Don F. Kremer
Vice
President
Human
Resources
10001 Six Pines Drive
Room 8026
The Woodlands, TX
77380-1498
P.O. Box 4910
The Woodlands, TX
77387-4910
832-813-4347
Fax: 832-813-4555
kremedf@cpchem.com
www.cpchem.com
February 8, 2006
Raymond I. Wilcox
Dear Ray:
The terms of this offer are
conditioned upon approval by Chevron Phillips Chemical’s
Compensation Committee of its Board of Directors.
I am pleased to present you with the following
offer of employment with Chevron Phillips Chemical Company LP
(“CPChem”):
Position:
President and Chief Executive Officer
Location:
The Woodlands, TX
Grade:
99
Salary:
$525,000/annually
Start
Date:
April 1, 2006
This offer includes relocation benefits under
CPChem’s Metro Move Policy, a copy of which will be provided
under separate cover.
Employment as a Grade 99 allows your
participation in the Annual Incentive Plan (AIP) and Long Term
Incentive Plan (LTIP) of CPChem.
Your current target percentage for AIP is 80% of
your base salary. Actual AIP awards can increase or decrease based
on company and individual performance. If you accept our offer and
begin work April 1, 2006, you will be eligible for a prorated AIP
award generally paid in early 2007.
Your current target grant for future awards
under LTIP is 250% of your base salary. You will receive a full
2006 LTIP grant, which would normally be awarded in early
2009.
This offer includes six weeks (240 hours) of
vacation per year. This allotment is based on a Vacation
Eligibility Date of May 6, 1968.
During your employment with the Company, you
shall be eligible to participate in each of the Company’s
existing executive and employee benefit plans, as they may be
amended from time to time, and any plans the Company may establish
during your period of employment for which your current salary
grade makes you eligible. Full details of our benefit plans are
available at http://www.benefitium.com.