\n Australia Mexico<\/p>\n Austria Netherlands<\/p>\n
Belgium Nigeria<\/p>\n
Canada Norway<\/p>\n
Colombia Poland<\/p>\n
Czech Republic Russia<\/p>\n
Denmark Singapore<\/p>\n
Dubai Slovakia<\/p>\n
Finland Spain<\/p>\n
Germany Sweden<\/p>\n
Hungary Thailand<\/p>\n
India Turkey<\/p>\n
Indonesia United Kingdom<\/p>\n
Japan United States<\/p>\n
Malaysia Venezuela<\/p>\n
Total No. of Countries: 30
\n ————————–
\n<\/c><\/s><\/caption>\n<\/table>\n
Attachment A-1
\n 14<\/p>\n
ATTACHMENT “B”
\n TO
\n CONOCO INC.
\n 1998 GLOBAL PERFORMANCE SHARING PLAN<\/p>\n
PARTICIPATING EMPLOYERS
\n (as of the Grant Date for the Initial Grant)<\/p>\n
CONOCO INC., A DELAWARE CORPORATION,
\nAND
\nEACH OF THE FOLLOWING:<\/p>\n
SARs
\n——————————————————————————–
\nConoco Czech Republic s.r.o.
\nConoco Danmark A\/S
\nConoco Middle East Limited
\nConoco Finland OY
\nConoco Hungary Kft.
\nConoco Asia Ltd.
\nConoco Indonesia Inc.
\nConoco Asia Pacific Sdn Bhd
\nProjet Malaysia Sdn Bhd
\nConoco Jet Malaysia SDN BHD
\nDuPont Services BV
\nConoco Energy Nigeria Ltd.
\nNorske Conoco AS
\nConoco Norge AS
\nConoco Poland Sp. z.o.o.
\nConoco International Petroleum Co. (CIPC)
\nConoco Slovakia s.r.o.
\nConoco Nordic AB
\nConoco Thailand Ltd.<\/p>\n
Attachment B-1
\n 15<\/p>\n
Stock Options
\n——————————————————————————–
\nConoco Operations (Qld) Pty Ltd.
\nConoco Austria Mineraloel GMBH
\nSociete Eurapeene Des Carburants (SECA)
\nConoco Canada Ltd.
\nConoco Colombia Ltd.
\nConoco Mineraloel GMBH
\nConoco Petcoke Far East Ltd.
\nConoco Mexico Servicios, S.A. de C.V.
\nConoco International Inc.
\nConoco Shipping Company (Spain)
\nConoco EurAsia Inc.
\nConoco Limited
\nConoco (UK) Ltd.
\nConoco Inc (Parent Company)
\nConoco Pipeline Ltd.
\nEnertech N.V.
\nLouisiana Gas Systems Inc.
\nKayo
\nConoco Venezuela Ltd.<\/p>\n
Attachment C-1
\n 16<\/p>\n
ATTACHMENT “C”
\n TO
\n CONOCO INC.
