Exhibit
10.2


 


OCCIDENTAL
PETROLEUM CORPORATION


2005
LONG-TERM INCENTIVE PLAN


RESTRICTED
STOCK INCENTIVE AWARD TERMS AND CONDITIONS


 


	
  DATE
  OF GRANT:

  	
   

  	
  October 13,
  2010

  
	
   

  	
   

  	
   

  
	
  SHARES
  OF RESTRICTED STOCK:

  	
   

  	
  See
  Morgan Stanley Smith Barney Benefit Access “Other Awards/My Awards/Awarded”

  
	
   

  	
   

  	
   

  
	
  VESTING
  DATE:

  	
   

  	
  October 12,
  2013

  



 


The
following Terms and Conditions (these “Terms and
Conditions”) are set forth as of the Date of Grant between OCCIDENTAL PETROLEUM
CORPORATION, a Delaware corporation (“Occidental” and, with its subsidiaries,
the “Company”), and the Eligible Employee receiving this award (the “Grantee”).


 


1.             GRANT OF RESTRICTED STOCK INCENTIVE AWARD.  In accordance with these Terms and Conditions
and the Occidental Petroleum Corporation 2005 Long-Term Incentive Plan, as the
same may be amended from time to time (the “Plan”), Occidental grants to the
Grantee as of the Date of Grant, the number of shares of Restricted Stock set
forth above. The Restricted Stock shall be fully paid and nonassessable and
shall be represented by a book-entry account registered in the name of the
Grantee with Occidental’s registrar and stock transfer agent that will be
subject to the restrictions hereinafter set forth until those shares have
become transferable in accordance with Section 2.


 


2.             RESTRICTIONS ON TRANSFER.  (a) Until the Vesting Date and the
certification by the Committee of the attainment on or after September 30,
2013 of the Performance Goal, the shares of Restricted Stock may not be
transferred, assigned sold, pledged, exchanged, or otherwise encumbered or
disposed of by the Grantee, except to Occidental or pursuant to a domestic
relations order, if applicable, (if approved or ratified by the Committee);
provided that the Grantee may designate from time to time a beneficiary or
beneficiaries on a form approved by the Company (if enforceable under local
law).  If the Grantee dies without a
beneficiary designation on file with Occidental at the time of death, the
Grantee’s interest in the Restricted Stock will be transferred by will or by
the laws of descent and distribution.


 


(b) Further,
if the Grantee was a Named Executive Officer during the last completed fiscal
year prior to vesting, then such
Grantee shall retain Beneficial Ownership of Shares equal to not less than 50%
of the net after-tax Shares received under these Terms and Conditions until the
third anniversary date of the vesting of the Restricted Stock under this Award
(the “Beneficial Ownership Period”). Compliance with the foregoing requirement
shall be determined by reference to the reports filed by the Grantee on Forms
3, 4, and 5, as applicable, pursuant to Section 16(a) of the
Securities Exchange Act of 1934 (the “Exchange Act”) and the aggregate number
of Shares reported as Beneficially Owned during the Beneficial Ownership Period
shall be not less than the sum of the number of Shares then required to be so
owned pursuant to these Terms and Conditions and the terms and conditions of
any other grant containing this or 


 


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a
similar requirement.  For purposes of
these Terms and Conditions, “Beneficial Ownership” has the meaning ascribed in Rule 16a-1(2) under
the Exchange Act, and “Named Executive Officer” has the meaning ascribed
thereto pursuant to Item 402 of Regulation S-K under the Exchange Act.


 


3.             PERFORMANCE GOAL.  In order for the Grantee to retain the Restricted Stock, the Company must
achieve cumulative reported Net Income (as defined in the Plan) of ten billion
dollars ($10,000,000,000), during the period beginning October 1, 2010 and
ending September 30, 2017.  Reported
Net Income shall be cumulative and shall be the sum of the net income and net
losses reported in Occidental’s Annual and Quarterly Reports filed with the
Securities and Exchange Commission.  The
Committee may certify attainment of the Performance Goal effective at any time
on or after the Vesting Date (the “Certification Date”).


