Occidental Petroleum 2005 Annual Report Download - page 130

termination of the Plan for future deferrals. The Executive Compensation and Human Resources Committee of the Board may amend the
Plan to (a) ensure that this Plan complies with the requirements of Section 409A of the Code for deferral of taxation on compensation
deferred hereunder until the time of distribution and (b) add provisions for changes to deferral elections and elections as to time and manner
of distributions and other changes that comply with the requirements of Section 409A of the Code for the deferral of taxation on deferred
compensation until the time of distribution. The Committee appointed pursuant to Article III, in its discretion, may amend the Plan if the
Committee determines that such amendment does not significantly increase or decrease Plan benefits or costs. Notwithstanding the
foregoing, except for any amendment required to preserve the deferral of taxation of amounts deferred under this Plan, no amendment shall
(a) reduce the amounts that have been credited to the Deferral Account(s) of any Participant prior to the date such amendment is adopted or
(b) change the definition of the Declared Rate set forth in Article II to a rate or to a formula that, as of the last day of the month preceding the
date such amendment is adopted, produces a rate that is less than the lesser of (i) Moody’s Plus Three (as defined in Article II and calculated
as of the last day of the month preceding the date such amendment is adopted) or (ii) the highest yield on any unsecured debt or preferred
stock of the Company that was outstanding on the last day of the month immediately preceding the date such amendment is adopted. Any
amendment that would either (a) reduce the Declared Rate to a rate or to a formula that, as of the last day of the month preceding the date
such amendment is adopted, produces a rate that is less than Moody’s Plus Three (as defined in Article II and calculated as of the last day of
the month preceding the date such amendment is adopted) or (b) change the terms of the amendment provisions of this Section 8.1 or the
terms of the termination provisions of Section 8.2, shall not be effective prior to the date that is two years after the date such amendment is
adopted, unless the amendment is required by a change in the tax or other applicable laws or accounting rules, or the amendment is
required in order to preclude any amounts deferred under this Plan from being included in the income of Participants prior to a date of
distribution as specified under this Plan. Notwithstanding the foregoing, following a Termination Event, no amendment shall (a) reduce the
amounts that have been credited to the Deferral Account(s) of any Participant prior to the date such amendment is adopted, (b) change the
definition of the Declared Rate set forth in Article II to a rate or to a formula that, as of the last day of the month preceding the date of the
Termination Event, produces a rate that is less than Moody’s Plus Three (as defined in Article II and calculated as of the last day of the month
preceding the date of the Termination Event), or (c) change the terms of the amendment provisions of this Section 8.1 or the terms of the
termination provisions of Section 8.2.
8.2 Termination.
(a) Company’s Right to Terminate. The Board may terminate the Plan at any time, if in the Board’s judgment, the
continuance of the Plan would not be in the Company’s best interest due to tax, accounting or other effects thereof, or potential payouts
thereunder, or other reasons, provided that any termination of the Plan shall not be effective prior to the date that is two years after the date
the Board adopts a resolution to terminate the Plan, unless (i) the termination of the Plan is required by a change in the tax or other
applicable laws or accounting rules, or (ii) the Participants have become subject to tax on the amounts deferred under the Plan.
Notwithstanding the foregoing, following a Termination Event, the Plan may not be terminated prior to the date that is three years after the
date the Termination Event occurs, or, if earlier, the
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