{"id":41618,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-occidental-petroleum-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-occidental-petroleum-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-occidental-petroleum-corp.html","title":{"rendered":"Certificate of Incorporation &#8211; Occidental Petroleum Corp."},"content":{"rendered":"<pre>\n\n                      RESTATED CERTIFICATE OF INCORPORATION\n                                       OF\n                        OCCIDENTAL PETROLEUM CORPORATION\n\n\n     Occidental Petroleum Corporation (the 'Corporation'), a corporation\norganized and existing under and by virtue of the General Corporation Law of the\nState of Delaware (the DGCL'), does hereby certify:\n\n     1.   The name of the Corporation is Occidental Petroleum Corporation, which\nis the name under which the Corporation was originally incorporated.\n\n     2.   The original Certificate of Incorporation was filed in the Office of\nthe Secretary of State of the State of Delaware on April 9, 1986. A Restated\nCertificate of Incorporation was filed in the Office of the Secretary of State\nof the State of Delaware on May 20, 1986.\n\n     3.   This Restated Certificate of Incorporation was duly adopted by the\nBoard of Directors of the Corporation without a vote of the stockholders in\naccordance with Section 245 of the DGCL.\n\n     4.   This Restated Certificate of Incorporation only restates and\nintegrates and does not further amend the provisions of the Corporation's\nCertificate of Incorporation, as heretofore amended and supplemented, and there\nis no discrepancy between the provisions of the Certificate of Incorporation, as\nheretofore amended and supplemented, and the provisions of this Restated\nCertificate of Incorporation.\n\n     5.   The text of the Certificate of Incorporation of the Corporation is\nrestated to read in its entirety as follows:\n\n\n                                    ARTICLE I\n\n     The name of the Corporation is OCCIDENTAL PETROLEUM CORPORATION.\n\n\n                                   ARTICLE II\n\n     The address of the registered office of the Corporation in the State of\nDelaware is The Prentice-Hall Corporation System, Inc., 1013 Centre Road,\nWilmington, Delaware 19805, in the City of Wilmington, County of New Castle. The\nname of the registered agent at that address is The Prentice-Hall Corporation\nSystem, Inc.\n\n\n                                   ARTICLE III\n\n     The purpose of the Corporation is to engage in any lawful act or activity\nfor which a corporation may be organized under the General Corporation Law of\nthe State of Delaware as set forth in Title 8 of the Delaware Code.\n\n                                       1\n\n\n                                   ARTICLE IV\n\n     The Corporation is authorized to issue two classes of capital stock,\ndesignated Common Stock and Preferred Stock. The amount of total authorized\ncapital stock of the Corporation is 550,000,000 shares, divided into 500,000,000\nshares of Common Stock, par value $.20 per share, and 50,000,000 shares of\nPreferred Stock, par value $1.00 per share.\n\n     The Preferred Stock may be issued in one or more series. The Board of\nDirectors is hereby authorized to issue the shares of Preferred Stock in such\nseries and to fix from time to time before issuance the number of shares to be\nincluded in any series and the designation, relative powers, preferences and\nrights and qualifications, limitations or restrictions of all shares of such\nseries. The authority of the Board of Directors with respect to each series\nshall include, without limiting the generality of the foregoing, the\ndetermination of any or all of the following:\n\n          (a)  the number of shares of any series and the designation to\n     distinguish the shares of such series from the shares of all other series;\n\n          (b)  the voting powers, if any, and whether such voting powers are\nfull or limited, in any such series;\n\n          (c)  the redemption provisions, if any, applicable to such series,\n     including the redemption price or prices to be paid;\n\n          (d)  whether dividends, if any, shall be cumulative or noncumulative,\n     the dividend rate, or method of determining the dividend rate, of such\n     series, and the dates and preferences of dividends on such series;\n\n          (e)  the rights of such series upon the voluntary or involuntary\n     dissolution of, or upon any distribution of the assets of, the Corporation;\n\n          (f)  the provisions, if any, pursuant to which the shares of