Occidental Petroleum 2003 Annual Report Download - page 133

is required by a change in the tax or other applicable laws or accounting rules.
Notwithstanding the foregoing, following a Termination Event, no amendment
shall: (a) reduce the amounts that have been credited to the Deferral Account(s)
of any Participant prior to the date such amendment is adopted, (b) eliminate
the spousal survivor benefit under Section 5.3, (c) change the definition of the
Declared Rate set forth in Article II to a rate or to a formula that, as of the
last day of the month preceding the date of the Termination Event, produces a
rate that is less than Moodys Plus Three (as defined in Article II and
calculated as of the last day of the month preceding the date of the Termination
Event), or (d) change the terms of the amendment provisions of this Section 8.1
or the terms of the termination provisions of Section 8.2.
8.2 Termination.
(a) Company's Right to Terminate. The Board may terminate the Plan at
any time, if in the Board's judgment, the continuance of the Plan would not be
in the Company's best interest due to tax, accounting or other effects thereof,
or potential payouts thereunder, provided that any termination of the Plan shall
not be effective prior to the date that is two years after the date the Board
adopts a resolution to terminate the Plan, unless the termination of the Plan is
required by a change in the tax or other applicable laws or accounting rules.
Notwithstanding the foregoing, following a Termination Event, the Plan may not
be terminated prior to the date that is three years after the date the
Termination Event occurs. In the event the Board adopts a
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resolution terminating the Plan, the Board or the Committee shall determine the
date as of which all deferral elections shall cease to apply so that no further
Base Salary or Bonus shall be deferred under the Plan.
(b) Payments Upon Termination. Upon any termination of the Plan under
this Section 8.2, the Board or Committee shall determine the date or dates of
Plan distributions to the Participants, which date or dates shall not be later
than the date or dates on which the Participants or their Beneficiaries would
otherwise receive benefits hereunder.
ARTICLE IX
MISCELLANEOUS
9.1 Unsecured General Creditor. The rights of a Participant, Beneficiary,
or their heirs, successors, and assigns, as relates to any Company promises
hereunder, shall not be secured by any specific assets of the Company, nor shall
any assets of the Company be designated as attributable or allocated to the
satisfaction of such promises.
9.2 Trust Fund. The Company shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, the Company may establish
one or more trusts, with such trustees as the Board or Committee may approve,
for the purpose of providing for the payment of such benefits. Such trust or
trusts may be irrevocable, but the assets thereof shall be subject to the claims
of the Company's creditors. To the extent any benefits provided under the Plan
are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.
9.3 Nonassignability.
(a) Neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, or interest therein which are, and
all rights to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments,