Exhibit 10.2


 


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


 


This Employment Agreement is made as of the 9th day of October, 2008 by
and between Occidental Petroleum Corporation, a Delaware corporation
(hereinafter referred to as “Employer”), and Stephen I. Chazen (hereinafter
referred to as “Employee”).


 


WITNESSETH


 


WHEREAS, Employee, since May 1, 1994, has served as an officer of
Employer, most recently pursuant to an agreement between Employee and Employer
dated January 13, 2005 (the “Prior Agreement”) and is currently Employer’s
President and Chief Financial Officer, and also head of Corporate Development;
and


 


WHEREAS, the parties now desire to amend the Prior Agreement in certain
respects;


 


NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein, Employer and Employee hereby agree to continue Employee’s employment
upon the following terms and conditions:


 


1.             Duties.  Employee shall perform the duties of
President and Chief Financial Officer, and also head of Corporate Development
or shall serve in such other capacity and with such other duties for Employer
as the Chief Executive Officer of Employer may direct. In performing such
duties, Employee will comply with Employer’s Code of Business Conduct and
Corporate Policies, as the same may be amended from time to time.


 


2.             Term
of Employment.  The term of
employment shall be for a period of five (5) years, commencing on January 13,
2005, and ending midnight January 12, 2010, unless terminated prior
thereto in accordance with the provisions of this Agreement, or unless extended
by mutual agreement in accordance with Paragraph 8 hereof.


 


3.             Compensation.  For the services to be performed hereunder,
Employee shall be compensated by Employer at the base pay rate of not less than
eight hundred thousand dollars ($800,000) per annum, payable semi-monthly.  The minimum salary hereunder shall be
automatically adjusted to the level of any increase in annual compensation as
the Employer may determine during the term of this Agreement. Salary increases may
be paid, at the discretion of the Compensation Committee, in cash or common
stock (or restricted stock units) of Employer, or a combination thereof.


 


4.             Participation
in Benefit and Executive Programs. 
Employee shall be eligible to participate in all benefit programs and
under the same terms and conditions as are generally applicable to salaried
employees and senior executives of Employer during the term of this
Agreement.  Employee will be entitled to
one membership in a private club of his choosing paid for by Employer, provided
that the Chief Executive Officer of Employer has approved the selection of the
specific club. Employee shall also be eligible to participate in (i) Employer’s
2001 Incentive Compensation Plan, (ii) Employer’s 2005 Long-Term Incentive
Plan and (iii) any other equity-based compensation plan maintained or
created by Employer during the term of this Agreement (the “Equity-Based
Compensation Plans”), as long as Employer continues such plans 


 













 


during the term of
this Agreement, and to receive awards or grants under such Plans at Employer’s
sole discretion. Employee also shall be entitled to participate in Employer’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. 
Employee shall be entitled to a total of six (6) weeks of paid
vacation in each contract year.


 


During
any period following Employee’s retirement or termination from employment with
Employer, Employee and his spouse shall be eligible to participate in the
Occidental Petroleum Corporation Medical Care Plan.


 


5.             Exclusivity
of Services.  Employee agrees to
devote his full-time, exclusive services to Employer hereunder, except for such
time as Employee may require in connection with his personal investments.


 


6.             Termination.


 


(a)           Voluntary
Resignation.  Employee may
voluntarily resign, and such resignation shall not be deemed to be a breach of
this Agreement, so long as Employer is provided at least sixty (60) days’
notice of any resignation.


 


(b)           Cause.  Notwithstanding the term of this Agreement,
Employer may discharge Employee and terminate this Agreement without severance
or other pay upon thirty (30) days’ written notice or pay in lieu of such
notice for material cause, including without limitation, (i) failure to
satisfactorily perform his duties or responsibilities hereunder or negligence
in complying with Employer’s legal obligations, (ii) refusal to carry out
any lawful order of Employer, (iii) breach of any legal duty to Employer, (iv) breach
of Paragraph 5 of the Agreement, or (v) conduct constituting moral
turpitude or conviction of a crime which may diminish Employee’s ability to
effectively act on the Employer’s behalf or with or on behalf of others.  Employer shall give Employee notice of such
cause and Employee shall have thirty (30) days to cure such breach.


 


(c)           Death.  In the event of Employee’s death, Employer
will provide the estate of Employee, a payment in addition to any other payment
due and payable, equivalent to a pro-rata bonus for the year of death, at the
time provided under the terms of the applicable incentive plan.


