{"id":39474,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-president-occidental-petroleum-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-president-occidental-petroleum-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-president-occidental-petroleum-corp.html","title":{"rendered":"Employment Agreement – President – Occidental Petroleum Corp."},"content":{"rendered":"

EMPLOYMENT AGREEMENT<\/u><\/strong><\/p>\n

\n<\/p>\n

\n

This Employment Agreement is made as of the 28th day of January, 2010 by and
\nbetween Occidental Petroleum Corporation, a Delaware corporation (hereinafter
\nreferred to as “Employer”), and Stephen I. Chazen (hereinafter referred to as
\n“Employee”).<\/p>\n<\/p>\n

\n

WITNESSETH<\/u><\/strong><\/p>\n

\n<\/p>\n

\n

WHEREAS, Employee, since May 1, 1994, has served as an officer of Employer,
\nmost recently pursuant to an agreement between Employee and Employer dated as of
\nOctober 9, 2008, which expired January 12, 2010 (the “Prior Agreement”); and<\/p>\n<\/p>\n<\/p>\n

WHEREAS, the parties desire to continue the employment relationship.<\/p>\n<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the mutual covenants and agreements
\nherein, Employer and Employee hereby agree to continue Employee153s employment
\nupon the following terms and conditions:<\/p>\n<\/p>\n<\/p>\n

1. Duties<\/u>. Employee shall perform the duties of President and Chief
\nFinancial Officer or shall serve in such other capacity and with such other
\nduties for Employer as the Chief Executive Officer of Employer may direct. In
\nperforming such duties, Employee will comply with Employer153s Code of Business
\nConduct and Corporate Policies, as the same may be amended from time to time.\n<\/p>\n<\/p>\n<\/p>\n

2. Term of Employment<\/u>. The term of employment shall be for a period of
\nfive (5) years, commencing as of the date hereof and ending midnight January 27,
\n2015, unless terminated prior thereto in accordance with the provisions of this
\nAgreement, or unless extended by mutual agreement in accordance with Paragraph 8
\nhereof.<\/p>\n<\/p>\n<\/p>\n

3. Compensation<\/u>. For the services to be performed hereunder, Employee
\nshall be compensated by Employer at the base pay rate of not less than seven
\nhundred twenty thousand dollars ($720,000) per annum, payable semi-monthly. The
\nminimum salary hereunder shall be automatically adjusted to the level of any
\nincrease in annual compensation as the Employer may determine during the term of
\nthis Agreement. Salary increases may be paid, at the discretion of the
\nCompensation Committee, in cash or common stock (or restricted stock units) of
\nEmployer, or a combination thereof.<\/p>\n<\/p>\n<\/p>\n

4. Participation in Benefit and Executive Programs<\/u>. Employee shall be
\neligible to participate in all benefit programs and under the same terms and
\nconditions as are generally applicable to salaried employees and senior
\nexecutives of Employer during the term of this Agreement. Employee shall also be
\neligible to participate in (i) Employer153s 2005 Long-Term Incentive Plan and (ii)
\nany other equity-based compensation plan maintained or created by Employer
\nduring the term of this Agreement (the “Long-Term Incentive Plans”), as long as
\nEmployer continues such plans during the term of this Agreement, and to receive
\nawards or grants under such Plans at Employer153s sole discretion. Employee also
\nshall be entitled to participate in Employer153s annual incentive plan for senior
\nexecutives, as in effect from time to time. Bonus awards shall be paid in
\naccordance with the terms of such plan. Employee shall be<\/p>\n<\/p>\n

\n

– 1 –<\/p>\n

\n<\/p>\n

\n

entitled to a total of six (6) weeks of paid vacation in each contract year
\nand shall not be subject to the ceiling on vacation accruals contained in OPC
\nPolicy 06:45:80.<\/p>\n<\/p>\n<\/p>\n

5. Exclusivity of Services<\/u>. Employee agrees to devote his full-time,
\nexclusive services to Employer hereunder, except for such time as Employee may
\nrequire in connection with his personal investments.<\/p>\n<\/p>\n<\/p>\n

6. Termination<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Retirement with the Consent of Employer<\/strong>. If Employee has
\nsatisfied the age and service requirements to be eligible for retiree medical
\nbenefits under the Occidental Petroleum Corporation Medical Care Plan in effect
\non the date of this Agreement, Employee may voluntarily retire, and such
\nretirement shall be deemed to be retirement with the consent of Employer and not
\nbe deemed to be a breach of this Agreement, so long as Employer is provided at
\nleast ninety (90) days153 notice of any retirement.<\/p>\n<\/p>\n<\/p>\n

