Exhibit 10.1


 


OCCIDENTAL
PETROLEUM CORPORATION


2005
LONG-TERM INCENTIVE PLAN


RETURN
ON EQUITY INCENTIVE AWARD


(Cash-based, Cash-settled Award)


 


	
  GRANTEE:

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  DATE
  OF GRANT:

  	
   

  	
  July 16, 2008

  
	
   

  	
   

  	
   

  
	
  TARGET INCENTIVE AMOUNT:

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PERFORMANCE PERIOD:

  	
   

  	
  July 1, 2008 through June 30, 2011

  



 


 


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
RETURN ON EQUITY INCENTIVE AWARD.  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
in Cash up to 200% of the Target Incentive Amount.


 


2.                                     RESTRICTIONS ON TRANSFER.  Neither this
Agreement nor any right to receive 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 based on the attainment of at least a minimum Return on Equity (as
defined in Appendix A to the Plan), as set forth on Exhibit 1.  Return on Equity for the purposes of Exhibit 1
shall be calculated (i) by determining the Return on Equity for each
quarter in the three-year period ending June 30, 2011 by dividing the
Company’s Net Income (as defined in the Plan) for each such quarterly period by
the stockholder equity as of the end of such quarter, in each case as reported
in the financial statements of the Company and (ii) adding together the
calculated result for each of the 12 quarters.


 


4.                                     VESTING AND FORFEITURE OF RETURN ON EQUITY INCENTIVE AWARD.  (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 employment 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 Target Incentive Amount 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 


 


 


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employment voluntarily or is terminated for cause before the
end of the Performance Period, then the Target Incentive Amount is reduced to
zero.


 


(b)                                 The Grantee’s right to receive
payment in cash of this award in an amount not to exceed 200% of the Target
Incentive Amount 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 cash equal to the Target Incentive Amount (as
adjusted for any Forfeiture Event pursuant to Section 4(a)) will become
nonforfeitable.


 


5.                                     PAYMENT OF AWARDS.  Up to and including 200% of the Target
Incentive Amount, as adjusted pursuant to Sections 4 and 6 of this Agreement,
will be settled in cash only.  Payment
will be made 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, which, in the case of payment upon
attainment of the Performance Goal, shall 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.                                     ADJUSTMENTS.  The Committee may adjust the Performance Goal
or other features of this Grant as permitted by Section 5.2.3 of the Plan.


 


7.                                     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.


 


8.                                     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 this Return on Equity Incentive Award.  If the Company must withhold any tax in
connection with granting or vesting of this Return on Equity Incentive Award,
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 first from cash payable pursuant to
this Return on Equity Award and, if not sufficient, then from the Grantee’s
wages or other cash compensation.  The
Grantee shall pay to the Company any amount that cannot be satisfied by the
means previously described.


 


9.                                     COMPLIANCE
WITH LAW.  The Company will make reasonable efforts to
comply with all applicable federal, state and foreign laws. However, if it is
not feasible for the Company to comply with these laws with respect to the
grant or settlement of these awards, then the awards may be cancelled without
any consideration or additional benefits provided to Grantee as a result of the
cancellation.


 


10.                              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


 


 


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be entitled under any profit sharing, retirement or other
benefit or compensation plan maintained by the Company, including the amount of
any life insurance coverage available to any beneficiary of the Grantee under
any life insurance plan covering employees of the Company.  Additionally, this Return on Equity Incentive Award is 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. 
The grant of this Return on Equity Incentive Award does not
create any contractual or other right to receive future grants of Return on Equity Incentive Awards or
benefits in lieu of Return on Equity Incentive Awards, even if Grantee has a
history of receiving Return on Equity Incentive Awards or other cash or stock
awards.


 


11.                              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.


 


12.                              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.


 


13.                              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 Return on Equity
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.


 


14.                              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.


 


15.                              GOVERNING
LAW. 
The laws of the State of Delaware govern the interpretation,
performance, and enforcement of this Agreement.


 


16.                              PRIVACY RIGHTS.  By accepting this Return on Equity 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 Return on
Equity Incentive Award or any other entitlement to
cash or shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in the Grantee’s favor, for the purpose of


 


 


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implementing,
administering and managing the Plan, including complying with applicable tax
and securities laws (“Data”).  Data may
be transferred to any third parties assisting in the implementation,
administration and management of the Plan. 
These recipients may be located in the Grantee’s country or elsewhere,
and may have different 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.


 


17.                              ELECTRONIC DELIVERY.  The Company may, in its sole discretion,
decide to deliver any documents related to this Return on Equity 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.


 


18.                              GRANTEE’S REPRESENTATIONS AND RELEASES.  By accepting this Return on Equity Incentive Award, the
Grantee acknowledges that the Grantee has read this Agreement and understands
that (i) the grant of this Return on Equity 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 Return on Equity Incentive Award is granted; (ii) the
Grantee’s participation in the Plan is voluntary; (iii) the future amount
of any cash payment pursuant to this Return on Equity Incentive Award cannot be
predicted and Occidental does not assume liability in the event this Return on Equity Incentive Award has 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 Return on
Equity Incentive Award, no claim or entitlement to compensation or damages
shall arise from termination of this Return on Equity Incentive Award or
diminution in value of this Return on Equity 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 Return on Equity 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.


 


19.                              RELATION TO EMPLOYMENT AGREEMENT.  In the event of any inconsistent provisions
between this Agreement and any employment agreement between the Grantee and the


 


 


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Company, the provisions of this Agreement control
except with respect to Attachment 2 Arbitration Provisions.


 


20.                              COMPLIANCE WITH SECTION 409A OF THE 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 Return on Equity 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 Return on Equity Incentive Award


 


(Payment Percentage of Target Incentive Amount of Return on
Equity Incentive Award 

that becomes Nonforfeitable

Based on Sum of Return on Equity for Each of the Twelve Quarters in the Three
Year 

Period Ending June 30, 2011)


 




	
  Sum of Return on Equity

  	
   

  	
  Payment Percentage*

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  54%

  	
   

  	
  200%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  33%

  	
   

  	
  0%

  	
   

  






 


 


*              Payment Percentages for Return on
Equity for other values between 33% and 54% will be interpolated in the
Committee’s discretion.


 


 


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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 Return on Equity
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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