EXHIBIT 10.41
OCCIDENTAL PETROLEUM CORPORATION
2001 INCENTIVE COMPENSATION PLAN
PERFORMANCE-BASED STOCK AGREEMENT
(DEFERRED ISSUANCE OF SHARES)
NAME OF GRANTEE: ____________________________________________________
DATE OF GRANT: ______________________________________________________
TARGET PERFORMANCE SHARES: __________________________________________
PERFORMANCE PERIOD: _________________________________________________
AGREEMENT (this "Agreement") made as of the Date of Grant between OCCIDENTAL
PETROLEUM CORPORATION, a Delaware corporation ("Occidental") and, with its
subsidiaries, (the "Company"), and Grantee.
1. GRANT OF TARGET PERFORMANCE SHARES. In accordance with this Agreement and
the Occidental Petroleum Corporation 2001 Incentive Compensation Plan, as
amended from time to time (the "Plan"), Occidental grants to the Grantee as of
the Date of Grant, the right to receive in Common Shares up to 200% of the
number of Target Performance Shares. For the purposes of this Agreement, Target
Performance Shares means a bookkeeping entry that records the equivalent of
Common Shares awarded pursuant to Section 4.2 of the Plan that is payable upon
the achievement of the Performance Goals.
2. RESTRICTIONS ON TRANSFER. Neither this Agreement nor any right to receive
Common Shares pursuant to this Agreement may be transferred or assigned by the
Grantee other than (i) to a beneficiary designated on a form approved by the
Company, by will or, if the Grantee dies without designating a beneficiary of a
valid will, by the laws of descent and distribution, or (ii) pursuant to a
domestic relations order (if approved or ratified by the Administrator).
3. PERFORMANCE GOALS. The Performance Goal for the Performance Period is a
peer company comparison based on Total Stockholder Return, as set forth on
Exhibit I. In addition to the Company, the peer companies are: Anadarko
Petroleum Corporation, Burlington Resources Inc., Conoco, Inc., Georgia Gulf
Corporation, ▇▇▇▇-▇▇▇▇▇ Corporation, Lyondell Petrochemical Company, ▇▇▇▇▇▇▇▇
Petroleum Corporation, and Unocal Corporation. If a peer company ceases to be a
publicly-traded company at any time during the Performance Period or the
Administrator determines pursuant to Section 7 of this Agreement 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. VESTING AND FORFEITURE OF COMMON SHARES. (a) The Grantee must remain in the
continuous employ of the Company through the last day of the Performance Period
to receive Common Shares. 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 under a
Company-sponsored retirement plan or 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 Common Shares 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 number of Common Shares 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
Common Shares in excess of the number of Target Performance Shares (as adjusted
for any Forfeiture Event pursuant to Section 4(a)) will be forfeited.
5. PAYMENT OF AWARDS. The Common Shares covered by this Agreement 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. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number
of Target Performance Shares listed above, the Grantee will be credited on the
books and records of Occidental with an amount (the "Dividend Equivalent") equal
to the amount per share of any cash dividends declared by the Board on the
outstanding Common Shares during the period beginning on the Date of Grant and
ending with respect to any portion of the Target Performance Shares covered by
this Agreement on the date on which the Grantee's right to receive such portion
becomes nonforfeitable, or, if earlier, the date on which the Grantee forfeits
the right to receive such portion. Occidental will pay in cash to the Grantee an
amount equal to the Dividend Equivalents credited to such Grantee as promptly as
may be practicable after the Grantee has been credited with a Dividend
Equivalent.
7. ADJUSTMENTS. (a) The number or kind of shares of stock covered by this
Agreement may be adjusted as the Administrator determines pursuant to Section
6.2 of the Plan in order to prevent dilution or expansion of the Grantee's
rights under this Agreement as a result of events such as stock dividends, stock
splits or other changes in the capital structure of Occidental, or any merger,
consolidation, spin-off, liquidation or other corporate transaction having a
similar effect. If any such adjustment occurs, the Company will give the Grantee
written notice of the adjustment.
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(b) In addition, the Administrator may adjust the Performance Goal or
other features of this Grant as permitted by Section 4.2.3 of the Plan.
8. NO EMPLOYMENT CONTRACT. Nothing in this Agreement 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.
9. TAXES AND WITHHOLDING. If the Company must withhold any federal, state,
local or foreign tax in connection with the issuance of any Common Shares or
other securities or the payment of any other consideration pursuant to this
Agreement (other than the Payment of Dividend Equivalents), the Grantee shall
satisfy all or any part of any such withholding obligation by surrendering to
the Company a portion of the Common Shares that are issued or transferred to the
Grantee pursuant to this Agreement. Any Common Shares so surrendered by the
Grantee shall be credited against the Grantee's withholding obligation at their
Fair Market Value on the date of surrender to the Company.
10. COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply
with all applicable federal and state securities laws; however, the Company will
not issue any Common Shares or other securities pursuant to this Agreement if
their issuance would result in a violation of any such law.
11. RELATION TO OTHER BENEFITS. The benefits received by the Grantee under this
Agreement will not be taken into account in determining any benefits to which
the Grantee may be entitled under any profit sharing, retirement or other
benefit or compensation plan maintained by the Company, including the amount of
any life insurance coverage available to any beneficiary of the Grantee under
any life insurance plan covering employees of the Company.
12. AMENDMENTS. Any amendment to the Plan will be deemed to be an amendment to
this Agreement to the extent it is applicable to this Agreement; however, no
amendment will adversely affect the rights of the Grantee under this Agreement
without the Grantee's consent.
13. SEVERABILITY. If one or more of the provisions of this Agreement is
invalidated for any reason by a court of competent jurisdiction, the invalidated
provisions shall be deemed to be separable from the other provisions of this
Agreement, and the remaining provisions of this Agreement will continue to be
valid and fully enforceable.
14. RELATION TO PLAN; INTERPRETATION. This Agreement is subject to the terms
and conditions of the Plan. In the event of any inconsistent provisions between
this Agreement and the Plan, the provisions of the Plan control. Capitalized
terms used in this Agreement without definition have the meanings assigned to
them in the Plan. References to Sections are to Sections of this Agreement
unless otherwise noted.
15. SUCCESSORS AND ASSIGNS. Subject to Sections 2 and 4, the provisions of this
Agreement shall be for the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of the Grantee, and the
successors and assigns of the Company.
16. GOVERNING LAW. The laws of the State of Delaware govern the interpretation,
performance, and enforcement of this Agreement.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer and ▇▇▇▇▇▇▇ has also executed this
Agreement in duplicate, effective as of the Date of Grant.
OCCIDENTAL PETROLEUM CORPORATION
By
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2001 INCENTIVE COMPENSATION PLAN
2002 GRANT TO OPC/OXY INC. PARTICIPANTS
(% of Number of Target Shares of Performance Stock that become Nonforfeitable
based on Comparison of Total Shareholder Return for the Peer Companies
for the Performance Period)
--------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Ranking 9 COS. 8 COS. 7 COS. 6 COS. 5 COS. 4 COS. 3 COS. 2 COS. 1 COS.
--------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
1 200% 200% 200% 200% 200% 200% 200% * *
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2 175% 167% 167% 150% 150% 133% 100% *
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3 150% 133% 133% 100% 100% 67% 0%
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4 125% 100% 100% 100% 50% 0%
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5 100% 100% 67% 50% 0%
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6 75% 67% 33% 0%
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7 50% 33% 0%
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8 25% 0%
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9 0%
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* Committee Discretion