\n 1998 GLOBAL PERFORMANCE SHARING PLAN<\/p>\n
For All Participating Countries Amount subject to Employee Award for
\n Initial Grants is one hundred fifty
\n (150) shares of Common Stock<\/p>\n
Attachment C-0
\n 17<\/p>\n
ATTACHMENT “D”<\/p>\n
1. “CHANGE IN CONTROL”<\/p>\n
The following definitions apply to the Change of Control
\nprovision in Section 6(d)(ii)(D) of the foregoing Plan.<\/p>\n
“Affiliate” shall have the meaning ascribed to such term in
\nRule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
\neffect on October 1, 2000.<\/p>\n
“Associate” shall mean, with reference to any Person, (a) any
\ncorporation, firm, partnership, association, unincorporated organization or
\nother entity (other than the Company or a subsidiary of the Company) of which
\nsuch Person is an officer or general partner (or officer or general partner of a
\ngeneral partner) or is, directly or indirectly, the Beneficial Owner of 10% or
\nmore of any class of equity securities, (b) any trust or other estate in which
\nsuch Person has a substantial beneficial interest or as to which such Person
\nserves as trustee or in a similar fiduciary capacity and (c) any relative or
\nspouse of such Person, or any relative of such spouse, who has the same home as
\nsuch Person.<\/p>\n
“Beneficial Owner” shall mean, with reference to any
\nsecurities, any Person if:<\/p>\n
(a) such Person or any of such Person’s Affiliates and
\n Associates, directly or indirectly, is the “beneficial owner” of (as
\n determined pursuant to Rule 13d-3 of the General Rules and Regulations
\n under the Exchange Act, as in effect on October 1, 2000) such
\n securities or otherwise has the right to vote or dispose of such
\n securities, including pursuant to any agreement, arrangement or
\n understanding (whether or not in writing); provided, however, that a
\n Person shall not be deemed the “Beneficial Owner” of, or to
\n “beneficially own,” any security under this subsection (a) as a result
\n of an agreement, arrangement or understanding to vote such security if
\n such agreement, arrangement or understanding: (i) arises solely from a
\n revocable proxy or consent given in response to a public (i.e., not
\n including a solicitation exempted by Rule 14a-2(b)(2) of the General
\n Rules and Regulations under the Exchange Act) proxy or consent
\n solicitation made pursuant to, and in accordance with, the applicable
\n provisions of the General Rules and Regulations under the Exchange Act
\n and (ii) is not then reportable by such Person on Schedule 13D under
\n the Exchange Act (or any comparable or successor report);<\/p>\n
(b) such Person or any of such Person’s Affiliates and
\n Associates, directly or indirectly, has the right or obligation to
\n acquire such securities (whether such right or obligation is
\n exercisable or effective immediately or only after the passage of time
\n or the occurrence of an event) pursuant to any agreement, arrangement
\n or understanding (whether or not in writing) or upon the exercise of
\n conversion rights, exchange rights, other rights, warrants or options,
\n or otherwise; provided, however, that a Person shall not be deemed the
\n Beneficial Owner of, or to “beneficially own,” (i) securities tendered
\n pursuant to a tender or exchange offer made by such Person or any of
\n such Person’s Affiliates or Associates until such tendered securities
\n are accepted for purchase or exchange or (ii) securities issuable upon
\n exercise of Exempt Rights; or<\/p>\n
Attachment D-1
\n 18<\/p>\n
(c) such Person or any of such Person’s Affiliates or
\n Associates (i) has any agreement, arrangement or understanding (whether
\n or not in writing) with any other Person (or any Affiliate or Associate
\n thereof) that beneficially owns such securities for the purpose of
\n acquiring, holding, voting (except as set forth in the proviso to
\n subsection (a) of this definition) or disposing of such securities or
\n (ii) is a member of a group (as that term is used in Rule 13d-5(b) of
\n the General Rules and Regulations under the Exchange Act) that includes
\n any other Person that beneficially owns such securities;<\/p>\n
provided, however, that nothing in this definition shall cause a Person engaged
\nin business as an underwriter of securities to be the Beneficial Owner of, or to
\n“beneficially own,” any securities acquired through such Person’s participation
\nin good faith in a firm commitment underwriting until the expiration of 40 days
\nafter the date of such acquisition. For purposes hereof, “voting” a security
