Occidental Petroleum 2006 Annual Report Download - page 116

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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 shall be
adjusted as the Administrator determines pursuant to Section 7.2 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 5.2.3 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 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.
10. 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.
11. RELATION TO OTHER BENEFITS. The benefits received by the Grantee under these Terms and Conditions will
not be taken into account 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. Additionally, the
Target Performance Shares are not part of normal or expected compensation or salary for any purposes, including, but not
limited to, calculation of any
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