Any performance-based long-term incentive award or portion of such an award
\nthat has vested based on the terms of the award at the time of Employee153s
\ntermination of employment pursuant to this Paragraph 6(a) shall be paid at the
\ntime and in the manner provided for under the terms of such award. In addition,
\npromptly in connection with Employee153s retirement, the Executive Compensation
\nand Human Resources Committee of Employer153s Board of Directors, as the
\nAdministrator of Long-Term Incentive Plans, shall consider whether to approve
\ncash payments to Employee with respect to the portion of such awards that has
\nnot vested based on the terms of the award at the time of Employee153s
\ntermination. Payment with respect to such awards, if any, shall be equal in
\nvalue to the amounts Employee would have received with respect to such awards,
\nand shall be made at the time such awards would have been settled, had Employee
\nremained employed by Employer. If the Committee decides not to approve a cash
\npayment with respect to the non-vested awards, the Committee shall promptly
\nprovide to the Employee, in writing, the reasons for its decision. Any dispute
\nover such payment will be resolved by arbitration as provided in Paragraph 13.\n<\/p>\n<\/p>\n<\/p>\n

(b) Cause.<\/strong> Notwithstanding the term of this Agreement,
\nEmployer may discharge Employee and terminate this Agreement without severance
\nor other pay upon thirty (30) days153 written notice or pay in lieu of such notice
\nfor material cause, including without limitation, (i) breach of any legal duty
\nto Employer, or (ii) conduct constituting moral turpitude or conviction of a
\ncrime which may diminish Employee153s ability to effectively act on the Employer153s
\nbehalf or with or on behalf of others. Employer shall give Employee notice of
\nsuch cause and Employee shall have thirty (30) days to cure such breach.<\/p>\n<\/p>\n<\/p>\n

(c) Incapacity<\/strong>. If, during the term of this Agreement,
\nEmployee is incapacitated from performing the essential functions of his job
\npursuant to this Agreement by reason of illness, injury, or disability, Employer
\nmay terminate this Agreement by at least one week153s written notice to Employee,
\nbut only in the event that such conditions shall aggregate not less than
\none-hundred eighty (180) days during any twelve (12) month period. If at the
\ntime notice is given, Employee has satisfied the age and service requirements to
\nbe eligible for retiree medical benefits under the Occidental Petroleum
\nCorporation Medical Care Plan in effect on the<\/p>\n<\/p>\n

\n

– 2 –<\/p>\n

\n<\/p>\n

\n

date of this Agreement, then the Employee will be deemed to have retired with
\nthe consent of Employer.<\/p>\n<\/p>\n<\/p>\n

(d) Retirement at the Request of Employer.<\/strong> Employer may at
\nany time terminate the employment of Employee without cause or designate a
\ntermination for cause as a termination without cause, and in such event, if
\nEmployee has satisfied the age and service requirements to be eligible for
\nretiree medical benefits under the Occidental Petroleum Corporation Medical Care
\nPlan in effect on the date of this Agreement, the Employee will be deemed to
\nhave retired with the consent of the employer. Employer shall, in lieu of
\ncontinued employment, compensate Employee in an amount equal to two (2) times
\nthe sum of Employee153s highest annual base salary. Such amount shall be payable
\nin equal semi-monthly installments (less appropriate deductions for applicable
\ntaxes and the cost of any medical or dental coverage) over two (2) years,
\nbeginning with the first pay period following the date of Employee153s termination
\n(the “Compensation Period”).<\/p>\n<\/p>\n<\/p>\n

In the event Employee dies during the Compensation Period, any remaining
\ninstallment payments due will be paid in a lump sum to Employee153s estate. Such
\namount shall be paid as soon as administratively feasible and in no event later
\nthan 90 days following the date of Employee153s death.<\/p>\n<\/p>\n<\/p>\n

In addition, Employee shall be entitled to the following:<\/p>\n<\/p>\n<\/p>\n

(i) During the Compensation Period, in addition to any right to additional or
\naccelerated vesting under the terms of the applicable awards or Long-Term
\nIncentive Plan, Employee shall continue to vest in all stock options, stock
\nappreciation rights, restricted stock and restricted stock units (other than
\nperformance-based awards described in the following paragraph) previously
\ngranted to Employee under the Long-Term Incentive Plans, as if Employee had
\ncontinued as a full-time employee of Employer. Employee shall continue to be
\neligible to exercise all stock options and stock appreciation rights that are or
\nbecome exercisable during the Compensation Period, provided that no such awards
\nmay be exercised after the earlier of (I) the latest date on which the award
\ncould have expired pursuant to its terms and (II) ten (10) years after its
\noriginal grant date.<\/p>\n<\/p>\n<\/p>\n