 


4.             VESTING AND
FORFEITURE OF RESTRICTED STOCK INCENTIVE AWARD. 
(a) If the Grantee fails to accept this award prior to
the next record date for the payment of dividends on the Common Stock
subsequent to the Date of Grant, then, notwithstanding any other provision of
this award, the Grantee shall forfeit the shares of Restricted Stock and all
rights under this award and this award will become null and void.  For purposes of this section, acceptance of
the award shall occur on the date the Grantee accepts this Restricted Stock
Incentive Award through Morgan Stanley Smith Barney Benefit Access or any
replacement on-line system designated by the Company.


 


(b) The Grantee must remain in the continuous employ of the
Company through the Vesting Date.  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 Vesting Date, the
Grantee dies, becomes permanently disabled while in the employ of the Company
and terminates employment as a result thereof, retires 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 shares of Restricted
Stock will be reduced on a pro rata basis based upon the number of days
remaining until the Vesting Date following the date of the Forfeiture
Event.  If the Grantee terminates
employment voluntarily or is terminated for cause before the Vesting Date, then
these Terms and Conditions will terminate automatically on the date of the
Grantee’s termination and the Grantee shall forfeit the Restricted Stock.


 


(c)           If a Change in
Control event occurs prior to the Vesting Date, the number of shares of
Restricted Stock will be reduced on a pro rata basis based upon the number of
days remaining until the Vesting Date following the date of the Change in
Control and become nonforfeitable unless, prior to the occurrence of the Change
in Control event, the Committee, as provided in Section 7.1 of the Plan,
determines that such event will not accelerate vesting of any of these
Restricted Stock.  Any such determination
by the Committee is binding on the Grantee.


 


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(d)           If a Change in
Control event occurs on or after the Vesting Date but prior to the
Certification Date, the shares of Restricted Stock will become nonforfeitable
unless, prior to the occurrence of the Change in Control event, the Committee,
as provided in Section 7.1 of the Plan, determines that such event will
not accelerate vesting of any of these Restricted Stock.  Any such determination by the Committee is
binding on the Grantee.


 


(e) Notwithstanding Section 4(b), if the Company does not
meet the Performance Goal on or before September 30, 2017 the Grantee or
any permitted assignee will forfeit the Restricted Stock.  If the Company meets the Performance Goal on
or before September 30, 2017, the Restricted Stock (as may be adjusted
pursuant to Section 4(b)), will become nonforfeitable on the Certification
Date.


 


5.             DIVIDEND,
VOTING AND OTHER RIGHTS.  Except as otherwise provided herein, the
Grantee shall have all of the rights of a stockholder with respect to the
shares of Restricted Stock, including the right to vote such shares and receive
any dividends that may be paid thereon; provided, however, that any additional
shares of Common Stock or other securities that the Grantee may become entitled
to receive pursuant to a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, separation or reorganization or any
other change in the capital structure of Occidental shall be subject to the
same restrictions as the shares of Restricted Stock.


 


6.             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.


 


7.             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 the Company (i) makes no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of this Restricted Stock Incentive Award,
including the grant or vesting of the Restricted Stock Incentive Award and the
receipt of dividends; and (ii) does not commit to and is under no
obligation to structure the terms of the grant or any aspect of the Restricted
Stock Incentive Award 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 


 


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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 pursuant to this Restricted Stock Incentive Award
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 Grantees receipt of this Restricted Stock Incentive
Award that cannot be satisfied by the means previously described.


 


Notwithstanding
its availability, the Grantee expressly agrees not to make an election pursuant
to Section 83(b) of the U.S. Internal Revenue Code with respect to
the shares of Restricted Stock granted pursuant to these Terms and Conditions.


 


8.
            COMPLIANCE
WITH LAW.  The Company will make
reasonable efforts to comply with all federal, state and non-U.S. laws
applicable to awards of this type. 
However, if it is not feasible for the Company to comply with these laws
with respect to the grant or settlement of these awards, then the awards may be
cancelled without any compensation or additional benefits provided to Grantee
as a result of the cancellation.


 


9.             RELATION TO OTHER
BENEFITS.  The benefits
received by the Grantee under these Terms and Conditions 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.  Additionally,
this Restricted Stock Incentive Award is not part of normal or expected
compensation or salary for any purposes, including, but not limited to
calculation of any severance, resignation, termination, redundancy, end of
service payments, bonuses or long-service awards.  The grant of this Restricted Stock Incentive
Award does not create any contractual or other right to receive future grants
of Restricted Stock Incentive Awards or benefits in lieu of Restricted Stock
Incentive Awards, even if Grantee has a history of receiving Restricted Stock
Incentive Awards or other cash or stock awards.


 


10.           AMENDMENTS.  The Plan may be modified, amended, suspended
or terminated by the Board at any time, as provided in the Plan.  Any amendment to the Plan will be deemed to
be an amendment to these Terms and Conditions to the extent it is applicable to
these Terms and Conditions; however, no amendment will adversely affect the
rights of the Grantee under these Terms and Conditions without the Grantee’s
consent.


 


11.           SEVERABILITY.  If one or more of the provisions of these
Terms and Conditions is invalidated for any reason by a court of competent
jurisdiction, the invalidated provisions 


 


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shall
be deemed to be separable from the other provisions of these Terms and
Conditions, and the remaining provisions of these Terms and Conditions will
continue to be valid and fully enforceable.


 


12.           ENTIRE AGREEMENT;
RELATION TO PLAN; INTERPRETATION. 
Except as specifically provided in this Section, these Terms and
Conditions and the Attachments incorporated in these Terms and Conditions
constitute the entire agreement between the Company and the Grantee with respect
to this Restricted Stock Incentive Award. 
These Terms and Conditions are subject to the terms and conditions of
the Plan.  In the event of any
inconsistent provisions between these Terms and Conditions and the Plan, the
provisions of the Plan control. 
Capitalized terms used in these Terms and Conditions without definitions
have the meanings assigned to them in the Plan. 
References to Sections and Attachments are to Sections of, and
Attachments incorporated in, these Terms and Conditions unless otherwise noted.


 


13.           SUCCESSORS AND ASSIGNS.  Subject to Sections 2 and 3, the provisions
of these Terms and Conditions 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.


 


14.           GOVERNING LAW.  The laws of the State of Delaware govern the
interpretation, performance, and enforcement of these Terms and Conditions.


 


15.           PRIVACY RIGHTS.  By accepting this Restricted Stock Incentive Award, the Grantee explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of
the Grantee’s personal data as described in these Terms and Conditions by and
among, as applicable, the Company and its affiliates for the exclusive purpose
of implementing, administering and managing the Grantee’s participation in the
Plan.  The Grantee understands
that the Company holds, or may receive from any agent designated by the
Company, certain personal information about the Grantee, including, but not
limited to, the Grantee’s name, home address and telephone number, date of
birth, social insurance number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the
Company, details of this Restricted Stock Incentive Award or any other
entitlement to cash or shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in the Grantee’s favor, for the purpose of
implementing, administering and managing the Plan, including complying with
applicable tax and securities laws (“Data”). 
Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan.  These recipients may be located in the
Grantee’s country or elsewhere, and may have different data privacy laws and
protections than the Grantee’s country. 
By accepting these Terms and Conditions, the Grantee authorizes the
recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes described above.  The Grantee may, at any time, view Data,
request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without 


 


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cost,
by contacting the Committee in writing. 
Refusing or withdrawing consent may affect the Grantee’s ability to
participate in the Plan.


 


16.           ELECTRONIC DELIVERY AND
ACCEPTANCE.  The Company may,
in its sole discretion, decide to deliver any documents related to this
Restricted Stock Incentive Award granted under the Plan or future awards that
may be granted under the Plan (if any) by electronic means or to request the
Grantee’s consent to participate in the Plan by electronic means.  The Grantee hereby consents to receive such
documents by electronic delivery and, if requested, to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.


