Occidental Petroleum 2006 Annual Report Download - page 127

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. . (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. . 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.
6. . With respect to the number of Target Performance
Shares listed above, the Grantee will be credited on the books and records
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