Occidental Petroleum 2003 Annual Report Download - page 145

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EXHIBIT 10.47
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 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 based
on (i) Return on Assets and (ii) a peer company comparison based on Total
Shareholder Return, as set forth on Exhibit 1.
For the purposes of these Terms and Conditions, "Return on Assets" means
the percentage obtained by (A) multiplying the sum of the before tax earnings
for each year in the Performance Period of the division of the Company employing
the Grantee by 0.65 and (B) dividing the resulting product by the sum of such
division's Assets as of December 31 for each year in the Performance Period. For
the purposes of the foregoing sentence, "Assets" will reflect all acquisitions,
divestitures and write-downs during the Performance Period. For the purposes of
these Terms and Conditions, 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
2004 PSA - OCC
company at any time during the Performance Period or the Administrator