 


17.           GRANTEE’S REPRESENTATIONS
AND RELEASES.  By accepting
this Restricted Stock Incentive Award, the Grantee acknowledges that the
Grantee has read these Terms and Conditions and understands that (i) the
grant of this Restricted Stock Incentive Award is made voluntarily by
Occidental 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
Occidental, the Grantee is not, and will not be considered, an employee of
Occidental but the Grantee is a third party (employee of a subsidiary) to whom
this Restricted Stock Incentive Award is granted; (ii) all decisions with
respect to future awards, if any, will be at the sole discretion of Occidental;
(iii) the Grantee’s participation in the Plan is voluntary; (iv) this
Restricted Stock Incentive Award is an extraordinary item that does not
constitute a regular and recurring item of base compensation; (v) the
future value of any Shares issued pursuant to this Restricted Stock Incentive
Award cannot be predicted and Occidental does not assume liability in the event
this Restricted Stock Incentive Award has 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; and (vii) Occidental is not providing any
tax, legal or financial advice with respect to this Restricted Stock Incentive
Award or the Grantee’s participation in the Plan.


 


In
consideration of the grant of this Restricted Stock Incentive Award, no claim
or entitlement to compensation or damages shall arise from termination of this
Restricted Stock Incentive Award or diminution in value of this Restricted
Stock Incentive Award resulting from termination of the Grantee’s employment by
the Company (for any reason whatsoever) and, to the extent permitted by law,
the Grantee irrevocably releases the Company from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, then, by accepting this Restricted Stock
Incentive Award, the Grantee shall be deemed irrevocably to have waived his or
her entitlement to pursue such claim.


 


By
accepting this Restricted Stock Incentive Award, 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.


 


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18.           IMPOSITION OF OTHER
REQUIREMENTS.  Occidental
reserves the right to impose other requirements on the Grantee’s participation
in the Plan and on the Restricted Stock Incentive Award, to the extent
Occidental determines it is necessary or advisable in order to comply with
local law or facilitate the administration of the Plan, and to require the
Grantee to sign any additional agreements or undertakings that may be necessary
to accomplish the foregoing.


 


19.           COMPLIANCE
WITH SECTION 409A OF THE CODE. 
This award is intended to be exempt from Section 409A of the U.S.
Internal Revenue Code (“Section 409A”) under Treas. Reg. § 1.409A-1(b)(6) (or
any successor provision). Notwithstanding the foregoing, to the extent that the
Board determines that the Plan or this award is subject to Section 409A,
these Terms and Conditions shall be interpreted and administered in such a way
as to comply with the applicable provisions of Section 409A to the maximum
extent possible.  To the extent that the
Board determines that the Plan or this award is subject to Section 409A
and fails to comply with the requirements of Section 409A, the Board
reserves the right (without any obligation to do so) to amend or terminate the
Plan and/or amend, restructure, terminate or replace this award in order to
cause this award to either not be subject to Section 409A or to comply
with the applicable provisions of such section.


 


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Attachment 1


 


General Terms of Employment


 


A.            Except as otherwise required by law
or legal process, the Grantee will not publish or divulge to any person, firm,
corporation or institution and will not use to the detriment of Occidental, or
any of its subsidiaries or other affiliates, or any of their respective
officers, directors, employees or stockholders (collectively, “Occidental
Parties”), at any time during or after the Grantee’s employment by any of them,
any trade secrets or confidential information of any of them (whether generated
by them or as a result of any of their business relationships), including such
information as described in Occidental’s Code of Business Conduct and other
corporate policies, without first obtaining the written permission of an
officer of the Company.


 


B.            At the time of leaving employment
with the Company, the Grantee will deliver to the Company, and not keep or
deliver to anyone else, any and all credit cards, drawings, blueprints,
specifications, devices, notes, notebooks, memoranda, reports, studies,
correspondence and other documents, and, in general, any and all materials
relating to the Occidental Parties (whether generated by them or as a result of
their business relationships), including any copies (whether in paper or
electronic form), that the Grantee has in the Grantee’s possession or control.


 


C.            The Grantee will, during the Grantee’s
employment by the Company, comply with the provisions of Occidental’s Code of
Business Conduct.