(ii) Any performance-based long-term incentive award or portion of such an
\naward previously granted to Employee under the Long-Term Incentive Plans that
\nhas vested at the time of Employee153s termination of employment pursuant to the
\nterms of the award shall be paid at the time and in the manner provided for
\nunder the terms of such award. In addition, Employee shall receive cash payments
\nwith respect to the non-vested portion of any such awards, based on Employer153s
\nactual achievement with respect to the applicable performance-based vesting
\ncriteria. Payments with respect to non-vested awards shall be equal in value to
\nthe amounts Employee would have received with respect to such awards had he not
\nbeen requested to retire, and shall be made at the time such awards would have
\nbeen settled, had Employee remained employed by Employer.<\/p>\n<\/p>\n<\/p>\n

(iii) During the Compensation Period, Employee shall be entitled to continued
\ncoverage (at Employer153s cost) under any general liability insurance policy
\nmaintained<\/p>\n<\/p>\n

\n

– 3 –<\/p>\n

\n<\/p>\n

\n

by Employer for the benefit of Employee at the time of Employee153s termination
\nof employment on the same terms and conditions as are applicable to senior
\nexecutives of Employer generally.<\/p>\n<\/p>\n<\/p>\n

(iv) During the Compensation Period, Employee and his spouse shall continue
\nto be eligible to participate in Employer153s dental plan, as in effect from time
\nto time, at the active participant rate, but on an after-tax basis.<\/p>\n<\/p>\n<\/p>\n

(v) Within 90 days following the end of each Payout Period (as defined
\nbelow), Employee shall receive a lump sum payment equal to the aggregate
\nemployer-provided benefit Employee would have accrued during such Payout Period
\nunder the Occidental Petroleum Corporation Savings Plan (the “Savings Plan”),
\nthe Occidental Petroleum Corporation Retirement Plan and the Occidental
\nPetroleum Corporation Supplemental Retirement Plan II (or any successor plan to
\nany of the foregoing) assuming (I) Employee contributed the maximum elective
\ncontributions permissible under the Savings Plan and (II) a rate of compensation
\nequal to the cash severance paid to Employee during such Payout Period pursuant
\nto this Paragraph 6(d). In addition, within 90 days following the end of each
\nPayout Period, Employee shall receive a lump sum payment equal to the value (as
\ndetermined in good faith by Employer) of continued participation during such
\nPayout Period in any employee benefit plans in which Employee is participating
\nat the time of his termination not otherwise described above in this Paragraph
\n6(d) (but only to the extent such plans continue to be available to salaried
\nemployees and senior executives during such Payout Period), which payment shall
\nbe in lieu of such continued participation.<\/p>\n<\/p>\n<\/p>\n

For purposes of this Paragraph 6(d)(v), a “Payout Period” shall mean the
\nportion of each calendar year beginning or ending within the Compensation Period
\nthat falls within the Compensation Period. Each Payout Period shall end on
\nDecember 31 of the calendar year, except that if the Compensation Period ends
\nduring a calendar year, the final Payout Period shall end on the last day of the
\nCompensation Period.<\/p>\n<\/p>\n<\/p>\n

(e) No Other Benefits.<\/strong> Except as expressly provided above or
\nunder the terms of any plan, program, arrangement or agreement covering
\nEmployee, following Employee153s termination of employment, Employee shall not be
\nentitled to participate in any employee benefit plans or programs offered by
\nEmployer.<\/p>\n<\/p>\n<\/p>\n

(f) Termination of Employment.<\/strong> For purposes of this
\nAgreement, the date of Employee153s termination of employment or retirement shall
\nbe the date of Employee153s “separation from service” within the meaning of
\nSection 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended
\n(the “Code”) and Treas. Reg. \u00a7 1.409A-1(i) (or successor provisions) and, for
\npurposes of this Agreement, references to a “termination,” “termination of
\nemployment” or like terms shall mean “separation from service.” For this
\npurpose, Employee shall have a separation from service if he ceases to be an
\nemployee of Employer and all affiliates with whom Employer would be considered a
\nsingle employer under Section 414(b) or 414(c) of the Code. In addition, for
\nthis purpose, Employee shall have a separation from service if it is reasonably
\nanticipated that no further services shall be performed by Employee, or that the
\nlevel of services Employee shall perform shall permanently decrease to no more
\nthan 20 percent of the average level of services performed by Employee over the
\nimmediately preceding 36-month period.<\/p>\n<\/p>\n

\n

– 4 –<\/p>\n

\n<\/p>\n

\n

7. Confidential Information<\/u>. Employee agrees that he will not divulge
\nto any person, nor use to the detriment of Employer or any of its affiliates or
\nsubsidiaries, nor use in any business or process of manufacture competitive with
\nor similar to any business or process of manufacture of Employer or any of its
\naffiliates or subsidiaries, at any time during employment by Employer or
\nthereafter, any trade secrets or confidential information obtained during the
\ncourse of his employment with Employer, without first obtaining the written
\npermission of Employer.<\/p>\n<\/p>\n<\/p>\n

