Occidental Petroleum 2001 Annual Report Download - page 110

EXHIBIT 10.41
OCCIDENTAL PETROLEUM CORPORATION
2001 INCENTIVE COMPENSATION PLAN
PERFORMANCE-BASED STOCK AGREEMENT
(DEFERRED ISSUANCE OF SHARES)
NAME OF GRANTEE: ____________________________________________________
DATE OF GRANT: ______________________________________________________
TARGET PERFORMANCE SHARES: __________________________________________
PERFORMANCE 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 TARGET PERFORMANCE 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 right to receive in Common Shares up to 200% of the
number of Target Performance Shares. For the purposes of this Agreement, Target
Performance Shares means a bookkeeping entry that records the equivalent of
Common Shares awarded pursuant to Section 4.2 of the Plan that is payable upon
the achievement of the Performance Goals.
2. RESTRICTIONS ON TRANSFER. Neither this Agreement nor any right to receive
Common Shares pursuant to this Agreement may 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 of 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).
3. PERFORMANCE GOALS. The Performance Goal for the Performance Period is a
peer company comparison based on Total Stockholder Return, as set forth on
Exhibit I. In addition to the Company, the peer companies are: Anadarko
Petroleum Corporation, Burlington Resources Inc., Conoco, Inc., Georgia Gulf
Corporation, Kerr-McGee Corporation, Lyondell Petrochemical Company, Phillips
Petroleum Corporation, and Unocal Corporation. If a peer company ceases to be a
publicly-traded company at any time during the Performance Period or the
Administrator determines pursuant to Section 7 of this Agreement to reflect a
change in circumstances with respect to any peer company, then such company will
be removed as a peer company and the achievement of the Performance Goal will be
determined with respect to the remaining peer companies as set forth on Exhibit
1.
4. VESTING AND FORFEITURE OF COMMON SHARES. (a) The Grantee must remain in the
continuous employ of the Company through the last day of the Performance Period
to receive Common Shares. 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.
However, 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
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 the number of Target Performance Shares upon which
the Grantee's award is based will be reduced on a pro rata basis based upon the
number of days remaining in the Performance Period following the date of the
Forfeiture Event.
(b) The Grantee's right to receive Common Shares in an amount not to
exceed 200% of the Target Performance Shares, rounded up to the nearest whole