Occidental Petroleum 2014 Annual Report Download - page 112

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the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of this Option, including the grant, vesting or exercise of the Option; and (ii) does not commit to and is under no obligation to
structure the terms of the grant or any aspect of the Option to reduce or eliminate the Grantee’s liability for Tax-Related Items or
achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of
Grant and the date of any relevant taxable event, the Grantee acknowledges that the Company may be required to withhold or account
for Tax-Related Items in more than one jurisdiction.
Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy
all Tax-Related Items. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable
by the Grantee, first, from the shares purchased upon exercise of this Option and, if not sufficient, from the Grantee’s wages or other
cash compensation. The Grantee shall pay to the Company any amount of Tax-Related Items that the Company may be required to
withhold as a result of the Grantee’s receipt, vesting or exercise of this Option that cannot be satisfied by the means previously
described.
7. Status of Common Stock. OXY intends to register for issuance under the Securities Act of 1933, as amended (the “ Act”),
the shares of Common Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this
Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Act, issuance
of shares of Common Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an
exemption from registration under the Act is available. OXY intends to use its reasonable efforts to ensure that no such delay will
occur. In the event exemption from registration under the Act is available upon an exercise of this Option, the Grantee (or the person
permitted to exercise this Option in the event of the Grantee’s death or incapacity), if requested by the Company to do so, will execute
and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance
with applicable securities laws.
The Grantee agrees that the shares of Common Stock which the Grantee may acquire by exercising this Option will not be sold
or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. The
Grantee also agrees that (i) any certificates representing the shares of Common Stock purchased under this Option may bear such
legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) OXY may
refuse to register the transfer of the shares of Common Stock purchased under this Option on the stock transfer records of OXY if such
proposed transfer would in the opinion of counsel satisfactory to OXY constitute a violation of any applicable securities law, and (iii)
OXY may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Common Stock
purchased under this Option.