such securities (whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to “beneficially own,” (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange or (ii) securities issuable upon exercise of Exempt Rights; or
(c) such Person or any of such Person’s Affiliates or Associates (i) has any agreement, arrangement or understanding (whether or not in writing) with any other Person (or any Affiliate or Associate thereof) that beneficially owns such securities for the purpose of acquiring, holding, voting (except as set forth in the proviso to subsection (a) of this definition) or disposing of such securities or (ii) is a member of a group (as that term is used in Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) that includes any other Person that beneficially owns such securities;
provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. For purposes hereof, “voting” a security shall include voting, granting a proxy, consenting or making a request or demand relating to corporate action (including, without limitation, a demand for a shareholder list, to call a shareholder meeting or to inspect corporate books and records) or otherwise giving an authorization (within the meaning of section 14(a) of the Exchange Act) in respect of such security.
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The terms “beneficially own” and “beneficially owning” shall have meanings that are correlative to this definition of the term “Beneficial Owner.”
“Board” shall have the meaning set forth in the Plan.
“Change of Control” shall mean any of the following occurring on or after January 1, 2016:
(a) any Person (other than an Exempt Person) shall become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding; provided, however, that no Change of Control shall be deemed to occur for purposes of this subsection (a) if such Person shall become a Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding solely as a result of (i) any acquisition directly from the Company or (ii) any acquisition by a Person pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subsection (c) of this definition;
(b) individuals who, as of January 1, 2016, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to January 1, 2016 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; provided, further, that there shall be excluded, for this purpose, any such individual whose initial assumption of office occurs as a result of any actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(c) the Company shall consummate a reorganization, merger, statutory share exchange, consolidation, or similar transaction involving the Company or any of its subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination, (i) 50% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such Business Combination and the combined voting power of the then outstanding Voting Stock of such corporation or other entity are beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding Common Stock, (ii) no Person (excluding any Exempt Person or any Person beneficially owning, immediately prior to such Business Combination, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such Business Combination or the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (iii) at least a majority of the members of the board of directors of the corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, resulting from such Business Combination were members of the Incumbent Board at the time of the initial agreement or initial action by the Board providing for such Business Combination; or
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(d) the shareholders of the Company shall approve a complete liquidation or dissolution of the Company unless such liquidation or dissolution is approved as part of a transaction that complies with clauses (i), (ii), and (iii) of subsection (c) of this definition.
“Common Stock” shall have the meaning set forth in the Plan.
“Company” shall have the meaning set forth in the Plan.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Exempt Person” shall mean any of the Company, any entity controlled by the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, and any Person organized, appointed, or established by the Company for or pursuant to the terms of any such employee benefit plan.
“Exempt Rights” shall mean any rights to purchase shares of Common Stock or other Voting Stock of the Company if at the time of the issuance thereof such rights are not separable from such Common Stock or other Voting Stock (i.e., are not transferable otherwise than in connection with a transfer of the underlying Common Stock or other Voting Stock), except upon the occurrence of a contingency, whether such rights exist as of January 1, 2016 or are thereafter issued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.
“Person” shall mean any individual, firm, corporation, partnership, association, trust, unincorporated organization, or other entity.
“Voting Stock” shall mean, (1) with respect to a corporation, all securities of such corporation of any class or series that are entitled to vote generally in the election of, or to appoint by contract, directors of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred) and (ii) with respect to an entity which is not a corporation, all securities of any class or series that are entitled to vote generally in the election of, or to appoint by contract, members of the body which is most analogous to the board of directors of a corporation.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/23/16 | |||
| 2/16/16 | 4, 8-K | |||
| 1/1/16 | 4 | |||
| For Period end: | 12/31/15 | 11-K, 4 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 ConocoPhillips 10-K 12/31/23 164:25M 2/16/23 ConocoPhillips 10-K 12/31/22 158:28M 2/17/22 ConocoPhillips 10-K 12/31/21 171:23M Certent, Inc./FA 2/16/21 ConocoPhillips 10-K 12/31/20 173:24M Certent, Inc./FA 11/21/16 SEC UPLOAD¶ 10/07/17 1:35K ConocoPhillips 10/07/16 SEC UPLOAD¶ 10/07/17 1:139K ConocoPhillips 8/26/16 SEC UPLOAD¶ 10/07/17 1:169K ConocoPhillips |