Exhibit 10.2


 


OCCIDENTAL PETROLEUM CORPORATION


2005 LONG-TERM INCENTIVE PLAN


TOTAL SHAREHOLDER RETURN INCENTIVE AWARD AGREEMENT


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


 


	
  GRANTEE:

  	
  «First» «Last»

  
	
   

  	
   

  
	
  DATE OF GRANT:

  	
  July 16,
  2008

  
	
   

  	
   

  
	
  TARGET PERFORMANCE SHARES:

  	
  «TSRShares»

  
	
   

  	
   

  
	
  PERFORMANCE PERIOD:

  	
  July 16, 2008 through July 15, 2012

  



 


 


THIS AGREEMENT (this “Agreement”)
is made as of the Date of Grant between OCCIDENTAL PETROLEUM CORPORATION, a
Delaware corporation (“Occidental” and, with its subsidiaries, the “Company”),
and Grantee.


 


1.                                     GRANT OF TARGET PERFORMANCE SHARES.  In accordance with this Agreement 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 one-half in Shares and one-half in
cash up to 150% of the number/value of Target Performance Shares.  For the purposes of this Agreement, “Target
Performance Shares” means a bookkeeping entry that records the equivalent of
Shares awarded pursuant to Section 4.2 of the Plan that is payable upon
the achievement of the Performance Goal. Target Performance Shares are not
Shares and have no voting rights or, except as stated in Section 6,
dividend rights.


 


2.                                     RESTRICTIONS ON TRANSFER.  Neither this Agreement nor any right to
receive Shares or cash pursuant to this Agreement 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).


 


3.                                     PERFORMANCE GOAL.  The Performance Goal for the Performance
Period is a peer company comparison based on Total Shareholder Return (defined
as Total Stockholder Return in the Plan), 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 July 16, 2008 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 July 15,
2012.  The peer companies are: Anadarko
Petroleum Corporation, Apache Corporation, BP p.l.c., Chevron Corporation,
ConocoPhillips, Devon Energy Corporation, ExxonMobil Corporation and Royal
Dutch Shell plc.  If a peer company
ceases to be a publicly-traded company at any time during the Performance
Period or the Committee determines pursuant to Section 7 of this Agreement
to reflect a change in circumstances with respect to any peer company, 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.


 


 


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4.                                     VESTING AND FORFEITURE OF TARGET PERFORMANCE SHARES.  (a) 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 Target 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 this Agreement will
terminate automatically on the date of Grantee’s termination and Grantee shall
forfeit the right to receive any Shares or cash hereunder.


 


(b) The Grantee’s right to
receive payment of this award in an amount not to exceed 150% of the Target
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.


 


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


 


5.                                     PAYMENT OF AWARDS.  The Target Performance Shares as adjusted
pursuant to Sections 4 and 7 of this Agreement 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 Target Performance
Shares earned at the Performance Goal level attained and will be paid as
promptly as possible after such date. 
The Shares covered by this Agreement 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 Shares 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 Target
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 during the period beginning on the Date of Grant
and ending with respect to any portion of the Target Performance Shares covered
by this Agreement on the date on which the Grantee’s right to receive such
portion becomes nonforfeitable, 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 as promptly as may be practicable after
the Grantee has been credited with a Dividend Equivalent.


 


 


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7.                                     ADJUSTMENTS.


(a)                                             The number
of Target Performance Shares or kind of shares of stock covered by this
Agreement 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 this Agreement 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 this Agreement confers upon the
Grantee any right with respect to continued employment by the Company, nor
limits in any manner the right of the Company to terminate the employment or
adjust the compensation of the Grantee. 
Unless otherwise agreed in a writing signed by the Grantee and an
authorized representative of the Company, the Grantee’s employment with the
Company is at will and may be terminated at any time by the Grantee or the
Company.


