<PAGE>
As filed with the Securities and Exchange Commission on December 4, 1995
Registration No.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
OCCIDENTAL PETROLEUM CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4035997
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
OCCIDENTAL PETROLEUM CORPORATION 1995 INCENTIVE STOCK PLAN
(FULL TITLE OF THE PLAN)
DONALD P. DE BRIER, ESQ., GENERAL COUNSEL
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA
(310) 208-8800
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Amount Maximum Maximum
Title of to be Offering Aggregate Amount of
Securities Registered Price Offering Registration
to be Per Price(1) Fee
Registered Share(1)
- -------------------------------------------------------------------------------
Common
Stock, $.20
par value 10,000,000(2) $22.625 $226,250,000 $78,017
(including
Preferred
Stock
Purchase
Rights)
===============================================================================
(1) Estimated pursuant to Rule 457 solely for the purpose
purpose of calculating the amount of the registration fee
based on the average of the high and low price for the
Common Stock on November 27, 1995.
(2) Includes an indeterminate number of additional shares
which may be necessary to adjust the number of shares
reserved for issuance pursuant to the plan as the
results of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the
Registrant.
<PAGE>
PART II
-------
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by
reference in this Registration Statement:
(a) The Annual Report on Form 10-K of Occidental
Petroleum Corporation ("Occidental" or the "Registrant") for
the year ended December 31, 1994;
(b) Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1995, June 30, 1995 and September 30,
1995;
(c) Current Reports on Form 8-K, dated January 25, 1995,
April 20, 1995, June 27, 1995, July 20, 1995, August 18, 1995,
October 18, 1995 and October 25, 1995; and
(d) The descriptions of the Common Stock and the
Preferred Stock Purchase Rights Registration Statement on Form
8-B, dated June 26, 1986 (as amended by Form 8, dated December
22, 1986, Form 8, dated February 3, 1988, Form 8-B/A, dated
July 12, 1993, Form 8-B/A, dated March 18, 1994, and Form 8-
B/A, dated November 1, 1995 and any amendment or report filed
for the purpose of updating such descriptions subsequent to
the date of this Registration Statement).
All documents filed by the Registrant or the Occidental
Petroleum Corporation 1995 Incentive Stock Plan (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date
hereof prior to the filing of a post-effective amendment which
indicates that the securities offered hereby have been sold or
which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from
the date of delivery of such documents. Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or
in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
2
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock registered pursuant
hereto has been passed upon by Linda S. Peterson, a Senior
Counsel of the Registrant. Ms. Peterson beneficially owns,
and has rights to acquire under employee stock options, an
aggregate of less than 1% of the outstanding shares of Common
Stock of Occidental.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
authorizes a court to award, or a corporation's board of
directors to grant, indemnity to directors and officers under
certain circumstances for liabilities incurred in connection
with their activities in such capacities (including
reimbursement for expenses incurred). Occidental's Restated
Certificate of Incorporation, as amended, provides for the
elimination of personal liability of its directors to the full
extent permitted by the Delaware General Corporation Law and
Occidental has entered into indemnification agreements with
each director and certain officers providing for additional
indemnification. Article VIII of Occidental's By-laws
provides that Occidental shall indemnify directors and
officers under certain circumstances for liabilities and
expenses incurred by reason of their activities in such
capacities. In addition, Occidental has insurance policies
that provide liability coverage to directors and officers
while acting in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of Occidental,
together with all certificates amendatory thereof filed
with the Secretary of State of Delaware through December
23, 1994 (incorporated by reference to Exhibit 3.(i) to
Occidental's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
4.2 By-laws of Occidental, as amended through December 15,
1994 (incorporated by reference to Exhibit 3.(ii) to
Occidental's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
4.4 Rights Agreement, dated as of October 17, 1986, between
Occidental and The Chase Manhattan Bank (National
Association), as the initial Rights Agent thereunder
(subsequently replaced by Chemical Bank, as successor
Rights Agent), together with the form of Rights
certificate (incorporated by reference to Exhibit 4.1 to
Occidental's Current Report on Form 8-K, dated October
17, 1987).
3
<PAGE>
5.1 Opinion of Linda S. Peterson, Esq.
23.1 Consent of Linda S. Peterson, Esq. (Included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (Reference is hereby made to page 6).
99.1 Occidental Petroleum Corporation 1995 Incentive Stock
Plan, effective April 29, 1995.
99.2 Form of Incentive Stock Option Agreement under Occidental
Petroleum Corporation 1995 Incentive Stock Plan.
99.3 Form of Nonqualified Stock Option Agreement under
Occidental Petroleum Corporation 1995 Incentive Stock
Plan.
99.4 Form of Stock Appreciation Rights Agreement under
Occidental Petroleum Corporation 1995 Incentive Stock
Plan.
99.5 Form of Restricted Stock Agreement under Occidental
Petroleum Corporation 1995 Incentive Stock Plan.
99.6 Form of Performance Stock Agreement under Occidental
Petroleum Corporation 1995 Incentive Stock Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(a) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents
fundamental change in the information set forth in the
registration statement;
(c) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
4
<PAGE>
Provided, however, that paragraphs 1(a) and 1(b) do not
apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13 or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Donald P. de Brier, Robert E. Sawyer and Linda S.
Peterson his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution
and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all
Amendments (including Post-Effective Amendments) to this
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she
might or could do in person, here ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California,
on November 30, 1995.
OCCIDENTAL PETROLEUM CORPORATION
By: R. R. IRANI
-------------------------------------
Ray R. Irani
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the
R. R. IRANI Board of Directors,
--------------------- President and Chief November 30, 1995
Ray R. Irani Executive Officer
A. R. LEACH Executive Vice
--------------------- President and Chief November 30, 1995
Anthony R. Leach Financial Officer
6
<PAGE>
S. P. DOMINICK Vice President and
---------------------- Controller (Chief November 30, 1995
Samuel P. Dominick, Jr. Accounting Officer)
---------------------- Director November 30, 1995
Albert Gore
ARTHUR GROMAN
----------------------- Director November 30, 1995
Arthur Groman
J. ROGER HIRL
------------------------ Director November 30, 1995
J. Roger Hirl
JOHN W. KLUGE
------------------------ Director November 30, 1995
John W. Kluge
DALE R. LAURANCE
------------------------ Director November 30, 1995
Dale R. Laurance
I. W. MALONEY
------------------------- Director November 30, 1995
Irwin W. Maloney
GEORGE O. NOLLEY
------------------------- Director November 30, 1995
George O. Nolley
JOHN F. RIORDAN
------------------------- Director November 30, 1995
John F. Riordan
R. SEGOVIA
------------------------- Director November 30, 1995
Rodolfo Segovia
------------------------ Director November 30, 1995
Aziz D. Syriani
ROSEMARY TOMICH
------------------------ Director November 30, 1995
Rosemary Tomich
7
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Restated Certificate of Incorporation of Occidental, together
with all certificates amendatory thereof filed with the
Secretary of State of Delaware through December 23, 1994
(incorporated by reference to Exhibit 3.(i) to Occidental's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994).
4.2 By-laws of Occidental, as amended through December 15, 1994
(incorporated by reference to Exhibit 3.(ii) to Occidental's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994).
4.4 Rights Agreement, dated as of October 17, 1986, between
Occidental and The Chase Manhattan Bank (National Association),
as the initial Rights Agent thereunder (subsequently replaced
by Chemical Bank, as successor Rights Agent), together with the
form of Rights certificate (incorporated by reference to
Exhibit 4.1 to Occidental's Current Report on Form 8-K, dated
October 17, 1987).
5.1 Opinion of Linda S. Peterson, Esq.
23.1 Consent of Linda S. Peterson, Esq. (Included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (Reference is hereby made to page 6).
99.1 Occidental Petroleum Corporation 1995 Incentive Stock Plan,
effective April 29, 1995.
99.2 Form of Incentive Stock Option Agreement under Occidental
Petroleum Corporation 1995 Incentive Stock Plan.
99.3 Form of Nonqualified Stock Option Agreement under Occidental
Petroleum Corporation 1995 Incentive Stock Plan.
99.4 Form of Stock Appreciation Rights Agreement under Occidental
Petroleum Corporation 1995 Incentive Stock Plan.
99.5 Form of Restricted Stock Agreement under Occidental Petroleum
Corporation 1995 Incentive Stock Plan.
99.6 Form of Performance Stock Agreement under Occidental Petroleum
Corporation 1995 Incentive Stock Plan.
<PAGE>
EXHIBIT 5.1
10889 WILSHIRE BOULEVARD
(LOGO) OCCIDENTAL PETROLEUM CORPORATION LOS ANGELES, CALIFORNIA 90024
TELEPHONE (213) 879-1700
(310) 208-8800
FACSIMILE (310) 443-6690
LINDA S. PETERSON
SENIOR COUNSEL
Direct Telephone (310) 443-6189
Direct Fax (310) 443-6737
December 4, 1995
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, CA 90024
Re: Occidental Petroleum Corporation Registration
Statement on Form S-8 Occidental Petroleum
Corporation 1995 Incentive Stock Plan
Ladies and Gentlemen:
I am a Senior Counsel of Occidental Petroleum Corporation,
a Delaware corporation ("Occidental"), and have acted as counsel to
Occidental in connection with the preparation of the above-referenced
Registration Statement on Form S-8, filed by Occidental with the
Securities and Exchange Commission ("Commission") on December 4, 1995
(the "Registration Statement"). The Registration Statement relates
to the registration under the Securities Act of 1933, as amended (the
"1933 Act"), of 10,000,000 shares (the "Shares") of Common Stock, par
value $.20 per share, of Occidental. The Registration Statement also
covers the rights (the "Rights") initially to purchase units (the
"Units"), each Unit consisting of one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $1.00 per share, of
Occidental, which Rights will be issued with, and initially attached to and
traded with, the Shares. The Rights will be issued pursuant to the Rights
Agreement, dated as of October 17, 1986, between Occidental and Chemical
Bank as successor Rights Agent (the "Rights Agreement").
The Shares and Rights attached thereto are to be issued in accordance
with the Occidental Petroleum Corporation 1995 Incentive Stock Plan
(the "Plan") with respect to awards under the Plan of restricted stock and
performance stock and upon the exercise of stock options and stock
appreciation rights awarded under the Plan.
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the 1933 Act.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such records of Occidental and all such agreements, certificates of public
officials, certificates of officers or other representatives of Occidental and
others and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein,
including, without limitation,
<PAGE>
Occidental Petroleum Corporation
December 4, 1995
Page 2
(i) the Registration Statement (together with the form of prospectus
forming a part thereof), (ii) the Restated Certificate of Incorporation
and By-laws of Occidental, as amended to date, (iii) copies of certain
resolutions adopted by the Board of Directors of Occidental, relating to
the adoption of the Plan, the filing of the Registration Statement and
any amendments or supplements thereto, and the issuance of the Shares and
the Rights attached thereto and related matters, (iv) copies of the action
adopted at the Annual Meeting of Stockholders approving the Plan, (v) the
Rights Agreement, and (vi) the Plan. At a meeting of the Board of Directors
of Occidental relating to the adoption of the Rights Agreement, the Board of
Directors was advised on a number of questions of Delaware law, including that
there is no direct judicial precedent in Delaware regarding an identical
form of rights agreement. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the conformity
to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals
of such copies. As to any facts material to the opinions expressed herein
which I have not independently established or verified, I have relied upon
statements and representations of officers and other representatives of
Occidental and others.
