Occidental Petroleum 2003 Annual Report Download - page 137

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permanently disabled while in the employ of the Company, retires under a
Company-sponsored retirement plan or with the consent of the Company, or
terminates employment for the convenience of the Company (each of the foregoing,
a "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 these Terms and Conditions,
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
Deferral Program"). The administration of the Deferral 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 these Terms and Conditions 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 these Terms and Conditions 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. The Grantee is responsible for any federal, state,
local or foreign tax, including income tax, social insurance, payroll tax,
payment on account or other tax-related withholding with respect to the grant of
Restricted Share Units (including the grant, the vesting, the receipt of Common
Shares, the sale of Common Shares and the receipt of dividends or dividend
equivalents, if any). If the Company must withhold any tax in connection with
the issuance of any Common Shares or other securities or the payment of any
other consideration pursuant to the grant of Restricted Share Units (other than
the payment of Dividend Equivalents), this obligation shall be satisfied in
accordance with the provisions of the Deferral Program. If the Company must
withhold any tax in connection with granting or vesting of Restricted Share
Units or the payment of Dividend Equivalents pursuant to this grant of
2
Restricted Share Units, the Grantee by acknowledging these Terms and Conditions
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 wages or other cash compensation (including regular pay). The
Grantee shall pay to the Company any amount that cannot be satisfied by the
means previously described.
8. COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply
with all applicable federal, state and foreign securities laws; however, the
Company will not issue any Common Shares or other securities pursuant to these