Employee agrees that, at the time of leaving the employ of Employer, he will
\ndeliver to Employer, and not keep or deliver to anyone else, any and all credit
\ncards, notes, notebooks, memoranda, documents and, in general, any and all
\nmaterial relating to Employer153s business, including copies therefor, whether in
\npaper or electronic format.<\/p>\n<\/p>\n<\/p>\n

8. Modification<\/u>. This Agreement and the related indemnification
\nagreement between Employee and Employer, together with the plans, programs,
\narrangements and agreements in which Employee currently participates or is
\neligible or becomes eligible to participate, as they may be amended from time to
\ntime in accordance with their terms, contains all the terms and conditions
\nagreed upon by the parties hereto, and no other agreements, oral or otherwise,
\nregarding the subject matter of this Agreement shall be deemed to exist or bind
\neither of the parties hereto. This Agreement cannot be modified except by a
\nsubsequent writing signed by both parties.<\/p>\n<\/p>\n<\/p>\n

9. Prior Agreement<\/u>. This Agreement supersedes and replaces any and all
\nprevious employment agreements between the parties.<\/p>\n<\/p>\n<\/p>\n

10. Severability<\/u>. If any provision of this Agreement is illegal and
\nunenforceable in whole or in part, the remainder of this Agreement shall remain
\nenforceable to the extent permitted by law.<\/p>\n<\/p>\n<\/p>\n

11. Governing Law<\/u>. This Agreement shall be construed and enforced in
\naccordance with the laws of the State of California. In the event that any
\nambiguity or questions of intent or interpretation arise, no presumption or
\nbinder of proof shall arise favoring or disfavoring the Employer by virtue of
\nauthorship of this Agreement and the terms and provisions of this Agreement
\nshall be given their meaning under law.<\/p>\n<\/p>\n<\/p>\n

12. Assignment<\/u>. This Agreement shall be binding upon Employee, his
\nheirs, executors and assigns and upon Employer, its successors and assigns.<\/p>\n<\/p>\n<\/p>\n

13. Arbitration<\/u>. In consideration for entering into this Agreement and
\nfor the position, compensation, benefits and other promises provided hereunder,
\nthe Employee and Employer agree to be bound by the arbitration provisions
\nattached hereto as Attachment 1 and incorporated herein by this reference.<\/p>\n<\/p>\n<\/p>\n

14. Section 409A Compliance<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) The intent of the parties is that payments and benefits under this
\nAgreement comply with Section 409A and the regulations and guidance promulgated
\nthereunder,<\/p>\n<\/p>\n

\n

– 5 –<\/p>\n

\n<\/p>\n

\n

to the extent applicable, and, accordingly, to the maximum extent permitted,
\nthis Agreement shall be administered and interpreted to be in compliance
\ntherewith, to the extent applicable.<\/p>\n<\/p>\n<\/p>\n

(b) In the event Employee is a specified employee (within the meaning of
\nSection 409A and Treas. Reg. \u00a7 1.409A-1(i) (or successor provisions) and as
\ndetermined pursuant to any rules adopted for such purposes by Employer) as of
\nthe date of retirement or termination, then with regard to any reimbursement or
\npayment or the provision of any benefit under this Agreement (including, without
\nlimitation, Paragraph 6) that is considered deferred compensation under Section
\n409A payable on account of a “separation from service” (as distinguished from,
\nfor instance, at a specified time or fixed schedule as described under Treas.
\nReg. \u00a7 1.409A-3(a)(4) and -3(i)) and that is not exempt from Section 409A as
\ninvoluntary separation pay or a short-term deferral (or otherwise), such
\nreimbursement, payment or benefit shall be paid or provided at the date which is
\nthe earlier of (i) the expiration of the six (6)-month period measured from the
\ndate of such “separation from service” of Employee, and (ii) as soon as
\nadministratively feasible and in no event later than 90 days following the date
\nof Employee153s death (the “Delay Period<\/u>“) (unless, in the case of any
\nbenefit subject to the Delay Period, Employer and Employee agree that Employee
\nshall be charged for receiving such benefit during the Delay Period, at a fair
\nmarket value price, in which case Employee shall subsequently be reimbursed by
\nEmployer for such charge at the end of the Delay Period). Upon the expiration of
\nthe Delay Period, all payments and benefits delayed pursuant to this Paragraph
\n14(b) (whether they would have otherwise been payable in a single sum or in
\ninstallments in the absence of such delay) shall be paid or reimbursed to
\nEmployee in a lump sum, and any remaining payments and benefits due under this
\nAgreement shall be paid or provided in accordance with the normal payment dates
\nspecified for them herein.<\/p>\n<\/p>\n<\/p>\n