I am a member of the California and New York Bars and for purposes of
this opinion do not hold myself out as an expert on, nor do I express any
opinion as to, the laws of any jurisdiction other than the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Shares (for purposes of this paragraph 1, excluding the
Rights) have been duly authorized and, when issued and paid for in
accordance with the Plan, will be validly issued, fully paid and
nonassessable.
2. The Rights have been duly authorized and, when (i) such Rights
are issued in accordance with the Rights Agreement, and (ii) the Shares
are issued and paid for in accordance with the terms of the Plan, such
Rights will be validly issued.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without
my prior written consent. I hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. I also consent to
the reference to me under the heading "Legal Matters" in the Registration
Statement. In giving this consent, I do not thereby admit that I am
included in the category of persons whose consent is required under Section 7
of the 1933 Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
Linda S. Peterson
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 3, 1995
included or incorporated by reference in Occidental Petroleum Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
ARTHUR ANDERSEN LLP
Los Angeles, California
December 4, 1995
<PAGE>
EXHIBIT 99.1
OCCIDENTAL PETROLEUM CORPORATION
1995 INCENTIVE STOCK PLAN
1. PURPOSE. The purpose of this Occidental Petroleum
Corporation 1995 Incentive Stock Plan is to permit
Occidental Petroleum Corporation ("Occidental") and its
subsidiaries to attract and retain top-quality employees and
to provide such employees with an incentive to enhance
stockholder return. Additionally, it is intended that by
providing more compensation that is stock-based, the Plan
will encourage employees to view Occidental from the
perspective of its stockholders.
2. COMMON STOCK AUTHORIZED UNDER THE PLAN.
(a) Subject to adjustment as provided in Section 9
the number of shares of Common Stock issued or transferred
under this Plan shall not in the aggregate exceed 10,000,000
shares, which may be Common Stock of original issuance or
Common Stock held in treasury or a combination thereof. For
the purposes of this Section 2(a):
(i) Upon payment in cash of the benefit provided
by any Award, any shares of Common Stock that were covered
by that Award shall again be available for issuance or
transfer under this Plan.
(ii) Upon the full or partial payment of any
Option Price by the transfer to the Company of shares of
Common Stock or upon satisfaction of tax withholding
obligations in connection with any such exercise or any
other payment made or benefit realized under this Plan by
the transfer or relinquishment of Common Stock, there shall
be deemed to have been issued or transferred under this Plan
only the number of shares of Common Stock actually issued or
transferred by Occidental less the number of Common Stock so
transferred or relinquished.
(b) Notwithstanding anything in Section 2(a) or
elsewhere in this Plan to the contrary, the number of shares
of Common Stock issued or transferred as Restricted Stock
and Performance Stock that become nonforfeitable without the
achievement of Performance Objectives shall not in the
aggregate exceed 5,000,000 shares, subject to adjustment as
provided in Section 9.
(c) Notwithstanding anything in Section 2(a) or
elsewhere in this Plan to the contrary, the aggregate number
of shares of Common Stock which may be issued by the Company
upon the exercise of Incentive Stock Options shall not
exceed 10,000,000 shares of Common Stock, subject to
adjustment as provided in Section 9.
(d) Subject to adjustment as provided in Section 9,
no Participant shall be granted Stock Options, SARs,
Restricted Stock, Performance Stock and any other Award paid
in Common Stock, in the aggregate, for more than 2,000,000
shares.
3. AWARDS. The Committee shall determine the type of
Award(s) to be made to a Participant. Awards may be granted
singly, in combination or in tandem. Awards
<PAGE>
also may be made in combination or in tandem with, in
replacement of or as alternatives to or as the payment form
for grants or rights under any other compensation plan or
individual contract or agreement with the Company. The
types of Awards that may be granted are set forth in
Sections 4, 5, 6 and 7. Each Award shall be evidenced by a
written agreement signed by the Company and the Participant.
The following terms and conditions shall apply to all
Awards:
(a) An Award may provide for the payment to the
Participant of dividends or dividend equivalents, in cash or
Common Stock on a current, deferred or contingent basis.
(b) Any Award may provide for earlier exercise,
vesting or termination in the event of a Change of Control.
(c) Successive Awards may be made to the same
Participant regardless of whether any outstanding Award
remains unexercised or subject to the expiration of
restrictions or the satisfaction of Performance Objectives.
4. STOCK OPTIONS. The Committee may from time to time
authorize grants to Participants of options to purchase
Common Stock upon such terms and conditions as the Committee
may determine in accordance with the following provisions:
(a) Each grant shall specify the number of shares
of Common Stock to which it pertains.
(b) Each grant shall specify an Option Price,
which may be either fixed or based on an index, but which,
in any case, shall be not less than the Fair Market Value
per Share on the Date of Grant.
(c) Each grant shall specify the form of
consideration to be paid in satisfaction of the Option
Price, which may include (i) cash in the form of currency or
check or other cash equivalent acceptable to the Company,
(ii) unrestricted Common Stock already owned by the
Optionee, (iii) any other legal consideration that the
Committee may deem appropriate on such basis as the
Committee may determine in accordance with this Plan and
(iv) any combination of the foregoing or (v) the delivering
of an exercise notice together with a copy of irrevocable
instructions to a broker to promptly deliver to the company
the amount of sale or loan proceeds from the Common Stock
underlying the stock option.
(d) Each grant shall specify the period or periods
of continuous employment of the Optionee by the Company that
are necessary before the Stock Options or installments
thereof become exercisable.
(e) Stock Options granted pursuant to this Section
4 may be Nonqualified Options or Tax-qualified Options or
combinations thereof.
(f) Any grant of Stock Options may specify
Performance Objectives that, if achieved, will result in
exercisability or early exercisability of such Stock Option.
2
<PAGE>
(g) No Stock Option granted pursuant to this Section
4 may be exercised more than 10 years from the Date of
Grant.
5. STOCK APPRECIATION RIGHTS ("SARS"). The Committee
may also authorize grants to Participants of SARs. A SAR
shall be a right of the Participant to receive from the
Company an amount, which shall be determined by the
Committee and shall be expressed as a percentage (not
exceeding 100 percent) of the Spread at the time of the
exercise of a SAR. Any grant of SARs shall be upon such
terms and conditions as the Committee may determine in
accordance with the following provisions:
(a) Any grant may specify that the amount payable
upon the exercise of a SAR may be paid by the Company in
cash, Common Stock or any combination thereof and may (i)
either grant to the Participant or reserve to the Committee
the right to elect among those alternatives or (ii) preclude
the right of the Participant to receive and the Company to
issue Common Stock or other equity securities in lieu of
cash.
(b) Any grant may specify that the amount payable
upon the exercise of a SAR shall not exceed a maximum
specified by the Committee on the Date of Grant.
(c) Any grant may specify (i) a waiting period or
periods before SARs shall become exercisable and (ii)
permissible dates or periods on or during which SARs shall
be exercisable.
(d) Any grant of SARs may specify Performance
Objectives that, if achieved, will result in exercisability
or early exercisability of such SARs.
(e) Any SAR may be granted in tandem with a Stock
Option. Each tandem grant shall provide that a SAR may be
exercised only (i) if the related Stock Option is
exercisable and (ii) by surrender of the related Stock
Option for cancellation.
(f) Regarding freestanding SARs only:
(i) Each grant shall specify in respect of each
freestanding SAR a Base Price, which shall be not less than
the Fair Market Value per Share on the Date of Grant;
(ii) Each grant shall specify the period or
periods of continuous employment of the Participant by the
Company that are necessary before the freestanding SAR or
installments thereof shall become exercisable.
(iii) No freestanding SAR granted may be
exercised more than 10 years from the Date of Grant.
6. RESTRICTED STOCK. The Committee may also authorize
grants or sales to Participants of Restricted Stock upon
such terms and conditions as the Committee may determine in
accordance with the following provisions:
(a) Each grant or sale shall specify the number
of shares of Restricted Stock to which it relates.
3
<PAGE>
(b) Each grant or sale may be made without
additional consideration from the Participant or in
consideration of a payment by the Participant that is less
than the Fair Market Value per Share on the Date of Grant.
(c) Each grant or sale shall provide that the
Restricted Stock covered thereby shall be subject to a
"substantial risk of forfeiture" within the meaning of
Section 83 of the Code for a period of at least three years
as determined by the Committee.
(d) Each grant or sale shall provide that,
during the Restricted Period, the transferability of the
Restricted Stock shall be prohibited or restricted in the
manner and to the extent prescribed by the Committee.
(e) For grants or sales for which forfeitable
shares of Common Stock are issued at the time of grant or
sale:
(i) Each such grant or sale shall constitute a
transfer of ownership of Restricted Stock to the Participant
in consideration of the performance of services, entitling
such Participant to dividend, voting and other ownership
rights, subject to the substantial risk of forfeiture and
restrictions on transfer provided above in Section 6(c).
(ii) Unless otherwise directed by the
Committee, all certificates representing Restricted Stock,
together with a stock power endorsed in blank by the
Participant, shall be held in custody by the Company until
all restrictions on such Stock lapse.
(f) For grants for which forfeitable shares of
Common Stock are not issued at the time of grant, each grant
shall specify the time and manner of payment of Restricted
Stock that shall have ceased to be forfeitable, and any
grant may specify that any such amount may be paid by the
Company in cash, Common Stock or any combination thereof and
may either grant to the Participant or reserve to the
Committee the right to elect among those alternatives.
7. PERFORMANCE STOCK. The Committee may also authorize
grants of Performance Stock, which shall become either
nonforfeitable or payable to the Participant upon the
achievement of specified Performance Objectives, upon such
terms and conditions as the Committee may determine in
accordance with the following provisions:
(a) Each grant shall specify the number of
shares of Performance Stock to which it pertains, which may
be subject to adjustment to reflect changes in compensation
or other factors.
(b) The Performance Period with respect to
each grant of Performance Stock shall be determined by the
Committee.
(c) Each grant shall specify the Performance
Objectives that are to be achieved and a minimum acceptable
level of achievement below which no payment will be made or
grant of Performance Stock shall be nonforfeitable and shall
set forth a formula for determining the amount of any
payment to be made or amount of
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Performance Stock to be nonforfeitable if performance is at
or above the minimum acceptable level but falls short of
full achievement of the Performance Objectives.
(d) For grants for which forfeitable shares of
Common Stock are not issued at the time of grant, each grant
shall specify the time and manner of payment of Performance
Stock that shall have been earned, and any grant may specify
that any such amount may be paid by the Company in cash,
Common Stock or any combination thereof and may either grant
to the Participant or reserve to the Committee the right to
elect among those alternatives.
(e) Any grant of Performance Stock may specify
that the amount payable with respect thereto may not exceed
a maximum specified by the Committee on the Date of Grant.
8. TRANSFERABILITY.
(a) Any Award may provide that all or any part
of the Common Stock that is to be issued or transferred by
Occidental upon the exercise of Stock Options or SARs or in
payment of Performance Stock or that, in the case of
Restricted Stock or Performance Stock, is no longer subject
to substantial risk of forfeiture and restrictions on
transfer shall be subject to further restrictions upon
transfer.
