Occidental Petroleum 2002 Annual Report Download - page 144

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"Vesting Event"), then Restricted Share Units that have not vested prior to the
date of the Vesting Event will become fully vested and nonforfeitable as of such
date.
(c) Notwithstanding Section 3(a), if a Change in Control Event occurs
prior to the end of the Vesting Schedule, all of the Restricted Share Units that
have not yet vested shall immediately become fully vested and nonforfeitable.
4. DEFERRAL OF COMMON SHARE PAYOUT. By accepting this Restricted Share Unit
Agreement, the Grantee has agreed that the receipt of the Common Shares will be
deferred in accordance with the terms and conditions of the Occidental Petroleum
Corporation Deferred Stock Program as such Program may be amended from time to
time. The administration of the Deferred Stock Program is governed by the
Executive Compensation and Human Resources Committee, whose decision on all
matters shall be final. The deferral of receipt of any Common Shares upon the
vesting of the Restricted Share Units is irrevocable and cannot be changed or
canceled. As a result of the deferral, no Common Shares will be issued pursuant
to this Agreement upon the vesting of the Restricted Share Units, and the
Restricted Share Units will continue to be recorded as a bookkeeping entry.
5. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number
of Restricted Share Units 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 until the shares vest, or, if earlier, up to the date
on which the Grantee forfeits all or any portion of the Restricted Share Units.
Until the Restricted Share Units have vested, 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.
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 Share Units or other securities or the payment of Dividend
Equivalents pursuant to this Agreement, the Grantee by executing the Agreements
agrees that, so long as the Grantee is an employee of the Company for tax
purposes, all or any part of any such withholding obligation shall be deducted
from the Grantee's regular pay.
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 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. This grant of
Restricted Share Units does not create any contractual or other right to receive
future grants of Restricted Share Units, or benefits in lieu of Restricted Share
Units, even if Grantee has a history of receiving Restricted Share Units or
other stock awards.
10. AMENDMENTS. Any amendment to the Plan or the Deferred Stock Program will be
deemed to be an amendment to this Agreement to the extent it is applicable to
this Agreement or the deferrals made pursuant to this Agreement; however, no
amendment will adversely affect the rights of the Grantee under this Agreement
without the Grantee's consent.