{"id":40084,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/long-term-incentive-award-agreement-occidental-petroleum-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"long-term-incentive-award-agreement-occidental-petroleum-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/long-term-incentive-award-agreement-occidental-petroleum-corp.html","title":{"rendered":"Long-Term Incentive Award Agreement &#8211; Occidental Petroleum Corp."},"content":{"rendered":"<p align=\"center\"><strong>OCCIDENTAL PETROLEUM CORPORATION<\/strong><\/p>\n<p align=\"center\"><strong>2005 LONG-TERM INCENTIVE PLAN<\/strong><\/p>\n<p align=\"center\"><strong>LONG-TERM INCENTIVE AWARD<\/strong><\/p>\n<p align=\"center\"><strong>TERMS AND CONDITIONS<\/strong><\/p>\n<p align=\"center\"><strong>(Equity-based, Cash-settled Award)<\/strong><\/p>\n<table style=\"width: 100%;\" width=\"100%\" cellpadding=\"0\" class=\" \" border=\"0\" cellspacing=\"0\">\n<tbody>\n<tr>\n<td width=\"40%\" valign=\"top\">\n<p><strong>DATE OF GRANT:<\/strong><\/p>\n<\/td>\n<td width=\"60%\" valign=\"top\">\n<p><strong>July 15, 2009<\/strong><\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"40%\" valign=\"top\"><\/td>\n<td width=\"60%\" valign=\"top\"><\/td>\n<\/tr>\n<tr>\n<td width=\"40%\" valign=\"top\">\n<p><strong>LONG-TERM INCENTIVE UNITS:<\/strong><\/p>\n<\/td>\n<td width=\"60%\" valign=\"top\">\n<p><strong>See &#8220;Grants &amp; Awards&#8221; Tab<\/strong><\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"40%\" valign=\"top\"><\/td>\n<td width=\"60%\" valign=\"top\"><\/td>\n<\/tr>\n<tr>\n<td width=\"40%\" valign=\"top\">\n<p><strong>VESTING DATE:<\/strong><\/p>\n<\/td>\n<td width=\"60%\" valign=\"top\">\n<p><strong>July 14, 2012<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>The following <strong>Terms and Conditions<\/strong> (these &#8220;Terms and<br \/>\nConditions&#8221;) are set forth as of the Date of Grant between OCCIDENTAL PETROLEUM<br \/>\nCORPORATION, a Delaware corporation (&#8220;Occidental&#8221; and, with its subsidiaries,<br \/>\nthe &#8220;Company&#8221;), and the Eligible Employee receiving this award (the &#8220;Grantee&#8221;).\n<\/p>\n<p>1. <strong>GRANT OF LONG-TERM INCENTIVE AWARD.<\/strong> In accordance with<br \/>\nthese Terms and Conditions and the Occidental Petroleum Corporation 2005<br \/>\nLong-Term Incentive Plan, as the same may be amended from time to time (the<br \/>\n&#8220;Plan&#8221;), Occidental grants to the Grantee as of the Date of Grant, the number of<br \/>\nLong-Term Incentive Units (&#8220;LTI Units&#8221;) indicated in the on-line system<br \/>\nestablished and maintained by the Company or another third party designated by<br \/>\nthe Company, subject to adjustment under the Plan and Section 6 of these Terms<br \/>\nand Conditions. An LTI Unit represents the right to receive in cash, upon<br \/>\nvesting, as set forth in Section 3, the Long-Term Incentive Value of one share<br \/>\nof Occidental Common Stock, $0.20 par value (the &#8220;Common Stock&#8221;). LTI Units are<br \/>\nnot Common Stock and have no voting rights or, except as stated in Section 5,<br \/>\ndividend rights. &#8220;Long-Term Incentive Value&#8221; means the last reported sale price<br \/>\nof a share of Common Stock on the New York Stock Exchange Composite Transactions<br \/>\non the Vesting Date, date of death or Change in Control event.<\/p>\n<p>2. <strong>RESTRICTIONS ON TRANSFER.<\/strong> Neither these Terms and<br \/>\nConditions nor any right to receive cash pursuant to these Terms and Conditions<br \/>\nmay be transferred or assigned by the Grantee other than (i) to a beneficiary<br \/>\ndesignated on a form approved by the Company (if enforceable under local law),<br \/>\nby will or, if the Grantee dies without designating a beneficiary of a valid<br \/>\nwill, by the laws of descent and distribution, or (ii) pursuant to a domestic<br \/>\nrelations order, if applicable, (if approved or ratified by the Committee).<\/p>\n<p>3. <strong>VESTING AND FORFEITURE OF LONG-TERM INCENTIVE AWARD.<\/strong> (a)<br \/>\nIf the Grantee fails to accept this award prior to the next record date for the<br \/>\npayment of dividends on the Common Stock subsequent to the Date of Grant, then,<br \/>\nnotwithstanding any other provision of this award, the Grantee shall forfeit all<br \/>\nrights under this award and this award will become null and void. For purposes<br \/>\nof this section, acceptance of the award shall occur on the date the Grantee<br \/>\naccepts this Long-Term Incentive Award through the on-line system designated by<br \/>\nthe Company.