Occidental Petroleum 2014 Annual Report Download - page 113

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. Unless otherwise agreed in a writing signed by the Grantee and an authorized representative of the
Company, the Grantee’s employment with the Company is at will and may be terminated at any time by the Grantee or the Company.
9. Grantee’s Representations and Releases. By accepting this Option, the Grantee acknowledges that the Grantee has read
these Terms and Conditions and understands that (i) the grant of this Option is made voluntarily by OXY in its discretion with no
liability on the part of any of its direct or indirect subsidiaries and that, if the Grantee is not an employee of OXY, the Grantee is not,
and will not be considered, an employee of OXY but the Grantee is a third party (employee of a subsidiary) to whom this Option is
granted; (ii) all decisions with respect to future awards, if any, will be at the sole discretion of OXY; (iii) the Grantee’s participation in
the Plan is voluntary; (iv) this Option is an extraordinary item that does not constitute a regular and recurring item of base
compensation; (v) the future value of any Shares that may be purchased pursuant to this Option cannot be predicted and OXY does not
assume liability in the event this Option or any purchased Shares have no value in the future; (vi) subject to the terms of any tax
equalization agreement between the Grantee and the entity employing the Grantee, the Grantee will be solely responsible for the
payment or nonpayment of taxes imposed or threatened to be imposed by any authority of any jurisdiction; (vii) OXY is not providing
any tax, legal or financial advice with respect to this Option or the Grantee’s participation in the Plan; and (viii) if the purchase price of
the Common Stock under this Option is less than the fair market value of such Common Stock on the date of grant of this Option, then
the Grantee may incur adverse tax consequences under section 409A of the Code. The Grantee acknowledges and agrees that (a) he is
not relying upon any determination by the Company, any Affiliate, or any of their respective employees, directors, managers, officers,
attorneys or agents (collectively, the “Company Parties”) of the fair market value of the Common Stock on the date of grant of this
Option, (b) he is not relying upon any written or oral statement or representation of the Company Parties regarding the tax effects
associated with the Grantee’s acceptance of these Terms and Conditions and his receipt, holding and exercise of this Option, and (c) in
deciding to accept these Terms and Conditions, the Grantee is relying on his own judgment and the judgment of the professionals of
his choice with whom he has consulted. The Grantee hereby releases, acquits and forever discharges the Company Parties from all
actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever,
known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the Grantee’s acceptance of
these Terms and Conditions and his receipt, holding and exercise of this Option or related to the termination of the Option or
diminution in value of the Option resulting from termination of the Grantee’s employment by the Company (for any reason
whatsoever).
By accepting this Option, the Grantee agrees, to the extent not contrary to applicable law, to the General Terms of Employment
set out on Attachment 1 and the Arbitration Provisions set out on Attachment 2, which, in each case, are incorporated in these Terms
and Conditions by reference.