 


(d)           Incapacity.  If, during the term of this Agreement,
Employee is incapacitated from performing the essential functions of his job
pursuant to this Agreement by reason of illness, injury, or disability,
Employer may terminate this Agreement by at least one week’s written notice to
Employee, but only in the event that such conditions shall aggregate not less
than one-hundred eighty (180) days during any twelve (12) month period.  In the event Employee shall (i) continue
to be incapacitated subsequent to termination for incapacity pursuant to this
Paragraph 6(d), and (ii) be a participant in and shall qualify for
benefits under Employer’s Long Term Disability Plan (“LTD”), then Employer will
continue to compensate Employee, for so long as Employee remains eligible to
receive LTD benefits, in an amount equal to the difference between sixty
percent (60%) of Employer’s annual compensation as set forth in 


 


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Paragraph 3 hereof
and the maximum annual benefit under the LTD, payable monthly on a pro rated
basis.


 


(e)           Without
Cause.  Employer may at any time
terminate the employment of Employee without cause or designate a termination
for cause as a termination without cause, and in such event Employer shall, in
lieu of continued employment, compensate Employee in an amount equal to two (2) times
the sum of Employee’s highest annual base salary and annual cash bonus target
prior to Employee’s termination of employment. 
Such amount shall be payable in equal monthly installments (less
appropriate deductions for applicable taxes and the cost of any medical or
dental coverage) over two (2) years, beginning with the first calendar
month following the date of Employee’s termination (the “Compensation Period”).


 


In the event Employee dies during the Compensation Period, any
remaining installment payments due will be paid in a lump sum to Employee’s
estate.  Such amount shall be paid as
soon as administratively feasible and in no event later than 90 days following
the date of Employee’s death.


 


In the event of Employee’s termination without cause, Employee also
shall be entitled to the following:


 


(i)            During
the Compensation Period, in addition to any right to additional or accelerated
vesting under the terms of the applicable awards or Equity-Based Compensation
Plan, Employee shall continue to vest in all stock options, stock appreciation
rights, restricted stock and restricted stock units (other than
performance-based awards described in the following paragraph) previously
granted to Employee under the Equity-Based Compensation Plans, as if Employee
had continued as a full-time employee of Employer.  Employee shall continue to be eligible to
exercise all stock options and stock appreciation rights that are or become
exercisable during the Compensation Period, provided that no such awards may be
exercised after the earlier of (I) the latest date on which the award
could have expired pursuant to its terms and (II) ten (10) years
after its original grant date.


 


Any performance-based long-term incentive award or
portion of such an award that is not forfeited at the time of Employee’s
termination of employment shall be paid at the time and in the manner provided
for under the terms of such award.  In
addition, Employee shall be entitled to cash payments with respect to any
performance-based long-term incentive awards previously granted to Employee
under the Equity-Based Compensation Plans that are forfeited at the time of
Employee’s termination but would have become vested had Employee remained
continuously employed by Employer during the Compensation Period, based on
Employer’s actual achievement with respect to the applicable performance-based
vesting criteria.  Such payments with
respect to such forfeited awards shall be equal in value to the amounts
Employee would have received with respect to such awards, and shall be made at
the time such awards would have been settled, had Employee remained employed by
Employer during the Compensation Period.


 


(ii)           Employee
shall be entitled to the medical benefits provided above in Paragraph 4.


 


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(iii)          During
the Compensation Period, Employee shall be entitled to continued
coverage (at Employer’s cost) under any general liability insurance policy
maintained by Employer for the benefit of Employee at the time of Employee’s
termination of employment on the same terms and conditions as are applicable to
senior executives of Employer generally.


 


(iv)          During the Compensation Period, Employee and
his spouse shall continue to be eligible to participate in Employer’s dental
plan, as in effect from time to time, at the active participant rate, but on an
after-tax basis.


 


(v)           Within 90 days following the end of each Payout Period (as defined
below), Employee shall receive a lump sum payment equal to the aggregate
employer-provided benefit Employee would have accrued during such Payout Period
under the Occidental Petroleum Corporation Savings Plan (the “Savings Plan”),
the Occidental Petroleum Corporation Retirement Plan and the Occidental
Petroleum Corporation Supplemental Retirement Plan II (or any successor plan to
any of the foregoing) assuming (I) Employee contributed the maximum
elective contributions permissible under the Savings Plan and (II) a rate
of compensation equal to the cash severance paid to Employee during such Payout
Period pursuant to this Paragraph 6(e).  In
addition, within 90 days following the end of each Payout Period, Employee shall receive a lump sum payment
equal to the value (as determined in good faith by Employer) of continued
participation during such Payout Period in any employee benefit plans in which
Employee is participating at the time of his termination not otherwise
described above in this Paragraph 6(e) (but only to the extent such plans
continue to be available to salaried employees and senior executives during
such Payout Period), which payment shall be in lieu of such continued
participation.


