Occidental Petroleum 2003 Annual Report Download - page 140

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EXHIBIT 10.46
OCCIDENTAL PETROLEUM CORPORATION
2001 INCENTIVE COMPENSATION PLAN
PERFORMANCE-BASED STOCK AWARD TERMS AND CONDITIONS
(DEFERRED ISSUANCE OF SHARES)
DATE OF GRANT: JANUARY 1, 2004
TARGET PERFORMANCE SHARES: SEE "SHARES GRANTED/AWARDED"
(GRANT ACKNOWLEDGMENT SCREEN)
PERFORMANCE PERIOD: JANUARY 1, 2004 THROUGH DECEMBER 31, 2007
These 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
Grantee.
1. GRANT OF TARGET PERFORMANCE SHARES. 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 in Common Shares up to
200% of the number of Target Performance Shares. For the purposes of these Terms
and Conditions, "Target Performance Shares" means a bookkeeping entry that
records the equivalent of Common Shares awarded pursuant to Section 4.2 of the
Plan that is payable upon the achievement of the Performance Goals. Target
Performance Shares are not Common Shares and have no voting rights or, except as
stated in Section 6, dividend rights.
2. RESTRICTIONS ON TRANSFER. Neither these Terms and Conditions nor any right
to receive Common Shares pursuant to these Terms and Conditions 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 of 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. PERFORMANCE GOALS. The Performance Goal for the Performance Period is a
peer company comparison based on Total Shareholder Return, as set forth on
Exhibit 1. Total Shareholder Return shall be calculated for each peer company
using the average of its last reported sale price per share of common stock on
the New York Stock Exchange - Composite Transactions for the last ten trading
days of 2003 and the average of its last reported sale price per share of common
stock on the New York Stock Exchange - Composite Transactions for the last ten
trading days of 2007. In addition to the Company, the peer companies are:
Amerada Hess Corporation, Anadarko Petroleum Corporation, Burlington Resources
Inc., ChevronTexaco Corp., ConocoPhillips, Kerr-McGee Corporation, and Unocal
Corporation. If a peer company ceases to be a publicly-traded company at any
time during the Performance Period or the Administrator determines pursuant to
Section 7 of these Terms and Conditions to reflect a change in circumstances
with respect to any peer company, then such company will be removed as a peer
company and the achievement of the Performance Goal will be determined with
respect to the remaining peer companies as set forth on Exhibit 1.
4. VESTING AND FORFEITURE OF COMMON SHARES. (a) The Grantee must remain in the
continuous employ of the Company through the last day of the Performance Period
to receive
2004 PSA - OPC
Common Shares. The continuous employment of the Grantee will not be deemed to