Occidental Petroleum 2003 Annual Report Download - page 146

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 Common Shares. 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.
However, if, prior to the end of the Performance Period, the Grantee dies or
becomes 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 "Forfeiture Event"), then the number of Target Performance Shares upon which
the Grantee's award is based will be reduced on a pro rata basis based upon the
number of days remaining in the Performance Period following the date of the
Forfeiture Event.
(b) The Grantee's right to receive Common Shares in an amount not to
exceed 200% of the Target Performance Shares, rounded up to the nearest whole
share, will be based and become nonforfeitable upon, the Administrator's
certification of the attainment of the Performance Goals.
(c) For the purposes of Section 4(b), if prior to the end of the
Performance Period, the Grantee transfers his employment among the Company and
its affiliates, the number of Common Shares attained by the Grantee shall be
determined by assessing the level of achievement of the Performance Goals
certified by the Administrator for each employing entity and multiplying the
number of Target Performance Shares attainable at such level by a fraction equal
to the number of months in the Performance Period that the Grantee worked for
the entity divided by the total number of months in the Performance Period.
(d) Notwithstanding Section 4(b), if a Change in Control Event occurs
prior to the end of the Performance Period, the Grantee's right to receive
Common Shares equal to the number of Target Performance Shares (as adjusted for
any Forfeiture Event pursuant to Section 4(a)) will become nonforfeitable. The
right to receive Common Shares in excess of the number of Target Performance
Shares (as adjusted for any Forfeiture Event pursuant to Section 4(a)) will be
forfeited.
5. PAYMENT OF AWARDS. The Common Shares covered by these Terms and Conditions
or any prorated portion thereof shall be issued to the Grantee as promptly as
practicable after the Administrator's certification of the attainment of the
Performance Goals or the Change in Control Event, as the case may be.
6. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number
of Target Performance Shares 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 during the period beginning on the Date of Grant and
ending with respect to any portion of the Target Performance Shares covered by
these Terms and Conditions on the date on which the Grantee's right to receive
such portion becomes nonforfeitable, or, if earlier, the date on which
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the Grantee forfeits the right to receive such portion. 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.
7. ADJUSTMENTS. (a) The number or kind of shares of stock covered by these
Terms and Conditions may be adjusted as the Administrator determines pursuant to