Occidental Petroleum 2005 Annual Report Download - page 153

Compensation Plan to defer receipt of any Common Shares and cash to which Grantee may be entitled following certification of the
attainment of the Performance Goals.
6. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number of Target Performance Shares 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 during the period beginning on the Date of Grant and ending
with respect to any portion of the Target Performance Shares covered by these Terms and Conditions on the date on which the Grantee's
right to receive such portion becomes nonforfeitable, or, if earlier, the date on which the Grantee forfeits the right to receive such portion.
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.
7. ADJUSTMENTS. (a) The number or kind of shares of stock covered by these Terms and Conditions 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 changes in the capital structure of Occidental, or any
merger, consolidation, spin-off, liquidation or other corporate transaction having a similar effect. If any such adjustment occurs, the Company
will give the Grantee written notice of the adjustment.
(b) In addition, the Administrator may adjust the Performance Goal or other features of this Grant as permitted by Section 4.2.3 of
the Plan.
8. 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.
9. 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 Target Performance Shares (including the grant,
the vesting, the receipt of Common Shares or cash, the sale of Common Shares and the receipt of dividends or dividend equivalents, if any).
If the Company must withhold any tax in connection with the issuance of any Common Shares or the payment of cash or any other
consideration pursuant to the grant of Target Performance Shares (other than the payment of Dividend Equivalents), the Grantee shall
satisfy all or any part of any such withholding obligation first from any cash amount payable under these Terms and Conditions and, second
by surrendering to the Company a portion of the Common Shares that are issued or transferred to the Grantee pursuant to these Terms and
Conditions. Any Common Shares so surrendered by the Grantee shall be credited against the Grantee’s withholding obligation at their
Certification Date Value. If the Company must withhold any tax in connection with granting or vesting of Target Performance Shares
(including those for which receipt of the payout is deferred under a company-sponsored deferral program for cash or stock) or the payment of
Dividend Equivalents pursuant to this grant of Target Performance Shares, 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.
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