such\n     series are convertible into, or exchangeable for, shares of any other class\n     or classes or of any other series of the same or any other class or classes\n     of stock, or any other security, of the Corporation or any other\n     corporation, and the price or prices or the rates of exchange applicable\n     thereto;\n\n          (g)  the right, if any, to subscribe for or to purchase any securities\n     of the Corporation or any other corporation;\n\n          (h)  the provisions, if any, of a sinking fund applicable to such\n     series; and\n\n          (i)  any other relative, participating, optional or other special\n     powers, preferences, rights, qualifications, limitations or restrictions\n     thereof;\n\nall as shall be determined from time to time by the Board of Directors and shall\nbe stated in a resolution or resolutions providing for the issuance of such\nPreferred Stock (a 'Preferred Stock Designation').\n\n                                       2\n\n\n     The number of authorized shares of Preferred Stock may be increased or\ndecreased (but not below the number of shares then outstanding) by the\naffirmative vote of the holders of a majority of the stock of the Corporation\nentitled to vote, with all such holders voting as a single class.\n\n     Each holder of Common Stock of the Corporation entitled to vote shall have\none vote for each share thereof held.\n\n     Except as may be provided by the Board of Directors in a Preferred Stock\nDesignation or by law, the Common Stock shall have the exclusive right to vote\nfor the election of directors and for all other purposes, and holders of\nPreferred Stock shall not be entitled to receive notice of any meeting of\nstockholders at which they are not entitled to vote or consent.\n\n     The Corporation shall be entitled to treat the person in whose name any\nshare of its stock is registered as the owner thereof, for all purposes, and\nshall not be bound to recognize any equitable or other claim to, or interest in,\nsuch share on the part of any other person, whether or not the Corporation shall\nhave notice thereof, except as expressly provided by applicable law.\n\n\n                                    ARTICLE V\n\n     A.  Subject to any rights granted in a Preferred Stock Designation to any\nseries of Preferred Stock, any action required or permitted to be taken by the\nstockholders of the Corporation must be effected at an annual or special meeting\nof stockholders of the Corporation and may not be effected by any consent in\nwriting of such stockholders.\n\n     B.  No vote at any meeting of stockholders need be by written ballot unless\nthe Board of Directors, in its discretion, or the officer of the Corporation\npresiding at the meeting, in his discretion, specifically directs the use of a\nwritten ballot.\n\n     C.  Special meetings of the stockholders of the Corporation for any purpose\nor purposes may be called at any time by the Board of Directors or the Chairman\nof the Board of Directors. Special meetings of stockholders of the Corporation\nmay not be called by any other person or persons.\n\n\n                                   ARTICLE VI\n\n     A.  The business and affairs of the Corporation shall be managed by or\nunder the direction of a Board of Directors. The number of directors which shall\nconstitute the whole Board of Directors shall be fixed by, or in such manner as\nmay be provided in, the By-laws of the Corporation. All directors shall be of\none class and serve for a term ending at the annual meeting following the annual\nmeeting at which the director was elected. In no case will a decrease in the\nnumber of directors shorten the term of any incumbent director. Each director\nshall hold office after the annual meeting at which his term is scheduled to end\nuntil his successor shall be elected and shall qualify, subject, however, to\nprior death, resignation, disqualification or removal from office. Any newly\ncreated directorship resulting from an increase in the number of directors or\nany other vacancy on the Board of Directors may be filled\n\n                                       3\n\n\nby a majority of the Board of Directors then in office, even if less than a\nquorum, or by a sole remaining director.\n\n     Notwithstanding the foregoing, whenever the holders of any one or more\nclasses or series of preferred stock issued by the Corporation shall have the\nright, voting separately by class or series, to elect directors at an annual or\nspecial meeting of stockholders, the election, term of office, filling of\nvacancies and other features of such directorships shall be governed by the\nterms of the Certificate of Incorporation applicable thereto, and such directors\nso elected shall be in addition to the number of directors provided for in the\nBy-laws of the Corporation.\n\n     B.  The directors shall have the power to adopt, amend or repeal the\nBy-laws of the Corporation.\n\n     C.  No director shall be personally liable to the Corporation or its\nstockholders for monetary damages for any breach of fiduciary duty by such\ndirector as a director. Notwithstanding the foregoing sentence, a director shall\nbe liable to the extent provided by applicable law (i) for breach of the\ndirector's duty of loyalty to the Corporation or its stockholders, (ii) for acts\nor omissions not in good faith or which involve intentional misconduct or a\nknowing violation of law, (iii) pursuant to Section 174 of the Delaware General\nCorporation Law, or (iv) for any transaction from which the director derived an\nimproper personal benefit. No amendment to or repeal of this Section C of\nArticle VI shall apply to or have any effect on the liability or alleged\nliability of any director of the Corporation for or with respect to any acts or\nomissions of such director occurring prior to such amendment or repeal.\n\n\n                                   ARTICLE VII\n\n     Meetings of stockholders may be held within or without the State of\nDelaware, as the By-laws of the Corporation may provide. The books of the\nCorporation may be kept (subject to any provision contained in applicable law)\noutside the State of Delaware at such place as may be designated from time to\ntime by the Board of Directors or the By-laws of the Corporation.\n\n\n                                  ARTICLE VIII\n\n     The Corporation reserves the right to amend, alter, change or repeal any\nprovision contained in the Certificate of Incorporation, in the manner now or\nhereafter prescribed by statute, and all rights conferred upon stockholders\nherein are granted subject to this reservation.\n\n                                       4\n\n\n     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of\nIncorporation to be signed by Donald P. de Brier, its Executive Vice President\nand Secretary, and attested by Elizabeth H. Bellamy, one of its Assistant\nSecretaries, this 12th day of November, 1999.\n\n\n                                        By:   \/s\/ DONALD P. DE BRIER\n                                           -------------------------------------\n                                           Name:  Donald P. de Brier\n                                           Title: Executive Vice President and\n                                                  Secretary\n\n\nATTEST:\n\n\nBy:   \/s\/ ELIZABETH H. BELLAMY\n   ------------------------------------\n   Name:  Elizabeth H. Bellamy\n   Title: Assistant Secretary\n\n                                       5\n\n\n\n\n TYPE:  EX-10.7\n SEQUENCE:  3\n DESCRIPTION:  EMPLOYMENT CONTRACTS\n\n\n\n\n\n                                    AGREEMENT\n\n     This Employment Agreement is made as of the 3rd day of April, 1998 by and\nbetween Occidental Petroleum Corporation, a Delaware corporation (hereinafter\nreferred to as 'Employer'), and Donald P. de Brier (hereinafter referred to as\n'Employee').\n\n                                   WITNESSETH\n                                   ----------\n\n     WHEREAS, Employee has been rendering services to Employer pursuant to a\nwritten agreement which will expire on May 31, 1998, and\n\n     WHEREAS, the parties now desire to provide for a continuation of Employee's\nemployment by Employer beyond that date, and to specify the rights and\nobligations of the parties during such continued employment;\n\n     NOW, THEREFORE, in consideration of the mutual covenants and agreements\nherein, Employer and Employee hereby agree to continue such employment upon the\nfollowing terms and conditions:\n\n     1.   Duties. Employee shall continue to perform the duties of Executive\nVice President, General Counsel and Secretary, or shall serve in such other\ncapacity and with such other duties for Employer or any of the subsidiaries of\nEmployer or any corporation affiliated with Employer (any such subsidiary or\naffiliated corporation hereafter to be deemed Employer under this Agreement) as\nEmployer may direct. In performing such duties, Employee will comply with\nEmployer's Code of Business Conduct and Corporate Policies, as the same may be\namended from time to time.\n\n     2.   