\nshall include voting, granting a proxy, consenting or making a request or demand
\nrelating to corporate action (including, without limitation, a demand for a
\nstockholder list, to call a stockholder meeting or to inspect corporate books
\nand records) or otherwise giving an authorization (within the meaning of Section
\n14(a) of the Exchange Act) in respect of such security.<\/p>\n
The terms “beneficially own” and “beneficially owning” shall
\nhave meanings that are correlative to this definition of the term “Beneficial
\nOwner.”<\/p>\n
“Change of Control” shall mean any of the following occurring
\non or after October 19, 2000:<\/p>\n
(a) any Person (other than an Exempt Person) shall become the
\n Beneficial Owner of 20% or more of the shares of Common Stock then
\n outstanding or 20% or more of the combined voting power of the Voting
\n Stock of the Company then outstanding; provided, however, that no
\n Change of Control shall be deemed to occur for purposes of this
\n subsection (a) if such Person shall become a Beneficial Owner of 20% or
\n more of the shares of Common Stock or 20% or more of the combined
\n voting power of the Voting Stock of the Company solely as a result of
\n (i) an Exempt Transaction or (ii) an acquisition by a Person pursuant
\n to a reorganization, merger or consolidation, if, following such
\n reorganization, merger or consolidation, the conditions described in
\n clauses (i), (ii) and (iii) of subsection (c) of this definition are
\n satisfied;<\/p>\n
(b) individuals who, as of October 19, 2000, constitute the
\n Board (the “Incumbent Board”) cease for any reason to constitute at
\n least a majority of the Board; provided, however, that any individual
\n becoming a director subsequent to October 1, 2000 whose election, or
\n nomination for election by the Company’s shareholders, was approved by
\n a vote of at least a majority of the directors then comprising the
\n Incumbent Board shall be considered as though such individual were a
\n member of the Incumbent Board; provided, further, that there shall be
\n excluded, for this purpose, any such individual whose initial
\n assumption of office occurs as a result of any actual or threatened
\n election contest that is subject to the provisions of Rule 14a-11 of
\n the General Rules and Regulations under the Exchange Act;<\/p>\n
Attachment D-2
\n 19<\/p>\n
(c) the shareholders of the Company shall approve a
\n reorganization, merger or consolidation, in each case, unless,
\n following such reorganization, merger or consolidation, (i) more than
\n 70% of the then outstanding shares of common stock of the corporation
\n resulting from such reorganization, merger or consolidation and the
\n combined voting power of the then outstanding Voting Stock of such
\n corporation beneficially owned, directly or indirectly, by all or
\n substantially all of the Persons who were the Beneficial Owners of the
\n outstanding Common Stock immediately prior to such reorganization,
\n merger or consolidation in substantially the same proportions as their
\n ownership, immediately prior to such reorganization, merger or
\n consolidation, of the outstanding Common Stock, (ii) no Person
\n (excluding any Exempt Person or any Person beneficially owning,
\n immediately prior to such reorganization, merger or consolidation,
\n directly or indirectly, 20% or more of the Common Stock then
\n outstanding or 20% or more of the combined voting power of the Voting
\n Stock of the Company then outstanding) beneficially owns, directly or
\n indirectly, 20% or more of the then outstanding shares of common stock
\n of the corporation resulting from such reorganization, merger or
\n consolidation or the combined voting power of the then outstanding
\n Voting Stock of such corporation and (iii) at least a majority of the
\n members of the board of directors of the corporation resulting from
\n such reorganization, merger or consolidation were members of the
\n Incumbent Board at the time of the execution of the initial agreement
\n or initial action by the Board providing for such reorganization,
\n merger or consolidation; or<\/p>\n
(d) the shareholders of the Company shall approve (i) a
\n complete liquidation or dissolution of the Company unless such
\n liquidation or dissolution is approved as part of a plan of liquidation
\n and dissolution involving a sale or disposition of all or substantially
\n all of the assets of the Company to a corporation with respect to
\n which, following such sale or other disposition, all of the