(b) No Stock Option or other derivative security
(as that term is used in Rule 16b-3) granted under this Plan
may be transferred by a Participant except by will or the
laws of descent and distribution. Stock Options and SARs
may not be exercised during a Participant's lifetime except
by the Participant or, in the event of the Participant's
legal incapacity, by such guardian or legal representative
acting in a fiduciary capacity on behalf of the Participant
under state law and court supervision. Notwithstanding the
foregoing, the Committee, in its sole discretion, may
provide for the transferability of particular Awards under
this Plan so long as such provisions will not disqualify the
exemption for other Awards under Rule 16b-3.
9. ADJUSTMENTS.
(a) The Committee may make or provide for such
adjustments in the number of shares of Common Stock covered
by outstanding Stock Options, SARs and Performance Stock
granted under this Plan, the Option Prices or Base Prices
applicable to any such Stock Options and SARs and the kind
of shares (including shares of another issuer) covered
thereby, as the Committee may in good faith determine to be
required in order to prevent dilution or expansion of the
rights of Participants that otherwise would result from (i)
any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of
the Company or (ii) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or
complete liquidation or other distribution of assets,
issuance of warrants or other rights to purchase securities
or any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such
transaction or event, the Committee may provide in
substitution for any or all outstanding Awards under this
Plan such alternative consideration as it may
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in good faith determine to be appropriate under the
circumstances and may require the surrender of all Awards so
replaced. Moreover, the Committee may on or after the Date
of Grant provide in the agreement evidencing any Award that
the holder of the Award may elect to receive an equivalent
Award in respect of securities of the surviving entity of
any merger, consolidation or other transaction or event
having a similar effect, or the Committee may provide that
the holder will automatically be entitled to receive such an
equivalent Award. The Committee may also make or provide
for such adjustments in the maximum number of shares of
Common Stock specified in Sections 2(a), 2(b), 2(c) and 2(d)
as the Committee may in good faith determine to be
appropriate in order to reflect any transaction or event
described in this Section 9. Notwithstanding anything in
the foregoing to the contrary, with respect to any
outstanding Stock Option that was intended to qualify as a
Tax-qualified Option, the Committee shall not, without the
consent of the affected Participant, make any adjustment
that would prevent such Stock Option from so qualifying.
(b) If another corporation is merged into the
Company or the Company otherwise acquires another
corporation, the Committee may elect to assume under this
Plan any or all outstanding stock options or other awards
granted by such corporation under any stock option or other
plan adopted by it prior to such acquisition. Such
assumptions shall be on such terms and conditions as the
Committee may determine; provided, however, that the awards
as so assumed do not contain any terms, conditions or rights
that are inconsistent with the terms of this Plan. Unless
otherwise determined by the Committee, such awards shall not
be taken into account for purposes of the limitations
contained in Section 2 of this Plan.
10. FRACTIONAL SHARES. The Company shall not be
required to issue any fractional shares of Common Stock
pursuant to this Plan. The Committee may provide for the
elimination of fractions or for the settlement thereof in
cash.
11. WITHHOLDING TAXES. To the extent that the
Company is required to withhold federal, state, local or
foreign taxes in connection with any payment made or benefit
realized by a Participant or other person under this Plan,
it shall be a condition to the receipt of any such payment
or the realization of any such benefit that the Participant
or such other person make arrangements satisfactory to the
Company for payment of any taxes required to be withheld.
At the discretion of the Committee, any such arrangements
may without limitation include relinquishment of a portion
of any such payment or benefit or the surrender of
outstanding Common Stock, and any agreement pertaining to an
Award may make such relinquishment the mandatory form of
satisfying such taxes. The Committee may also make similar
arrangements with respect to the payment of any taxes with
respect to which withholding is not required.
12. TERMINATION OF EMPLOYMENT, HARDSHIP AND APPROVED
LEAVES OF ABSENCE. Notwithstanding any other provision of
this Plan to the contrary, in the event of termination of
employment for any reason, leave of absence approved by the
Company, or in the event of hardship or other special
circumstances, of a Participant who holds a Stock Option or
SAR that is not immediately and fully exercisable, any
Restricted
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Stock as to which the substantial risks of forfeiture or the
prohibition or restriction on transfer has not lapsed, any
Performance Stock that has not been fully earned or is
subject to forfeiture or any Common Stock that is subject to
any transfer restriction pursuant to Section 8(a) of this
Plan, the Committee may take any action that it deems to be
appropriate under the circumstances or in the best interests
of the Company, including without limitation waiving or
modifying any limitation or requirement with respect to any
Award.
13. FOREIGN PARTICIPANTS. In order to facilitate
the making of an Award, the Committee may provide for such
special terms for Awards to Participants who are foreign
nationals, or who are employed by the Company outside of the
United States of America, as the Committee may consider
necessary or appropriate to accommodate differences in local
law, tax policy or custom. Moreover, the Committee may
approve such supplements to, or amendments, restatements or
alternative versions of, this Plan as it may consider
necessary or appropriate for such purposes without thereby
affecting the terms of this Plan as in effect for any other
purpose, and the Secretary or other appropriate officer of
Occidental may certify any such document as having been
approved and adopted in the same manner as this Plan;
provided, however, that no such supplements, amendments,
restatements or alternative versions shall include any
provisions that are inconsistent with the terms of this
Plan, as then in effect, unless this Plan could have been
amended to eliminate the inconsistency without further
approval by the stockholders of Occidental.
14. ADMINISTRATION OF THE PLAN.
(a) This Plan shall be administered by the
Compensation Committee of the Board, which shall be composed
of not less than two members of the Board, each of whom
shall be a "disinterested person" within the meaning of Rule
16b-3 and an "outside director" within the meaning of
Section 162(m) of the Code.
(b) The interpretation and construction by the
Committee of any provision of this Plan or any agreement,
notification or document evidencing the grant of Stock
Option, SARs, Restricted Stock or Performance Stock, and any
determination by the Committee pursuant to any provision of
this Plan or any such agreement, notification or document,
shall be final and conclusive. No member of the Committee
shall be liable for any such action taken or determination
made in good faith.
15. AMENDMENTS AND OTHER MATTERS.
(a) The Committee may amend, alter or
discontinue this Plan, but no amendment, alteration or
discontinuation shall be made that would impair the rights
of a Participant under any outstanding Award without such
Participant's consent, or that without the approval of the
stockholders of Occidental (as described below) would (i)
except as provided in Section 9, increase the total number
of shares of Common Stock reserved for the purpose of the
Plan; (ii) extend the maximum period provided in Section
4(g) for exercising Stock Options; or (iii) extend the
maximum period provided in Section 5(f)(iii) for SARs.
Notwithstanding the foregoing, stockholder approval under
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this Section 15 shall be required only at such time and
under such circumstances as stockholder approval would be
required under Rule 16b-3 with respect to any material
amendment to any employee benefit plan of the Company.
(b) The Committee shall not, without the approval of
the stockholders of Occidental, authorize the amendment of
any outstanding Stock Option to reduce the Option Price or
authorize the amendment of any outstanding SAR to reduce the
Base Price. Furthermore, no Stock Options or SARs shall be
canceled and replaced with Awards having a lower Option
Price or Base Price without the further approval of the
stockholders of Occidental.
(c) The Committee may condition the grant of any
Award authorized under this Plan on the surrender or
deferral by the Participant of his or her right to receive a
cash bonus or other compensation otherwise payable by the
Company to the Participant.
(d) This Plan shall not confer upon any Participant
any right with respect to continuance of employment or other
service with the Company and shall not interfere in any way
with any right that the Company would otherwise have to
terminate any Participant's employment or other service at
any time.
(e) (i) To the extent that any provision of this
Plan would prevent any Stock Option that was intended to
qualify as a Tax-qualified Option from so qualifying, any
such provision shall be null and void with respect to any
such Stock Option; provided, however, that any such
provision shall remain in effect with respect to other Stock
Options, and there shall be no further effect on any
provision of this Plan.
(ii) Any Award that may be made pursuant to
an amendment to this Plan that shall have been adopted
without the approval of the stockholders of Occidental shall
be null and void as to persons subject to Section 16(a) of
the Act if it is subsequently determined that such approval
was required in order for this Plan to continue to satisfy
the applicable conditions of Rule 16b-3.
(f) The Committee may require or permit Participants
to elect to defer the issuance of Common Stock or the
settlement of Awards in cash under such rules and procedures
as it may establish under the Plan. It also may provide
that deferred settlements include the payment or crediting
of interest on the deferral amounts, or the payment or
crediting of dividend equivalents where the deferral amounts
are denominated in Stock.
(g) Unless otherwise determined by the Committee,
settlements of Awards received by Participants under the
Plan shall not be deemed a part of a Participant's regular,
recurring compensation for purposes of calculating payments
or benefits from any Company benefit plan, severance program
or severance pay law of any country. Further, the Company
may adopt other compensation programs, plans or arrangements
as it deems appropriate or necessary.
(h) Unless otherwise determined by the Committee,
the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or
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funds. The Plan shall not establish any fiduciary
relationship between the Company and any Participant or
other person. To the extent any person holds any rights by
virtue of an Award granted under the Plan, such rights
(unless otherwise determined by the Committee) shall be no
greater than the rights of an unsecured general creditor of
the Company.
16. TERM. This Plan shall be effective on the first
day immediately following the date on which the Plan is
first approved by the stockholders of Occidental and shall
continue in effect for 10 years from that date.
17. DEFINITIONS. As used in this Plan,
"ACT" means the Securities Exchange Act of 1934, as
amended.
"AWARD" means any grant of Stock Options, SARs or
Performance Stock or grant or sale of Restricted Stock under
this Plan.
"BASE PRICE" means the price to be used as the basis
for determining the Spread upon the exercise of a
freestanding SAR.
"BOARD" means the Board of Directors of Occidental.
"CHANGE OF CONTROL" means the occurrence of any of the
following events:
(i) any "person," as such term is used in Sections
13(d) and 14(d) of the Act (other than the Company, any
trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any company owned,
directly or indirectly, by the stockholders of Occidental in
substantially the same proportions as their ownership of the
Common Stock of Occidental), is or becomes after the
effective date of the Plan as provided in Section 16 (the
"Effective Date") the "beneficial owner" (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities
of Occidental (not including in the securities beneficially
owned by such person any securities acquired directly from
Occidental or its affiliates) representing 50 percent or
more of the combined voting power of Occidental's then-
outstanding securities;
(ii) during any period of two consecutive years
(not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute
the Board, and any new director (other than a director
designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause
(i), (iii), or (iv) of this definition) whose election by
the Board or nomination for election by Occidental's
stockholders was approved by a vote of at least two thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease
for any reason to constitute at least a majority of the
Board; or
(iii) the stockholders of Occidental approve a
merger or consolidation of Occidental with any other
corporation, other than (A) a merger or consolidation that
would result in the voting securities of Occidental
outstanding immediately prior thereto
9
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continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, at least 50 percent of the combined
voting power of the voting securities of Occidental or such
surviving entity outstanding immediately after such merger
or consolidation or (B) a merger or consolidation effected
to implement a recapitalization of the Company (or similar
transaction) in which no person acquires more than 50
percent of the combined voting power of Occidental's then-
outstanding securities; or
(iv) the stockholders of Occidental approve a
plan of complete liquidation of the Company or an agreement
for the sale or disposition of all or substantially all of
the Company's assets; provided, however, that prior to the
occurrence of any of the events described in clauses (i)
through (iv) above, the Board may determine that such event
shall not constitute a Change of Control for purposes of
this Plan.