Term of Employment. The term of employment hereunder shall be for a\nperiod of five (5) years, commencing on June 1, 1998, and ending midnight May\n31, 2003, unless terminated prior thereto in accordance with the provisions of\nthis Agreement, or unless extended by mutual agreement in accordance with\nParagraph 9 hereof.\n\n     3.   Compensation. For the services to be performed hereunder, Employee\nshall be compensated by Employer at the rate of not less than five hundred\nthousand dollars ($500,000) per annum, payable semi-monthly. The minimum salary\nhereunder shall be automatically adjusted to the level of any increase in annual\ncompensation as the Employer may determine during the term of this Agreement.\n\n\n     4.   Participation in Benefit Programs. Employee shall be eligible to\nparticipate in all benefit programs and under the same terms and conditions as\nare generally applicable to salaried employees and senior executives of Employer\nduring the term of this Agreement. These benefits include life insurance in the\nevent of death equivalent to three (3) times base pay while employed. Employee\nwill be entitled to one country club membership paid for by Employer provided\nthat the Chief Executive Officer of Employer has prior approval on the selection\nof the specific club. Employee shall also be eligible to participate in (i)\nEmployer's Incentive Compensation Plan and (ii) Employer's 1995 Incentive Stock\nPlan, as long as Employer continues such plans during the term of this\nAgreement, and to receive awards or grants under such Plans at Employer's sole\ndiscretion.\n\n     5.   Exclusivity of Services. Employee shall not render paid or unpaid\nservices on a self-employed basis or to any other employer.\n\n     6.   Vacation. Employee shall be entitled to a total of five (5) weeks\nvacation in each contract year. Employee agrees to follow Employer's relevant\npolicies and procedures for scheduling and taking such vacations.\n\n     7.   Termination.\n\n          a.   Cause. Notwithstanding the term of this Agreement, Employer may\ndischarge Employee and terminate this Agreement without severance or other pay\nfor cause, including without limitation, (i) failure to satisfactorily perform\nhis duties or responsibilities hereunder or negligence in complying with\nEmployer's legal obligations, (ii) refusal to carry out any lawful order of\nEmployer, (iii) breach of any legal duty to Employer, (iv) breach of Paragraph 5\nof the Agreement, or (v) conduct constituting moral turpitude or conviction of a\ncrime which may diminish Employee's ability to effectively act on the Employer's\nbehalf or with or on behalf of others, or (vi) death. In the case of events (i)\nthrough (v) above, Employer shall give Employee notice of such cause and\nEmployee shall have thirty (30) days to cure such breach.\n\n          b.   Incapacity. If, during the term of this Agreement, Employee is\nincapacitated from performing the essential functions of his job pursuant to\nthis Agreement by reason of illness, injury, or disability, Employer may\nterminate this Agreement by at least one week's written notice to Employee, but\nonly in the event that such conditions shall aggregate not less than one-hundred\neighty (180) days during any twelve (12) month period. In the event Employee\nshall (i) continue to be incapacitated subsequent to termination for incapacity\npursuant to this Paragraph 7(b), and (ii) be a participant in and shall qualify\nfor benefits under Employer's Long Term Disability Plan ('LTD'), then Employer\nwill continue to compensate Employee, for so long as Employee remains eligible\nto receive LTD benefits, in an amount equal to the\n\n                                       2\n\n\ndifference between sixty percent (60%) of Employer's annual compensation as set\nforth in Paragraph 3 hereof and the maximum annual benefit under the LTD,\npayable monthly on a pro rated basis.\n\n          c.   Without Cause. Employer may at any time terminate the employment\nof Employee without cause or designate a termination for cause as a termination\nwithout cause, and in such event Employer shall, in lieu of continued\nemployment, compensate Employee at the rate and in the manner provided in\nParagraph 3 hereof for a period after termination equivalent to (i) twenty-four\n(24) months, or (ii) until the expiration of this Agreement, whichever of (i) or\n(ii) is shorter in time (the 'Compensation Period'). In the event Employee dies\nduring the 'Compensation Period' any remaining payment due will be made to the\ndeceased's estate.