\n requirements of clauses (ii)(A), (B) and (C) of this subsection (d) are
\n satisfied, or (ii) the sale or other disposition of all or
\n substantially all of the assets of the Company, other than to a
\n corporation, with respect to which, following such sale or other
\n disposition, (A) more than 70% of the then outstanding shares of common
\n stock of such corporation and the combined voting power of the Voting
\n Stock of such corporation is then beneficially owned, directly or
\n indirectly, by all or substantially all of the Persons who were the
\n Beneficial Owners of the outstanding Common Stock immediately prior to
\n such sale or other disposition in substantially the same proportion as
\n their ownership, immediately prior to such sale or other disposition,
\n of the outstanding Common Stock, (B) no Person (excluding any Exempt
\n Person and any Person beneficially owning, immediately prior to such
\n sale or other disposition, directly or indirectly, 20% or more of the
\n Common Stock then outstanding or 20% or more of the combined voting
\n power of the Voting Stock of the Company then outstanding) beneficially
\n owns, directly or indirectly, 20% or more of the then outstanding
\n shares of common stock of such corporation and the combined voting
\n power of the then outstanding Voting Stock of such corporation and (C)
\n at least a majority of the members of the board of directors of such
\n corporation were members of the Incumbent Board at the time of the
\n execution of the initial agreement or initial action of the Board
\n providing for such sale or other disposition of assets of the Company.<\/p>\n
Attachment D-3
\n 20<\/p>\n
“Common Stock” shall have the meaning set forth in the
\nforegoing Plan.<\/p>\n
“Company” shall mean Conoco Inc., formerly Conoco Energy
\nCompany, a Delaware corporation.<\/p>\n
“Exchange Act” shall mean the Securities Exchange Act of 1934,
\nas amended.<\/p>\n
“Exempt Person” shall mean any of the Company, any subsidiary
\nof the Company, any employee benefit plan of the Company or any subsidiary of
\nthe Company, and any Person organized, appointed or established by the Company
\nfor or pursuant to the terms of any such plan.<\/p>\n
“Exempt Rights” shall mean any rights to purchase shares of
\nCommon Stock or other Voting Stock of the Company if at the time of the issuance
\nthereof such rights are not separable from such Common Stock or other Voting
\nStock (i.e., are not transferable otherwise than in connection with a transfer
\nof the underlying Common Stock or other Voting Stock), except upon the
\noccurrence of a contingency, whether such rights exist as of October 1, 2000 or
\nare thereafter issued by the Company as a dividend on shares of Common Stock or
\nother Voting Securities or otherwise.<\/p>\n
“Exempt Transaction” shall mean an increase in the percentage
\nof the outstanding shares of Common Stock or the percentage of the combined
\nvoting power of the outstanding Voting Stock of the Company beneficially owned
\nby any Person solely as a result of a reduction in the number of shares of
\nCommon Stock then outstanding due to the repurchase of Common Stock or Voting
\nStock by the Company, unless and until such time as (a) such Person or any
\nAffiliate or Associate of such Person shall purchase or otherwise become the
\nBeneficial Owner of additional shares of Common Stock constituting 1% or more of
\nthe then outstanding shares of Common Stock or additional Voting Stock
\nrepresenting 1% or more of the combined voting power of the then outstanding
\nVoting Stock, or (b) any other Person (or Persons) who is (or collectively are)
\nthe Beneficial Owner of shares of Common Stock constituting 1% or more of the
\nthen outstanding shares of Common Stock or Voting Stock representing 1% or more
\nof the combined voting power of the then outstanding Voting Stock shall become
\nan Affiliate or Associate of such Person.<\/p>\n
“Person” shall mean any individual, firm, corporation,
\npartnership, association, trust, unincorporated organization or other entity.<\/p>\n
“Voting Stock” shall mean, with respect to a corporation, all
\nsecurities of such corporation of any class or series that are entitled to vote
\ngenerally in the election of directors of such corporation (excluding any class
\nor series that would be entitled so to vote by reason of the occurrence of any
\ncontingency, so long as such contingency has not occurred).<\/p>\n
Attachment D-4
\n 21<\/p>\n
ADDENDUM “A”
\n TO
\n CONOCO INC.