 


9.                                     TAXES AND WITHHOLDING.  The Grantee is responsible for any federal,
state (including, as required by applicable law, the state in which the Grantee
resides on the Grant Date and the states in which the Grantee resides during
the vesting period), local or foreign tax, including income tax, social
insurance, payroll tax, payment on account or other tax-related withholding
with respect to the grant of Target Performance Shares (including the grant,
the vesting, the receipt of Shares or cash, the sale of Shares and the receipt
of dividends or Dividend Equivalents, if any). 
If the Company must withhold any tax in connection with the issuance of
any Shares or the payment of cash or any other consideration pursuant to the
grant of Target Performance Shares (other than the payment of Dividend
Equivalents), the Grantee shall satisfy all or any part of any such withholding
obligation equally from any cash amount payable under this Agreement and, from
the Shares that are issued or transferred to the Grantee pursuant to this
Agreement, unless the Grantee otherwise instructs the Company in writing not
less than thirty (30) days prior to the end of the Performance Period.  Any Shares so surrendered by the Grantee
shall be credited against the Grantee’s withholding obligation at their
Certification Date Value.  If the Company
must withhold any tax in connection with granting of Target Performance Shares
or the payment of Dividend Equivalents pursuant to this grant of Target
Performance Shares, the Grantee by acknowledging this Agreement agrees that, so
long as the Grantee is an employee of the Company for tax purposes, all or any
part of any such withholding obligation shall be deducted from the Grantee’s
wages or other cash compensation (including Dividend Equivalents).  The Grantee shall pay to the Company any
amount 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 foreign securities laws; however,
the Company will not issue any Shares or other securities pursuant to this
Agreement 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
this Agreement 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


 


 


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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 Target Performance Shares
are not part of normal or expected compensation or salary for any purposes,
including, but not limited to calculation of any severance, resignation,
termination, redundancy, end of service payments, bonuses or long-service
awards.  This grant of Target Performance
Shares does not create any contractual or other right to receive future grants
of Target Performance Shares, or benefits in lieu of Target Performance Shares,
even if Grantee has a history of receiving Target 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 this Agreement to the extent it
is applicable to this Agreement; however, no amendment will adversely affect
the rights of the Grantee under this Agreement without the Grantee’s consent.


 


13.                              SEVERABILITY.  If one or
more of the provisions of this Agreement 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 this Agreement, and the remaining
provisions of this Agreement will continue to be valid and fully enforceable.


 


14.                              ENTIRE
AGREEMENT; RELATION TO PLAN;
INTERPRETATION.  Except as
specifically provided in this Section, this Agreement and the Attachments
incorporated in this Agreement constitute the entire agreement between the
Company and the Grantee with respect to this Total Shareholder Return Incentive
Award.  This Agreement is subject to the
terms and conditions of the Plan.  In the
event of any inconsistent provisions between this Agreement and the Plan, the
provisions of the Plan control. 
Capitalized terms used in this Agreement without definition have the
meanings assigned to them in the Plan. 
References to Sections and Attachments are to Sections of, and
Attachments incorporated in, this Agreement unless otherwise noted.


 


15.                              SUCCESSORS AND ASSIGNS.  Subject to Sections 2 and 4, the provisions
of this Agreement 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 this Agreement.


 


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 this Agreement 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 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


 


 


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and securities laws (“Data”).  Data may be transferred to any third parties
assisting in the implementation, administration and management of the
Plan.  These recipients may be located in
the Grantee’s country or elsewhere, and may have different data privacy laws
and protections than the Grantee’s country. 
By accepting this Agreement, 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.  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 this
Agreement 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) the Grantee’s participation in the Plan
is voluntary; (iii) 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;
and (iv) 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.


 


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 this Agreement, 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
this Agreement by reference.


 


20.                              RELATION TO EMPLOYMENT AGREEMENT.  In the event of any inconsistent provisions
between this Agreement and any employment agreement between the Grantee and the
Company, the provisions of this Agreement control except with respect to
Attachment 2


 


 


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Arbitration Provisions.


