Occidental Petroleum 2001 Annual Report Download - page 111

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share, will be based and become nonforfeitable upon, the Administrator's
certification of the attainment of the Performance Goals.
(c) For the purposes of Section 4(b), if prior to the end of the
Performance Period, the Grantee transfers his employment among the Company and
its affiliates, the number of Common Shares attained by the Grantee shall be
determined by assessing the level of achievement of the Performance Goals
certified by the Administrator for each employing entity and multiplying the
number of Target Performance Shares attainable at such level by a fraction equal
to the number of months in the Performance Period that the Grantee worked for
the entity divided by the total number of months in the Performance Period. (d)
Notwithstanding Section 4(b), if a Change in Control Event occurs prior to the
end of the Performance Period, the Grantee's right to receive Common Shares
equal to the number of Target Performance Shares (as adjusted for any Forfeiture
Event pursuant to Section 4(a)) will become nonforfeitable. The right to receive
Common Shares in excess of the number of Target Performance Shares (as adjusted
for any Forfeiture Event pursuant to Section 4(a)) will be forfeited.
5. PAYMENT OF AWARDS. The Common Shares covered by this Agreement or any
prorated portion thereof shall be issued to the Grantee as promptly as
practicable after the Administrator's certification of the attainment of the
Performance Goals or the Change in Control Event, as the case may be.
6. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number
of Target Performance Shares listed above, the Grantee will be credited on the
books and 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 Shares during the period beginning on the Date of Grant and
ending with respect to any portion of the Target Performance 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 will 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. (a) The number or kind of shares of stock covered by this
Agreement may be adjusted as the Administrator determines pursuant to Section
6.2 of the Plan in order to prevent dilution or expansion of the Grantee's
rights under this Agreement as a result of events such as stock dividends, stock
splits or other changes in the capital structure of Occidental, or any merger,
consolidation, spin-off, liquidation or other corporate transaction having a
similar effect. If any such adjustment occurs, the Company will give the Grantee
written notice of the adjustment.
2
(b) In addition, the Administrator may adjust the Performance Goal or
other features of this Grant as permitted by Section 4.2.3 of the Plan.
8. 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.
9. TAXES AND WITHHOLDING. If the Company must withhold any federal, state,
local or foreign tax in connection with the issuance of any Common Shares 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 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.
10. COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply