Exhibit 10.1


 


 


AMENDED
AND RESTATED


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as
of the 9th day of October, 2008, by and between OCCIDENTAL PETROLEUM
CORPORATION, a Delaware Corporation (“COMPANY”), and DR. RAY R. IRANI (“EMPLOYEE”).


 


W I T N E S S E T H:


 


WHEREAS, EMPLOYEE, since June 16, 1983, has
served as an officer of COMPANY, most recently as COMPANY’S Chairman and Chief
Executive Officer pursuant to an agreement between EMPLOYEE and COMPANY dated February 10,
2005, as amended and restated effective July 19, 2007 (the “Prior
Agreement”); and


 


WHEREAS, COMPANY desires to obtain the benefit of
continued services by EMPLOYEE as Chairman and Chief Executive Officer, and
EMPLOYEE desires to continue to render services to COMPANY; and


 


WHEREAS, the Board of Directors of COMPANY (the “Board”)
has determined that it is in COMPANY’S best interest and that of its
stockholders to recognize the substantial contribution that EMPLOYEE has made
and is expected to continue to make to COMPANY’S business and to retain his
services in the future; and


 


WHEREAS, COMPANY and EMPLOYEE desire to set forth in
this Agreement the terms and conditions of EMPLOYEE’s continued employment with
COMPANY, which Agreement represents and constitutes an amendment and
restatement of the Prior Agreement;


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants herein contained, the parties hereto agree as follows:


 


1.             Term.  This Agreement shall extend for a period of
time (the “Term”) which commenced on February 10, 2005 (the “Effective
Date”) and shall expire on the earlier of the date of COMPANY’S 2015
stockholder meeting or May 30, 2015, unless earlier terminated in 


 


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accordance with the provisions hereof.  COMPANY shall employ EMPLOYEE, and EMPLOYEE
shall serve COMPANY, in accordance with the provisions hereof, throughout the
Term, unless such employment is earlier terminated in accordance with the
provisions hereof.


 


2.             Specific Position;
Duties and Responsibilities.  Subject to the provisions of this Agreement,
COMPANY shall employ EMPLOYEE as Chairman and Chief Executive Officer, and
EMPLOYEE shall serve COMPANY as Chairman and Chief Executive Officer and as a
member of the Board. EMPLOYEE’S principal business address shall during such
period be at COMPANY’S executive offices in Southern California or with
EMPLOYEE’S consent in such other place as such offices are relocated.  EMPLOYEE’S duties hereunder shall be the
usual and customary duties of the offices in which he shall serve. EMPLOYEE
shall have such executive power and authority as shall reasonably be required
to enable him to discharge his duties in the offices which he may hold.


 


3.             Services and
Exclusivity of Services.  During the
Term, EMPLOYEE, except as otherwise expressly provided in this Section 3,
shall devote his full business time and energy to the business affairs and
interests of COMPANY and its subsidiaries, and shall use his best efforts and
abilities to promote COMPANY’s and its subsidiaries’ interests.


 


EMPLOYEE may serve as a director or in any other
capacity of any business enterprise, including an enterprise whose activities
may involve or relate to the business of COMPANY, provided that such service is
expressly approved by the Board. 
EMPLOYEE may make and manage personal business investments of his choice
and serve in any capacity with any civic, educational or charitable
organization, or any governmental entity or trade association, without seeking
or obtaining approval by the Board, provided such activities and services do
not materially interfere or conflict with the performance of his duties
hereunder.


 


4.             Salary.  COMPANY shall pay EMPLOYEE an annual salary
at the minimum rate of $1,300,000, which shall be payable in semimonthly
installments in conformity with COMPANY’S policy relating to salaried
employees.  EMPLOYEE’s salary shall be
subject to annual increase (and, as part of across the board reductions for
other officers of COMPANY, decrease) at the reasonable discretion of the Board
and its Executive Compensation and Human Resources Committee (“Compensation
Committee”). Salary increases may be paid, at the 


 


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discretion of the
Compensation Committee, in cash or common stock of the Company, or a
combination thereof.


 


5.             Bonus.  EMPLOYEE shall be entitled to an annual cash
bonus in an amount to be determined at the reasonable discretion of the Board
and its Compensation Committee pursuant to the terms of COMPANY’s annual
incentive plan for senior executives, as in effect from time to time.  Bonus awards shall be paid in accordance with
the terms of such plan.


