Occidental Petroleum 2003 Annual Report Download - page 136

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EXHIBIT 10.45
OCCIDENTAL PETROLEUM CORPORATION
2001 INCENTIVE COMPENSATION PLAN
RESTRICTED SHARE UNIT AWARD
TERMS AND CONDITIONS
(MANDATORY DEFERRED ISSUANCE OF SHARES)
Date of Grant: December 8, 2003
Number of Restricted
Share Units: See "Shares Granted/Awarded" (Grant Acknowledgment
screen)
Vesting Schedule: 1st Anniversary 20 Percent of Restricted Share Units
2nd Anniversary 20 Percent of Restricted Share Units
3rd Anniversary 20 Percent of Restricted Share Units
4th Anniversary 20 Percent of Restricted Share Units
5th Anniversary 20 Percent of Restricted Share Units
The following TERMS AND CONDITIONS (these "Terms and Conditions") are set forth
as of the Date of Grant between OCCIDENTAL PETROLEUM CORPORATION, a Delaware
corporation ("Occidental") and, with its subsidiaries, (the "Company"), and the
Eligible Employee receiving this Award (the "Grantee").
1. GRANT OF RESTRICTED SHARE UNITS. In accordance with these Terms and
Conditions and the Occidental Petroleum Corporation 2001 Incentive Compensation
Plan, as amended from time to time (the "Plan"), Occidental grants to the
Grantee as of the Date of Grant, the right to receive, at the end of the
Deferral Period (as defined below) in accordance with Grantee's distribution
election, Common Shares equal to the number of Restricted Share Units (as
defined below) that vest according to the schedule set forth above. For the
purposes of these Terms and Conditions, (a) "Deferral Period" means the period
commencing on the date the Restricted Share Units vest and ending on the earlier
of the date the Grantee retires under a Company-sponsored retirement plan or the
date the Grantee's employment with the Company terminates for any other reason,
and (b) "Restricted Share Unit" means a bookkeeping entry equivalent to a whole
or fractional Common Share. Restricted Share Units are not shares and have no
voting rights or, except as stated in Section 5, dividend rights.
2. RESTRICTIONS ON TRANSFER. Neither these Terms and Conditions, the
Restricted Share Units nor the right to receive Common Shares may be transferred
or assigned by the Grantee other than (i) to a beneficiary designated on a form
approved by the Company (if permitted by local law), by will or, if the Grantee
dies without designating a beneficiary or a valid will, by the laws of descent
and distribution, or (ii) pursuant to a domestic relations order, if applicable,
(if approved or ratified by the Administrator).
3. VESTING AND FORFEITURE OF RESTRICTED SHARE UNITS. (a) Subject to Sections
3(b) and (c), on each anniversary of the Date of Grant the amount of Restricted
Share Units indicated above in the Vesting Schedule for such anniversary will
vest and become non-forfeitable if the Grantee remains in the continuous employ
of the Company through such Date. The projected Vesting Schedule with the number
of Restricted Share Units vesting on each anniversary is shown on the Grant
Detail screen (from Grant Summary page, click "View Detail & History").
DEC 2003 RSU
The continuous employment of the Grantee will not be deemed to have been
interrupted by reason of the transfer of the Grantee's employment among the
Company and its affiliates or an approved leave of absence.
(b) Notwithstanding Section 3(a), if the Grantee dies or becomes