Occidental Petroleum 2003 Annual Report Download - page 123

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to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's stockholders, of each new Board
member was approved by a vote of at least two-thirds (2/3) of the Board
members then still in office who were Board members at the beginning of
such period (including for these purposes, new members whose election or
nomination was so approved), but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a person other than the Board.
6
(e) Notwithstanding the foregoing, a Termination Event shall not
occur if, prior to the Termination Event, the Executive Compensation and
Human Resources Committee of the Board deems such an event to not be a
Termination Event for the purposes of this Plan.
Years of Service. "Years of Service" means the number of full years
credited to a Participant under the Retirement Plan for vesting purposes.
ARTICLE III
ADMINISTRATION OF THE PLAN
A Committee shall be appointed by the Board to administer the Plan and
establish, adopt, or revise such rules and regulations as the Committee may deem
necessary or advisable for the administration of the Plan and to interpret the
provisions of the Plan, and, except as otherwise indicated herein, any such
interpretations shall be conclusive and binding. All decisions of the Committee
shall be by vote of at least two of the Committee members and shall be final.
The Committee may appoint any agent and delegate to such agent such powers and
duties in connection with the administration of the Plan as the Committee may
from time to time prescribe.
Members of the Committee shall be eligible to participate in the Plan
while serving as members of the Committee, but a member of the Committee shall
not vote or act upon any matter which relates solely to such member's interest
in the Plan as a Participant.
7
ARTICLE IV
PARTICIPATION
4.1 Election to Participate.
(a) Deferral Elections. An Eligible Employee may elect to participate
in the Plan and elect to defer annual Base Salary and/or Bonus under the Plan by
filing a completed and fully executed Deferral Election Form prior to the
beginning of the Plan Year during which such Base Salary and Bonus are to be
earned or at such other time as the Committee may permit. Deferral Election
Forms must be filed in accordance with the instructions set forth in the
Deferral Election Forms.
Various deferral options will be made available to Eligible Employees
under the Plan, subject to such limitations and conditions as the Committee may
impose from time to time, in its complete and sole discretion. A Deferral
Election Form filed for the Plan Year beginning January 1, 2003, or for any
subsequent Plan Year shall be effective for Base Salary and/or Bonus to be
earned during that Plan Year and shall remain in effect for that Plan Year and
subsequent Plan Years, notwithstanding any change in the Participant's Base
Salary or Bonus, until changed or terminated in accordance with the terms of