Exhibit 10.3


 


OCCIDENTAL
PETROLEUM CORPORATION


2005
LONG-TERM INCENTIVE PLAN


TOTAL
SHAREHOLDER RETURN INCENTIVE AWARD


TERMS AND CONDITIONS


(Equity-based, Equity and
Cash-settled Award)


 


	
  DATE OF GRANT:

  	
   

  	
  October 13,
  2010

  
	
   

  	
   

  	
   

  
	
  PERFORMANCE SHARES:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  PERFORMANCE PERIOD:

  	
   

  	
  October 13, 2010 through 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 PERFORMANCE SHARES.  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 right to receive 50% in Shares and 50% in
cash up to the number/value of Performance Shares.  For the purposes of these Terms and
Conditions, “Performance Shares” means a bookkeeping entry that records the
equivalent of Shares awarded pursuant to Sections 4.2 and, to the extent
applicable, 5.2 of the Plan that is payable upon the achievement of the
Performance Goal. Performance Shares are not Shares and have no voting rights
or, except as stated in Section 6, dividend rights.


 


2.             RESTRICTIONS
ON TRANSFER.  (a) Neither
these Terms and Conditions nor any right to receive Shares or cash pursuant to
these Terms and Conditions may be transferred or assigned by the Grantee other
than (i) to a beneficiary designated on a form approved by the Company (if
enforceable under local law), 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 applicable, (if approved or ratified by the
Committee).


 


(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
Shares 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 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.


 


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3.             PERFORMANCE
GOAL.  The Performance Goal
for the Performance Period is based on Total Shareholder Return (defined as
Total Stockholder Return in the Plan) of the peer companies listed below and
the S&P 500 Index, as set forth on Exhibit 1.  Total Shareholder Return shall be calculated
for each peer company using the average of its last reported sale price per
share of common stock on the New York Stock Exchange - Composite Transactions
for the last ten trading days preceding October 13, 2010 and the average
of its last reported sale price per share of common stock on the New York Stock
Exchange - Composite Transactions for the last ten trading days preceding October 12,
2013.  In addition to Occidental, the
peer companies are: Anadarko Petroleum Corporation, Apache Corporation,
Canadian Natural Resources Limited, Chevron Corporation, ConocoPhillips, Devon
Energy Corporation, EOG Resources, Inc., ExxonMobil Corporation, Hess
Corporation, Marathon Oil Corporation and Royal Dutch Shell plc.  If a peer company ceases to be a
publicly-traded company at any time during the Performance Period, 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 PERFORMANCE SHARES.  (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 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 Total Shareholder Return Incentive Award through
Morgan Stanley Smith Barney Benefit Access or any replacement online system
designated by the Company.


 


(b) The
Grantee must remain in the continuous employ of the Company through the last
day of the Performance Period to receive payment of this award.  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 and terminates 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 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.  If the Grantee terminates employment
voluntarily or is terminated for cause before the end of the Performance
Period, then these Terms and Conditions will terminate automatically on the
date of Grantee’s termination and Grantee shall forfeit the right to receive
any Shares or cash hereunder.


 


(c) The
Grantee’s right to receive payment of this award in an amount not to exceed the
Performance Shares, rounded up to the nearest whole share, will be based on,
and become nonforfeitable upon the Committee’s certification of, the attainment
of the Performance Goal.


 


(d) Notwithstanding
Section 4(c), if a Change in Control event occurs prior to the end of the
Performance Period, the Grantee’s right to receive payment at 50% of the
Performance Share level (as adjusted for any Forfeiture Event pursuant to Section 4(b))
will become nonforfeitable.  The right to
receive Shares and cash in excess of 50% of the Performance Share level (as
adjusted for any Forfeiture Event pursuant to Section 4(b)) will be
forfeited.


 


(e) Notwithstanding
Section 4(c), if Occidental’s Total Shareholder Return does not exceed the
Total Shareholder Return of the Standard & Poor’s 500 Stock Index
(S&P 500


 


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Index)
for the same period, the Grantee’s right to receive Shares and cash in excess
of 50% of the Performance Share level will be forfeited.  This comparison shall be calculated using
Occidental’s Total Shareholder Return as defined under Section 3, and by
using the average of the closing S&P 500 Index value for the last ten
trading days preceding October 13, 2010 and the average of the closing
S&P 500 Index value for the last ten trading days preceding October 12,
2013 to calculate the Total Shareholder Return for the S&P 500 Index.