\n\n               During the Compensation Period, Employee shall continue to be\neligible to (i) participate in all employee benefit plans of Employer, in which\nhe is participating at the time of the notice and so long as such plans are\navailable to salaried employees and senior executives, and (ii) exercise all\nstock options previously granted to Employee under Employer's 1987 Stock Option\nPlan and 1995 Incentive Stock Plan, which options are or become exercisable\nunder the provisions of such Plans, and (iii) continue to vest in any restricted\nstock or performance stock awards previously granted to Employee under\nEmployer's 1977 Executive Long-Term Incentive Stock Purchase Plan and 1995\nIncentive Stock Plan.\n\n               During the Compensation Period, Employee shall not accept\nemployment with, or act as a consultant for, or perform services for any person,\nfirm or corporation directly or indirectly engaged in any business competitive\nwith Employer without the prior written consent of Employer.\n\n     8.   Confidential Information. Employee agrees that he will not divulge to\nany 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.\n\n          Employee agrees that, at the time of leaving the employ of Employer,\nhe will deliver to Employer, and not keep or deliver to anyone else, any and all\ncredit cards, notes, notebooks, memoranda, documents and, in general, any and\nall material relating to Employer's business, including copies therefor, whether\nin paper or electronic format.\n\n                                       3\n\n\n     9.   Modification. This Agreement 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.\n\n     10.  Prior Agreement. This Agreement supersedes and replaces any and all\nprevious agreements between the parties.\n\n     11.  Severability. 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.\n\n     12.  Governing Law. 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.\n\n     13.  Assignment. This Agreement shall be binding upon Employee, his heirs,\nexecutors and assigns and upon Employer, its successors and assigns.\n\n     14.  Arbitration. In consideration for entering into this Agreement and for\nthe position, compensation, benefits and other promises provided hereunder, the\nEmployee and Employer agree to be bound by the arbitration provisions attached\nhereto as Attachment 1 and incorporated herein by this reference.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day\nand year first above written.\n\n                                       OCCIDENTAL PETROLEUM CORPORATION\n\n                                       By:    \/s\/ RAY R. IRANI\n                                          ----------------------------------\n\n\n\n                                       By:    \/s\/ DONALD P. DE BRIER\n                                          ----------------------------------\n                                                  Donald P. de Brier\n\n                                       4\n\n\n                                                                    ATTACHMENT 1\n\n                      ARBITRATION PROVISIONS ('Provisions')\n              Incorporated by Reference into and Made a Part of the\n            Agreement, dated April 3, 1998 (the 'Agreement'), between\n                Occidental Petroleum Corporation (the 'Employer')\n                     and Donald P. de Brier (the 'Employee')\n\n     In recognition of the fact that differences may arise between the Employer\nand the Employee arising out of or relating to certain aspects of the Employee's\nemployment with the Employer or the termination of that employment, and in\nrecognition of the fact that resolution of any differences in the courts is\nrarely timely or cost-effective for either party, the Employer and Employee have\nagreed to the incorporation of the Provisions into the Agreement in order to\nestablish and gain the benefits of a speedy, impartial and cost-effective\ndispute resolution procedure. By so doing, the Employer and the Employee\nmutually agree to arbitrate Claims (as defined below) and each knowingly and\nvoluntarily waive their rights before a jury. Each party's promise to resolve\nClaims (as defined below) by arbitration in accordance with these Provisions is\nconsideration for the other party's like promise, in addition to any other\nconsideration.\n\n1.   Claims\n\n     1.1  Except as provided in paragraph 1.2 below, 'Claims' (collectively\ncalled 'Claim' or 'Claims' in these Provisions) means all claims or\ncontroversies 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.