"CODE" means the Internal Revenue Code of 1986, as
amended from time to time.
"COMMITTEE" means the Committee described in Section
14(a) of this Plan.
"COMMON STOCK" means (i) shares of the Common Stock,
$0.20 par value, of Occidental and (ii) any security into
which Common Stock may be converted by reason of any
transaction or event of the type referred to in Section 9.
"COMPANY" means Occidental and its Subsidiaries,
collectively.
"DATE OF GRANT" means the date specified by the
Committee on which an Award shall become effective, which
shall not be earlier than the date on which the Committee
takes action with respect thereto.
"FAIR MARKET VALUE PER SHARE" means the last reported
sales price of a share of Common Stock on the New York Stock
Exchange - Composite Transactions on the relevant date or,
if there are no reported sales on such date, then the last
reported sales price on the next preceding day on which such
a sale is transacted.
"INCENTIVE STOCK OPTION" means a Stock Option that is
intended to qualify as an "incentive stock option" under
Section 422 of the Code or any successor provision thereto.
"NONQUALIFIED OPTION" means a Stock Option that is
not intended to qualify as a Tax-qualified Option.
"OCCIDENTAL" means Occidental Petroleum Corporation,
a Delaware corporation.
"OPTIONEE" means the person so designated in an
agreement evidencing an outstanding Stock Option.
"OPTION PRICE" means the purchase price payable upon
the exercise of a Stock Option.
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"PARTICIPANT" means (i) a salaried employee of the
Company who is selected by the Committee to receive benefits
under this Plan or (ii) a person who has agreed to commence
salaried employment with the Company.
"PERFORMANCE OBJECTIVES" means performance objectives
adopted by the Committee pursuant to this Plan for
Participants who have received grants of Performance Stock
or, when so determined by the Committee, Stock Options, SARs
or Restricted Stock. With respect to any Award to a
Participant who is, or is determined by the Committee to be
likely to become, a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision), the
Performance Objectives shall be limited to specified levels
of, growth in or peer company comparisons based on (i) Total
Stockholder Return, (ii) return on assets or (iii) book
value per share, as the Committee may determine, and the
attainment of such Performance Objective shall not be deemed
to have occurred until certified by the Committee. Except
in the case of such a covered employee, if the Committee
determines that a change in the business, operations,
corporate structure or capital structure of the Company, or
the manner in which it conducts its business, or other
events or circumstances render the Performance Objectives to
be unsuitable, the Committee may modify such Performance
Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Committee deems
appropriate.
"PERFORMANCE PERIOD" means, in respect of Performance
Stock, the period of time within which the Performance
Objectives are to be achieved, which period shall not be
less than three years.
"PERFORMANCE STOCK" means (i) a grant pursuant to
Section 7 of shares of Common Stock, which shares are
subject to forfeiture in the event the Performance
Objectives are not achieved, or (ii) a bookkeeping entry
that records the equivalent of one share of Common Stock
awarded pursuant to Section 7 that is payable upon
achievement of the Performance Objectives.
"PLAN" means this Occidental Petroleum Corporation
1995 Incentive Stock Plan.
"RESTRICTED PERIOD" means, in respect of Restricted
Stock, the period determined by the Committee pursuant to
Section 6(c).
"RESTRICTED STOCK" means (i) a grant pursuant to
Section 6 of shares of Common Stock, which shares are
subject to a substantial risk of forfeiture and restrictions
on transfer, or (ii) a bookkeeping entry that records the
equivalent of one share of Common Stock awarded pursuant to
Section 6 that is payable upon expiration of the Restricted
Period.
"RULE 16B-3" means Rule 16b-3, as promulgated and
amended from time to time by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or any
successor rule to the same effect.
"SAR" means a stock appreciation right granted
pursuant to Section 5.
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"SPREAD" means, in the case of a freestanding SAR, the
amount by which the Fair Market Value per Share on the date
when the SAR is exercised exceeds the Base Price specified
therein or, in the case of a tandem SAR, the amount by which
the Fair Market Value per Share on the date when the SAR is
exercised exceeds the Option Price for the related Stock
Option.
"STOCK OPTION" means a Nonqualified Option or a Tax-
qualified Option, or both, as the case may be.
"SUBSIDIARY" means a corporation, partnership, joint
venture, unincorporated association or other entity directly
or indirectly controlled by the Company or in which the
Company has a direct or indirect ownership or other equity
interest; provided, however, for purposes of determining
whether any person may be a Participant for purposes of any
grant of Incentive Stock Options, "Subsidiary" means any
corporation in which the Company owns or controls directly
or indirectly more than 50 percent of the total combined
voting power represented by all classes of stock issued by
such corporation at the time of the grant.
"TAX-QUALIFIED OPTION" means a Stock Option that is
intended to qualify under particular provisions of the Code,
including without limitation an Incentive Stock Option.
"TOTAL STOCKHOLDER RETURN" means the appreciation in
the price of a share of Common Stock plus reinvested
dividends over a specified period of time.
18. GOVERNING LAW AND CONSTRUCTION.
(a) The validity, construction and effect of the
Plan and any actions taken or relating to the Plan shall be
determined in accordance with the laws of the State of
Delaware and applicable federal law.
(b) All references to Sections in this Plan are
to the Sections of the Plan. The singular includes the
plural and the plural the singular.
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EXHIBIT 99.2
OCCIDENTAL PETROLEUM CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Name of Optionee: _______________________________________
Date of Grant: __________________________________________
Number of Optioned Shares: ______________________________
Option Price:1 __________________________________________
Vesting Percentage: ________________ Percent
AGREEMENT (the "Agreement") made as of the Date of Grant
by and between OCCIDENTAL PETROLEUM CORPORATION, a
Delaware corporation (hereinafter called
"Occidental," and, collectively with its
Subsidiaries, the "Company"), and Optionee.
1. GRANT OF STOCK OPTION. Subject to and upon
the terms, conditions, and restrictions set forth
in this Agreement and in the Occidental Petroleum
Corporation 1995 Incentive Stock Plan (the "Plan"),
Occidental hereby grants to the Optionee as of the
Date of Grant a stock option (the "Option") to purchase
up to the number of Optioned Shares. The Option may be
exercised from time to time in accordance with the terms
of this Agreement. The Option is intended to be an
"incentive stock option" within the meaning of that
term under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or any successor
provision thereto; this Agreement shall be construed
in a manner that will enable this Option to be so
qualified.
2. TERM OF OPTION. The term of the Option
shall commence on the Date of Grant and, unless earlier
terminated in accordance with Section 6 hereof, shall
expire _____ (__)2 years from the Date of Grant.
- ------------------------------------
1 Not less than the Fair Market Value per Share on
the Date of Grant. If the Option Price is based upon
an index, (i) specify the index and the method for
applying the index to the initial Option Price, and
(ii) specify that in no event will the Option price
be less than the Fair Market Value per Share on the
Date of the Grant.
2 Not greater than 10 years.
<PAGE>
3. RIGHT TO EXERCISE. Subject to the expiration
or earlier termination of the Option, on each
anniversary of the Date of Grant the number of Optioned
Shares equal to the Vesting Percentage multiplied by
the initial number of Optioned Shares specified in
this Agreement shall become exercisable on a
cumulative basis until the Option is fully exercisable.
To the extent the Option is exercisable, it may be
exercised in whole or in part.
4. OPTION NONTRANSFERABLE. The Option granted
hereby shall be neither transferable nor assignable by
the Optionee other than by will or by the laws of
descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee, or in
the event of his or her legal incapacity, by his or
her guardian or legal representative acting on
behalf of the Optionee in a fiduciary capacity under
state law and court supervision.
5. NOTICE OF EXERCISE; PAYMENT. To the extent
then exercisable, the Option shall be exercised by
oral or written notice to Occidental stating the number
of Optioned Shares for which the Option is being
exercised and the intended manner of payment.
Payment equal to the aggregate Option Price of the
Optioned Shares shall be: (a) in cash in the form of
currency or check or other cash equivalent acceptable
to Occidental, (b) by actual or constructive transfer
to Occidental of nonforfeitable, nonrestricted shares
of Common Stock that have been owned by the Optionee for
(i) more than one year prior to the date of exercise and
for more than two years from the date on which the
option was granted, if they were originally
acquired by the Optionee pursuant to the exercise of
an incentive stock option, or (ii) more than six
months prior to the date of exercise, if they were
originally acquired by the Optionee other than
pursuant to the exercise of an incentive stock option,
or (c) by any combination of the foregoing methods of
payment. Nonforfeitable, nonrestricted shares of Common
Stock that are transferred by the Optionee in payment of
all or any part of the Option Price shall be valued on
the basis of their Fair Market Value per Share. The
requirement of payment in cash shall be deemed
satisfied if the Optionee makes arrangements that are
satisfactory to Occidental with a broker that is a
member of the National Association of Securities
Dealers, Inc. to sell a sufficient number of the shares
of Common Stock, which are being purchased pursuant to
the exercise, so that the net proceeds of the sale
transaction will at least equal the amount of the
aggregate Option Price, plus interest at the "applicable
Federal rate" within the meaning of that term under
Section 1274 of the Code, or any successor provision
thereto, for the period from the date of exercise
to the date of payment, and pursuant to which the
broker undertakes to deliver to Occidental the
amount of the aggregate Option Price not later than
the date on which the sale transaction will settle
in the ordinary course of business. The date of such
notice shall be the exercise date. Any oral notice
of exercise shall be confirmed in writing to Occidental
before the close of business the same day.
6. TERMINATION OF AGREEMENT. The Agreement and
the Option granted hereby shall terminate
automatically and without further notice on the
earliest of the following dates:
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(a) Eighteen months after the Optionee
ceases to be an employee of the Company by reason of
(i) termination of employment under circumstances
(other than retirement as described in (d)(ii) below)
determined by the Board to be for the convenience of
the Company or (ii) the Optionee's permanent
disability, if the Optionee becomes permanently
disabled while an employee of the Company;
(b) One year after the death of the Optionee
if the Optionee dies while an employee of the Company;
(c) Immediately upon the voluntary
resignation of the Optionee other than in connection
with retirement as provided in (d)(ii) below;
(d) Thirty calendar days after the
Optionee ceases to be an employee of the Company for any
reason other than (i) as described in Section 6(a),
6(b) or 6(c) hereof or (ii) the Grantee's retirement
under a retirement plan of the Company at or after the
earliest voluntary retirement age provided for in such
retirement plan or retirement at an earlier age with the
consent of the Board; or
(e) Ten years from the Date of Grant.
In the event that the Optionee commits an act that the
Committee determines to have been intentionally
committed and materially inimical to the interests of
the Company, the Agreement shall terminate at the time
of that determination notwithstanding any other
provision of this Agreement. This Agreement shall not
be exercisable for any number of Optioned Shares in
excess of the number of Optioned Shares for which this
Agreement is then exercisable on the date of
termination of employment. For the purposes of
this Agreement, the continuous employment of the
Optionee with the Company shall not be deemed to have
been interrupted, and the Optionee shall not be deemed
to have ceased to be an employee of the Company, by
reason of the transfer of his employment among the
Company and its Subsidiaries or an approved leave of
absence.