 


5.             PAYMENT
OF AWARDS.  The Performance
Shares as adjusted pursuant to Sections 4 and 7 of these Terms and Conditions
will be settled 50% in Shares and 50% in cash. 
The cash payment will equal the closing price of the Shares on the New
York Stock Exchange on the date of the Committee’s certification (the “Certification
Date Value”) of the attainment of the Performance Goal multiplied by 50% of the
Performance Shares earned at the Performance Goal level attained and will be
paid as promptly as practicable after such date.  The Shares covered by these Terms and Conditions
or any prorated portion thereof shall be issued to the Grantee as promptly as
practicable after the Committee’s certification of the attainment of the
Performance Goal or the Change in Control event, as the case may be.  Each of the cash payment and the Share
issuance shall in any event be made no later than the 15th day of the third month following the end of
the first taxable year in which the award is no longer subject to a substantial
risk of forfeiture.


 


6.             CREDITING
AND PAYMENT OF DIVIDEND EQUIVALENTS.  With respect to the number of 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 Shares as
and when declared with a record date during the period beginning on the Date of
Grant and ending with respect to any portion of the Performance Shares covered
by these Terms and Conditions on the date on which the Committee certifies the
attainment of the Performance Goal or the Change in Control event, as the case
may be, 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, adjusted, if appropriate, to reflect the same payment
percentage that is used to determine the payment of the Performance Shares
following certification of the attainment of the Performance Goal or the Change
in control event, as the case may be, as promptly as may be practicable
following such certification or Change in control event, but, in any event, no
later than the 15th day of the third month following the end of
the first taxable year in which the award is no longer subject to a substantial
risk of forfeiture.


 


7.             ADJUSTMENTS.  (a) The number
of Performance Shares or kind of shares of stock covered by these Terms and
Conditions shall be adjusted as the Committee determines pursuant to Section 7.2
of the Plan in order to prevent dilution or expansion of the Grantee’s rights
under these Terms and Conditions 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.


 


(b) In
addition, the Committee may adjust the Performance Goal or other features of
this Grant as permitted by Section 5.2.3 of the Plan.


 


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


 


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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.             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 Total
Shareholder Return Incentive Award, including the grant or vesting of the Total
Shareholder Return Incentive Award and the receipt of Dividend Equivalents; and
(ii) does not commit to and is under no obligation to structure the terms
of the grant or any aspect of the Total Shareholder Return 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
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 (A) in connection with the issuance of any Shares or the payment
of cash or any other consideration pursuant to this Total Shareholder Return
Incentive Award (other than the payment of Dividend Equivalents), 50% from any
cash amount payable under these Terms and Conditions and 50% from the Shares
that are issued or transferred to the Grantee pursuant to these Terms and
Conditions, unless the Grantee otherwise instructs the Company in writing not
less than thirty (30) days prior to the end of the Performance Period, or (B) in
connection with the granting of Performance Shares or the payment of Dividend
Equivalents pursuant to this grant of Performance Shares, from the Grantee’s
wages or other cash compensation (including Dividend Equivalents).  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 of this Total Shareholder Return Incentive
Award that cannot be satisfied by the means previously described.


 


10.           COMPLIANCE
WITH LAW.  The Company will
make reasonable efforts to comply with all applicable federal, state and
non-U.S. securities laws; however, the Company will not issue any Shares or
other securities pursuant to these Terms and Conditions if their issuance would
result in a violation of any such law. 
However, if it is not feasible for the Company to comply with such 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.


 


11.           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, the Performance Shares are not part of normal or expected
compensation or salary for any purposes, including, but not limited to
calculation of any


 


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severance,
resignation, termination, redundancy, end of service payments, bonuses or
long-service awards.  This grant of
Performance Shares does not create any contractual or other right to receive
future grants of Performance Shares, or benefits in lieu of Performance Shares,
even if Grantee has a history of receiving Performance Shares or other stock or
cash awards.


 


12.           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.


 


13.           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 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.