(c) With regard to any provision herein that provides for reimbursement of
\ncosts and expenses or in-kind benefits (including, without limitation,
\nParagraphs 4 and 6(e)), the provision of such payment or benefit shall comply
\nwith the requirements of Treas. Reg. \u00a7 1.409A-3(i)(1)(iv) (or any successor
\nprovision) for reimbursement and in-kind benefit plans, to the extent
\napplicable. For this purpose, (i) the amount of expenses eligible for
\nreimbursement, or benefits provided, in one calendar year shall not affect the
\nexpenses eligible for reimbursement, or benefits to be provided, in any other
\ncalendar year, (ii) the reimbursement of any expense shall be made promptly, but
\nin any event no later than the last day of the calendar year next following the
\ncalendar year in which the expense was incurred, and (iii) the right to any
\nreimbursement or benefit shall not be subject to liquidation or exchange for any
\nother benefit.<\/p>\n<\/p>\n

\n

– 6 –<\/p>\n

\n<\/p>\n

\n

(d) No amount that is subject to Section 409A shall be paid in 2010 under
\nthis Agreement that would not have been paid in 2010 under the Prior Agreement
\nand Section 409A.<\/p>\n<\/p>\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
\nand year first above written.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

OCCIDENTAL PETROLEUM CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ RAY R. IRANI<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Dr. Ray R. Irani<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Chairman of the Board and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

EMPLOYEE:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\/s\/ STEPHEN I. CHAZEN<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Stephen I. Chazen<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

\n

– 7 –<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n\n\n\n
<\/td>\n\n

ATTACHMENT 1<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

ARBITRATION PROVISIONS (“Provisions”)<\/p>\n

\n

Incorporated by Reference into and Made a Part of the<\/p>\n

\n

Agreement, dated January 28, 2010 (the “Agreement”), between\n<\/p>\n

\n

Occidental Petroleum Corporation (the “Employer”)<\/p>\n

\n

and Stephen I. Chazen (the “Employee”)<\/p>\n

\n<\/p>\n

\n

In recognition of the fact that differences may arise between
\nthe Employer and the Employee arising out of or relating to certain aspects of
\nthe Employee’s employment with the Employer or the termination of that
\nemployment, and in recognition of the fact that resolution of any differences in
\nthe courts is rarely timely or cost-effective for either party, the Employer and
\nEmployee have agreed to the incorporation of the Provisions into the Agreement
\nin order to establish and gain the benefits of a speedy, impartial and
\ncost-effective dispute resolution procedure. By so doing, the Employer and the
\nEmployee mutually agree to arbitrate Claims (as defined below) and each
\nknowingly and voluntarily waive their rights before a jury. Each party’s promise
\nto resolve Claims (as defined below) by arbitration in accordance with these
\nProvisions is consideration for the other party’s like promise, in addition to
\nany other consideration.<\/p>\n

\n<\/p>\n

\n

1. Claims<\/u><\/p>\n

\n<\/p>\n

\n

1.1 Except as provided in paragraph 1.2 below, “Claims”
\n(collectively called “Claim” or “Claims” in these Provisions) means all claims
\nor controversies between the Employer and Employee or between the Employee and
\nothers arising out of, or relating to or concerning the Employee’s employment
\nwith the Employer or termination thereof for which a state or federal court
\notherwise would be authorized to grant relief, including, but not limited to,
\nclaims based on any purported breach of contract, tort, state or federal statute
\nor ordinance, common law, constitution or public policy, claims for wages or
\nother compensation, or of discrimination, or violation of public policy of any
\ntype. Claims expressly include the Employee’s Claims against the Employer, and
\nany subsidiary and related or affiliated entity, successor or assign, and any of
\ntheir officers, directors, employees, managers, representatives, attorneys or
\nagents, and Claims against others arising out of, relating to or concerning the
\nEmployee’s employment with the Employer or termination thereof.<\/p>\n

\n<\/p>\n

\n

1.2 These Provisions do not apply to or cover: claims for
\nworkers’ compensation benefits, claims for unemployment compensation benefits,
\nor claims for which the National Labor Relations Board has exclusive
\njurisdiction; claims by the Employer for injunctive and\/or other equitable
\nrelief for intellectual property, unfair competition and\/or the use and\/or
\nunauthorized disclosure of trade secrets or confidential information; and claims
\nbased upon an employee pension or benefit plan the terms of which contain an
\narbitration or other non judicial resolution procedure, in which case the
\nprovisions of such plan shall apply. Employee shall further retain the right to
\nseek injunctive and\/or other equitable relief expressly made available by a
\nstatute which forms the basis of a Claim which is subject to arbitration under
\nthese Provisions. Where one or more of the included Claims in a dispute are
\ncovered under these Provisions and one or more of the included Claims in the
\ndispute are not covered under these<\/p>\n