 


6.             Deferred
Compensation.  In the event, and to
the extent, that EMPLOYEE has in the past, or may in the future, elect to
participate in any Company-sponsored deferred
compensation plan (whether or not subject to Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”)), it is intended that any election to defer
compensation shall not be taken into account in the calculation of those of
EMPLOYEE’s rights and benefits under this Agreement that are based upon
EMPLOYEE’s salary or bonus or the sum thereof, and, to the extent such deferred
amounts are taken into account, Employee shall be appropriately
compensated; provided, however, that this provision is not intended to affect
the time of payment or the conditions relating to deferral elections of any
amounts subject to Section 409A.


 


7.             Employee Benefits.  EMPLOYEE shall be entitled during his
employment hereunder, to all rights and benefits for which he is otherwise
eligible under any group life insurance, medical and dental care (including
coverage for EMPLOYEE’s spouse and children), disability, retirement, personal
savings account, deferred compensation and other plans or benefits which
COMPANY or its subsidiaries may provide for employees and other senior
executives (collectively, “Employee
Benefits”).


 


If EMPLOYEE’S employment is terminated hereunder,
pursuant to Section 11(b), 11(c), or 11(d) hereof, and EMPLOYEE is
entitled to but is no longer eligible for Employee Benefits because of such
termination, EMPLOYEE shall be entitled to and COMPANY shall provide, to the
extent provided in this Agreement, benefits substantially equivalent to the
Employee Benefits to which EMPLOYEE is entitled and shall do so for the period
during which he remains entitled to receive such Employee Benefits as provided
in this Agreement. With respect to the continuation of such benefits, EMPLOYEE
shall also be paid by COMPANY an amount which, after taxes on such amount,
shall reimburse EMPLOYEE for any additional tax liabilities 


 


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incurred by EMPLOYEE by reason of the receipt of such
benefits after the termination of, rather than during the Term of, this
Agreement, upon the assumption that the amount to which EMPLOYEE shall be so
entitled shall be subject to the maximum combined Federal and state tax rate
applicable to individuals in respect of such payments.  Any such reimbursement by COMPANY shall be
paid promptly, but in no event later than the end of the calendar year next
following the calendar year in which EMPLOYEE remits the related taxes.


 


8.             Supplemental
Benefits.


 


(a)           Retirement.  COMPANY shall allow EMPLOYEE to be an
eligible participant in COMPANY’S qualified and nonqualified retirement and
deferred compensation plans applicable to employees of COMPANY as of the
Effective Date.


 


(b)           Life Insurance.  During the Term and thereafter until the
death of EMPLOYEE, COMPANY shall provide EMPLOYEE with life insurance which,
when added to the coverage provided as part of his Employee Benefits, shall
provide coverage at a minimum level equal to three (3) times his highest
career annual salary at any time during his employment by COMPANY. To the
extent that assignability for estate planning purposes is not already provided
for in the underlying plans which relate to the foregoing coverages, all life
insurance is to be assignable at the option of EMPLOYEE.


 


(c)           Post-Retirement
Benefits.


 


(i)            During any period
following EMPLOYEE’S retirement or termination from employment with COMPANY
until the death of EMPLOYEE, EMPLOYEE shall be entitled to (I) medical
benefits of a kind and as favorable as the medical benefits provided by COMPANY
from time to time to other retirees who qualify for retiree medical coverage
and (II) dental benefits of a kind and as favorable as the dental benefits
provided by COMPANY from time to time to regular salaried employees.  In the event COMPANY terminates its retiree
medical plan or its dental plan for employees generally, EMPLOYEE shall
continue to be entitled, until his death, to the same medical or dental
benefits, as applicable, to which he was entitled immediately prior to the
termination of the applicable plan.


 


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(ii)           During any period
following EMPLOYEE’s retirement or termination from employment with COMPANY,
EMPLOYEE shall be entitled to continue to receive those perquisites provided to EMPLOYEE immediately prior to
such termination, including without limitation personal tax, accounting
and financial planning services (which
shall cease upon the completion of the administration of EMPLOYEE’S estate and
no later than the end of the third year following EMPLOYEE’S death), and all
other perquisites then provided to EMPLOYEE (each of which shall cease upon EMPLOYEE’S death), at COMPANY’S
expense.


