Occidental Petroleum 2001 Annual Report Download - page 108

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receive any dividends that may be paid thereon. However, any additional Common
Shares or other securities that the Grantee may become entitled to receive
pursuant to a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, or reorganization or any other change
in the capital structure of Occidental will be subject to the same restrictions
contained in this Agreement as the Restricted Common Shares.
5. RETENTION OF STOCK CERTIFICATE(S) BY OCCIDENTAL. The certificate or
certificates representing the Restricted Common Shares shall be held in custody
by Occidental, together with a stock power endorsed in blank by the Grantee with
respect thereto, until the Restricted Common Shares have become nonforfeitable
in accordance with Section 3. Certificates with respect to any Restricted Common
Shares that are forfeited will be cancelled, and, if applicable a new
certificate for any nonforfeitable Restricted Common Shares represented by a
cancelled certificate will be issued.
6. NO EMPLOYMENT CONTRACT. Nothing in this Agreement confers upon the Grantee
any right with respect to continued employment by the Company, nor limits in any
manner the right of the Company to terminate the employment or adjust the
compensation of the Grantee.
7. TAXES AND WITHHOLDING. If the Company must withhold any federal, state,
local or foreign tax in connection with the issuance or vesting of the
Restricted Common Shares or other securities pursuant to this Agreement, the
Grantee shall satisfy all or any part of any such withholding obligation by
surrendering to the Company a portion of the Restricted Common Shares that are
issued or transferred to the Grantee pursuant to this Agreement. Any Common
Shares so surrendered by the Grantee shall be credited against the Grantee's
withholding obligation at their Fair Market Value on the date of surrender to
the Company.
8. COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply
with all applicable federal and state securities laws; however, the Company will
not issue any Restricted Common Shares or other securities pursuant to this
Agreement if their issuance would result in a violation of any such law.
9. RELATION TO OTHER BENEFITS. The benefits received by the Grantee under this
Agreement will 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, including the amount of
any life insurance coverage available to any beneficiary of the Grantee under
any life insurance plan covering employees of the Company.
10. AMENDMENTS. Any amendment to the Plan will be deemed to be an amendment to
this Agreement to the extent it is applicable to this Agreement; however, no
amendment will adversely affect the rights of the Grantee under this Agreement
without the Grantee's consent.
2
11. SEVERABILITY. If one or more of the provisions of this Agreement is
invalidated for any reason by a court of competent jurisdiction, the invalidated
provisions shall be deemed to be separable from the other provisions of this
Agreement, and the remaining provisions of this Agreement will continue to be
valid and fully enforceable.
12. RELATION TO PLAN; INTERPRETATION. 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 provisions of the Plan control. Capitalized
terms used in this Agreement without definition have the meanings assigned to
them in the Plan. References to Sections are to Sections of this Agreement
unless otherwise noted.
13. SUCCESSORS AND ASSIGNS. Subject to Sections 2 and 3, the provisions of this
Agreement shall be for the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of the Grantee, and the