Occidental Petroleum 2003 Annual Report Download - page 122

4.6.
Savings Plan Restoration Contribution. "Savings Plan Restoration
Contribution" means the amount credited to a Participant's Savings Plan
Restoration Account pursuant to Section 4.6.
SEDCP. "SEDCP" means the Occidental Petroleum Corporation Senior
Executive Deferred Compensation Plan under which certain Company executives
deferred compensation.
SEDCP Deferral Account. "SEDCP Deferral Account" means the account
maintained on the books of account of the Company for certain Participants
pursuant to Article IV to account for amounts deferred under the SEDCP.
Termination Benefit. "Termination Benefit" means the payment to a
Participant of the value of the Participant's Deferral Accounts pursuant to
Section 5.1 on account of the Participant's termination of employment other than
due to Retirement, Disability or death.
Termination Event. "Termination Event" means any of the following:
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(a) Approval by the stockholders of the Company (or, if no
stockholder approval is required, by the Board) of the dissolution or
liquidation of the Company, other than in the context of a transaction that
does not constitute a Termination Event under clause (b) below;
(b) Consummation of a merger, consolidation, or other
reorganization, with or into, or the sale of all or substantially all of
the Company's business and/or assets as an entirety to, one or more
entities that are not subsidiaries or other affiliates of the Company (a
"Business Combination"), unless (i) as a result of the Business
Combination, more than 50% of the outstanding voting power of the surviving
or resulting entity or a parent thereof (the "Successor Entity")
immediately after the Business Combination is, or will be, owned, directly
or indirectly, by holders of the Company's voting securities immediately
before the Business Combination; (ii) no "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
from time (the "Exchange Act")), excluding the Successor Entity or any
employee benefit plan of the Company and any trustee or other fiduciary
holding securities under a Company employee benefit plan or any person
described in and satisfying the conditions of Rule 13d-1(b)(i) of the
Exchange Act (an "Excluded Person"), beneficially owns, directly or
indirectly, more than 20% of the outstanding shares or the combined voting
power of the outstanding voting securities of the Successor Entity, after
giving effect to the Business Combination, except to the extent that such
ownership existed prior to the Business Combination; and (iii) at least 50%
of the members of the board of directors of the entity resulting from the
Business Combination were members of the Board at the time of the execution
of the initial agreement or of the action of the Board approving the
Business Combination;
(c) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act, but excluding any Excluded Person) is or becomes
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding voting
securities, other than as a result of (i) an acquisition directly from the
Company; (ii) an acquisition by the Company; or (iii) an acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or a Successor Entity; or
(d) During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted the Board cease