<\/p>\n<p>(b) The Grantee must remain in the continuous employ of the Company through<br \/>\nthe Vesting Date to receive payment of this award. The continuous employment of<br \/>\nthe Grantee will not be deemed to have been interrupted by reason of the<br \/>\ntransfer of the Grantee153s employment among the Company and its affiliates or an<br \/>\napproved leave of absence. However, if, prior to the Vesting Date, the Grantee<br \/>\nbecomes permanently disabled while in the employ of the Company and terminates<br \/>\nemployment as a result thereof, retires with the consent of the Company, or<br \/>\nterminates employment for the convenience of the Company (each of the foregoing,<br \/>\na<\/p>\n<p>&#8220;Forfeiture Event&#8221;), then the number of LTI Units will be reduced on a pro<br \/>\nrata basis based upon the number of days remaining until the Vesting Date<br \/>\nfollowing the date of the Forfeiture Event. If the Grantee terminates employment<br \/>\nvoluntarily or is terminated for cause before the Vesting Date, then these Terms<br \/>\nand Conditions will terminate automatically on the date of the Grantee153s<br \/>\ntermination and the Grantee shall forfeit the right to receive any LTI Units. If<br \/>\nthe Grantee dies while in the employ of the Company before the Vesting Date, all<br \/>\nof the LTI Units will vest as of the date of death and become immediately<br \/>\npayable.<\/p>\n<p>(c) If a Change in Control event occurs prior to the Vesting Date, the LTI<br \/>\nUnits shall immediately vest and become nonforfeitable unless, prior to the<br \/>\noccurrence of the Change in Control event, the Committee, as provided in Section<br \/>\n7.1 of the Plan, determines that such event will not accelerate vesting of the<br \/>\nLTI Units. Any such determination by the Committee is binding on the Grantee.\n<\/p>\n<p>4. <strong>PAYMENT OF AWARDS.<\/strong> Payment of the Long-Term Incentive<br \/>\nValue for each LTI Unit, as adjusted pursuant to Sections 3 and 6 of these Terms<br \/>\nand Conditions, will be settled in cash only. Payment will be made to the<br \/>\nGrantee as promptly as practicable after the Vesting Date, date of death or the<br \/>\nChange in Control event, as the case may be.<\/p>\n<p>5. <strong>CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS<\/strong>. With<br \/>\nrespect to the number of LTI Units indicated above, the Grantee will be credited<br \/>\non the books and records of Occidental with an amount (the &#8220;Dividend<br \/>\nEquivalent&#8221;) equal to the amount per share of any cash dividends declared by the<br \/>\nBoard on the outstanding Common Stock as and when declared with a record date<br \/>\nduring the period beginning on the Date of Grant and ending on the Vesting Date,<br \/>\nor, if earlier, the date on which the Grantee forfeits the right to receive the<br \/>\nLTI Units. Occidental will pay in cash to the Grantee an amount equal to the<br \/>\nDividend Equivalents credited to such Grantee as promptly as may be practicable<br \/>\nafter the Grantee has been credited with a Dividend Equivalent.<\/p>\n<p>6. <strong>ADJUSTMENTS<\/strong>. The number of LTI Units covered by this<br \/>\nGrant may be adjusted as the Committee determines, pursuant to Section 7.2 of<br \/>\nthe Plan, in order to prevent dilution or expansion of the Grantee153s rights<br \/>\nunder these Terms and Conditions as a result of events such as stock dividends,<br \/>\nstock splits, or other change in the capital structure of Occidental, or any<br \/>\nmerger, consolidation, spin-off, liquidation or other corporate transaction or<br \/>\nevent having a similar effect. If any such adjustment occurs, the Company will<br \/>\ngive the Grantee written notice of the adjustment containing an explanation of<br \/>\nthe nature of the adjustment.<\/p>\n<p>7. <strong>NO EMPLOYMENT CONTRACT.