Occidental Petroleum 2005 Annual Report Download - page 135

3. VESTING AND FORFEITURE OF RESTRICTED SHARE UNITS. (a) Subject to Sections 3(b) and (c), on each anniversary of the Date of Grant
the amount of Restricted Share Units indicated above in the Vesting Schedule for such anniversary will vest and become non-forfeitable if the
Grantee remains in the continuous employ of the Company through such Date. The projected Vesting Schedule with the number of
Restricted Share Units vesting on each anniversary is shown on the Grant Detail screen (from Grant Summary page, click “View Detail &
History”). 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.
(b) Notwithstanding Section 3(a), if the Grantee dies or becomes permanently disabled (as defined in the Deferral Program) while in
the employ of the Company, retires with the consent of the Company, or terminates employment for the convenience of the Company (each
of the foregoing, a “Vesting Event”), then Restricted Share Units that have not vested prior to the date of the Vesting Event will become fully
vested and nonforfeitable as of such date.
(c) Notwithstanding Section 3(a), if a Change in Control Event occurs prior to the end of the Vesting Schedule, all of the Restricted
Share Units that have not yet vested shall immediately become fully vested and nonforfeitable.
4. DEFERRAL OF COMMON SHARE PAYOUT. By accepting these Terms and Conditions, the Grantee has agreed that the receipt of the
Common Shares will be deferred in accordance with the terms and conditions of the Deferral Program. The administration of the Deferral
Program is governed by the Executive Compensation and Human Resources Committee, whose decision on all matters shall be final. The
deferral of receipt of any Common Shares upon the vesting of the Restricted Share Units is irrevocable and cannot be changed or canceled.
As a result of the deferral, no Common Shares will be issued pursuant to these Terms and Conditions upon the vesting of the Restricted
Share Units, and the Restricted Share Units will continue to be recorded as a bookkeeping entry.
5. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number of Restricted Share Units 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 until the shares vest, or, if earlier, up to the date on which the
Grantee forfeits all or any portion of the Restricted Share Units. Until the Restricted Share Units have vested, 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. Once the Restricted Share Units have vested, Dividend Equivalents will be credited and paid
pursuant to the Deferral Program.
6. 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.
7. 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 Restricted Share Units (including the grant, the
vesting, the receipt of Common Shares, the sale of Common Shares and the receipt of
2