 


14.           ENTIRE AGREEMENT;
RELATION TO PLAN; INTERPRETATION.  Except as specifically provided in this
Section, these Terms and Conditions, the Exhibit and the Attachments
incorporated in these Terms and Conditions constitute the entire agreement
between the Company and the Grantee with respect to this Total Shareholder
Return 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 definition have the meanings assigned to them in
the Plan.  References to Sections,
Exhibits and Attachments are to Sections and Exhibits of, and Attachments
incorporated in, these Terms and Conditions unless otherwise noted.


 


15.           SUCCESSORS
AND ASSIGNS.  Subject to
Sections 2 and 4, 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.


 


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


 


17.           PRIVACY
RIGHTS.  By accepting this
Total Shareholder Return 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 Total Shareholder Return Incentive Award or any other
entitlement to 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


 


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


 


18.           ELECTRONIC
DELIVERY AND ACCEPTANCE.  The
Company may, in its sole discretion, decide to deliver any documents related to
this Total Shareholder Return 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.


 


19.           GRANTEE’S
REPRESENTATIONS AND RELEASES. 
By accepting this Total Shareholder Return Incentive Award, the Grantee
acknowledges that the Grantee has read these Terms and Conditions and
understands that (i) the grant of this Total Shareholder Return 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 Total Shareholder Return 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 Total Shareholder Return
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 Total Shareholder Return Incentive Award cannot be
predicted and Occidental does not assume liability in the event such 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; and (vii) Occidental is not providing any tax, legal or
financial advice with respect to this Total Shareholder Return Incentive Award
or the Grantee’s participation in the Plan.


 


In
consideration of the grant of this Total Shareholder Return Incentive Award, no
claim or entitlement to compensation or damages shall arise from termination of
this Total Shareholder Return Incentive Award or diminution in value of this
Total Shareholder Return Incentive Award or Shares issued pursuant to this
Total Shareholder Return 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
these Terms and Conditions, the Grantee shall be deemed irrevocably to have
waived his or her entitlement to pursue such claim.


 


By
accepting this Total Shareholder Return 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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20.           RELATION
TO EMPLOYMENT AGREEMENT.  In
the event of any inconsistent provisions between these Terms and Conditions and
any employment agreement between the Grantee and the Company, the provisions of
these Terms and Conditions control except with respect to Attachment 2
Arbitration Provisions.


 


21.           IMPOSITION OF OTHER
REQUIREMENTS.  Occidental
reserves the right to impose other requirements on the Grantee’s participation
in the Plan and on the Total Shareholder Return 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.


 


22.           COMPLIANCE
WITH SECTION 409A OF THE INTERNAL REVENUE CODE.  All amounts payable under these Terms and
Conditions are intended to comply with the “short term deferral” exception from
Section 409A of the U.S. Internal Revenue Code (“Section 409A”)
specified in Treas. Reg. § 1.409A-1(b)(4) (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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EXHIBIT 1


 


2005 Long-Term Incentive Plan


2010 Total Shareholder Return Incentive Award


 


Total Shareholder Return Payout Schedule


 


	
  TSR Ranking

  	
   

  	
  Payout as a

  % of Maximum

  	
   

  
	
  1st

  	
   

  	
  100%

  	
   

  
	
  2nd

  	
   

  	
  85%

  	
   

  
	
  3rd

  	
   

  	
  70%

  	
   

  
	
  4th

  	
   

  	
  60%

  	
   

  
	
  5th

  	
   

  	
  50%

  	
   

  
	
  6th

  	
   

  	
  40%

  	
   

  
	
  7th

  	
   

  	
  30%

  	
   

  
	
  8th

  	
   

  	
  20%

  	
   

  
	
  9th

  	
   

  	
  10%

  	
   

  
	
  10th

  	
   

  	
  0%

  	
   

  
	
  11th

  	
   

  	
  0%

  	
   

  
	
  12th

  	
   

  	
  0%

  	
   

  



 


If
any of the Peer Companies ceases to be a publicly-traded company during the
Performance Period, such company shall be removed as a Peer Company.  The
remaining Peer Companies shall be ranked from first to last and the payout
percentage for the award shall be determined under the above schedule based on
the Company’s ranking among the remaining Peer Companies, provided, that (1) the
Committee may use its negative discretion to reduce the payout percentage
associated with the Company’s ranking, and (2) if the Company ranks last
among the remaining Peer Companies, the payout percentage shall be 0%.


 


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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 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.


 


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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 Total Shareholder Return 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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