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EXHIBIT 10.2

OCCIDENTAL PETROLEUM CORPORATION

2005 LONG-TERM INCENTIVE PLAN

TOTAL SHAREHOLDER RETURN INCENTIVE AWARD

TERMS AND CONDITIONS

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

 

 

 

 

DATE OF GRANT:

July 13, 2011

 

 

PERFORMANCE SHARES:

See Morgan Stanley Smith Barney Benefit Access “Other Awards/ My Awards/Awarded”

 

 

PERFORMANCE PERIOD:

July 1, 2011 through June 30, 2014

 

 

The following Terms and Conditions (these “Terms and Conditions”) are set forth as of the Date of Grant between OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (“Occidental” and, with its subsidiaries, the “Company”), and the Eligible Employee receiving this award (the “Grantee”).

 

1.            Grant of Performance Shares .   In accordance with these Terms and Conditions 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 50% in Shares and 50% in cash up to the number/value of Performance Shares.  For the purposes of these Terms and Conditions, “Performance Shares” means a bookkeeping entry that records the equivalent of Shares awarded pursuant to Sections 4.2 and, to the extent applicable, 5.2 of the Plan that is payable upon the achievement of the Performance Goal. Performance Shares are not Shares and have no voting rights or, except as stated in Section 6, dividend rights.

 

2.            Restrictions on Transfer .   (a) Neither these Terms and Conditions nor any right to receive Shares or cash pursuant to these Terms and Conditions 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).

 

(b) Further, if the Grantee was a Named Executive Officer during the last completed fiscal year prior to vesting, then such Grantee shall retain Beneficial Ownership of Shares equal to not less than 50% of the net after-tax Shares received under these Terms and Conditions until the third anniversary date of the vesting of the Shares under this Award (the “Beneficial Ownership Period”). Compliance with the foregoing requirement shall be determined by reference to the reports filed by the Grantee on Forms 3, 4, and 5, as applicable, pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the aggregate number of Shares reported as Beneficially Owned during the Beneficial Ownership Period shall be not less than the sum of the number of Shares then required to be so owned pursuant to these Terms and Conditions and the terms and conditions of any other grant containing this or a similar requirement.  For purposes of these Terms and Conditions, “Beneficial Ownership” has the meaning ascribed in Rule 16a-1(2) under the Exchange Act and “Named Executive Officer” has the meaning ascribed thereto pursuant to Item 402 of Regulation S-K under the Exchange Act.

 

 

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3.            Performance Goal .   The Performance Goal for the Performance Period is based on Total Shareholder Return (defined as Total Stockholder Return in the Plan) of the Peer Companies listed below and the S&P 500 Index, 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 1, 2011 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 ending with June 30, 2014.  In addition to Occidental, the Peer Companies are: Anadarko Petroleum Corporation, Apache Corporation, Canadian Natural Resources Limited, Chevron Corporation, ConocoPhillips, Devon Energy Corporation, EOG Resources, Inc., ExxonMobil Corporation, Hess Corporation, Royal Dutch Shell plc, and Total S.A. (collectively, the “Peer Companies” and individually, a “Peer Company”); provided however, that consistent with Section 162(m), if at any time during the Performance Period, a Peer Company is acquired, ceases to exist, ceases to be a publicly-traded company, files for bankruptcy, spins off 25 percent or more of its assets, or sells all, or substantially all, of its assets, then such company will be removed and treated as if it had never been 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.

 

4.            Vesting And Forfeiture of Performance Shares .    ( a) If the Grantee fails to accept this award prior to the next record date for the payment of dividends on the Common Stock subsequent to the Date of Grant, then, notwithstanding any other provision of this award, the Grantee shall forfeit all rights under this award and this award will become null and void.  For purposes of this section, acceptance of the award shall occur on the date the Grantee accepts this Total Shareholder Return Incentive Award through Morgan Stanley Smith Barney Benefit Access or any replacement online system designated by the Company.

 

(b) 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 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 these Terms and Conditions will terminate automatically on the date of Grantee’s termination and Grantee shall forfeit the right to receive any Shares or cash hereunder.

 

(c) The Grantee's right to receive payment of this award in an amount not to exceed the 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.

 

(d) Notwithstanding Section 4(c), if a Change in Control event occurs prior to the end of the Performance Period, the Grantee's right to receive payment at 50% of the Performance Share level (as adjusted for any Forfeiture Event pursuant to Section 4(b)) will become nonforfeitable.  The right to receive Shares and cash in excess of 50% of the Performance

 

 

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Share level (as adjusted for any Forfeiture Event pursuant to Section 4(b)) will be forfeited.

 

(e) Notwithstanding Section 4(c), if Occidental’s Total Shareholder Return does not exceed the Total Shareholder Return of the Standard & Poor’s 500 Stock Index (S&P 500 Index) for the same period, the Grantee’s right to receive Shares and cash in excess of 50% of the Performance Share level will be forfeited.  This comparison shall be calculated using Occidental’s Total Shareholder Return as defined under Section 3, and by using the average of the closing S&P 500 Index value for the last ten trading days preceding July 1, 2011 and the average of the closing S&P 500 Index value for the last ten trading days ending with June 30, 2014 to calculate the Total Shareholder Return for the S&P 500 Index.

 

5.            Payment of Awards .   The Performance Shares as adjusted pursuant to Sections 4 and 7 of these Terms and Conditions will be settled 50% in


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