\n<\/p>\n

\n

A-1<\/p>\n

\n<\/p>\n

\n

Provisions, such covered and non-covered claims shall be
\nseparated and shall be heard separately in the appropriate forum for each claim.\n<\/p>\n

\n<\/p>\n

\n

2. Agreement to Arbitrate All Claims<\/u><\/p>\n

\n<\/p>\n

\n

2.1 Except for claims excluded from these Provisions by
\nparagraph 1.2 above and as otherwise provided in paragraph 1.2 and 4.1, the
\nEmployer and the Employee hereby agree to the resolution by exclusive, final and
\nbinding arbitration of all Claims.<\/p>\n

\n<\/p>\n

\n

2.2 The parties further agree that any issue or dispute
\nconcerning the formation, applicability, interpretation, or enforceability of
\nthese Provisions, including any claim or contention that all or any part of
\nthese Provisions is void or voidable, shall be subject to arbitration as
\nprovided herein. The arbitrator, and not any federal, state or local court or
\nagency, shall have authority to decide any such issue or dispute.<\/p>\n

\n<\/p>\n

\n

3. Governing Law<\/u><\/p>\n

\n<\/p>\n

\n

3.1 Except as modified by these Provisions, the arbitration
\nshall be conducted pursuant to the rules set forth in the California Arbitration
\nAct, California Civil Code or Procedure Section 1281, et. seq.<\/p>\n

\n<\/p>\n

\n

3.2 The Arbitrator shall apply the substantive law (and the
\nlaw of remedies, if applicable) of the State of California, or federal law, or
\nboth, as applicable to the Claims asserted.<\/p>\n

\n<\/p>\n

\n

4. Binding Effect<\/u><\/p>\n

\n<\/p>\n

\n

4.1 The arbitration Award (see Section 10, herein) shall be
\nfinal and binding on the parties except that both parties shall have the right
\nto appeal to the appropriate court any errors of law in the decision rendered by
\nthe Arbitrator.<\/p>\n

\n<\/p>\n

\n

4.2 The Award may be entered as a judgment in any court of
\ncompetent jurisdiction and shall serve as a bar to any court action for any
\nClaim or allegation which was, or could have been, raised in Arbitration.<\/p>\n

\n<\/p>\n

\n

4.3 For Claims covered by these Provisions, Arbitration is the
\nexclusive remedy, except as provided by paragraph 1.2. The parties shall be
\nprecluded from bringing or raising in court or before any other forum any
\ndispute which could have been brought or raised pursuant to Arbitration.<\/p>\n

\n<\/p>\n

\n

4.4 Nothing in these Provisions shall prevent a party from
\npursuing any legal right to bring an action to vacate or enforce an Award or to
\ncompel arbitration pursuant to applicable California law.<\/p>\n

\n<\/p>\n

\n

A-2<\/p>\n

\n<\/p>\n

\n

5. Initiating Arbitration<\/u><\/p>\n

\n<\/p>\n

\n

To initiate the arbitration process, the aggrieved party must
\nprovide the other party or parties with: a written request to arbitrate any
\ncovered Claims which states the Claim or Claims for which arbitration is sought.
\nThe written request to arbitrate must be received within the limitations periods
\napplicable under the law to such Claims.<\/p>\n

\n<\/p>\n

\n

6. Selection of the Arbitrator<\/u><\/p>\n

\n<\/p>\n

\n

6.1 All Claims shall be decided by a single neutral
\ndecision-maker, called the “Arbitrator.”<\/p>\n

\n<\/p>\n

\n

6.2 To be qualified to serve, the Arbitrator must be an
\nattorney in good standing with at least seven years experience in employment law
\nor a retired judge and be available to hear the matter within sixty (60) days of
\nselection and on consecutive days.<\/p>\n

\n<\/p>\n

\n

6.3 Within fifteen calendar days after receipt of the written
\nrequest to arbitrate, the parties will attempt to agree on the selection of a
\nqualified Arbitrator pursuant to paragraph 6.2 above. If the parties fail to
\nagree on the selection of an Arbitrator within that fifteen calendar day period,
\nthe Employer will designate an alternate dispute resolution service (by way of
\nexample, American Arbitration Association, National Arbitration Forum, Judicial
\nArbitration and Mediation Services\/Endispute) which has the capacity of
\nproviding the parties with a list of potential qualified arbitrators. The
\nparties shall request that designated alternate dispute resolution service to
\nprovide them with a list of nine persons who meet the requirements of paragraph
\n6.2 above. Each party shall rate the nine names by giving the most preferred
\narbitrator the number nine and using descending successive numbers to rate the
\nremaining choices in descending order of that party’s preference and returning
\nthe list to the alternate dispute resolution service for calculation. The
\narbitrator candidate with the highest combined rating will be the Arbitrator.
\nThe functions of the alternate dispute resolution service shall be strictly
\nlimited to providing the list of arbitrator candidates and tallying the
\nrespective parties’ ratings of the candidates in accordance with this Section 6
\nand no rules of that service shall otherwise apply.<\/p>\n

