Occidental Petroleum 2005 Annual Report Download - page 152

company at any time during the Performance Period or the Administrator determines pursuant to Section 7 of these Terms and Conditions to
reflect a change in circumstances with respect to any peer company, then such company will be removed as a peer company and the
achievement of the Performance Goal will be determined with respect to the remaining peer companies as set forth on Exhibit 1.
4. VESTING AND FORFEITURE OF TARGET PERFORMANCE SHARES. (a) The Grantee must remain in the continuous employ of the
Company through the last day of the Performance Period to receive payment of this award. 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. However, if, prior to the end of the Performance Period, the Grantee dies or becomes permanently disabled 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 “Forfeiture Event”), then the number of Target Performance Shares upon which the Grantee's award is based will be
reduced on a pro rata basis based upon the number of days remaining in the Performance Period following the date of the Forfeiture Event.
(b) The Grantee's right to receive payment of this award in an amount not to exceed 200% of the Target Performance Shares,
rounded up to the nearest whole share, will be based and become nonforfeitable upon, the Administrator’s certification of the attainment of
the Performance Goals.
(c) For the purposes of Section 4(b), if prior to the end of the Performance Period, the Grantee transfers his employment among the
Company and its affiliates, the amount of the award attained by the Grantee shall be determined by assessing the level of achievement of
the Performance Goals certified by the Administrator for each employing entity and multiplying the number of Target Performance Shares
attainable at such level by a fraction equal to the number of months in the Performance Period that the Grantee worked for the entity divided
by the total number of months in the Performance Period.
(d) Notwithstanding Section 4(b), if a Change in Control Event occurs prior to the end of the Performance Period, the Grantee's right
to receive Common Shares equal to the number of Target Performance Shares (as adjusted for any Forfeiture Event pursuant to Section
4(a)) will become nonforfeitable. The right to receive cash in excess of the number of Target Performance Shares (as adjusted for any
Forfeiture Event pursuant to Section 4(a)) will be forfeited.
5. PAYMENT OF AWARDS; ELECTIVE DEFERRAL. Up to and including 100% of the Target Performance Shares as adjusted pursuant to
Sections 4 and 7 of these Terms and Conditions will be settled in Common Shares and the amount, if any, above 100% of the Target
Performance Shares as so adjusted will be settled in cash. The cash payment will equal the closing price of the Common Shares on the
New York Stock Exchange on the date of the Administrator’s certification (the “Certification Date Value”) of the attainment of the Performance
Goals and will be paid as promptly as possible after such date. The Common Shares covered by these Terms and Conditions or any prorated
portion thereof shall be issued to the Grantee as promptly as practicable after the Administrator's certification of the attainment of the
Performance Goals or the Change in Control Event, as the case may be. Notwithstanding the foregoing, the Grantee may elect pursuant to
the Occidental Petroleum Corporation 2005 Deferred Stock Program and the Occidental Petroleum Corporation 2005 Deferred
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