Exhibit 10.3


 


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 Donald P. de Brier (hereinafter
referred to as “Employee”).


 


WITNESSETH


 


WHEREAS, Employee has been rendering services to Employer, most
recently pursuant to a written agreement between Employee and Employer dated May 22,
2008 (the “Prior Agreement”); 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 continue to perform the duties of Executive Vice
President, General Counsel and Secretary, or shall serve in such other capacity
and with such other duties for Employer or any of the subsidiaries of Employer
or any corporation affiliated with Employer (any such subsidiary or affiliated
corporation hereafter to be deemed Employer under this Agreement) as 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 hereunder shall be for
a period of five (5) years, commencing on June 1, 2008, and ending
midnight May 31, 2013, unless terminated prior thereto in accordance with
the provisions of this Agreement, or unless extended by mutual agreement in
accordance with Paragraph 9 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 five hundred
fifty-one thousand dollars ($551,000) 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.


 


4.             Participation in Benefit 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 his employment and as otherwise provided in this Agreement.  These benefits include life insurance while
employed which pays three (3) times base pay in the event of death.  Employee will be entitled to one country club
membership paid for by Employer provided that the Chief Executive Officer of
Employer has prior approval on 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 created by Employer during the term of this Agreement (the “Equity-Based
Compensation Plans”), as long 


 


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as Employer
continues the plans during the term of this Agreement, and to receive awards or
grants under the 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.


 


5.             Exclusivity of
Services.  Employee shall not render
paid or unpaid services on a self-employed basis or to any other employer.


 


6.             Vacation.  Employee shall be entitled to a total of six (6) weeks
vacation per calendar year. Employee agrees to follow Employer’s relevant
policies and procedures for scheduling and taking such vacations.


 


7.             Termination.


 


a.             Cause.  Notwithstanding the term of this
Agreement, Employer may discharge Employee and terminate this Agreement without
severance or other pay for cause, including without limitation, (i) failure
to satisfactorily perform his duties or responsibilities hereunder or
negligence in complying with Employer’s legal obligation, (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, or (vi) death.  In
the case of events (i) through (v) above, Employer shall give
Employee notice of such cause and Employee shall have thirty (30) days to cure
such breach.


 


b.             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 7(b), 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 Paragraph 3
hereof and the maximum annual benefit under the LTD, payable monthly on a pro
rated basis.


 


c.             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”).


 


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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
and his spouse shall be eligible to participate in Employer’s medical plan, as
in effect from time to time, on the same terms and conditions as are applicable
to other retirees who qualify for retiree medical coverage.  In the event Employer terminates its retiree
medical plan for employees generally before the end of the Compensation Period,
Employee and Employee’s spouse shall be entitled, until the end of the
Compensation Period, to the same medical benefits provided by Employer from
time to time to its active employees generally.


 


(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.


 


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(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 7(c).  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 7(c) (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 7(c)(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.


 


During the Compensation Period, Employee shall not accept employment
with, or act as a consultant for, or perform services for any person, firm or
corporation directly or indirectly engaged in any business competitive with
Employer without the prior written consent of Employer.


 


d.             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.


 


8.             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.


 


9.             Modification.  This Agreement, 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.


 


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


 


11.           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.


 


12.           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.


 


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


 


14.           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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15.           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
7) 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 15(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
7(c)), 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/ Martin Cozyn

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald P. de
  Brier

  	
   

  
	
   

  	
   

  	
    Donald P.
  de Brier

  



 


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