Occidental Petroleum 2001 Annual Report Download - page 96

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(b) Employer Termination for Incapacity. If, during Phase I or Phase
II, Employee is incapacitated from performing the essential functions of his job
pursuant to this Agreement by reason of illness, injury or disability, Employer
may terminate this Agreement by at least one (1) week's written notice to
Employee, but only in the event that such conditions shall aggregate not less
than one hundred eighty (l80) days during any twelve (12) month period. In the
event Employee shall (i) continue to be incapacitated subsequent to termination
for incapacity pursuant to this clause 5(b), and (ii) be a participant in and
shall qualify for benefits under Employer's Long Term Disability Plan ("LTD"),
then Employer will continue to compensate Employee, for so long as Employee
remains eligible to receive LTD benefits, in an amount equal to the difference
between sixty percent (60%) of Employee's annual base salary as set forth in
Section 2 hereof and the maximum annual benefit under the LTD, payable monthly
on a prorated basis. 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.
(c) Employer Termination Without Cause. At any time during Phase I or
Phase II, Employer may in its sole discretion terminate the employment of
Employee without cause (or designate a termination for cause as a termination
without cause), and in such event Employer shall, in lieu of continued
employment, compensate Employee at the rate and in the manner provided in
Paragraph 2 hereof through June 30, 2003 (the "Compensation Period"). During the
Compensation Period, Employee shall continue to be eligible to (i) participate
in all employee benefit plans of Employer, in which he is participating at the
time of the notice and so long as such plans are available to salaried employees
and senior executives, and (ii) exercise all stock options previously granted to
Employee under Employer's Stock Option and Incentive Stock Plans, which options
are or become exercisable under the provisions of such Plans. Phase III under
the Consulting Agreement shall commence effective on July 1, 2003.
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) Employee Termination. During Phase I or Phase II, Employee may
resign at any time upon thirty (30) days' written notice, which notice period
Employer may shorten in its sole discretion. In the event that Employee gives
such notice, Employee shall not be entitled to any compensation or severance
benefits, but Phase III shall commence in accordance with clause 1(c) above.
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.
4
6. Confidential Information.
(a) Non-Disclosure of Information. Employee agrees that he will not
divulge to any person, nor use to the detriment of Employer or any of its
affiliates or subsidiaries, nor use in any business or process of manufacture
competitive with or similar to any business or process of manufacture of
Employer or any of its affiliates or subsidiaries, at any time during employment
by Employer or thereafter, any trade secrets or confidential information
obtained during the course of his employment with Employer, without first
obtaining the written consent of Employer (which consent shall not be
unreasonably withheld to the extent any disclosure by Employee is required by
applicable law or regulation or applicable order of any court or governmental
agency).