 


For purposes of this Paragraph 6(e)(v), a “Payout Period” shall mean
the portion of each calendar year beginning or ending within the Compensation
Period that falls within the Compensation Period.  Each Payout Period shall end on December 31
of the calendar year, except that if the Compensation Period ends during a
calendar year, the final Payout Period shall end on the last day of the
Compensation Period.


 


Except as expressly provided above or under the terms of any plan,
program, arrangement or agreement covering Employee, following Employee’s
termination of employment, Employee shall not be entitled to participate in any
employee benefit plans or programs offered by Employer.


 


(f)            Termination
of Employment.  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
(“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”)
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 Employer and all affiliates with whom Employer
would be considered a single employer under Section 414(b) or 414(c) of
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 


 


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average level of
services performed by Employee over the immediately preceding 36-month period.


 


7.             Confidential
Information.  Employee agrees that he
will not divulge to any person, nor use to the detriment of Employer or any of
its affiliates or subsidiaries, nor use in any business or process of
manufacture competitive with or similar to any business or process of
manufacture of Employer or any of its affiliates or subsidiaries, at any time
during employment by Employer or thereafter, any trade secrets or confidential
information obtained during the course of his employment with Employer, without
first obtaining the written permission of Employer.


 


Employee agrees that, at the time of leaving the employ of Employer, he
will deliver to Employer, and not keep or deliver to anyone else, any and all
credit cards, notes, notebooks, memoranda, documents and, in general, any and
all material relating to Employer’s business, including copies therefor,
whether in paper or electronic format.


 


8.             Modification.  This Agreement and the related
indemnification agreement between Employee and Employer, together with the
plans, programs, arrangements and agreements in which Employee currently
participates or is eligible or becomes eligible to participate, as they may be
amended from time to time in accordance with their terms, contains all the
terms and conditions agreed upon by the parties hereto, and no other
agreements, oral or otherwise, regarding the subject matter of this Agreement
shall be deemed to exist or bind either of the parties hereto.  This Agreement cannot be modified except by a
subsequent writing signed by both parties.


 


9.             Prior
Agreement.  This Agreement supersedes
and replaces any and all previous employment agreements between the parties.


 


10.           Severability.  If any provision of this Agreement is illegal
and unenforceable in whole or in part, the remainder of this Agreement shall
remain enforceable to the extent permitted by law.


 


11.           Governing
Law.  This Agreement shall be
construed and enforced in accordance with the laws of the State of
California.  In the event that any
ambiguity or questions of intent or interpretation arise, no presumption or
binder of proof shall arise favoring or disfavoring the Employer by virtue of
authorship of this Agreement and the terms and provisions of this Agreement
shall be given their meaning under law.


 


12.           Assignment.  This Agreement shall be binding upon
Employee, his heirs, executors and assigns and upon Employer, its successors
and assigns.


 


13.           Arbitration.  In consideration for entering into this
Agreement and for the position, compensation, benefits and other promises
provided hereunder, the Employee and Employer agree to be bound by the
arbitration provisions attached hereto as Attachment 1 and incorporated herein
by this reference.


 


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14.           Section 409A
Compliance.


 


(a)           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.


 


(b)           In
the event 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 Employer) 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, Paragraph
6) 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 Employee, and (ii) as soon as administratively feasible
and in no event later than 90 days following the date of Employee’s death (the “Delay
Period”) (unless, in the case of any benefit subject to the Delay Period,
Employer 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 Employer 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 Paragraph 14(b) (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.


 


(c)           With
regard to any provision herein that provides for reimbursement of costs and
expenses or in-kind benefits (including, without limitation, Paragraphs 4 and
6(e)), the provision of such payment or benefit shall comply with the
requirements of Treas. Reg. § 1.409A-3(i)(1)(iv) (or any successor
provision) 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.


 


(d)           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.


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.


 


 


	
   

  	
   

  	
  OCCIDENTAL PETROLEUM
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ray R. Irani

  	
   

  
	
   

  	
   

  	
  Dr. Ray R. Irani

  
	
   

  	
   

  	
  Chairman of the Board
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Stephen I.
  Chazen

  	
   

  
	
   

  	
   

  	
  Stephen I. Chazen

  
					



 


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