<\/strong> Nothing in these Terms and<br \/>\nConditions confers upon the Grantee any right with respect to continued<br \/>\nemployment by the Company, nor limits in any manner the right of the Company to<br \/>\nterminate the employment or adjust the compensation of the Grantee. Unless<br \/>\notherwise agreed in a writing signed by the Grantee and an authorized<br \/>\nrepresentative of the Company, the Grantee153s employment with the Company is at<br \/>\nwill and may be terminated at any time by the Grantee or the Company.<\/p>\n<p>8. <strong>TAXES AND WITHHOLDING.<\/strong> Regardless of any action the<br \/>\nCompany takes with respect to any or all income tax (including U.S. federal,<br \/>\nstate and local tax and non-U.S. tax), social insurance, payroll tax, payment on<br \/>\naccount or other tax-related items related to the Grantee153s participation in the<br \/>\nPlan and legally applicable to the Grantee (&#8220;Tax-Related Items&#8221;), the Grantee<br \/>\nacknowledges that the ultimate liability for all Tax-Related Items is and<br \/>\nremains the Grantee153s responsibility and may exceed the amount actually withheld<br \/>\nby the Company. The Grantee further acknowledges that the Company (i) makes no<br \/>\nrepresentations or undertakings regarding the treatment of any Tax-Related Items<br \/>\nin connection with any aspect of this Long-Term<\/p>\n<p align=\"center\">2<\/p>\n<p>Incentive Award, including the grant or vesting of the Long-Term Incentive<br \/>\nAward and the receipt of Dividend Equivalents; and (ii) does not commit to and<br \/>\nis under no obligation to structure the terms of the grant or any aspect of the<br \/>\nLong-Term Incentive Award to reduce or eliminate the Grantee153s liability for<br \/>\nTax-Related Items or achieve any particular tax result. Further, if the Grantee<br \/>\nhas become subject to tax in more than one jurisdiction between the Date of<br \/>\nGrant and the date of any relevant taxable event, the Grantee acknowledges that<br \/>\nthe Company may be required to withhold or account for Tax-Related Items in more<br \/>\nthan one jurisdiction.<\/p>\n<p>Prior to the relevant taxable event, the Grantee shall pay or make adequate<br \/>\narrangements satisfactory to the Company to satisfy all Tax-Related Items. In<br \/>\nthis regard, the Grantee authorizes the Company to withhold all applicable<br \/>\nTax-Related Items legally payable by the Grantee first from the cash payable<br \/>\npursuant to this Long-Term Incentive Award (including Dividend Equivalents) and,<br \/>\nif not sufficient, from the Grantee153s wages or other cash compensation. The<br \/>\nGrantee shall pay to the Company any amount of Tax-Related Items that the<br \/>\nCompany may be required to withhold as a result of the Grantee153s receipt of this<br \/>\nLong-Term Incentive Award that cannot be satisfied by the means previously<br \/>\ndescribed.<\/p>\n<p>9. <strong>COMPLIANCE WITH LAW.<\/strong> The Company will make reasonable<br \/>\nefforts to comply with all federal, state and non-U.S. laws applicable to awards<br \/>\nof this type. However, if it is not feasible for the Company to comply with<br \/>\nthese laws with respect to the grant or settlement of these awards, then the<br \/>\nawards may be cancelled without any compensation or additional benefits provided<br \/>\nto Grantee as a result of the cancellation.<\/p>\n<p>10. <strong>RELATION TO OTHER BENEFITS.<\/strong> The benefits received by the<br \/>\nGrantee under these Terms and Conditions will not be taken into account in<br \/>\ndetermining any benefits to which the Grantee may be entitled under any profit<br \/>\nsharing, retirement or other benefit or compensation plan maintained by the<br \/>\nCompany, including the amount of any life insurance coverage available to any<br \/>\nbeneficiary of the Grantee under any life insurance plan covering employees of<br \/>\nthe Company. Additionally, this Long-Term Incentive Award is not part of normal<br \/>\nor expected compensation or salary for any purposes, including, but not limited<br \/>\nto calculation of any severance, resignation, termination, redundancy, end of<br \/>\nservice payments, bonuses or long-service awards. The grant of this Long-Term<br \/>\nIncentive Award does not create any contractual or other right to receive future<br \/>\ngrants of Long-Term Incentive Awards or benefits in lieu of Long-Term Incentive<br \/>\nAwards, even if Grantee has a history of receiving Long-Term Incentive Awards or<br \/>\nother cash or stock awards.<\/p>\n<p>11. <strong>AMENDMENTS.