 


(iii)          Upon retirement, as set forth in the
applicable awards, all of EMPLOYEE’s unvested stock options and SARs will
become fully vested immediately and exercisable.  In addition, all of EMPLOYEE’S unvested
restricted stock and restricted stock units will become fully vested
immediately and all of EMPLOYEE’S unvested performance stock and other
performance-based long-term incentive awards will become vested and payable in
accordance with the terms of the applicable awards, at the times provided in
such awards, as if EMPLOYEE continued to be employed by COMPANY.


 


(d)           Spousal Benefits.  EMPLOYEE’s surviving spouse shall also be
entitled, for the remainder of her life, to (i) medical benefits of a kind
and as favorable as the medical benefits provided by COMPANY from time to time
to other spouses of retirees who qualify for such coverage and (ii) dental
benefits of a kind and as favorable as the dental benefits provided by COMPANY
from time to time to spouses of regular salaried employees.  In the event COMPANY terminates its retiree
medical plan or its dental plan for employees generally, EMPLOYEE’s spouse
shall continue to be entitled, for the remainder of her life, to the same
medical or dental benefits, as applicable, to which she was entitled
immediately prior to the termination of the applicable plan.


 


(e)           Legal Fees.  COMPANY shall provide to or for EMPLOYEE all
legal fees for services and costs excepting only for matters of a purely
personal nature.  COMPANY’S obligation
pursuant to this Section 8(e) shall survive the Term and continue for
EMPLOYEE’s life, and, if later, until the complete disposition of all claims
relating to EMPLOYEE’s activities with respect to COMPANY.


 


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(f)            Section 409A
Requirements.  Notwithstanding the
foregoing, the provision of any payment or benefit under Section 8(c), 8(d) or
8(e) hereof shall comply with the requirements of Treas. Reg. §
1.409A-3(i)(1)(iv) for reimbursement and in-kind benefit plans, to the
extent applicable.  For this purpose, (i) the
amount of expenses eligible for reimbursement, or benefits provided, in one
calendar year shall not affect the expenses eligible for reimbursement, or
benefits to be provided, in any other calendar year, (ii) the
reimbursement of any expense shall be made promptly, but in no event later than the last day of the
calendar year next following the calendar year in which the expense was
incurred, and (iii) the right to any reimbursement or benefit shall not be
subject to liquidation or exchange for any other benefit.


 


9.             Perquisites and
Vacation.  During his employment
hereunder, EMPLOYEE shall continue to be entitled to the minimum perquisites to
which he was entitled in accordance with the practice immediately prior to the
Effective Date.  Notwithstanding the
foregoing, the provision of any payment or benefit under this Section 9
shall comply with the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv) for
reimbursement and in-kind benefit plans, to the extent applicable.  For this purpose, (i) the amount of
expenses eligible for reimbursement, or benefits provided, in one calendar year
shall not affect the expenses eligible for reimbursement, or benefits to be
provided, in any other calendar year, (ii) the reimbursement of any
expense shall be made promptly, but in any event no later than the last day of
the calendar year next following the calendar year in which the expense was
incurred, and (iii) the right to any reimbursement or benefit shall not be
subject to liquidation or exchange for any other benefit.


 


EMPLOYEE shall continue to be entitled to six (6) weeks
paid vacation during each calendar year of employment, prorated for any period
which is less than one (1) calendar year. Vacation time shall accrue
during each calendar year, and, upon termination of EMPLOYEE’s employment for
any reason, in addition to any other rights granted to EMPLOYEE by this
Agreement, EMPLOYEE shall be entitled to be paid an amount based upon his
salary at the rate applicable immediately prior to such termination for any
accrued but unused vacation time.


 


10.           Long-Term Incentives.


 


(a)           Restricted Stock.  During his employment hereunder, EMPLOYEE
shall be entitled to participate in COMPANY’S long-term incentive compensation
programs, with any 


 


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award to be related to the performance of COMPANY and
determined at the discretion of the Board or its Compensation Committee.


 


(b)           Stock Options.  During his employment hereunder, EMPLOYEE
shall be considered annually for the grant of stock options and/or SARs under
then existing COMPANY stock option plans.


 


(c)           Performance Plans.  If, during EMPLOYEE’S employment hereunder,
COMPANY adopts any other long-term incentive plans, EMPLOYEE shall be treated
under each of those plans in a manner no less favorable than the treatment
afforded other key executives of COMPANY.


