Occidental Petroleum 2001 Annual Report Download - page 95

terminated pursuant to clauses 5(a) or 5(b) below, at the earlier of (i) the
date as of which Phase I or Phase II is terminated pursuant to clause 5(d)
below, or (ii) July 1, 2003, Employee shall commence the final phase of his
relationship hereunder, hereinafter referred to as "Phase III," as a consultant
for the period of time specified in the Consulting Agreement (the "Consulting
Agreement") attached hereto as Annex I. Notwithstanding the foregoing, Phase III
and the Consulting Agreement shall be and become null and void ab initio if
Employee fails to deliver a signed copy of the Consulting Agreement, in
conformity with the form attached hereto in all material respects, to Employer
within ten (10) days after the Phase III commencement date, in which event
Employer shall have no obligation whatsoever to Employee under this Agreement or
the Consulting Agreement.
(d) Compliance with Company Policies. In performing all duties and
services hereunder, Employee shall comply with Employer's Code of Business
Conduct and Corporate Policies, as the same may be amended from time to time.
2
(e) Change of Duties and Services. Employer may change or alter the
duties and services of Employee at any time as it may from time-to-time elect in
its sole discretion, and in such event Employee shall serve in such other
capacity and perform such other duties and services for Employer or any of the
subsidiaries of Employer or any corporation affiliated with Employer as Employer
may direct.
2. Compensation. For the services performed hereunder during Phase I and
Phase II, Employee shall be compensated by Employer at the rate of six hundred
sixty thousand dollars ($660,000) per annum, payable semimonthly. Annual bonus
awards, if any, during Phases I and II shall be at Employer's sole discretion.
Compensation during Phase III shall be only such compensation as may be
specified in the Consulting Agreement.
3. Participation in Benefit Programs. During Phases I and II only, (a)
Employee shall be eligible to participate in all benefits programs under the
same terms and conditions as are generally applicable to salaried employees and
senior executives of Employer during the term of this Agreement. At the earlier
of, (x) the date of Employee's death, or (y) June 30, 2003, all unvested award
incentives held by Employee shall become vested and exercisable pursuant to
their terms, provided, however, that the specific amounts of each of Employee's
performance stock awards shall be determined according to the terms and on the
dates specified in each such award.
4. Exclusivity of Services. During Phases I, II and III, Employee shall
not render paid or unpaid services on a self-employed basis or to any other
employer without Employer's prior written consent.
5. Termination.
(a) Employer Termination for Cause. During Phases I and II,
notwithstanding the term of this Agreement, Employer may discharge Employee and
terminate this Agreement, without severance or other pay, upon one week's
written notice (or pay in lieu of such notice) for cause, including without
limitation, (i) failure to satisfactorily perform his duties or responsibilities
hereunder or gross negligence in complying with Employer's legal obligations,
(ii) refusal to carry out any lawful order of Employer, (iii) breach of any
legal duty to Employer, (iv) breach of Section 4 of this Agreement, or (v)
conduct constituting moral turpitude or conviction of a crime which may diminish
Employee's ability to effectively act on the Employer's behalf or with or on
behalf of others. In the event of termination hereunder, Employer would not be
obligated or expected to enter into the next phase under this Agreement or the
Consulting Agreement.
3