\n 1998 GLOBAL PERFORMANCE SHARING PLAN<\/p>\n
The following are provisions, in addition to those provisions in the Plan, which
\nare applicable to Employees in the respective Participating Countries listed
\nbelow. As used herein, capitalized terms shall have the respective meanings
\nascribed to such terms in the Plan.<\/p>\n
1. AUSTRIA. This Plan is revocable at any time and is a freely offered
\n benefit by the Participating Employer and is not subject to any legal
\n claim as to termination indemnities or severance payments.<\/p>\n
2. CANADA. There are no additional rights accruing to an eligible Employee
\n as a result of this Plan and the Participating Employees right to
\n terminate an eligible Employee is not deemed to have been prejudiced as
\n a result of the offering and\/or implementation of the Plan.<\/p>\n
3. GERMANY. This Plan is revocable at any time and is a freely offered
\n benefit by the Participating Employer and is not subject to any legal
\n claim as to termination indemnities or severance payments.<\/p>\n
4. MEXICO. This Plan may be used to offset and\/or compensate any future
\n performance or profit sharing plans to be established by applicable law
\n or by collective agreement.<\/p>\n
Addendum A-1
\n 22<\/p>\n
ADDENDUM “B”
\n TO
\n CONOCO INC.
\n 1998 GLOBAL PERFORMANCE SHARING PLAN<\/p>\n
CONOCO INC.
\n 1998 UK STOCK OPTION SCHEME<\/p>\n
1. DEFINITIONS AND INTERPRETATION<\/p>\n
(1) Unless the context otherwise requires, all expressions defined
\n in the US Plan shall have the same meaning in the UK Scheme,
\n save that:<\/p>\n
“Fair Market Value” has the meaning set forth in sub-rule
\n 5(3);<\/p>\n
“Option” includes an Approved Stock Option as defined in
\n sub-rule 1(2).<\/p>\n
(2) In addition, the following expressions shall have the
\n following meanings in the UK Scheme unless the context
\n otherwise requires:<\/p>\n
“Approved Stock Option” means an Option granted in accordance
\n with the UK Scheme;<\/p>\n
“Company” means Conoco Inc.;<\/p>\n
“Grant Date” in relation to an option means the date on which
\n the option was granted;<\/p>\n
“the Inland Revenue” means the United Kingdom’s Commissioners
\n of Inland Revenue;<\/p>\n
“Participating Company” means the Company or a Subsidiary of
\n the Company;<\/p>\n
“Schedule 9” means Schedule 9 to the Taxes Act;<\/p>\n
“Subsidiary” shall mean a body corporate, whether now or
\n hereafter existing, which is:<\/p>\n
(a) a subsidiary of the Company within the meaning of
\n Section 736 of the United Kingdom Companies Act 1985;
\n and is<\/p>\n
(b) under the control of the Company within the meaning
\n of Section 840 of the Taxes Act.<\/p>\n
Addendum B-1
\n 23<\/p>\n
“the Taxes Act” means the United Kingdom’s Income and
\n Corporation Taxes Act 1988;<\/p>\n
“the Terms and Conditions” mean terms and conditions specified
\n in the Conoco Inc. 1998 Global Performance Sharing Plan
\n Employee Award Agreement;<\/p>\n
“the UK Scheme” means the Conoco Inc. 1998 UK Stock Option
\n Scheme as herein set out but subject to any alterations or
\n additions made under Rule 8 below; and<\/p>\n
“the US Plan” means the 1998 Conoco Inc. Global Performance
\n Sharing Plan.<\/p>\n
(3) Expressions not otherwise defined herein have the same meaning
\n as they have in Schedule 9.<\/p>\n
(4) Any reference herein to any enactment includes a reference to
\n that enactment as from time to time modified, extended or
\n re-enacted.<\/p>\n
2. APPLICABILITY OF THE US PLAN AND THE TERMS AND CONDITIONS<\/p>\n
Save as hereinafter specified, all the term and provisions of the US
\n Plan and the Terms and Conditions shall apply mutatis mutandis to the
\n grant of Approved Stock Options under the UK Scheme.<\/p>\n
3. ELIGIBILITY<\/p>\n
(1) Subject to sub-rule (3) below, a person is eligible to be
\n granted an Approved Stock Option if (and only if) he is a
\n full-time director or qualifying employee of a Participating
\n Company.<\/p>\n
(2) For the purposes of sub-rule (1) above:<\/p>\n
(a) a person shall be treated as a full-time director of
