Occidental Petroleum 2003 Annual Report Download - page 147

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Section 6.2 of the Plan in order to prevent dilution or expansion of the
Grantee's rights under these Terms and Conditions as a result of events such as
stock dividends, stock splits or other changes in the capital structure of
Occidental, or any merger, consolidation, spin-off, liquidation or other
corporate transaction having a similar effect. If any such adjustment occurs,
the Company will give the Grantee written notice of the adjustment.
(b) In addition, the Administrator may adjust the Performance Goal or
other features of this Grant as permitted by Section 4.2.3 of the Plan.
8. 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.
9. 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
Target Performance Shares (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 the payment of any other
consideration pursuant to the grant of Target Performance Shares (other than the
payment of Dividend Equivalents), the Grantee shall satisfy all or any part of
any such withholding obligation by surrendering to the Company a portion of the
Common Shares (or other securities) that are issued or transferred to the
Grantee pursuant to these Terms and Conditions. Any Common Shares (or other
securities) so surrendered by the Grantee shall be credited against the
Grantee's withholding obligation at their Fair Market Value on the date of
surrender to the Company. If the Company must withhold any tax in connection
with granting or vesting of Target Performance Shares or the payment of Dividend
Equivalents pursuant to this grant of Target Performance Shares 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.
10. 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
Terms and Conditions if their issuance would result in a violation of any such
law.
11. RELATION TO OTHER BENEFITS. The benefits received by the Grantee under
these Terms and Conditions will not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit sharing,
retirement or other benefit or compensation plan maintained by the Company,
including the amount of any life insurance coverage available to any beneficiary
of the Grantee under any life insurance plan covering employees of the
3
Company. Additionally, the Target Performance Shares are not part of normal or
expected compensation or salary for any purposes, including, but not limited to
calculation of any severance, resignation, termination, redundancy, end of
service payments, bonuses or long-service awards. This grant of Target
Performance Shares does not create any contractual or other right to receive
future grants of Target Performance Shares, or benefits in lieu of Target
Performance Shares, even if Grantee has a history of receiving Target
Performance Shares or other stock awards.
12. AMENDMENTS. The Plan may be modified, amended, suspended or terminated by
the Company at any time, as provided in the Plan. Any amendment to the Plan will
be deemed to be an amendment to these Terms and Conditions to the extent it is