Occidental Petroleum 2014 Annual Report Download - page 110

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2. Purchase Price. The purchase price per share of Common Stock purchasable pursuant to the exercise of this Option shall
be the purchase price per share set forth above, which has been determined to be equal to the Fair Market Value of a share of Common
Stock at the Date of Grant. For all purposes of these Terms and Conditions, the Fair Market Value of a share of Common Stock shall
be determined in accordance with the provisions of the Plan.
3. Vesting of Option. The Grantee cannot exercise the Option until the right to exercise has vested. The Grantee will become
vested in the aggregate number of shares of Common Stock offered by this Option as determined under the vesting schedule set forth
above, provided the Grantee remains in the employ of, or a service provider to, the Company until each applicable Vesting Date. 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. Notwithstanding the foregoing:
(a) if, prior to the final Vesting Date, the Grantee dies, becomes permanently disabled while in the employ of the
Company and terminates employment as a result thereof, retires with the written consent of the Company, or terminates
employment without cause (as determined by the Company) for the convenience of the Company (each of the foregoing, a
“Forfeiture Event”), then the unvested portion of this Option will be reduced on a pro rata basis based upon the number
obtained by (i) multiplying the aggregate number of shares of Common Stock offered by this Option by a fraction, the
numerator of which is the number of days between the Date of Grant and the Forfeiture Event, and the denominator of which is
the number of days between the Date of Grant and the final Vesting Date, and (ii) subtracting from the product the number of
shares of Common Stock with respect to which this Option became vested and exercisable prior to the Forfeiture Event. This
Option shall become vested and exercisable with respect to such pro rata unvested shares of Common Stock offered by this
Option as of the date of the Forfeiture Event, and this Option shall cease to be exercisable as of such date with respect to any
other shares of Common Stock offered under this Option that have not become vested and exercisable on or prior to such date;
and
(b) if a Change in Control occurs prior to the final Vesting Date and the Grantee’s employment is terminated by the
Company on or after the date of such event and as a result of such event, then this Option shall become fully vested and
exercisable as of the date of such termination of employment unless, prior to the occurrence of the Change in Control, the
Committee, as provided in Section 7.1 of the Plan, determines that such event will not accelerate the vesting and exercisability
of this Option. Any such determination by the Committee is binding on the Grantee.
If the Grantee terminates employment voluntarily or the Grantee’s employment is terminated for cause (as determined by the
Company) before the final Vesting Date, then the Grantee shall forfeit the portion of this Option that has not become vested and
exercisable prior to the Grantee’s termination date.