 


11.           Termination.


 


(a)           Death.  This Agreement shall terminate upon EMPLOYEE’s
death; provided however that (a) the following provisions of this
Agreement shall remain applicable: Clause 8(b) Life Insurance; Clause 8(d) Spousal
Benefits; and Section 13 Miscellaneous (except Clause (a)); (b) EMPLOYEE’S
estate or other designated beneficiary, if any, shall be entitled to the rights
and benefits as prescribed by applicable COMPANY plans and as prescribed by Section 8(b) hereof;
and (c) the rights and benefits to which EMPLOYEE’S estate or other
designated beneficiary shall be entitled upon his death, including a pro-rata
portion of the bonus described in Section 5 above for the year of death (which shall be paid at the time
provided under the terms of the applicable incentive plan), shall be payable to
such person or persons as EMPLOYEE shall have directed in writing or, in the
absence of a designation, to his estate.


 


(b)           Disability.  In the event that EMPLOYEE shall be unable,
because of illness, injury or similar incapacity (“disability”), to perform his
duties hereunder for an aggregate of six (6) months within any one
eighteen (18) month period, EMPLOYEE’S employment hereunder may be terminated
by written notice of termination from COMPANY to EMPLOYEE. In the event of a
termination of employment pursuant to this Section 11(b), EMPLOYEE shall
be entitled to receive the payment
described in Section 11(c) hereof, at the time set forth
therein, offset by the present value of the amount of any disability benefits
to which EMPLOYEE is reasonably expected to become entitled under any COMPANY
sponsored 


 


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disability plan. 
In the event of a termination of employment pursuant to this Section 11(b),
EMPLOYEE shall also be entitled, until his death, to the life insurance
benefits enumerated in Section 8(b) hereof, and to the rights,
including the rights to medical and dental benefits, enumerated under Section 8(c),
subject to the conditions of Section 8(f).


 


(c)           Termination by
COMPANY.  The Board shall have the
right, at its election to be made in writing and delivered to EMPLOYEE not less
than sixty (60) days prior to the effective date thereof, to terminate EMPLOYEE’S
employment under this Agreement for any reason. In the event of a termination
of employment pursuant to this Section 11(c), EMPLOYEE shall be entitled
to three (3) times EMPLOYEE’S highest annual salary and bonus paid to
EMPLOYEE at any time in respect of a single calendar year commencing with the
calendar year January 1, 2000, and such amount shall be payable in an
undiscounted lump sum not later than the fifteenth day of the third month
following the end of the calendar year in which the termination of employment
occurs.


 


EMPLOYEE shall also be entitled to the following:


 


(i)            Medical, dental and
welfare benefits included within the Employee Benefits where permissible under
applicable plans, and, as provided in Section 7 hereof, the provision of
substantially equivalent benefits where continuation of such benefits is
impermissible under the applicable plans, subject to the conditions of Section 8(f);


 


(ii)           The life insurance
benefits provided in Section 8(b) hereof;


 


(iii)          Existing perquisites and
other rights specified under Clause 8(c), subject to the conditions of Section 8(f);
and


 


(iv)          Full and immediate
vesting of EMPLOYEE’S restricted stock, stock options, stock appreciation
rights and, to the extent provided for in the applicable plans and/or award
agreements, additional vesting of any other then provided long-term incentive
benefits.  For purposes of determining
the period in which EMPLOYEE must exercise any outstanding options or stock
appreciation rights following his termination of employment, EMPLOYEE shall be
treated as if he had retired on the date of such termination.


 


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In the event of a
termination of employment pursuant to this Section 11(c), EMPLOYEE shall
have no duty to mitigate COMPANY’S obligations by seeking other employment or
by becoming self-employed, and COMPANY shall have no right to offset against
its obligations any consideration received by EMPLOYEE from any subsequent
employment or subsequent self-employment.


 


(d)           Constructive
Termination.  EMPLOYEE shall have the
right, at his election to be made in writing and delivered to COMPANY within
sixty (60) days after such event, to terminate his employment under this
Agreement if a material breach of this Agreement by COMPANY occurs which
COMPANY fails to cure within thirty (30) days after receipt of notice of such
breach.  In the event of a termination
under this Section 11(d), EMPLOYEE shall be entitled to treat such
termination as though it were a termination pursuant to Section 11(c) hereof.
Notwithstanding the foregoing, COMPANY shall not be in material breach if
EMPLOYEE’S duties and responsibilities are reduced solely by virtue of the fact
that COMPANY is (or substantially all of its assets are) sold to, or combined
with, another entity, provided that EMPLOYEE shall continue to have
substantially the same executive duties with respect to COMPANY’S business as
of the Effective Date and EMPLOYEE shall report directly to the board of
directors of any entity (or individual) that acquires COMPANY or its assets.