7. ACCELERATION OF OPTION. In the event of a
Change of Control, the Option granted hereby
shall become immediately exercisable in full. For
purposes of this Agreement, "Change of Control" means
the occurrence of any of the following events:
(a) any "person," as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")
(other than the Company, any trustee or other
fiduciary holding securities under an employee benefit
plan of the Company or any company owned, directly or
indirectly, by the stockholders of Occidental in
substantially the same proportions as their ownership
of the Common Stock of Occidental), is or becomes after
the effective date of the Plan as provided in Section 16
of the Plan (the "Effective Date") the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of
Occidental (not including in the securities
beneficially owned by such person any securities
acquired
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directly from Occidental or its affiliates) representing
50 percent or more of the combined voting power of
Occidental's then-outstanding securities;
(b) during any period of two consecutive
years (not including any period prior to the
Effective Date), individuals who at the beginning of
such period constitute the Board, and any new
director (other than a director designated by a
person who has entered into an agreement
with the Company to effect a transaction described in
clause (a), (c), or (d) of this definition) whose
election by the Board or nomination for
election by Occidental's stockholders was approved by
a vote of at least two thirds (2/3) of the directors
then still in office who either were directors at the
beginning of the period or whose election or nomination
for election was previously so approved, cease for any
reason to constitute at least a majority of the
Board;
(c) the stockholders of Occidental
approve a merger or consolidation of Occidental
with any other corporation, other than (i) a merger or
consolidation that would result in the voting
securities of Occidental outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity), in
combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit
plan of the Company, at least 50 percent of the
combined voting power of the voting securities of
Occidental or such surviving entity outstanding
immediately after such merger or consolidation or (ii)
a merger or consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no person acquires more than
50 percent of the combined voting power of Occidental's
then-outstanding securities; or
(d) the stockholders of Occidental approve a
plan of complete liquidation of the Company or an
agreement for the sale or disposition of all or
substantially all of the Company's assets;
provided, however, that prior to the occurrence of any
of the events described in clauses (a) through (d)
above, the Board may determine that such event shall
not constitute a Change of Control for purposes of this
Agreement.
8. NO EMPLOYMENT CONTRACT. Nothing contained in
this Agreement shall confer upon the Optionee any
right with respect to continuance of employment by the
Company, nor limit or affect in any manner the right
of the Company to terminate the employment or adjust the
compensation of the Optionee.
9. TAXES AND WITHHOLDING. If the Company shall
be required to withhold any federal, state, local or
foreign tax in connection with the exercise of the
Option, the Optionee shall pay the tax or make
provisions that are satisfactory to the Company for
the payment thereof. The Optionee may elect to
satisfy all or any part of any such withholding
obligation by surrendering to the Company a portion
of the shares of Common Stock that are issued or
transferred to the Optionee upon the exercise of the
Option, and the shares of Common Stock so
surrendered by the Optionee shall be
4
<PAGE>
credited against any such withholding obligation at the
Fair Market Value per Share of such shares on the date
of such surrender; provided, however, if the Optionee
is subject to Section 16 of the Exchange Act, such
election shall be made in accordance with Rule 16b-3 and
subject to approval by the Committee if such approval is
then required by Rule 16b-3.
10. COMPLIANCE WITH LAW. The Company shall
make reasonable efforts to comply with all applicable
federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement,
the Option shall not be exercisable if the exercise
thereof would result in a violation of any such law.
11. ADJUSTMENTS. The Committee shall make
such adjustments in the Option Price and the number or
kind of shares of stock covered by the Option that the
Committee may in good faith determine to be required
in order to prevent dilution or expansion of the
Optionee's rights under this Agreement that otherwise
would result from (a) any stock dividend,
stock split, combination of shares,
recapitalization or other change in the capital
structure of the Company, or (b) any merger,
consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation or
other distribution of assets, issuance of warrants or
other rights to purchase securities, or any other
corporate transaction or event having an effect similar
to any of the foregoing; provided, however, that no
adjustment may be made without the prior written consent
of the Optionee if the adjustment would
constitute a "modification" within the meaning of
Section 424(h) of the Code or any successor provision
thereto. In the event of any such transaction or
event, the Committee may provide in substitution for
all or any portion of the Optionee's rights under this
Agreement such alternative consideration as the
Committee may in good faith determine to be
appropriate under the circumstances and may require the
surrender of all rights so replaced.
12. MANDATORY NOTICE OF DISQUALIFYING
DISPOSITION. Without limiting any other provision
hereof, the Optionee hereby agrees that if the
Optionee disposes (whether by sale, exchange, gift or
otherwise) of any of the Optioned Shares within two (2)
years of the Date of Grant or within one (1) year after
the transfer of such share or shares to the Optionee, the
Optionee shall notify Occidental of such disposition in
writing within thirty (30) days from the date of such
disposition. Such written notice shall state the
principal terms of such disposition, including
without limitation the date of such disposition and
the type and amount of the consideration received
for such share or shares by the Optionee in
connection therewith.
13. RELATION TO OTHER BENEFITS. Any economic or
other benefit to the Optionee under this Agreement
shall not be taken into account in determining any
benefits to which the Optionee may be entitled
under any profit-sharing, retirement or other
benefit or compensation plan maintained by the Company
and shall not affect the amount of any life insurance
coverage available to any beneficiary under any life
insurance plan covering employees of the Company.
5
<PAGE>
14. AMENDMENTS. Any amendment to the Plan shall
be deemed to be an amendment to this Agreement to the
extent that the amendment is applicable hereto;
provided, however, that no amendment shall adversely
affect the rights of the Optionee
under this Agreement without the Optionee's
consent.
15. SEVERABILITY. In the event that one or more
of the provisions of this Agreement shall be
invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be
deemed to be separable from the other provisions
hereof, and the remaining provisions hereof shall
continue to be valid and fully enforceable.
16. RELATION TO PLAN. This Agreement is subject
to the terms and conditions of the Plan. In the event
of any inconsistent provisions between this Agreement
and the Plan, the Plan shall govern. Capitalized
terms used herein without definition shall have the
meanings assigned to them in the Plan.
17. SUCCESSORS AND ASSIGNS. Without limiting
Section 4 hereof, the provisions of this Agreement
shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal
representatives and assigns of the Optionee, and the
successors and assigns of the Company.
18. GOVERNING LAW. The interpretation,
performance, and enforcement of this Agreement shall be
governed by the laws of the State of Delaware.
19. NOTICES. Any notice to the Company provided
for herein shall be given to its Secretary at 10889
Wilshire Boulevard, Los Angeles, California 90024, and
any notice to the Optionee shall be addressed to said
Optionee at his or her address currently on file with
the Company. Except as otherwise provided herein,
any written notice shall be deemed to be duly given
if and when delivered personally or deposited in the
United States mail, first class registered mail,
postage and fees prepaid, and addressed as aforesaid.
Any party may change the address to which notices are to
be given hereunder by written notice to the other
party as herein specified (provided that for this
purpose any mailed notice shall be deemed given on
the third business day following deposit on the same
in the United States mail).
IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed on its behalf by
its duly authorized officer and Optionee has also
executed this Agreement in duplicate, as of the day
and year first above written.
OCCIDENTAL PETROLEUM CORPORATION
By: __________________________
______________________________
Optionee
6
<PAGE>
EXHIBIT 99.3
OCCIDENTAL PETROLEUM CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
Name of Optionee: ___________________________________________
Date of Grant: ______________________________________________
Number of Optioned Shares: __________________________________
Option Price:1 ______________________________________________
Vesting Percentage: ________________ Percent
AGREEMENT (the "Agreement") made as of the Date of Grant by
and between OCCIDENTAL PETROLEUM CORPORATION, a Delaware
corporation (hereinafter called "Occidental," and,
collectively with its Subsidiaries, the "Company"), and
Optionee.
1. GRANT OF STOCK OPTION. Subject to and upon the
terms, conditions, and restrictions set forth in this
Agreement and in the Occidental Petroleum Corporation 1995
Incentive Stock Plan (the "Plan"), Occidental hereby grants
to the Optionee as of the Date of Grant a stock option (the
"Option") to purchase up to the number of Optioned Shares.
The Option may be exercised from time to time in accordance
with the terms of this Agreement. The Option is intended to
be a nonqualified stock option and shall not be treated as
an "incentive stock option" within the meaning of that term
under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or any successor provision thereto.
2. TERM OF OPTION. The term of the Option shall
commence on the Date of Grant and, unless earlier terminated
in accordance with Section 6 hereof, shall expire _____
(__)2 years from the Date of Grant.
- ----------------------------------
1 Not less than the Fair Market Value per Share on the
Date of Grant. If the Option Price is based upon an index,
(i) specify the index and the method for applying the index
to the initial Option Price, and (ii) specify that in no
event will the Option price be less than the Fair Market
Value per Share on the Date of the Grant.
2 Not greater than 10 years.
<PAGE>
3. RIGHT TO EXERCISE. Subject to the expiration or
earlier termination of the Option, on each anniversary of
the Date of Grant the number of Optioned Shares equal to the
Vesting Percentage multiplied by the initial number of
Optioned Shares specified in this Agreement shall become
exercisable on a cumulative basis until the Option is fully
exercisable. To the extent the Option is exercisable, it
may be exercised in whole or in part.
4. OPTION NONTRANSFERABLE. The Option granted hereby
shall be neither transferable nor assignable by the Optionee
other than by will or by the laws of descent and
distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee, or in the event of his
or her legal incapacity, by his or her guardian or legal
representative acting on behalf of the Optionee in a
fiduciary capacity under state law and court supervision.
5. NOTICE OF EXERCISE; PAYMENT. To the extent then
exercisable, the Option shall be exercised by oral or
written notice to Occidental stating the number of Optioned
Shares for which the Option is being exercised and the
intended manner of payment. Payment equal to the aggregate
Option Price of the Optioned Shares shall be (a) in cash in
the form of currency or check or other cash equivalent
acceptable to Occidental, (b) by actual or constructive
transfer to Occidental of nonforfeitable, nonrestricted
shares of Common Stock that have been owned by the Optionee
for (i) more than one year prior to the date of exercise and
for more than two years from the date on which the option
was granted, if they were originally acquired by the
Optionee pursuant to the exercise of an incentive stock
option, or (ii) more than six months prior to the date of
exercise, if they were originally acquired by the Optionee
other than pursuant to the exercise of an incentive stock
option, or (c) by any combination of the foregoing methods
of payment. Nonforfeitable, nonrestricted shares of Common
Stock that are transferred by the Optionee in payment of all
or any part of the Option Price shall be valued on the basis
of their Fair Market Value per Share. The requirement of
payment in cash shall be deemed satisfied if the Optionee
makes arrangements that are satisfactory to Occidental with
a broker that is a member of the National Association of
Securities Dealers, Inc. to sell a sufficient number of the
shares of Common Stock, which are being purchased pursuant
to the exercise, so that the net proceeds of the sale
transaction will at least equal the amount of the aggregate
Option Price, and pursuant to which the broker undertakes
to deliver to Occidental the amount of the aggregate Option
Price not later than the date on which the sale transaction
will settle in the ordinary course of business. The date of
such notice shall be the exercise date. Any oral notice of
exercise shall be confirmed in writing to Occidental before
the close of business the same day.