<\/strong> The Plan may be modified, amended, suspended<br \/>\nor terminated by the Board at any time, as provided in the Plan. Any amendment<br \/>\nto the Plan will be deemed to be an amendment to these Terms and Conditions to<br \/>\nthe extent it is applicable to these Terms and Conditions; however, no amendment<br \/>\nwill adversely affect the rights of the Grantee under these Terms and Conditions<br \/>\nwithout the Grantee&#8217;s consent.<\/p>\n<p>12. <strong>SEVERABILITY.<\/strong> If one or more of the provisions of these<br \/>\nTerms and Conditions is invalidated for any reason by a court of competent<br \/>\njurisdiction, the invalidated provisions shall be deemed to be separable from<br \/>\nthe other provisions of these Terms and Conditions, and the remaining provisions<br \/>\nof these Terms and Conditions will continue to be valid and fully enforceable.\n<\/p>\n<p>13. <strong>ENTIRE AGREEMENT; RELATION TO PLAN; INTERPRETATION.<\/strong><br \/>\nExcept as specifically provided in this Section, these Terms and Conditions and<br \/>\nthe Attachments incorporated in these Terms and Conditions constitute the entire<br \/>\nagreement between the Company and the Grantee<\/p>\n<p align=\"center\">3<\/p>\n<p>with respect to this Long-Term Incentive Award. These Terms and Conditions<br \/>\nare subject to the terms and conditions of the Plan. In the event of any<br \/>\ninconsistent provisions between these Terms and Conditions and the Plan, the<br \/>\nprovisions of the Plan control. Capitalized terms used in these Terms and<br \/>\nConditions without definitions have the meanings assigned to them in the Plan.<br \/>\nReferences to Sections and Attachments are to Sections of, and Attachments<br \/>\nincorporated in, these Terms and Conditions unless otherwise noted.<\/p>\n<p>14. <strong>SUCCESSORS AND ASSIGNS.<\/strong> Subject to Sections 2 and 3, the<br \/>\nprovisions of these Terms and Conditions shall be for the benefit of, and be<br \/>\nbinding upon, the successors, administrators, heirs, legal representatives and<br \/>\nassigns of the Grantee, and the successors and assigns of the Company.<\/p>\n<p>15. <strong>GOVERNING LAW.<\/strong> The laws of the State of Delaware govern<br \/>\nthe interpretation, performance, and enforcement of these Terms and Conditions.\n<\/p>\n<p>16. <strong>PRIVACY RIGHTS.<\/strong> By accepting this Long-Term Incentive<br \/>\nAward, the Grantee explicitly and unambiguously consents to the collection, use<br \/>\nand transfer, in electronic or other form, of the Grantee153s personal data as<br \/>\ndescribed in these Terms and Conditions by and among, as applicable, the Company<br \/>\nand its affiliates for the exclusive purpose of implementing, administering and<br \/>\nmanaging the Grantee153s participation in the Plan. The Grantee understands that<br \/>\nthe Company holds, or may receive from any agent designated by the Company,<br \/>\ncertain personal information about the Grantee, including, but not limited to,<br \/>\nthe Grantee153s name, home address and telephone number, date of birth, social<br \/>\ninsurance number or other identification number, salary, nationality, job title,<br \/>\nany shares of stock or directorships held in the Company, details of this<br \/>\nLong-Term Incentive Award or any other entitlement to cash or shares of stock<br \/>\nawarded, canceled, exercised, vested, unvested or outstanding in the Grantee153s<br \/>\nfavor, for the purpose of implementing, administering and managing the Plan,<br \/>\nincluding complying with applicable tax and securities laws (&#8220;Data&#8221;). Data may<br \/>\nbe transferred to any third parties assisting in the implementation,<br \/>\nadministration and management of the Plan. These recipients may be located in<br \/>\nthe Grantee153s country or elsewhere, and may have different data privacy laws and<br \/>\nprotections than the Grantee153s country. By accepting these Terms and Conditions,<br \/>\nthe Grantee authorizes the recipients to receive, possess, use, retain and<br \/>\ntransfer the Data, in electronic or other form, for the purposes described<br \/>\nabove. The Grantee may, at any time, view Data, request additional information<br \/>\nabout the storage and processing of Data, require any necessary amendments to<br \/>\nData or refuse or withdraw the consents herein, in any case without cost, by<br \/>\ncontacting the Committee in writing. Refusing or withdrawing consent may affect<br \/>\nthe Grantee153s ability to participate in the Plan.