\n a Participating Company if he is obliged to devote to
\n the performance of the duties of his or her office or
\n employment with that and any other Participating
\n Company not less than 25 hours a week (excluding meal
\n breaks);<\/p>\n
(b) a qualifying employee, in relation to a Participating
\n Company, is an employee of the Participating Company
\n (other than one who is a director of a Participating
\n Company).<\/p>\n
(3) A person is not eligible to be granted an Option under the UK
\n Scheme at any time when he is not eligible to participate in
\n the UK Scheme by virtue of paragraph 8 of Schedule 9.<\/p>\n
Addendum B-2
\n 24<\/p>\n
4. GRANT OF OPTIONS<\/p>\n
(1) Notwithstanding Paragraph 6(b) of the US Plan, the Approved
\n Stock Options to be issued as part of the Initial Grant shall
\n only be granted by action of the Board or such other persons
\n as are authorized by the Board on the IPO Pricing Date.
\n Subject to sub-rule (3) below, the Committee may grant to any
\n person who is eligible to be granted an Option under the UK
\n Scheme an Approved Stock Option to acquire Shares which
\n satisfy the requirements of paragraphs 10 to 14 of Schedule 9,
\n upon the terms set out in the UK Scheme and upon such other
\n objective terms as the Committee may reasonably specify.<\/p>\n
(2) The grant of an Approved Stock Option shall be subject to
\n obtaining any approval or consent which may be required under
\n the provisions of any regulation or enactment.<\/p>\n
(3) No person shall be granted Approved Stock Options under the UK
\n Scheme which would, at the time they are granted, cause the
\n aggregate market value of the Shares which he may acquire in
\n pursuance of options granted to him under the UK Scheme or
\n under any other share option scheme, not being a
\n savings-related share option scheme, approved under Schedule 9
\n and established by the Company or by any associated company of
\n the Company (and not exercised) to exceed or further exceed
\n 30,000. Any Stock Options granted in excess of this amount
\n shall be granted under the US Plan.<\/p>\n
(4) For the purposes of sub-rule (3) above:<\/p>\n
(a) in the case of an Option granted under the UK Scheme
\n the aggregate market value of shares shall be
\n calculated as on the day by reference to which the
\n price at which Shares may be acquired by the exercise
\n thereof is determined as mentioned in Rule 5(2)
\n below;<\/p>\n
(b) in the case of an Option granted under any other
\n approved scheme, as at the time when it was granted
\n or, in a case where an agreement relating to the
\n shares has been made under paragraph 29 of Schedule
\n 9, such earlier time or times as may be provided in
\n the agreement; and<\/p>\n
(c) in the case of any other Option, the aggregate fair
\n market value of shares shall be calculated as on the
\n day or days by reference to which the price at which
\n shares may be acquired by the exercise hereof was
\n determined.<\/p>\n
(5) Unless otherwise agreed with the Inland Revenue, the United
\n States dollar exchange rate for pounds sterling for the
\n purposes of calculating the limit in sub-rule (3) above shall
\n be the noon buying rate in the City of London on the day by<\/p>\n
Addendum B-3
\n 25<\/p>\n
reference to which the price at which Shares may be acquired
\n on the exercise of the Option is determined as mentioned in
\n Rule 5(2) below.<\/p>\n
5. EXERCISE PRICE AND CONSIDERATION<\/p>\n
(1) Shares shall be issued to the Participant pursuant to the
\n exercise of an Option only upon receipt by the Company from
\n the Participant of payment in full in cash. The Committee may,
\n in its sole and absolute discretion, permit the exercise of an
\n Approved Stock Option by cashless exercise through an
\n arrangement with a brokerage firm, under which the brokerage
\n firm, on behalf of the participant, pays for all or a portion
\n of the Shares of Common Stock purchased upon the exercise of
\n the Approved Stock Option.<\/p>\n