 


21.                              COMPLIANCE WITH SECTION 409A OF THE INTERNAL REVENUE CODE.  Notwithstanding anything to the contrary
contained in this Agreement, to the extent that the Board determines that the
Plan or this award is subject to Section 409A of the Code and fails to
comply with the requirements of Section 409A of the Code, 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 of the Code or
to comply with the applicable provisions of such section.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed on its behalf by its duly
authorized officer and Grantee has also executed this Agreement in duplicate.


 


	
   

  	
  OCCIDENTAL
  PETROLEUM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


 


                                                The
undersigned Grantee hereby accepts this Total Shareholder Return Incentive
Award, subject to the terms and conditions of the Plan and the terms and
conditions set forth in this Agreement.


 


	
   

  	
   

  	
   

  
	
   

  	
  Grantee

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
				



 


 


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EXHIBIT 1


2005 Long-Term Incentive Plan


2008 Total Shareholder Return Incentive Award


 


Example of Total Shareholder Return
Payout Calculations


 


Step 1:  Order Peer
Companies by TSR values (excluding Oxy) highest to lowest, assign ordinal
values starting at lowest value


 


	
  Peer

  	
   

  	
  TSR

  	
   

  	
  Ordinal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  Value

  	
   

  	
  Value

  	
   

  
	
  A

  	
   

  	
   

  	
  313.4

  	
   

  	
  8

  	
   

  
	
  B

  	
   

  	
   

  	
  300.4

  	
   

  	
  7

  	
   

  
	
  C

  	
   

  	
   

  	
  264.2

  	
   

  	
  6

  	
   

  
	
  D

  	
   

  	
   

  	
  257.0

  	
   

  	
  5

  	
   

  
	
  E

  	
   

  	
   

  	
  253.8

  	
   

  	
  4

  	
   

  
	
  F

  	
   

  	
   

  	
  242.0

  	
   

  	
  3

  	
   

  
	
  G

  	
   

  	
   

  	
  196.3

  	
   

  	
  2

  	
   

  
	
  H

  	
   

  	
   

  	
  136.1

  	
   

  	
  1

  	
   

  



 


Step 2:  Calculate bottom 1/3
threshold


 


n = number of companies (excluding Oxy) = 8


q = (n — 1) x (0.33) = (8 — 1) x (0.33) = 2.31


j = integer portion of q = 2


g = noninteger portion of q = 0.31


Bottom 1/3 = [(1 — g) x ordinal value(j+1)] + [(g) x
ordinal value(j+2)]


= [(1 — g) x (3rd ordinal value)] + [(g) x
(4th ordinal value)]


= [(1 — 0.31) x (242.0)] + [(0.31) x (253.8)]


= 245.7


 


Step 3:  Calculate top 1/3 threshold


 


n = number of companies (excluding Oxy) = 8


q = (n — 1)(0.67) = (8 - 1)(0.67) = 4.69


j = integer portion of q = 4


g = noninteger portion of q = 0.69


Top 1/3 = [(1 — g) x ordinal value(j+1)] + [(g) x
ordinal value(j+2)]


= [(1 — g) x (5th ordinal value)] + [(g) x
(6th ordinal value)]


= [(1 — 0.69) x (257.0)] + [(0.69) x (264.2)]


= 262.0


 


 


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Step 4:  Calculate payout for a
specific Oxy TSR result (with payout limited to 150%)


 


If Oxy TSR result is less than or equal to bottom 1/3 then
payout = 0%


 


Example: if Oxy
TSR = 240.0, then payout = 0%


 


If Oxy TSR result is greater than or equal to top 1/3, then
payout = 150%


 


Example: if Oxy
TSR = 290.3, then payout = 150%


 


If Oxy TSR is between bottom 1/3 and top 1/3 then linearly
interpolate as follows:


 


Payout = [(Oxy TSR - bottom 1/3 threshold) ÷ spread between
top 1/3 and bottom 1/3] x 150%


 


Example: if Oxy
TSR = 255.5, then payout


= [(255.5 — 245.7) ÷ (262.0 — 245.7)] x 150%


= 90%


 


 


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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, to the 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 this Agreement 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 this Agreement: (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 employee
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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