 


(e)           Termination of
Employment; Retirement.  For purposes
of this Agreement, the date of EMPLOYEE’s termination of employment or
retirement shall be the date of EMPLOYEE’s “separation from service” within the
meaning of Section 409A and Treas. Reg. § 1.409A-1(i) (or
successor provisions) and, for purposes
of this Agreement, references to a “termination,” “termination of employment”
or like terms shall mean “separation from service.”  For this purpose, EMPLOYEE shall have
a separation from service if he ceases to be an employee of COMPANY and all
affiliates with whom COMPANY would be considered a single employer under Section 414(b) or
414(c) of the Internal Revenue Code of 1986, as amended (the “Code”).  In addition, for this purpose, EMPLOYEE shall
have a separation from service if it is reasonably anticipated that no further
services shall be performed by EMPLOYEE, or that the level of services EMPLOYEE
shall perform shall permanently decrease to no more than 20 percent of the
average level of services performed by EMPLOYEE over the immediately preceding
36-month period.


 


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12.           Change
in Control.


 


COMPANY shall hold EMPLOYEE harmless against and shall
insulate EMPLOYEE from all of the effects of any excise or other tax payable by
EMPLOYEE under or as a result of Sections 280G and 4999 of the Internal Revenue
Code of 1986 or comparable state law, or any successor thereto, by reason of a
change in control.  COMPANY’S obligation
in this regard shall include a gross-up obligation, to hold EMPLOYEE harmless
from and to insulate EMPLOYEE from all of the effects of any income and excise
tax liability.  Any such gross-up payment
by COMPANY shall be paid promptly, but in no event later than the end of the
calendar year next following the calendar year in which EMPLOYEE remits the
related taxes.


 


13.           Miscellaneous.


 


(a)           Working Facilities.  During his employment hereunder, EMPLOYEE shall continue to be
furnished with office facilities and services at least substantially equivalent
to those which have been provided him immediately prior to the date of
execution of this Agreement.


 


(b)           Waiver of Breach.  If COMPANY breaches any provision of this
Agreement, EMPLOYEE shall not be deemed under any circumstances to have waived
any of his rights attributable to such breach unless he has specifically
consented to such waiver in writing. Any such waiver by EMPLOYEE of a breach of
any provision of this Agreement by COMPANY shall not operate or be construed as
a waiver of any subsequent breach by COMPANY.


 


If EMPLOYEE breaches any
provision of this Agreement, COMPANY shall not be deemed under any circumstances
to have waived any of its rights attributable to such breach unless it has
specifically consented to such waiver in writing. Any such waiver by COMPANY of
a breach of any provision of this Agreement by EMPLOYEE shall not operate or be
construed as a waiver of any subsequent breach by EMPLOYEE.


 


(c)           Notices.  Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing and if sent by
registered or certified mail (return receipt requested) to the following addresses:  If to COMPANY, at 10889 Wilshire Boulevard, 


 


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Los Angeles, California 90024, Attention: General
Counsel, with a copy to the Chairman of the Compensation Committee of the Board
at the same address, or to such other address as COMPANY may from time to time
in writing designate, and if to EMPLOYEE, at such address as he may from time
to time in writing designate (or his business address of record in the absence
of such designation).  All notices shall
be deemed to have been given two (2) business days after they have been
deposited in the United States mail.


 


(d)           Amendments.  Any provision contained in this Agreement or
in any renewal or extension hereof upon the same or different terms and conditions
may be amended at any time or from time to time by mutual agreement of EMPLOYEE
and COMPANY without the consent of any other person named or described in this
Agreement as a beneficiary of any of its provisions.


 


(e)           Assignment.  During the Term, COMPANY shall not merge,
consolidate or otherwise combine with any other entity unless COMPANY shall be
the surviving corporation or the surviving corporation shall have assumed all
COMPANY’S obligations under this Agreement. The obligations of COMPANY under
this Agreement shall be binding upon the surviving corporation upon the merger,
consolidation or combination of COMPANY with such corporation.  This Agreement shall inure to the benefit of
COMPANY and its successors and assigns and of EMPLOYEE and his heirs and
personal representatives.