(2) The price per Share under each Approved Stock Option granted
\n by the Committee shall be such price as is determined by the
\n Committee before the grant thereof, provided that it shall not
\n be less than 100% of the Fair Market Value per Share on the
\n Option Grant Date (or such other dealing day as may be agreed
\n with the Inland Revenue).<\/p>\n
(3) Save where the price per Share to the public of the Common
\n Stock in the IPO is agreed by Shares Valuation Division of the
\n Inland Revenue as not being less than the market value of a
\n Share for the purposes of the UK Scheme the Fair Market Value
\n per Share on any day shall be determined as follows:<\/p>\n
(a) if shares of the same class as the Shares are quoted
\n on the New York Stock Exchange, the Fair Market Value
\n per Share shall be the closing price per Share in the
\n New York Stock Exchange on the consolidated
\n transaction reporting system on that day (and if
\n there shall be no sale of Shares reported on such
\n date, the Fair Market Value shall be deemed equal to
\n the closing price per Share on the consolidated
\n transaction reporting system for the last preceding
\n date on which sales of Shares were reported);<\/p>\n
(b) If paragraph (a) above does not apply, the Fair
\n Market Value shall be equal to the market value
\n (within the meaning of Part VIII of the United
\n Kingdom’s Capital Gains Tax Act 1992) of Shares, as
\n agreed for the purposes of the UK Scheme with the
\n Shares Valuation Division of the Inland Revenue, on
\n that day.<\/p>\n
6. EXERCISE OF OPTIONS<\/p>\n
(1) A person is not eligible to exercise an Approved Stock Option
\n granted under the UK Scheme at any time when he is not
\n eligible to participate in the UK Scheme by virtue of
\n paragraph 8 of Schedule 9.<\/p>\n
Addendum B-4
\n 26<\/p>\n
(2) Paragraphs 6 and 7 of the US Plan and Section 6 and, subject
\n to Rule 5(1) above, Section 7 of the Terms and Conditions
\n shall apply in respect of Approved Stock Options granted under
\n the UK Scheme.<\/p>\n
(3) An Approved Stock Option granted under the UK Scheme may not
\n in any circumstances be exercised later than twelve (12)
\n months after the death of the Participant.<\/p>\n
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER<\/p>\n
(1) Paragraph 14 of the US Plan shall apply to Approved Stock
\n Options granted under the UK Scheme in respect of a variation
\n of capital of the Company only, save that no adjustment under
\n Paragraph 14 shall be made to an Approved Stock Option at a
\n time when the UK Scheme is approved by the Inland Revenue
\n under Schedule 9 without the prior approval of the Inland
\n Revenue.<\/p>\n
(2) If any company (“the acquiring company”) obtains control of
\n the Company as a result of making:<\/p>\n
(a) a general offer to acquire the whole of the Common
\n Stock of the Company which is made on a condition
\n such that if it is satisfied the person making the
\n offer will have control of the Company, or<\/p>\n
(b) a general offer to acquire all the shares in the
\n Company which are of the same class as the Shares
\n which may be acquired by the exercise of Options
\n granted under the UK Scheme,<\/p>\n
any Participant may at any time within the appropriate period
\n (which expression shall be construed in accordance with
\n paragraph 15(2) of Schedule 9), by agreement with the
\n acquiring company, release any Option granted under the UK
\n Scheme which has not lapsed (“the old option”) in
\n consideration of the grant to him of an option (“the new
\n option”) which (for the purposes of that paragraph) is
\n equivalent to the old option but relates to shares in a
\n different company (whether the acquiring company itself or
\n some other company falling within paragraph 10(b) or (c) of
\n Schedule 9).<\/p>\n
(3) The new option shall not be regarded for the purposes of
\n sub-rule (2) above as equivalent to the old option unless the
\n conditions set out in paragraph 15(3) of Schedule 9 are
