Occidental Petroleum 2001 Annual Report Download - page 107

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EXHIBIT 10.40
OCCIDENTAL PETROLEUM CORPORATION
2001 INCENTIVE COMPENSATION PLAN
RESTRICTED COMMON SHARE AGREEMENT
(IMMEDIATE ISSUANCE OF SHARES)
NAME OF GRANTEE: ____________________________________________________
DATE OF GRANT: ______________________________________________________
RESTRICTED COMMON SHARES: ___________________________________________
RESTRICTED PERIOD: __________________________________________________
AGREEMENT (this "Agreement") made as of the Date of Grant between OCCIDENTAL
PETROLEUM CORPORATION, a Delaware corporation ("Occidental") and, with its
subsidiaries, (the "Company"), and Grantee.
1. GRANT OF RESTRICTED COMMON SHARES. In accordance with this Agreement and
the Occidental Petroleum Corporation 2001 Incentive Compensation Plan, as
amended from time to time (the "Plan"), Occidental grants to the Grantee as of
the Date of Grant, the number of Restricted Common Shares set forth above. The
Restricted Common Shares are fully paid and nonassessable. The Restricted Common
Shares will be represented by one or more certificates registered in the name of
the Grantee and bearing a legend referring to the restrictions in this
Agreement.
2. RESTRICTIONS ON TRANSFER. Until they have become nonforfeitable as provided
in Section 3, the Restricted Common Shares may not be transferred or assigned by
the Grantee other than (i) to a beneficiary designated on a form approved by the
Company, by will or, if the Grantee dies without designating a beneficiary or a
valid will, by the laws of descent and distribution, or (ii) pursuant to a
domestic relations order (if approved or ratified by the Administrator). A
transfer or disposition of the Restricted Common Shares other than as permitted
by this Section 2 will be null and void and the other party to the transaction
will not obtain any rights to or interest in the Restricted Common Shares.
3. VESTING AND FORFEITURE OF RESTRICTED COMMON SHARES. (a) Subject to Sections
3(b) and (c), the Grantee must remain in the continuous employ of the Company
through the last day of the Restricted Period for the Restricted Common Shares
to become nonforfeitable. Except as so provided, the Restricted Common Shares
shall be forfeited as of the date the Grantee ceases to be an employee of the
Company. The continuous employment of the Grantee will not be deemed to have
been interrupted by reason of the transfer of the Grantee's employment among the
Company and its affiliates or an approved leave of absence.
(b) Notwithstanding Section 3(a), if prior to the end of the Restricted
Period, the Grantee dies or becomes permanently disabled while in the employ of
the Company, retires under a Company-sponsored retirement plan or with the
consent of the Company, or terminates employment for the convenience of the
Company (each of the foregoing, a "Forfeiture Event"), then Restricted Common
Shares will become nonforfeitable on a pro rata basis based upon the number of
days that have elapsed in the Restricted Period up to the date of the Forfeiture
Event.
(c) Notwithstanding Section 3(a), if a Change in Control Event occurs
prior to the end of the Restricted Period, all of the Restricted Common Shares
shall immediately become nonforfeitable.
4. DIVIDEND, VOTING AND OTHER RIGHTS. Except as otherwise provided in this
Agreement, the Grantee has all of the rights of a stockholder with respect to
the Restricted Common Shares, including the right to vote such shares and to