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EXECUTIVE VICE PRESIDENT FACSIMILE (▇▇▇) ▇▇▇-▇▇▇▇
HUMAN RESOURCES
July 22, 1999
[Optionee]
[Address]
RE: PERFORMANCE STOCK OPTION AGREEMENT, DATED JULY 2, 1997
Dear [Optionee]
On July 14, 1999, the Compensation Committee of the Board of Occidental
Petroleum Corporation, as the administrator of the 1995 Incentive Stock Option
Plan, as amended, approved the amendment of the subject award to improve the
vesting schedule and to conform the provisions with respect to termination of
the Agreement and the Option to the provisions in more recent awards. As a
result, paragraphs 3 and 6 of your Performance Stock Option Agreement are
deleted in their entirety and the paragraphs on Exhibit A to this letter are
substituted in their place.
Please acknowledge your receipt of this amendment by signing the duplicate copy
of this letter in the space provided and returning it in the enclosed envelope
to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Sincerely,
/s/ ▇. ▇. ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇
RWH:hpa
Attachment
RECEIPT ACKNOWLEDGED:
-------------------------
Date:
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EXHIBIT A
AMENDED PARAGRAPHS TO PERFORMANCE STOCK OPTION
AGREEMENT, DATED JULY 2, 1997
AMENDED PARAGRAPH 3:
"3. RIGHT TO EXERCISE. Subject to the expiration or earlier
termination of the Option, the Optionee shall become fully vested in and
entitled to exercise the entire Option on the earlier of (i) the fifth
anniversary Date of the Grant or (ii) the date the Common Stock attains the
performance target described hereafter: If, (i) at any time prior to the
fifth anniversary of the Date of Grant, the Fair Market Value per Share for
twenty consecutive trading days is twenty-five dollars ($25.00) or more,
then, on the first trading day following such twenty day period, the
Optionee's rights in and to the Option shall become fully vested and the
Option shall become fully exercisable. For the purposes of this paragraph
3, "trading day" means any day on which securities trading is conducted on
the New York Stock Exchange. To the extent the Option is exercisable, it
may be exercised in whole or in part."
AMENDED PARAGRAPH 6:
"6. TERMINATION OF AGREEMENT. The Agreement and the Option granted
hereby shall terminate automatically and without further notice on the
earliest of the following dates:
(a) The remaining term of the Option after the date the Optionee
ceases to be an employee of the Company by reason of the Optionee's (i)
death, (ii) permanent disability or (iii) retirement under a retirement
plan of the Company at or after the earliest voluntary retirement age
provided for in such retirement plan or retirement at an earlier age with
the consent of the Board;
(b) Immediately upon the voluntary or involuntary resignation of
the Optionee other than in connection with retirement as provided in
6(a)(iii) above; or
(c) Ten years from the Date of ▇▇▇▇▇.
In the event that the Optionee commits an act that the Committee determines
to have been intentionally committed and materially inimical to the
interests of the Company, the Agreement shall terminate at the time of that
determination notwithstanding any other provision of this Agreement. This
Agreement shall not be exercisable for any number of Optioned Shares in
excess of the number of Optioned Shares for which this Agreement is then
exercisable on the date of termination of employment. For the purposes of
this Agreement, the continuous employment of the Optionee with the Company
shall not be deemed to have been interrupted, and the Optionee shall not be
deemed to have ceased to be an employee of the Company, by reason of the
transfer of his or her employment among the Company and its Subsidiaries or
an approved leave of absence."