Occidental Petroleum 2014 Annual Report Download - page 111

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4. Exercise of Option. Subject to the earlier expiration of this Option pursuant to Section 5, the vested portion of this Option
may be exercised, by written notice to OXY at its principal executive office addressed to the attention of its corporate secretary (or
such other officer, employee or designee of the Company as OXY may designate from time to time), at any time and from time to time
after the Date of Grant but prior to the Expiration Time (as defined below). The notice must specify that this Option (or a portion
thereof) is being exercised and the number of shares with respect to which this Option is being exercised. This Option may only be
exercised as provided in these Terms and Conditions and in accordance with such rules and regulations as may, from time to time, be
adopted by the Committee. The exercise of this Option shall be deemed effective upon receipt by OXY of the notice and payment
described herein. As soon as practicable after the effective exercise of this Option, and upon satisfaction of all applicable withholding
requirements, the Grantee shall be recorded on OXY’s stock transfer books as the owner of the Shares purchased.
The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (i) in cash, cash
equivalents, or by electronic funds transfer, (ii) if permitted by the Committee in its sole discretion, by delivering or constructively
tendering to OXY shares of Common Stock having a Fair Market Value equal to the purchase price (provided such shares used for this
purpose must have been held by the Grantee for such minimum period of time as may be established from time to time by the
Committee), (iii) if the Common Stock is readily tradable on a national securities exchange, through a “cashless exercise” in
accordance with a Company established policy or program for the same, or (iv) in any other legal consideration the Committee deems
appropriate. No fraction of a share of Common Stock shall be issued by OXY upon exercise of an Option or accepted by OXY in
payment of the exercise price thereof; rather, the Grantee shall provide a cash payment for such amount as is necessary to effect the
issuance and acceptance of only whole shares of Common Stock. Unless and until the date that shares of Common Stock are issued by
OXY to the Grantee following exercise of the Option, the Grantee (or the person permitted to exercise this Option in the event of the
Grantee’s death) shall not be or have any of the rights or privileges of a stockholder of OXY with respect to shares acquirable upon an
exercise of this Option.
5. Expiration. This Option shall expire (and shall cease to be outstanding) at the close of business on the seventh anniversary
of the Date of Grant (the “Expiration Time”); provided, that 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 this Option may be exercised
by the Grantee (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the
death of Grantee) at any time during the period of 90 days following such termination, but only as to the number of shares the Grantee
was entitled to purchase hereunder as of the date the Grantee’s employment so terminates.
6. Taxes and Withholding. Regardless of any action the Company takes with respect to any or all income tax (including
U.S. federal, state and local tax and non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related
to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that
the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld
by the Company. The Grantee further acknowledges that