 


(f)            Entire Agreement.  This Agreement, together with the plans,
programs, arrangements and agreements referred to herein, as they may be
amended from time to time in accordance with their terms, constitutes the
entire agreement between COMPANY and EMPLOYEE with respect to the subject
matter hereof, amends and supersedes the Prior Agreement and, except as
expressly provided herein, specifically does not affect those certain
agreements identified on Exhibit A hereto. 
This Agreement may not be changed orally but only by an instrument in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.


 


(g)           Severability and Survival of
Certain Provisions.  The invalidity
of any term of this Agreement shall not invalidate or otherwise affect any
other term of this Agreement. The following provisions of this Agreement shall
survive any expiration of the Term of the 


 


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Agreement: Section 7 Employee Benefits; Section 8
Supplemental Benefits; Section 11 and Section 13 Miscellaneous
(except

Clause (a)).


 


(h)           Applicable Law.


 


(i)            Subject to Section 13(j), this
Agreement shall be governed by and construed under and in accordance with the
laws of the State of California applicable to contracts made and to be wholly
performed within the State of California, without regard to principles of
conflicts of laws; and the laws of that state shall govern all of the rights,
remedies, liabilities, powers and duties of the parties under this Agreement
and of any arbitrator or arbitrators to whom any matter hereunder may be
submitted for resolution by the parties hereto.


 


(ii)           Subject to Section 13(j), any
legal action or proceeding with respect to this Agreement shall be brought
exclusively in the federal or state courts of the State of California, and by
execution and delivery of this Agreement, EMPLOYEE and COMPANY irrevocably
consent to the jurisdiction of those courts. EMPLOYEE and COMPANY irrevocably
waive any objection, including any objection to the laying of venue or based on
the grounds of forum non conveniens, which either may now or hereafter have to
the bringing of any action or proceeding in such jurisdiction in respect of
this Agreement or any transaction related hereto. EMPLOYEE and COMPANY
acknowledge and agree that any service of legal process by mail in the manner
provided for notices under this Agreement constitutes proper legal service of
process under applicable law in any action or proceeding under or in respect of
this Agreement.


 


(i)            Administration.  The Board, or such committee of the Board as
it may by resolution specifically designate, shall administer this Agreement on
behalf of COMPANY and take any action and exercise any discretion required or
permitted to be taken or exercised by COMPANY, pursuant to the provisions
hereof.


 


(j)            Arbitration.  Any controversy or claim arising out of or
relating to this Agreement and EMPLOYEE’S employment by COMPANY, including
claims of wrongful discharge, discrimination, harassment and any injury to
EMPLOYEE’s physical, mental or economic interests shall be settled by binding
arbitration in California, in accordance with the Employment Dispute Resolution
rules of the JAMS/Endispute.  The
only disputes between 


 


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EMPLOYEE and COMPANY not covered by this Agreement are
claims for unemployment insurance or workers compensation and claims for
benefits under any employee benefit plan, which benefit claims shall be
resolved pursuant to the claims procedures under the applicable plan.  The demand for arbitration must be made
within two years after the controversy or claim arises; failure to do so shall constitute
an absolute bar to the institution of any such proceeding and shall forever
constitute a waiver respecting any such controversy or claim.  Any award pursuant to such arbitration shall
be included in a written decision which shall state the legal and factual
reasons upon which the award was based, including all the elements involved in
the calculation of any award of damages. Any such award shall be deemed final
and binding and may be entered and enforced in any state or federal court of
competent jurisdiction.  The arbitrator(s) shall
interpret the Agreement in accordance with the laws of California.  The arbitrator(s) shall be authorized to
award reasonable attorneys’ fees and other arbitration-related costs to the
prevailing party.


 


(k)           Indemnity and Insurance.  In any situation where under applicable law the COMPANY has the
power to indemnify EMPLOYEE in respect of any judgments, fines, settlements,
loss, cost or expense (including attorneys’ fees) of any nature related to or
arising out of EMPLOYEE’S activities as an agent, employee, officer or director
of COMPANY or in any other capacity on behalf of or at the request of COMPANY,
COMPANY agrees that it will indemnify EMPLOYEE to the fullest extent permitted
by applicable law, for EMPLOYEE’s life, and, if later, until the complete disposition
of all claims related to or arising out of such activities, including but not
limited to making such findings and determinations and taking any and all such
actions as COMPANY may, under applicable law, be permitted to have the
discretion to take so as to effectuate such indemnification.  COMPANY further agrees to furnish EMPLOYEE
for the remainder of his life with Directors’ and Officers’ liability insurance
insuring EMPLOYEE, against occurrences which occur during the term of this
Agreement, such insurance to have policy limits aggregating not less than $100
million, and otherwise to be in substantially the same form and to contain
substantially the same terms, conditions and exceptions as the liability
insurance policies provided for officers and directors of COMPANY in force from
time to time. The payment of any indemnity pursuant to this and any other
applicable provision shall comply with the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv) (or
successor provisions), to the extent applicable.  For this purpose, (i) the amount of
expenses indemnified in one calendar year shall 