\n<\/p>\n

\n

7. Arbitration Procedures:<\/u><\/p>\n

\n<\/p>\n

\n

7.1 All parties may be represented by counsel throughout the
\narbitration process, including without limitation, at the arbitration hearing.\n<\/p>\n

\n<\/p>\n

\n

7.2 The Arbitrator shall afford each party a full and fair
\nopportunity to present relevant and material proof, to call and cross-examine
\nwitnesses, and to present its argument.<\/p>\n

\n<\/p>\n

\n

7.3 The Arbitrator shall not be bound by any formal rules of
\nevidence with the exception of applicable law regarding the attorney-client
\nprivilege and work product doctrine, and any applicable state or federal law
\nregarding confidentiality of documents and other information (including, without
\nlimitation, pursuant to rights of privacy).<\/p>\n

\n<\/p>\n

\n

A-3<\/p>\n

\n<\/p>\n

\n

7.4 The Arbitrator shall decide the relevance of any evidence
\noffered, and the Arbitrator’s decision on any question of evidence or argument
\nshall be final and binding.<\/p>\n

\n<\/p>\n

\n

7.5 The Arbitrator may receive and consider the evidence of
\nwitnesses by affidavit and shall give it such weight as the Arbitrator deems
\nappropriate after consideration of any objection made to its admission.<\/p>\n

\n<\/p>\n

\n

7.6 Either party, at its expense, may arrange and pay for the
\ncost of a court reporter to provide a stenographic record of the proceedings.
\nThe other party may obtain a copy of the recording by paying the reporter’s
\nnormal fee for such copy. If both parties agree to utilize the services of a
\ncourt reporter, the parties shall share the expense equally and shall be billed
\nand responsible for payment individually.<\/p>\n

\n<\/p>\n

\n

7.7 Either party shall have the right to file an pre- or
\npost-hearing brief. The time for filing such briefs shall be set by the
\nArbitrator.<\/p>\n

\n<\/p>\n

\n

7.8 The Arbitrator has authority to entertain a written or
\noral motion to dismiss and motion for summary judgment, dispositive of all or
\npart of any Claim, to which the Arbitrator shall apply the standards governing
\nsuch motions under the Federal Rules of Civil Procedure.<\/p>\n

\n<\/p>\n

\n

8. Discovery<\/u><\/p>\n

\n<\/p>\n

\n

8.1 Discovery shall be governed by this paragraph 8,
\nnotwithstanding Code of Civil Procedure Section 1283.05 to the contrary.<\/p>\n

\n<\/p>\n

\n

8.2 Discovery shall be conducted in the most expeditious and
\ncost-effective manner possible, and shall be limited to that which is relevant
\nand for which the party seeking it has substantial, demonstrable need.<\/p>\n

\n<\/p>\n

\n

8.3 All parties shall be entitled to receive, reasonably prior
\nto the hearing, copies of relevant documents which are requested in writing,
\nclearly described and governed by paragraph 8.2 above, and sought with
\nreasonable advance notice given the nature of the requests. Upon request,
\nEmployee shall also be entitled to a true copy of his or her personnel file kept
\nin the ordinary course of business and pursuant to the Employer policy. Any
\nother requests for documents shall be made by subpoena as provided for in
\nSection 9 herein.<\/p>\n

\n<\/p>\n

\n

8.4 Except as mutually agreed by the parties, all parties
\nshall be entitled to submit no more than twenty interrogatories (including
\nsubparts) and twenty requests for admission (including subparts), on each of the
\nother parties, which are requested in writing, clearly described and governed by
\nparagraph 8.2 above, and sought with reasonable advance notice given the nature
\nof the requests.<\/p>\n

\n<\/p>\n

\n

A-4<\/p>\n

\n<\/p>\n

\n

8.5 Upon reasonable request and scheduling, each party shall
\nbe entitled to take three depositions in total of relevant parties,
\nrepresentative of the opposing party, or third parties, of up to two days
\nduration each.<\/p>\n

\n<\/p>\n

\n

8.6 Physical and\/or mental examinations may be conducted in
\naccordance with the standards established by the Federal Rules of Civil
\nProcedure.<\/p>\n