<\/p>\n<p>17. <strong>ELECTRONIC DELIVERY AND ACCEPTANCE.<\/strong> The Company may, in<br \/>\nits sole discretion, decide to deliver any documents related to this Long-Term<br \/>\nIncentive Award granted under the Plan or future awards that may be granted<br \/>\nunder the Plan (if any) by electronic means or to request the Grantee153s consent<br \/>\nto participate in the Plan by electronic means. The Grantee hereby consents to<br \/>\nreceive such documents by electronic delivery and, if requested, to participate<br \/>\nin the Plan through an on-line or electronic system established and maintained<br \/>\nby the Company or another third party designated by the Company.<\/p>\n<p>18. <strong>GRANTEE&#8217;S REPRESENTATIONS AND RELEASES.<\/strong> By accepting<br \/>\nthis Long-Term Incentive Award, the Grantee acknowledges that the Grantee has<br \/>\nread these Terms and Conditions and understands that (i) the grant of this<br \/>\nLong-Term Incentive Award is made voluntarily by Occidental in its discretion<br \/>\nwith no liability on the part of any of its direct or indirect subsidiaries and<br \/>\nthat, if the Grantee is not an employee of Occidental, the Grantee is not, and<br \/>\nwill not be considered, an employee of Occidental but the Grantee is a third<br \/>\nparty (employee of a<\/p>\n<p align=\"center\">4<\/p>\n<p>subsidiary) to whom this Long-Term Incentive Award is granted; (ii) all<br \/>\ndecisions with respect to future awards, if any, will be at the sole discretion<br \/>\nof Occidental; (iii) the Grantee153s participation in the Plan is voluntary; (iv)<br \/>\nthis Long-Term Incentive Award is an extraordinary item that does not constitute<br \/>\na regular and recurring item of base compensation; (v) the future amount of any<br \/>\ncash payment pursuant to this Long-Term Incentive Award cannot be predicted and<br \/>\nOccidental does not assume liability in the event this Long-Term Incentive Award<br \/>\nhas no value in the future; (vi) subject to the terms of any tax equalization<br \/>\nagreement between the Grantee and the entity employing the Grantee, the Grantee<br \/>\nwill be solely responsible for the payment or nonpayment of taxes imposed or<br \/>\nthreatened to be imposed by any authority of any jurisdiction; and (vii)<br \/>\nOccidental is not providing any tax, legal or financial advice with respect to<br \/>\nthis Long-Term Incentive Award or the Grantee153s participation in the Plan.<\/p>\n<p>In consideration of the grant of this Long-Term Incentive Award, no claim or<br \/>\nentitlement to compensation or damages shall arise from termination of this<br \/>\nLong-Term Incentive Award or diminution in value of this Long-Term Incentive<br \/>\nAward resulting from termination of the Grantee153s employment by the Company (for<br \/>\nany reason whatsoever) and, to the extent permitted by law, the Grantee<br \/>\nirrevocably releases the Company from any such claim that may arise; if,<br \/>\nnotwithstanding the foregoing, any such claim is found by a court of competent<br \/>\njurisdiction to have arisen, then, by accepting this Long-Term Incentive Award,<br \/>\nthe Grantee shall be deemed irrevocably to have waived his or her entitlement to<br \/>\npursue such claim.<\/p>\n<p>By accepting this Long-Term Incentive Award, the Grantee agrees, to the<br \/>\nextent not contrary to applicable law, to the General Terms of Employment set<br \/>\nout on Attachment 1 and the Arbitration Provisions set out on Attachment 2,<br \/>\nwhich, in each case, are incorporated in these Terms and Conditions by<br \/>\nreference.<\/p>\n<p>19. <strong>IMPOSITION OF OTHER REQUIREMENTS.<\/strong> Occidental reserves<br \/>\nthe right to impose other requirements on the Grantee153s participation in the<br \/>\nPlan and on the Long-Term Incentive Award, to the extent Occidental determines<br \/>\nit is necessary or advisable in order to comply with local law or facilitate the<br \/>\nadministration of the Plan, and to require the Grantee to sign any additional<br \/>\nagreements or undertakings that may be necessary to accomplish the foregoing.\n<\/p>\n<p>20. <strong>COMPLIANCE WITH SECTION 409A OF THE CODE.