 


D.            Except as otherwise required by the
Grantee’s job or permitted by law, the Grantee will not make statements about
any Occidental Parties (1) to the press, electronic media, to any part of
the investment community, to the public, or to any person connected with,
employed by or having a relationship with any of them without permission of an
officer of the Company or (2) that are derogatory, defamatory or negative.  Nothing herein, however, shall prevent
Grantee from making a good faith report or complaint to appropriate
governmental authorities.  To the fullest
extent permitted by law, Grantee will not interfere with or disrupt any of the
Company’s operations or otherwise take actions intended directly to harm any of
the Occidental Parties.


 


E.             All inventions, developments,
designs, improvements, discoveries and ideas that the Grantee makes or
conceives in the course of employment by the Company, whether or not during
regular working hours, relating to any design, article of manufacture, machine,
apparatus, process, method, composition of matter, product or any improvement
or component thereof, that are manufactured, sold, leased, used or under
development by, or pertain to the present or possible future business of the
Company shall be a work-for-hire and become and remain the property of
Occidental, its successors and assigns.


 


The
provisions of this Section do not apply to an invention that qualifies
fully under the provisions of Section 2870 of the California Labor Code,
which provides in 


 


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substance
that provisions in an employment agreement providing that an employee
shall assign or offer to assign rights in an invention to his or her employer
do not apply to an invention for which no equipment, supplies, facilities, or
trade secret information of the employer was used and which was developed
entirely on the employee’s own time, except for those inventions that either
(a) relate, at the time of conception or reduction to practice of the
invention, (1) to the business of the employer or (2) to the employer’s
actual or demonstrably anticipated research or development, or (b) result
from any work performed by the employee for the employer.


 


F.             The foregoing General Terms of
Employment are not intended to be an exclusive list of the employment terms and
conditions that apply to the Grantee. 
The Company, in its sole discretion, may at any time amend or supplement
the foregoing terms.  The Grantee’s
breach of the foregoing General Terms of Employment will entitle the Company to
take appropriate disciplinary action, including, without limitation, reduction
of the Restricted Stock Incentive Award granted pursuant to these Terms and
Conditions and termination of employment.


 


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Attachment 2


 


Arbitration Provisions


 


Any dispute arising out of or in any way related to the Grantee’s
employment with the Company, or the termination of that employment, will be
decided exclusively by final and binding arbitration pursuant to any procedures
required by applicable law.  To the
extent not inconsistent with applicable law, any arbitration will be submitted
to American Arbitration Association (“AAA”) and subject to AAA Employment
Arbitration Rules and Mediation Procedures in effect at the time of filing
of the demand for arbitration.  Only the
following claims are excluded from these Terms and Conditions: (1) claims
for workers’ compensation, unemployment compensation, or state disability
benefits, and claims based upon any pension or welfare benefit plan the terms
of which contain an arbitration or other non-judicial dispute resolution
procedure, (2) to the extent permitted by applicable law, claims for
provisional remedies to maintain the status quo pending the outcome of
arbitration, (3) claims based on compensation award agreements and
incentive plans and (4) claims which are not permitted by applicable law
to be subject to a binding pre-dispute arbitration agreement.


 


Any controversy regarding whether a particular dispute is subject to
arbitration under this Section shall be decided by the arbitrator.


 


To the extent required under applicable law, the Grantee’s
responsibility for payment of the neutral arbitrator’s fees and expenses shall
be limited to an amount equal to the filing fee that would be required for a
state trial court action and the Company shall pay all remaining fees and
expenses of the arbitrator.  Unless otherwise
required under applicable law, the parties shall each pay their pro rata share
of the neutral arbitrator’s expenses and fees. 
Any controversy regarding the payment of fees and expenses under this
arbitration provision shall be decided by the arbitrator.


 


The arbitrator may award any form of remedy or relief (including
injunctive relief) that would otherwise be available in court.  Any award pursuant to said arbitration shall
be accompanied by a written opinion of the arbitrator setting forth the reason
for the award.  The award rendered by the
arbitrator shall be conclusive and binding upon the parties hereto, and
judgment upon the award may be entered, and enforcement may be sought in, any
court of competent jurisdiction. To the extent not inconsistent with applicable
laws, the arbitrator will have the authority to hear and grant motions.


 


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