\n<\/p>\n

\n

8.7 At a mutually agreeable date, the parties will exchange
\nlists of experts who will testify at the arbitration. Each party may depose the
\nother party’s experts and obtain documents they reviewed and relied upon and
\nthese depositions will not be charged against the party’s limit of three
\ndepositions.<\/p>\n

\n<\/p>\n

\n

8.8 Any disputes relative to discovery or requests for
\ndiscovery other than specifically provided for herein, shall be presented to the
\nArbitrator who shall make final and binding decisions in accordance with
\nparagraphs 8.1 and 8.2 herein.<\/p>\n

\n<\/p>\n

\n

9. Subpoenas<\/u><\/p>\n

\n<\/p>\n

\n

9.1 Subject to formal request and a determination of both need
\nand relevance by the Arbitrator in accordance with paragraphs 8.1 and 8.2 above,
\neach party may issue a subpoena for production of documents or persons (other
\nthan those provided for in Sections 8.3, 8.5 and 8.7) relevant to the procedure.
\nThe Arbitrator’s decision regarding relevance and the need for subpoenas shall
\nbe final and binding.<\/p>\n

\n<\/p>\n

\n

9.2 The Arbitrator is empowered to subpoena witnesses or
\ndocuments to the extent permitted in a judicial proceeding, upon his or her own
\ninitiative or at the request of a party.<\/p>\n

\n<\/p>\n

\n

9.3 The party requesting the production of any witness or
\nproof shall bear the costs of such production.<\/p>\n

\n<\/p>\n

\n

10. The Award<\/u><\/p>\n

\n<\/p>\n

\n

10.1 The Arbitrator shall render his or her decision and award
\n(collectively the “Award”) based solely on the evidence and authorities
\npresented, the applicable policies of the Employer, any applicable written
\nemployment agreement, the applicable law argued by the parties, and these
\nProvisions as interpreted by the Arbitrator.<\/p>\n

\n<\/p>\n

\n

10.2 The Award shall be made promptly by the Arbitrator, and
\nunless otherwise agreed by the parties, not later than sixty (60) days from the
\nclosing of the hearing, or the date post-hearing briefs are filed, whichever is
\nlater.<\/p>\n

\n<\/p>\n

\n

10.3 The Award shall be in writing and signed and dated by the
\nArbitrator. The Award shall decide all issues submitted, shall contain express
\nfindings of fact and law (including findings on each issue of fact and law
\nraised by a party), and provide the reasons supporting the decision including
\napplicable law. The Arbitrator shall give signed and duplicate original copies
\nof the Award to all parties at the same time.<\/p>\n

\n<\/p>\n

\n

A-5<\/p>\n

\n<\/p>\n

\n

11. Damages and Relief<\/u><\/p>\n

\n<\/p>\n

\n

11.1 The Arbitrator shall have the same authority to award
\nremedies and damages as provided to a judge and\/or jury under applicable state
\nor federal laws, where the aggrieved party has met his or her burden of proof\n<\/p>\n

\n<\/p>\n

\n

11.2 Both parties have a duty to mitigate their damages by all
\nreasonable means. The Arbitrator shall take a party’s failure to mitigate into
\naccount in granting relief in accordance with applicable state and federal law.\n<\/p>\n

\n<\/p>\n

\n

11.3 Arbitration of damages or other remedies may be conducted
\nin a bifurcated proceeding.<\/p>\n

\n<\/p>\n

\n

12. Fees and Expenses<\/u><\/p>\n

\n<\/p>\n

\n

12.1 All parties shall share equally the fees of the
\nArbitrator. Each party will deposit funds or post other appropriate security for
\nits share of the Arbitrator’s fee, in an amount and manner determined by the
\nArbitrator, at least ten (10) days before the first day of hearing.
\nAdditionally, each party shall pay for its own expenses associated with the
\narbitration process and attorneys’ fees, if any. If any party prevails on a
\nstatutory claim which entitles the prevailing party to attorneys’ fees, or if
\nthere is a written agreement providing for fees, the Arbitrator may award
\nreasonable fees to the prevailing party in accordance with such statute or
\nagreement.<\/p>\n

\n<\/p>\n

\n

12.2 The Arbitrator may additionally award either party its
\nreasonable attorneys’ fees and costs, including reasonable expenses associated
\nwith production of witnesses or proof, upon a finding that the other party (a)
\nengaged in unreasonable delay, or (b) failed to comply with the Arbitrator’s
\ndiscovery order.<\/p>\n

\n

185<\/p>\n

\n<\/p>\n

\n

A-6<\/p>\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8395],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9539,9544],"class_list":["post-39474","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-occidental-petroleum-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39474","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39474"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39474"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39474"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39474"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}