<\/strong><br \/>\nNotwithstanding anything to the contrary contained in these Terms and<br \/>\nConditions, to the extent that the Board determines that the Plan or this award<br \/>\nis subject to Section 409A of the U.S. Internal Revenue Code (the &#8220;Code&#8221;) and<br \/>\nfails to comply with the requirements of Section 409A of the Code, the Board<br \/>\nreserves the right (without any obligation to do so) to amend or terminate the<br \/>\nPlan and\/or amend, restructure, terminate or replace this award in order to<br \/>\ncause this award to either not be subject to Section 409A of the Code or to<br \/>\ncomply with the applicable provisions of such section.<\/p>\n<p align=\"center\">5<\/p>\n<p align=\"center\"><strong>Attachment 1<\/strong><\/p>\n<p align=\"center\"><strong>General Terms of Employment<\/strong><\/p>\n<p>A. Except as otherwise required by law or legal process, the Grantee will not<br \/>\npublish or divulge to any person, firm, corporation or institution and will not<br \/>\nuse to the detriment of Occidental, or any of its subsidiaries or other<br \/>\naffiliates, or any of their respective officers, directors, employees or<br \/>\nstockholders (collectively, &#8220;Occidental Parties&#8221;), at any time during or after<br \/>\nthe Grantee153s employment by any of them, any trade secrets or confidential<br \/>\ninformation of any of them (whether generated by them or as a result of any of<br \/>\ntheir business relationships), including such information as described in<br \/>\nOccidental153s Code of Business Conduct and other corporate policies, without<br \/>\nfirst obtaining the written permission of an officer of the Company.<\/p>\n<p>B. At the time of leaving employment with the Company, the Grantee will<br \/>\ndeliver to the Company, and not keep or deliver to anyone else, any and all<br \/>\ncredit cards, drawings, blueprints, specifications, devices, notes, notebooks,<br \/>\nmemoranda, reports, studies, correspondence and other documents, and, in<br \/>\ngeneral, any and all materials relating to the Occidental Parties (whether<br \/>\ngenerated by them or as a result of their business relationships), including any<br \/>\ncopies (whether in paper or electronic form), that the Grantee has in the<br \/>\nGrantee153s possession or control.<\/p>\n<p>C. The Grantee will, during the Grantee153s employment by the Company, comply<br \/>\nwith the provisions of Occidental153s Code of Business Conduct.<\/p>\n<p>D. Except as otherwise required by the Grantee153s job or permitted by law, the<br \/>\nGrantee will not make statements about any Occidental Parties (1) to the press,<br \/>\nelectronic media, to any part of the investment community, to the public, or to<br \/>\nany person connected with, employed by or having a relationship with any of them<br \/>\nwithout permission of an officer of the Company or (2) that are derogatory,<br \/>\ndefamatory or negative. Nothing herein, however, shall prevent Grantee from<br \/>\nmaking a good faith report or complaint to appropriate governmental authorities.<br \/>\nTo the fullest extent permitted by law, Grantee will not interfere with or<br \/>\ndisrupt any of the Company153s operations or otherwise take actions intended<br \/>\ndirectly to harm any of the Occidental Parties.<\/p>\n<p>E. All inventions, developments, designs, improvements, discoveries and ideas<br \/>\nthat the Grantee makes or conceives in the course of employment by the Company,<br \/>\nwhether or not during regular working hours, relating to any design, article of<br \/>\nmanufacture, machine, apparatus, process, method, composition of matter, product<br \/>\nor any improvement or component thereof, that are manufactured, sold, leased,<br \/>\nused or under development by, or pertain to the present or possible future<br \/>\nbusiness of the Company shall be a work-for-hire and become and remain the<br \/>\nproperty of Occidental, its successors and assigns.<\/p>\n<p>The provisions of this Section do not apply to an invention that qualifies<br \/>\nfully under the provisions of Section 2870 of the California Labor Code, which<br \/>\nprovides in substance that provisions in an employment agreement providing that<br \/>\nan employee shall assign or offer to assign rights in an invention to his or her<br \/>\nemployer do not apply to an invention for which no equipment, supplies,<br \/>\nfacilities, or trade secret information of the employer was used and which was<br \/>\ndeveloped entirely on the employee153s own time, except for those inventions that<br \/>\neither (a) relate, at the time of conception or reduction to practice of the<br \/>\ninvention, (1) to the business of the employer or (2) to the employer153s actual<br \/>\nor demonstrably anticipated research or development, or (b) result from any work<br \/>\nperformed by the employee for the employer.