6. TERMINATION OF AGREEMENT. The Agreement and the
Option granted hereby shall terminate automatically and
without further notice on the earliest of the following
dates:
(a) Eighteen months after the Optionee ceases to
be an employee of the Company by reason of (i) termination
of employment under circumstances (other than
2
<PAGE>
retirement as described in (d)(ii) below determined by the
Board to be for the convenience of the Company or (ii) the
Optionee's permanent disability, if the Optionee becomes
permanently disabled while an employee of the Company;
(b) One year after the death of the Optionee if
the Optionee dies while an employee of the Company;
(c) Immediately upon the voluntary resignation of
the Optionee other than in connection with retirement as
provided in (d)(ii) below;
(d) Thirty calendar days after the Optionee
ceases to be an employee of the Company for any reason other
than (i) as described in Section 6(a), 6(b) or 6(c) hereof
or (ii) the Grantee's retirement under a retirement plan of
the Company at or after the earliest voluntary retirement
age provided for in such retirement plan or retirement at an
earlier age with the consent of the Board ; or
(e) Ten years from the Date of Grant.
In the event that the Optionee commits an act that the
Committee determines to have been intentionally committed
and materially inimical to the interests of the Company, the
Agreement shall terminate at the time of that determination
notwithstanding any other provision of this Agreement. This
Agreement shall not be exercisable for any number of
Optioned Shares in excess of the number of Optioned Shares
for which this Agreement is then exercisable on the date of
termination of employment. For the purposes of this
Agreement, the continuous employment of the Optionee with
the Company shall not be deemed to have been interrupted,
and the Optionee shall not be deemed to have ceased to be an
employee of the Company, by reason of the transfer of his
employment among the Company and its Subsidiaries or an
approved leave of absence.
7. ACCELERATION OF OPTION. In the event of a Change
of Control, the Option granted hereby shall become
immediately exercisable in full. For purposes of this
Agreement, "Change of Control" means the occurrence of any
of the following events:
(a) any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than the
Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any company
owned, directly or indirectly, by the stockholders of
Occidental in substantially the same proportions as their
ownership of the Common Stock of Occidental), is or becomes
after the effective date of the Plan as provided in Section
16 of the Plan (the "Effective Date") the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Occidental (not including in
the securities beneficially owned by such person any
securities acquired directly from Occidental or its
affiliates) representing 50 percent or more of the combined
voting power of Occidental's then-outstanding securities;
3
<PAGE>
(b) during any period of two consecutive years
(not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute
the Board, and any new director (other than a director
designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause
(a), (c), or (d) of this definition) whose election by the
Board or nomination for election by Occidental's
stockholders was approved by a vote of at least two thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease
for any reason to constitute at least a majority of the
Board;
(c) the stockholders of Occidental approve a
merger or consolidation of Occidental with any other
corporation, other than (i) a merger or consolidation that
would result in the voting securities of Occidental
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity),
in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan
of the Company, at least 50 percent of the combined voting
power of the voting securities of Occidental or such
surviving entity outstanding immediately after such merger
or consolidation or (ii) a merger or consolidation effected
to implement a recapitalization of the Company (or similar
transaction) in which no person acquires more than 50
percent of the combined voting power of Occidental's then-
outstanding securities; or
(d) the stockholders of Occidental approve a plan
of complete liquidation of the Company or an agreement for
the sale or disposition of all or substantially all of the
Company's assets;
provided, however, that prior to the occurrence of any of
the events described in clauses (a) through (d) above, the
Board may determine that such event shall not constitute a
Change of Control for purposes of this Agreement.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this
Agreement shall confer upon the Optionee any right with
respect to continuance of employment by the Company, nor
limit or affect in any manner the right of the Company to
terminate the employment or adjust the compensation of the
Optionee.
9. TAXES AND WITHHOLDING. If the Company shall be
required to withhold any federal, state, local or foreign
tax in connection with the exercise of the Option, the
Optionee shall pay the tax or make provisions that are
satisfactory to the Company for the payment thereof. The
Optionee may elect to satisfy all or any part of any such
withholding obligation by surrendering to the Company a
portion of the shares of Common Stock that are issued or
transferred to the Optionee upon the exercise of the Option,
and the shares of Common Stock so surrendered by the
Optionee shall be credited against any such withholding
obligation at the Fair Market Value per Share of such shares
on the date of such surrender; provided, however, if the
Optionee is subject to Section 16 of the Exchange Act, such
election shall be made in accordance with Rule
4
<PAGE>
16b-3 and subject to approval by the Committee if such
approval is then required by Rule 16b-3.
10. COMPLIANCE WITH LAW. The Company shall make
reasonable efforts to comply with all applicable federal and
state securities laws; provided, however, notwithstanding
any other provision of this Agreement, the Option shall not
be exercisable if the exercise thereof would result in a
violation of any such law.
11. ADJUSTMENTS. The Committee shall make such
adjustments in the Option Price and the number or kind of
shares of stock covered by the Option that the Committee may
in good faith determine to be required in order to prevent
dilution or expansion of the Optionee's rights under this
Agreement that otherwise would result from (a) any stock
dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of
the Company, or (b) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or
complete liquidation or other distribution of assets,
issuance of warrants or other rights to purchase securities,
or any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such
transaction or event, the Committee may provide in
substitution for all or any portion of the Optionee's rights
under this Agreement such alternative consideration as the
Committee may in good faith determine to be appropriate
under the circumstances and may require the surrender of all
rights so replaced.
12. RELATION TO OTHER BENEFITS. Any economic or other
benefit to the Optionee under this Agreement shall not be
taken into account in determining any benefits to which the
Optionee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained
by the Company and shall not affect the amount of any life
insurance coverage available to any beneficiary under any
life insurance plan covering employees of the Company.
13. AMENDMENTS. Any amendment to the Plan shall be
deemed to be an amendment to this Agreement to the extent
that the amendment is applicable hereto; provided, however,
that no amendment shall adversely affect the rights of the
Optionee under this Agreement without the Optionee's
consent.
14. SEVERABILITY. In the event that one or more of
the provisions of this Agreement shall be invalidated for
any reason by a court of competent jurisdiction, any
provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully
enforceable.
15. RELATION TO PLAN. This Agreement is subject to
the terms and conditions of the Plan. In the event of any
inconsistent provisions between this Agreement and the Plan,
the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them
in the Plan.
5
<PAGE>
16. SUCCESSORS AND ASSIGNS. Without limiting Section
4 hereof, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of
the Optionee, and the successors and assigns of the Company.
17. GOVERNING LAW. The interpretation, performance,
and enforcement of this Agreement shall be governed by the
laws of the State of Delaware.
18. NOTICES. Any notice to the Company provided for
herein shall be given to its Secretary at 10889 Wilshire
Boulevard, Los Angeles, California 90024, and any notice to
the Optionee shall be addressed to said Optionee at his or
her address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be
deemed to be duly given if and when delivered personally or
deposited in the United States mail, first class registered
mail, postage and fees prepaid, and addressed as aforesaid.
Any party may change the address to which notices are to be
given hereunder by written notice to the other party as
herein specified (provided that for this purpose any mailed
notice shall be deemed given on the third business day
following deposit on the same in the United States mail).
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed on its behalf by its duly
authorized officer and Optionee has also executed this
Agreement in duplicate, as of the day and year first above
written.
OCCIDENTAL PETROLEUM CORPORATION
By: ___________________________
_______________________________
Optionee
6
<PAGE>
EXHIBIT 99.4
OCCIDENTAL PETROLEUM CORPORATION
STOCK APPRECIATION RIGHTS AGREEMENT
Name of Grantee: ____________________________________________
Date of Grant: ______________________________________________
Number of Stock Appreciation Rights: ________________________
Base Price:1 ________________________________________________
Vesting Schedule:
Vesting Date Vesting Percentage
------------ ------------------
_________ _____
_________ _____
_________ _____
AGREEMENT (the "Agreement") made as of the Date of Grant by
and between OCCIDENTAL PETROLEUM CORPORATION, a Delaware
corporation (hereinafter called "Occidental," and, col-
lectively with its Subsidiaries, the "Company"), and
Grantee.
1. GRANT OF STOCK APPRECIATION RIGHTS. Subject to
and upon the terms, conditions, and restrictions set forth
in this Agreement and in the Occidental Petroleum
Corporation 1995 Incentive Stock Plan (the "Plan"),
Occidental hereby grants to Grantee as of the Date of Grant
the number of stock appreciation rights ("SARs") set forth
above. Each SAR entitles the Grantee, upon exercise thereof
in the manner and subject to the limitations described
below, to receive from the Company an amount equal to
_____%2 of the excess of the Fair Market Value per Share on
the exercise date over the Base Price (the "Spread"). The
SARs granted hereby are freestanding SARs and are not
granted in tandem with any stock option.
- ----------------------------------
1 Not less than the Fair Market Value per Share on the
Date of Grant.
2 Not greater than 100%.
<PAGE>
2. TERM OF SARS. The term of the SARs shall commence
on the Date of Grant and, unless earlier terminated in
accordance with Section 6 hereof, shall expire _____ (__)3
years from the Date of Grant.
3. RIGHT TO EXERCISE. Subject to the expiration or
earlier termination of the SARs, on each Vesting Date the
number of SARs equal to the Vesting Percentage multiplied by
the initial number of SARs specified in this Agreement shall
become exercisable on a cumulative basis until these SARs
are fully exercisable. SARs that are exercisable under this
Agreement may be exercised in whole on in part.
4. SARS NONTRANSFERABLE. The SARs granted hereby
shall be neither transferable nor assignable by Grantee
other than by will or by the laws of descent and
distribution and may be exercised, during the lifetime of
Grantee, only by Grantee, or in the event of his or her
legal incapacity, by his or her guardian or legal
representative acting on behalf of the Grantee in a
fiduciary capacity under state law and court supervision.
5. NOTICE OF EXERCISE; PAYMENT.
(a) To the extent then exercisable, SARs shall be
exercised by oral or written notice to Occidental stating
the number of SARs under this Agreement being exercised;
provided, however, that each exercise of an SAR hereunder
and each election by the Grantee as to the form of payment
hereunder may be made only during the period beginning on
the third business day following the date of each release by
Occidental for publication of a regular quarterly or annual
statement of sales and earnings and ending on the twelfth
business day following such date. The date of such notice
shall be the exercise date. Any oral notice of exercise
shall be confirmed in writing to Occidental before the close
of business the same day.
(b) The amount payable by Occidental upon the
exercise of an SAR shall be equal to the number of SARs
being exercised multiplied by _____% of the Spread. Such
amount shall be paid within _____ days of receipt by
Occidental of the written notice of exercise.
[(c) The amount payable shall be paid by
Occidental in its sole discretion, in cash, Common Stock, or
any combination thereof [; provided, however, that the
amount of cash shall not be less than _____% of the amount
payable].]
[(c) The amount payable shall be paid by
Occidental in cash, Common Stock, or any combination
thereof, as the Grantee shall direct in the written notice
of exercise. [The Committee, in its sole discretion may at
any time thereafter disapprove
- ---------------------------------
3 Not greater than 10 years.
2
<PAGE>
such election and direct that the Grantee receive such
amount entirely in cash or in whole shares of Common Stock
except for cash in lieu of any fractional shares.]]
[(c) The amount payable shall be paid by
Occidental entirely in cash.]
[(d) Any Common Stock provided in payment of the
SARs shall be valued at the Fair Market Value thereof on the
exercise date.]