\n satisfied, but so that the provisions of the UK Scheme shall
\n for this purpose be construed as if:<\/p>\n
(a) the new option was an option granted under the UK
\n Scheme at the same time as the old option;<\/p>\n
Addendum B-5
\n 27<\/p>\n
(b) except for the purposes of the definitions of
\n “Participating Company” and “Subsidiary” in Rule 1
\n above and the references to “the Committee” in Rule
\n 4(1) above, the reference to Conoco Inc. in the
\n definition of Conoco in Paragraph 3 of the US Plan
\n was a reference to the different company mentioned in
\n sub-rule (2) above.<\/p>\n
8. AMENDMENT AND TERMINATION OF THE UK SCHEME<\/p>\n
(1) The provisions of Paragraph 6 and Paragraph 12 of the US Plan
\n apply mutatis mutandis to the UK Scheme, save that if an
\n amendment is made to the UK Scheme or to the terms of an
\n Approved Stock Option at a time when the UK Scheme is approved
\n by the Inland Revenue under Schedule 9, the approval will not
\n thereafter have effect unless the Inland Revenue have approved
\n the alteration or addition.<\/p>\n
(2) As soon as reasonably practicable after making any amendment
\n to the UK Scheme under sub-rule (1) above, the Committee shall
\n give notice in writing thereof to any Participant affected
\n thereby and, if the UK Scheme is then approved by the Inland
\n Revenue under Schedule 9, to the Inland Revenue.<\/p>\n
(3) In accordance with the Committee’s powers under Paragraph 9 of
\n the US Plan, the Committee shall if it deems necessary
\n delegate authority to any one or more of the officers of the
\n Company to be responsible for the administration of the UK
\n Scheme.<\/p>\n
(4) The Committee or officer(s) of the Company to whom authority
\n has been delegated may amend or alter the UK Scheme either as
\n it is considered necessary (or as may be consequential upon
\n such necessary amendments) to enable the UK Scheme to obtain
\n or maintain the approval of the Inland Revenue under Schedule
\n 9 or take account of any applicable legislation.<\/p>\n
9. MISCELLANEOUS<\/p>\n
(1) Options granted under the UK Scheme shall not be transferable
\n or assignable other than by will or by the laws of decent and
\n distribution and Paragraph 13 of the US Plan shall only apply
\n to Options granted under the UK Scheme in this respect.<\/p>\n
(2) Within thirty days after an Option has been exercised by any
\n person, the Committee on behalf of the Company shall allot to
\n him or, as appropriate, procure the transfer to him of the
\n number of Shares in respect of which the Option has been
\n exercised.<\/p>\n
(3) All Shares allotted under the UK Scheme shall rank pari passu
\n in all respects with the Shares of the same class for the time
\n being in issue save as regards any rights <\/p>\n
Addendum B-6
\n 28<\/p>\n
attaching to such shares by reference to a record date prior
\n to the date of the allotment.<\/p>\n
(4) Sections 9 to 17 of the Terms and Conditions shall apply in
\n respect of Approved Stock Options to the extent permitted
\n under the UK Scheme.<\/p>\n
(5) Paragraph 7(e) of the US Plan and the final sub-paragraph of
\n Section 6 of the Terms and Conditions shall not apply to
\n Approved Stock Options.<\/p>\n
(6) For the avoidance of doubt references to Stock Appreciation
\n Rights in the US Plan and the Terms and Conditions shall be
\n disregarded for the purposes of the UK Scheme.<\/p>\n
Addendum B-7<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7185],"corporate_contracts_industries":[9412],"corporate_contracts_types":[9539,9545],"class_list":["post-38306","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-conoco-inc","corporate_contracts_industries-energy__refining","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38306","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38306"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38306"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38306"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38306"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}