Occidental Petroleum 2005 Annual Report Download - page 136

dividends or dividend equivalents, if any). If the Company must withhold any tax in connection with the issuance of any Common Shares or
other securities or the payment of any other consideration pursuant to the grant of Restricted Share Units (other than the payment of
Dividend Equivalents), this obligation shall be satisfied in accordance with the provisions of the Deferral Program. If the Company must
withhold any tax in connection with granting or vesting of Restricted Share Units or the payment of Dividend Equivalents pursuant to this
grant of Restricted Share Units, 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.
8. 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.
9. RELATION TO OTHER BENEFITS. The benefits received by the Grantee under these Terms and Conditions will not be taken into account
or treated as normal salary or compensation 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 Company, or as part of the calculation of any
severance, resignation, termination, redundancy or end of service payments. This grant of Restricted Share Units does not create any
contractual or other right to receive future grants of Restricted Share Units, or benefits in lieu of Restricted Share Units, even if the Grantee
has a history of receiving Restricted Share Units or other stock awards.
10. ADJUSTMENTS. The number or kind of shares of stock covered by this Restricted Share Unit Award may be adjusted as the
Administrator determines pursuant to 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 change in the capital structure of Occidental, or any
merger, consolidation, spin-off, liquidation or other corporate transaction or event having a similar effect. If any such adjustment occurs, the
Company will give the Grantee written notice of the adjustment containing an explanation of the nature of the adjustment.
11. 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 or the Deferral Program will be deemed to be an amendment to these Terms and Conditions to the extent it is
applicable to these Terms and Conditions or the deferrals made pursuant to these Terms and Conditions; however, except to the extent
necessary to comply with applicable law, no amendment will adversely affect the rights of the Grantee under these Terms and Conditions
without the Grantee's consent.
12. SEVERABILITY. If one or more of the provisions of these Terms and Conditions is invalidated for any reason by a court of competent
jurisdiction, the invalidated provisions shall be deemed to be separable from the other provisions of these Terms and Conditions, and the
remaining provisions of these Terms and Conditions will continue to be valid and fully enforceable.
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