Occidental Petroleum 2005 Annual Report Download - page 151

EXHIBIT 10.65
OCCIDENTAL PETROLEUM CORPORATION
2005 LONG-TERM INCENTIVE PLAN
PERFORMANCE-BASED STOCK AWARD TERMS AND CONDITIONS
(deferred issuance of shares)
DATE OF GRANT: January 1, 2006
TARGET PERFORMANCE SHARES: See “Shares Granted/Awarded”
(Grant Acknowledgment screen)
PERFORMANCE PERIOD: January 1, 2006 through December 31, 2009
These Terms and Conditions (these “Terms and Conditions”) are set forth as of the Date of Grant between OCCIDENTAL PETROLEUM
CORPORATION, a Delaware corporation ("Occidental") and, with its subsidiaries, (the "Company"), and Grantee.
1. GRANT OF TARGET PERFORMANCE SHARES. In accordance with these Terms and Conditions and the Occidental Petroleum Corporation
2005 Long-Term Incentive Plan, as the same may be amended from time to time (the "Plan"), Occidental grants to the Grantee as of the
Date of Grant, the right to receive in Common Shares and cash up to 200% of the number/value of Target Performance Shares. For the
purposes of these Terms and Conditions, “Target Performance Shares” means a bookkeeping entry that records the equivalent of Common
Shares awarded pursuant to Section 4.2 of the Plan that is payable upon the achievement of the Performance Goals. Target Performance
Shares are not Common Shares and have no voting rights or, except as stated in Section 6, dividend rights.
2. RESTRICTIONS ON TRANSFER. Neither these Terms and Conditions nor any right to receive Common Shares or cash pursuant to these
Terms and Conditions may be transferred or assigned by the Grantee other than (i) to a beneficiary designated on a form approved by the
Company (if permitted by local law), by will or, if the Grantee dies without designating a beneficiary of a valid will, by the laws of descent and
distribution, or (ii) pursuant to a domestic relations order, if applicable, (if approved or ratified by the Administrator).
3. PERFORMANCE GOALS. The Performance Goal for the Performance Period is based on (i) Return on Assets and (ii) a peer company
comparison based on Total Shareholder Return, as set forth on Exhibit 1.
For the purposes of these Terms and Conditions, “Return on Assets” means the percentage obtained by (A) multiplying the sum of the
before tax earnings for each year in the Performance Period of Occidental Chemical Corporation (“OxyChem”) by 0.65 and (B) dividing the
resulting product by the sum of such division’s Assets as of December 31 for each year in the Performance Period. For the purposes of the
foregoing sentence, “Assets” generally will reflect all acquisitions, divestitures and write-downs during the Performance Period. Total
Shareholder Return shall be calculated for each peer company using the average of its last reported sale price per share of common stock on
the New York Stock Exchange - Composite Transactions for the last ten trading days of December 2005 and the average of its last reported
sale price per share of common stock on the New York Stock Exchange - Composite Transactions for the last ten trading days of 2009. In
addition to the Company, the peer companies are: Amerada Hess Corporation, Anadarko Petroleum Corporation, Apache Corporation,
Chevron Corporation, ConocoPhillips, Devon Energy Corporation, Exxon Mobil Corporation and Kerr-McGee Corporation. If a peer company
ceases to be a publicly-traded
ex1065-200510k.htm