6. TERMINATION OF AGREEMENT. The Agreement and the
SARs granted hereby shall terminate automatically and
without further notice on the earliest of the following
dates:
(a) Eighteen months after the Grantee ceases to
be an employee of the Company by reason of (i) termination
of employment under circumstances (other than retirement as
described in (d)(ii) below) determined by the Board to be
for the convenience of the Company or (ii) the Grantee's
permanent disability, if the Grantee becomes permanently
disabled while an employee of the Company;
(b) One year after the death of the Grantee if
the Grantee dies while an employee of the Company;
(c) Immediately upon the voluntary resignation of
the Grantee other than in connection with retirement as
provided in (d)(ii) below;
(d) Thirty calendar days after the Grantee ceases
to be an employee of the Company for any reason other than
(i) as described in Section 6(a), 6(b) or 6(c) hereof or
(ii) the Grantee's retirement under a retirement plan of the
Company at or after the earliest voluntary retirement age
provided for in such retirement plan or retirement at an
earlier age with the consent of the Board; or
(e) Ten years from the Date of Grant.
In the event that the Grantee commits an act that the
Committee determines to have been intentionally committed
and materially inimical to the interests of the Company, the
Agreement shall terminate at the time of that determination
notwithstanding any other provision of this Agreement. This
Agreement shall not be exercisable for any number of SARs in
excess of the number of SARs for which this Agreement is
then exercisable on the date of termination of employment.
For the purposes of this Agreement, the continuous
employment of the Grantee with the Company shall not be
deemed to have been interrupted, and the Grantee shall not
be deemed to have ceased to be an employee of the Company,
by reason of the transfer of his employment among the
Company and its Subsidiaries or an approved leave of
absence.
3
<PAGE>
7. ACCELERATION OF SARS. In the event of a Change of
Control, the SARs granted hereby shall become immediately
exercisable. For purposes of this Agreement, "Change of
Control" means the occurrence of any of the following
events:
(a) any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than the
Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any company
owned, directly or indirectly, by the stockholders of
Occidental in substantially the same proportions as their
ownership of the Common Stock of Occidental), is or becomes
after the effective date of the Plan as provided in Section
16 of the Plan (the "Effective Date") the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Occidental (not including in
the securities beneficially owned by such person any
securities acquired directly from Occidental or its
affiliates) representing 50 percent or more of the combined
voting power of Occidental's then-outstanding securities;
(b) during any period of two consecutive years
(not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute
the Board, and any new director (other than a director
designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause
(a), (c), or (d) of this definition) whose election by the
Board or nomination for election by Occidental's
stockholders was approved by a vote of at least two thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease
for any reason to constitute at least a majority of the
Board; or
(c) the stockholders of Occidental approve a
merger or consolidation of Occidental with any other
corporation, other than (i) a merger or consolidation that
would result in the voting securities of Occidental
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity),
in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan
of the Company, at least 50 percent of the combined voting
power of the voting securities of Occidental or such
surviving entity outstanding immediately after such merger
or consolidation or (ii) a merger or consolidation effected
to implement a recapitalization of the Company (or similar
transaction) in which no person acquires more than 50
percent of the combined voting power of Occidental's then-
outstanding securities; or
(d) the stockholders of Occidental approve a plan
of complete liquidation of the Company or an agreement for
the sale or disposition of all or substantially all of the
Company's assets;
provided, however, that prior to the occurrence of any of
the events described in clauses (a) through (d) above, the
Board may determine that such event shall not constitute a
Change of Control for purposes of this Agreement.
4
<PAGE>
8. NO EMPLOYMENT CONTRACT. Nothing contained in this
Agreement shall confer upon Grantee any right with respect
to continuance of employment by the Company, nor limit or
affect in any manner the right of the Company to terminate
the employment or adjust the compensation of Grantee.
9. TAXES AND WITHHOLDING. If the Company shall be
required to withhold any federal, state, local or foreign
tax in connection with the exercise of any SARs, the Grantee
shall pay the tax or make provisions that are satisfactory
to the Company for the payment thereof; provided, however,
that if the amount payable to the Grantee upon exercise is
payable, in whole or in part, in Common Stock, the Grantee
shall satisfy such withholding obligation by first
surrendering to the Company all or a portion of the shares
of Common Stock that are issued or transferred to the
Grantee upon the exercise of the SARs. Any shares of Common
Stock so surrendered by the Grantee shall be credited
against any such withholding obligation at the Fair Market
Value of such shares on the date of such surrender.
10. COMPLIANCE WITH LAW. The Company shall make
reasonable efforts to comply with all applicable federal and
state securities laws; provided, however, notwithstanding
any other provision of this Agreement, no SAR shall be
exercisable if the exercise thereof would result in a
violation of any such law.
11. ADJUSTMENTS. The Committee shall make such
adjustments in the Base Price and the number or kind of
shares of stock covered by the SARs that the Committee may
in good faith determine to be required to prevent any
dilution or expansion of the Grantee's rights under this
Agreement that otherwise would result from (a) any stock
dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of
the Company, or (b) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or
complete liquidation or other distribution of assets,
issuance of warrants or other rights to purchase securities,
or any other corporate transaction or event having an effect
similar to any of foregoing. In the event of any such
transaction or event, the Committee may provide in
substitution for any or all of the Grantee's rights under
this Agreement such alternative consideration as the
Committee may in good faith determine to be appropriate
under the circumstances and may require the surrender of all
rights so replaced.
12. RELATION TO OTHER BENEFITS. Any economic or other
benefit to the Grantee under this Agreement shall not be
taken into account in determining any benefits to which the
Grantee may be entitled under any profit-sharing, retirement
or other benefit or compensation plan maintained by the
Company and shall not affect the amount of any life
insurance coverage available to any beneficiary under any
life insurance plan covering employees of the Company.
13. AMENDMENTS. Any amendment to the Plan shall be
deemed to be an amendment to this Agreement to the extent
that the amendment is applicable hereto;
5
<PAGE>
provided, however, that no amendment shall adversely affect
the rights of the Grantee under this Agreement without the
Grantee's consent.
14. SEVERABILITY. In the event that one or more of
the provisions of this Agreement shall be invalidated for
any reason by a court of competent jurisdiction, any
provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully
enforceable.
15. RELATION TO PLAN. This Agreement is subject to
the terms and conditions of the Plan. In the event of any
inconsistent provisions between this Agreement and the Plan,
the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them
in the Plan.
16. SUCCESSORS AND ASSIGNS. Without limiting Section
4 hereof, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of
Grantee, and the successors and assigns of the Company.
17. GOVERNING LAW. The interpretation, performance,
and enforcement of this Agreement shall be governed by the
laws of the State of Delaware.
18. NOTICES. Any notice to the Company provided for
herein shall be given to its Secretary at 10889 Wilshire
Boulevard, Los Angeles, California 90024, and any notice to
Grantee shall be addressed to said Grantee at his or her
address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be
deemed to be duly given if and when delivered personally or
deposited in the United States mail, first class registered
mail, postage and fees prepaid, and addressed as aforesaid.
Any party may change the address to which notices are to be
given hereunder by written notice to the other party as
herein specified (provided that for this purpose any mailed
notice shall be deemed given on the third business day
following deposit on the same in the United States mail).
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed on its behalf by its duly
authorized officer and Grantee has also executed this
Agreement in duplicate, as of the day and year first above
written.
OCCIDENTAL PETROLEUM CORPORATION
By: ___________________________
_______________________________
Grantee
6
<PAGE>
EXHIBIT 99.5
OCCIDENTAL PETROLEUM CORPORATION
RESTRICTED STOCK AGREEMENT
(IMMEDIATE ISSUANCE OF SHARES)
Name of Grantee: ____________________________________________
Date of Grant: ______________________________________________
Number of shares of Restricted Stock: _______________________
Vesting Date: ________________
AGREEMENT (the "Agreement") made as of the Date of Grant by
and between OCCIDENTAL PETROLEUM CORPORATION, a Delaware
corporation (hereinafter called "Occidental," and,
collectively with its Subsidiaries, the "Company"), and
Grantee.
1. GRANT OF RESTRICTED STOCK. Subject to and upon
the terms, conditions, and restrictions set forth in this
Agreement and in the Occidental Petroleum Corporation 1995
Incentive Stock Plan (the "Plan"), Occidental hereby grants
to the Grantee as of the Date of Grant, the number of shares
of Restricted Stock set forth above. The Restricted Stock
shall be fully paid and nonassessable and shall be
represented by a certificate(s) registered in the name of
the Grantee and bearing a legend referring to the
restrictions hereinafter set forth.
2. RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK. The
shares of Restricted Stock may not be transferred, sold,
pledged, exchanged, assigned or otherwise encumbered or
disposed of by the Grantee, except to Occidental, until they
have become nonforfeitable in accordance with Section 3;
provided, however, that the Grantee's interest in the
Restricted Stock may be transferred at any time by will or
the laws of descent and distribution. Any purported
transfer, encumbrance or other disposition of the Restricted
Stock that is in violation of this Section 2 shall be null
and void, and the other party to any such purported
transaction shall not obtain any rights to or interest in
the Restricted Stock.
3. VESTING OF RESTRICTED STOCK. (a) The Restricted
Stock shall become nonforfeitable ______ (_____) years from
the Date of Grant, subject to the Grantee's remaining in the
continuous employ of the Company during that _____ year
period. For the purposes of this Agreement the continuous
employment of the Grantee with the Company shall not be
deemed to have been interrupted, and the Grantee shall not
be deemed to have ceased to be an employee of the Company,
by reason of the transfer of his employment among the
Company and its Subsidiaries or an approved leave of
absence.
<PAGE>
(b) Notwithstanding the provisions of Section
3(a), all of the shares of Restricted Stock shall (i)
immediately become nonforfeitable in the event of a Change
of Control, and (ii) become nonforfeitable on a pro rata
basis based upon the number of days of the vesting period
that have elapsed if the Grantee (A) dies or becomes
permanently disabled while in the employ of the Company, (B)
retires under a retirement plan of the Company at or after
the earliest voluntary retirement age provided for in such
retirement plan or retires at an earlier age with the
consent of the Committee, or (C) terminates employment for
the convenience of the Company.
4. FORFEITURE OF RESTRICTED STOCK. Subject to
Section 3(b), any shares of Restricted Stock that have not
theretofore become nonforfeitable shall be forfeited if the
Grantee ceases to be employed by the Company at any time
prior to the applicable vesting date. In the event of a
forfeiture, the certificate(s) representing the shares of
Restricted Stock shall be canceled.
5. DIVIDEND, VOTING AND OTHER RIGHTS. Except as
otherwise provided herein, the Grantee shall have all of the
rights of a stockholder with respect to the shares of
Restricted Stock, including the right to vote such shares
and receive any dividends that may be paid thereon;
provided, however, that any additional shares of Common
Stock or other securities that the Grantee may become
entitled to receive pursuant to a stock dividend, stock
split, combination of shares, recapitalization, merger,
consolidation, separation or reorganization or any other
change in the capital structure of Occidental shall be
subject to the same restrictions as the shares of Restricted
Stock.
6. RETENTION OF STOCK CERTIFICATE(S) BY OCCIDENTAL.
The certificate(s) representing the Restricted Stock shall
be held in custody by Occidental, together with a stock
power endorsed in blank by the Grantee with respect thereto,
until those shares have become nonforfeitable in accordance
with Section 3.