 


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not affect the amount of expenses indemnified in any
other year, (ii) payment
of an indemnity shall be made promptly, but in any event no later than by the
last day of the calendar year next following the calendar year in which the
expense was incurred and (iii) the right to indemnification shall not be
subject to liquidation or exchange for any other benefit.


 


(l)            Section 409A
Compliance.


 


(i)            The intent of the parties is that
payments and benefits under this Agreement comply with Section 409A and
the regulations and guidance promulgated thereunder, to the extent applicable,
and, accordingly, to the maximum extent permitted, this Agreement shall be
administered and interpreted to be in compliance therewith, to the extent
applicable.


 


(ii)           In the event the EMPLOYEE is a
specified employee (within the meaning of Section 409A and Treas. Reg.
§ 1.409A-1(i) (or successor provisions) and as determined pursuant to any rules adopted
for such purposes by COMPANY) as of the date of retirement or
termination, then with regard to any reimbursement or payment or the provision
of any benefit under this Agreement (including, without limitation, Sections 7,
8, 11 and 12) that is considered deferred compensation under Section 409A
payable on account of a “separation from service” (as distinguished from, for
instance, at a specified time or fixed schedule as described under Treas. Reg.
§ 1.409A-3(a)(4) and -3(i)) and that is not exempt from Section 409A
as involuntary separation pay or a short-term deferral (or otherwise), such
reimbursement, payment or benefit shall be paid or provided at the date which
is the earlier of (i) the expiration of the six (6)-month period measured
from the date of such “separation from service” of the Executive, and (ii) the
date of Executive’s death (the “Delay Period”) (unless, in the case of
any benefit subject to the Delay Period, COMPANY and EMPLOYEE agree that
EMPLOYEE shall be charged for receiving such benefit during the Delay Period,
at a fair market value price, in which case EMPLOYEE shall subsequently be
reimbursed by COMPANY for such charge at the end of the Delay Period).  Upon the expiration of the Delay Period, all
payments and benefits delayed pursuant to this Section 13(l)(ii) (whether
they would have otherwise been payable in a single sum or in installments in
the absence of such delay) shall be paid or reimbursed to EMPLOYEE in a lump
sum, and any remaining payments and
benefits due under this Agreement shall be paid or provided in accordance with
the normal payment dates specified for them herein.


 


- 14 -













 


(iii)          Notwithstanding anything herein to the
contrary, any amount that is subject to Section 409A and that would have
been paid in 2008 under the Prior Agreement and Section 409A shall be paid
by December 31, 2008.  No amount
that is subject to Section 409A shall be paid in 2008 under this Agreement
that would not have been paid in 2008 under the Prior Agreement and Section 409A.


 


 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
   

  	
  OCCIDENTAL PETROLEUM
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Cozyn

  	
   

  
	
   

  	
   

  	
  Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ray R. Irani

  	
   

  
	
   

  	
   

  	
  Dr. Ray R. Irani

  



 


- 15 -













 


Dr. Ray
Irani


 


List of
Special Agreements (Exhibit A)


 




 





·              Indemnification
Agreements, dated May 21, 1987 and August 22, 2002, between EMPLOYEE
and COMPANY or any affiliates.


 


·              Split-Dollar
Life Insurance Agreement, dated October 31, 1994.


 


Other Agreements:


 


·              Any
and all applicable and current Stock Options, Restricted Stock, and Performance
Stock Option Agreements, Plans, and letters.


 


·              Any
and all applicable and current Enrollment Agreements under Senior Executive
Deferred Compensation Plans.


 


·              Insurance
Agreement under Senior Executive Survivor Benefit Plan, dated January 1,
1986.


 


·              Elections
pursuant to Occidental Petroleum Corporation Deferred Compensation Plan.