<\/p>\n<p>F. The foregoing General Terms of Employment are not intended to be an<br \/>\nexclusive list of the employment terms and conditions that apply to the Grantee.<br \/>\nThe Company, in its sole discretion, may at any time amend or supplement the<br \/>\nforegoing terms. The Grantee153s breach of the foregoing General Terms of<br \/>\nEmployment will entitle the Company to take appropriate disciplinary action,<br \/>\nincluding, without limitation, reduction of the Long-Term Incentive Award<br \/>\ngranted pursuant to these Terms and Conditions and termination of employment.\n<\/p>\n<p align=\"center\"><strong>Attachment 2<\/strong><\/p>\n<p align=\"center\"><strong>Arbitration Provisions<\/strong><\/p>\n<p>Any dispute arising out of or in any way related to the Grantee153s employment<br \/>\nwith the Company, or the termination of that employment, will be decided<br \/>\nexclusively by final and binding arbitration pursuant to any procedures required<br \/>\nby applicable law. To the extent not inconsistent with applicable law, any<br \/>\narbitration will be submitted to American Arbitration Association (&#8220;AAA&#8221;) and<br \/>\nsubject to AAA Employment Arbitration Rules and Mediation Procedures in effect<br \/>\nat the time of filing of the demand for arbitration. Only the following claims<br \/>\nare excluded from these Terms and Conditions: (1) claims for workers153<br \/>\ncompensation, unemployment compensation, or state disability benefits, and<br \/>\nclaims based upon any pension or welfare benefit plan the terms of which contain<br \/>\nan arbitration or other non-judicial dispute resolution procedure, (2) to the<br \/>\nextent permitted by applicable law, claims for provisional remedies to maintain<br \/>\nthe status quo pending the outcome of arbitration, (3) claims based on<br \/>\ncompensation award agreements and incentive plans and (4) claims which are not<br \/>\npermitted by applicable law to be subject to a binding pre-dispute arbitration<br \/>\nagreement.<\/p>\n<p>Any controversy regarding whether a particular dispute is subject to<br \/>\narbitration under this Section shall be decided by the arbitrator.<\/p>\n<p>To the extent required under applicable law, the Grantee153s responsibility for<br \/>\npayment of the neutral arbitrator153s fees and expenses shall be limited to an<br \/>\namount equal to the filing fee that would be required for a state trial court<br \/>\naction and the Company shall pay all remaining fees and expenses of the<br \/>\narbitrator. Unless otherwise required under applicable law, the parties shall<br \/>\neach pay their pro rata share of the neutral arbitrator&#8217;s expenses and fees. Any<br \/>\ncontroversy regarding the payment of fees and expenses under this arbitration<br \/>\nprovision shall be decided by the arbitrator.<\/p>\n<p>The arbitrator may award any form of remedy or relief (including injunctive<br \/>\nrelief) that would otherwise be available in court. Any award pursuant to said<br \/>\narbitration shall be accompanied by a written opinion of the arbitrator setting<br \/>\nforth the reason for the award. The award rendered by the arbitrator shall be<br \/>\nconclusive and binding upon the parties hereto, and judgment upon the award may<br \/>\nbe entered, and enforcement may be sought in, any court of competent<br \/>\njurisdiction. To the extent not inconsistent with applicable laws, the<br \/>\narbitrator will have the authority to hear and grant motions.<\/p><\/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":[9539,9546],"class_list":["post-40084","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40084","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=40084"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40084"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40084"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40084"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}