7. NO EMPLOYMENT CONTRACT. Nothing contained in this
Agreement shall confer upon the Grantee any right with
respect to continuance of employment by the Company, nor
limit or affect in any manner the right of the Company to
terminate the employment or adjust the compensation of the
Grantee.
8. TAXES AND WITHHOLDING. If the Company shall be
required to withhold any federal, state, local or foreign
tax in connection with the issuance or vesting of any
restricted or nonrestricted Common Stock or other securities
pursuant to this Agreement, the Grantee shall satisfy any
such withholding obligation by surrendering to the Company a
portion of the nonforfeitable shares of Common Stock that
are issued or transferred to the Grantee hereunder, and the
shares of Common Stock so surrendered by the Grantee shall
be credited against any such withholding obligation at the
Fair Market Value per Share of such shares on the date of
such surrender.
2
<PAGE>
9. COMPLIANCE WITH LAW. The Company shall make
reasonable efforts to comply with all applicable federal and
state securities laws; provided, however, notwithstanding
any other provision of this Agreement, the Company shall not
be obligated to issue any restricted or nonrestricted Common
Stock or other securities pursuant to this Agreement if the
issuance thereof would result in a violation of any such
law.
10. RELATION TO OTHER BENEFITS. Any economic or other
benefit to the Grantee under this Agreement shall not be
taken into account in determining any benefits to which the
Grantee may be entitled under any profit-sharing, retirement
or other benefit or compensation plan maintained by the
Company and shall not affect the amount of any life
insurance coverage available to any beneficiary under any
life insurance plan covering employees of the Company.
11. AMENDMENTS. Any amendment to the Plan shall be
deemed to be an amendment to this Agreement to the extent
that the amendment is applicable hereto; provided, however,
that no amendment shall adversely affect the rights of the
Grantee under this Agreement without the Grantee's consent.
12. SEVERABILITY. In the event that one or more of
the provisions of this Agreement shall be invalidated for
any reason by a court of competent jurisdiction, any
provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully
enforceable.
13. RELATION TO PLAN. This Agreement is subject to
the terms and conditions of the Plan. In the event of any
inconsistent provisions between this Agreement and the Plan,
the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them
in the Plan.
14. GOVERNING LAW. The interpretation, performance,
and enforcement of this Agreement shall be governed by the
laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed on its behalf by its duly
authorized officer and Grantee has also executed this
Agreement in duplicate, as of the day and year first above
written.
OCCIDENTAL PETROLEUM CORPORATION
By: ___________________________
3
<PAGE>
The undersigned Grantee hereby (i) acknowledges receipt
of an executed original of this Agreement and (ii) accepts
the right to receive the Common Stock or other securities
covered hereby, subject to the terms and conditions of the
Plan and the terms and conditions hereinabove set forth.
_________________________________
Grantee
Date: ___________________________
4
<PAGE>
EXHIBIT 99.6
OCCIDENTAL PETROLEUM CORPORATION
PERFORMANCE STOCK AGREEMENT
(DEFERRED ISSUANCE OF SHARES)
Name of Grantee: __________________________________________________
Date of Grant: ____________________________________________________
Number of Target Shares of Performance Stock: _____________________
Performance Period:1 From _______________ to _______________
AGREEMENT (the "Agreement") made as of the Date of Grant by and between
OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (hereinafter called
"Occidental," and, collectively with its Subsidiaries, the "Company"), and
Grantee.
1. GRANT OF PERFORMANCE STOCK. Subject to and upon the terms,
conditions, and restrictions set forth in this Agreement and in the Occidental
Petroleum Corporation 1995 Incentive Stock Plan (the "Plan"), Occidental hereby
grants to the Grantee as of the Date of Grant, the number of Target Shares of
Performance Stock set forth above. The Grantee shall have the right to receive
up to 175% of the number of the Target Shares of Performance Stock specified
above, subject to the terms of this Agreement.
2. RESTRICTIONS ON TRANSFER OF PERFORMANCE STOCK. The right to receive
Performance Stock may not be transferred, sold, pledged, exchanged, assigned or
otherwise encumbered or disposed of by the Grantee; provided, however, that the
Grantee's interest in the Performance Stock may be transferred at any time by
will or the laws of descent and distribution. Any purported transfer,
encumbrance or other disposition of the right to receive Performance Stock that
is in violation of this Section 2 shall be null and void, and the other party
to any such purported transaction shall not obtain any rights to or interest in
the Performance Stock.
3. PERFORMANCE OBJECTIVES. The Performance Objectives for the
Performance Period covered by this Agreement shall be peer company comparisons
based on Total Stockholder Return, as set forth on Exhibit I to this Agreement.
For purposes of this Agreement, the peer group companies are:
______________________________________________________________________________.
The attainment of the Performance Objectives shall not be deemed to have
occurred until so certified by the Committee.
- ----------------------------------
1 Not less than three years.
<PAGE>
4. VESTING AND FORFEITURE OF PERFORMANCE STOCK. (a) The Grantee's right
to receive Performance Stock shall become nonforfeitable based upon the level
of achievement of the Performance Objectives established for the Performance
Period covered by this Agreement, subject to the Grantee's remaining in the
continuous employ of the Company during the Performance Period. The extent to
which the Grantee's right to receive shares of Performance Stock becomes non-
forfeitable shall be determined based upon the attainment of the Performance
Objectives, not to exceed 175% of the number of Target Shares of Performance
Stock, rounded up to the nearest whole number of shares as set forth on
Exhibit I to this Agreement. In no event, however, shall the Grantee's right
to receive any shares of Performance Stock become nonforfeitable if Occidental
ranks last or second to last among its peers in Total Stockholder Return.
The remaining shares of Performance Stock shall be forfeited. For the
purposes of this Agreement the continuous employment of the Grantee with the
Company shall not be deemed to have been interrupted, and the Grantee shall
not be deemed to have ceased to be an employee of the Company, by reason
of the transfer of his employment among the Company and its Subsidiaries
or an approved leave of absence.
(b) Notwithstanding the provisions of Section 4(a), in the event of a
Change of Control prior to the end of the Performance Period, the Grantee's
right to receive the number of Target Shares of Performance Stock shall become
nonforfeitable. The right to receive additional shares of Performance Stock
shall be forfeited.
(c) Notwithstanding the provisions of Section 4(a), if, prior to the
end of the Performance Period, the Grantee dies or becomes permanently disabled
while in the employ of the Company, retires under a retirement plan of the
Company at or after the earliest voluntary retirement age provided for in such
retirement plan or retires at an earlier age with the consent of the Committee,
or terminates employment for the convenience of the Company, then (i) the
Grantee's right to receive shares of Performance Stock in excess of the number
of Target Shares shall immediately be forfeited, (ii) the Grantee's right to
receive shares of Performance Stock up to the number of Target Shares shall
immediately be forfeited on a pro rata basis based upon the number of days
remaining in the Performance Period, and (iii) Section 4(a) shall apply to
determine whether and to what extent the Grantee's right to receive the balance
of the Target Shares of Performance Stock shall become nonforfeitable,
determined as if the Grantee had remained employed with the Company throughout
the Performance Period. For purposes of clause (iii), the maximum possible
percentage of Target Shares listed on Exhibit I (175%) shall be reduced to
100%, and the other percentages listed on Exhibit I shall be reduced propor-
tionately.
5. PAYMENT OF AWARDS. The Common Stock covered by this Agreement or any
prorated portion thereof shall be issuable to the Grantee as promptly as
practicable after the end of the Performance Period or the Change of Control,
as the case may be.
6. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to each
of the Target Shares of Performance Stock (but not the additional shares)
covered by this
2
<PAGE>
Agreement, the Grantee shall be credited on the records of Occidental with an
amount (the "Dividend Equivalent") equal to the amount per share of any cash
dividends declared by the Board on the outstanding Common Stock during the
period beginning on the Date of Grant and ending with respect to any portion of
the Target Shares covered by this Agreement on the date on which the Grantee's
right to receive such portion becomes nonforfeitable, or, if earlier, the date
on which the Grantee forfeits the right to receive such portion. Occidental
shall pay in cash to the Grantee an amount equal to the Dividend Equivalents
credited to such Grantee as promptly as may be practicable after the Grantee
has been credited with a Dividend Equivalent.
7. ADJUSTMENTS. The Committee shall make such adjustments in the number
or kind of shares of stock covered by the Agreement that the Committee may in
good faith determine to be required in order to prevent dilution or expansion
of the Grantee's rights under this Agreement that otherwise would result from
(a) any stock dividend, stock split, combination of shares, recapitalization
or other change in the capital structure of the Company, or (b) any merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of warrants
or other rights to purchase securities, or any other corporate transaction or
event having an effect similar to any of foregoing. In the event of any
such transaction or event, the Committee may provide in substitution for all or
any portion of the Grantee's rights under this Agreement such alternative
consideration as the Committee may in good faith determine to be appropriate
under the circumstances and may require the surrender of all rights so re-
placed. In addition, the Committee shall make such adjustments to the compari-
son of the peer group companies as may, in the sole judgment of the Committee,
if necessary, to reflect changes in circumstances of members of the peer group.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon the Grantee any right with respect to continuance of employment by
the Company, nor limit or affect in any manner the right of the Company to
terminate the employment or adjust the compensation of the Grantee.
9. TAXES AND WITHHOLDING. If the Company shall be required to withhold
any federal, state, local or foreign tax in connection with the issuance of any
Common Stock or other securities or the payment of any other consideration
pursuant to this Agreement (other than the payment of Dividend Equivalents),
the Grantee shall satisfy all or any part of any such withholding obligation by
surrendering to the Company a portion of the shares of Common Stock that are
issued or transferred to the Grantee hereunder, and the shares of Common Stock
so surrendered by the Grantee shall be credited against any such withholding
obligation at the Fair Market Value per Share of such shares on the date of
such surrender.
10. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws; provided, how-
ever, notwithstanding any other provision of this Agreement, the Company shall
not be
3
<PAGE>
obligated to issue any Common Stock or other securities pursuant to this
Agreement if the issuance thereof would result in a violation of any such
law.
11. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Grantee under this Agreement shall not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company and
shall not affect the amount of any life insurance coverage available to any
beneficiary under any life insurance plan covering employees of the Company.
12. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the rights
of the Grantee under this Agreement without the Grantee's consent.
13. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of
competent jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
14. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions between
this Agreement and the Plan, the Plan shall govern. Capitalized terms used
herein without definition shall have the meanings assigned to them in the Plan.
15. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officer and Grantee has also executed
this Agreement in duplicate, as of the day and year first above written.
OCCIDENTAL PETROLEUM CORPORATION
By: ___________________________
4
<PAGE>
The undersigned Grantee hereby (i) acknowledges receipt of an executed
original of this Agreement and (ii) accepts the right to receive the Common
Stock or other securities covered hereby, subject to the terms and conditions
of the Plan and the terms and conditions hereinabove set forth.
_______________________________________
Grantee
Date: _________________________________
5
<PAGE>
EXHIBIT I
1995 OPC INCENTIVE STOCK PLAN
AWARD SCHEDULE FOR PERFORMANCE STOCK
% of Number of
Total Stockholder Target Shares of Performance If Number of Target
Return Stock that Become Shares is 1,000, Shares
Ranking vs. Peers Nonforfeitable earned is:
- -------------------- ---------------------------- -----------------------
1 175% 1,750
2 160% 1,600
3 145% 1,450
4-5 100% 1,000
6-7 50% 500
8-9 0% 0