\n\n     1.2  These Provisions do not apply to or cover: claims for workers'\ncompensation benefits, claims for unemployment compensation benefits, or claims\nfor which the National Labor Relations Board has exclusive jurisdiction; claims\nby the Employer for injunctive and\/or other equitable relief for intellectual\nproperty, unfair competition and\/or the use and\/or unauthorized disclosure of\ntrade secrets or confidential information; and claims based upon an employee\npension or benefit plan the terms of which contain an arbitration or other\nnon-judicial resolution procedure, in which case the provisions of such plan\nshall apply. Employee shall further retain the right to seek injunctive and\/or\nother equitable relief expressly made available by a statute which forms the\nbasis of a Claim which is subject to arbitration under these Provisions. Where\none or more of the included Claims in a dispute are covered under these\nProvisions and one or\n\n\nmore of the included Claims in the dispute are not covered under these\nProvisions, such covered and non-covered claims shall be separated and shall be\nheard separately in the appropriate forum for each claim.\n\n2.   Agreement to Arbitrate All Claims\n\n     2.1  Except for claims excluded from these Provisions by paragraph 1.2\nabove and as otherwise provided in paragraph 1.2 and 4.1, the Employer and the\nEmployee hereby agree to the resolution by exclusive, final and binding\narbitration of all Claims.\n\n     2.2  The parties further agree that any issue or dispute concerning the\nformation, applicability, interpretation, or enforceability of these Provisions,\nincluding any claim or contention that all or any part of these Provisions is\nvoid or voidable, shall be subject to arbitration as provided herein. The\narbitrator, and not any federal, state or local court or agency, shall have\nauthority to decide any such issue or dispute.\n\n3.   Governing Law\n\n     3.1  Except as modified by these Provisions, the arbitration shall be\nconducted pursuant to the rules set forth in the California Arbitration Act,\nCalifornia Civil Code or Procedure Section 1281, et. seq.\n\n     3.2  The Arbitrator shall apply the substantive law (and the law of\nremedies, if applicable) of the State of California, or federal law, or both, as\napplicable to the Claims asserted.\n\n4.   Binding Effect\n\n     4.1  The arbitration Award (see Section 10, herein) shall be final and\nbinding on the parties except that both parties shall have the right to appeal\nto the appropriate court any errors of law in the decision rendered by the\nArbitrator.\n\n     4.2  The Award may be entered as a judgment in any court of competent\njurisdiction and shall serve as a bar to any court action for any Claim or\nallegation which was, or could have been, raised in Arbitration.\n\n     4.3  For Claims covered by these Provisions, Arbitration is the exclusive\nremedy, except as provided by paragraph 1.2. The parties shall be precluded from\nbringing or raising in court or before any other forum any dispute which could\nhave been brought or raised pursuant to Arbitration.\n\n     4.4  Nothing in these Provisions shall prevent a party from pursuing any\nlegal right to bring an action to vacate or enforce an Award or to compel\narbitration pursuant to applicable California law.\n\n                                       2\n\n\n5.   Initiating Arbitration\n\n     To initiate the arbitration process, the aggrieved party must provide the\nother party or parties with: a written request to arbitrate any covered Claims\nwhich states the Claim or Claims for which arbitration is sought. The written\nrequest to arbitrate must be received within the limitations periods applicable\nunder the law to such Claims.\n\n6.   Selection of the Arbitrator\n\n     6.1  All Claims shall be decided by a single neutral decision-maker, called\nthe 'Arbitrator.'\n\n     6.2  To be qualified to serve, the Arbitrator must be an attorney in good\nstanding with at least seven years experience in employment law or a retired\njudge and be available to hear the matter within sixty (60) days of selection\nand on consecutive days.\n\n     6.3  Within fifteen calendar days after receipt of the written request to\narbitrate, the parties will attempt to agree on the selection of a qualified\nArbitrator pursuant to paragraph 6.2 above. If the parties fail to agree on the\nselection of an Arbitrator within that fifteen calendar day period, the Employer\nwill designate an alternate dispute resolution service (by way of example,\nAmerican 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.\n\n7.   Arbitration Procedures:\n\n     7.1  All parties may be represented by counsel throughout the arbitration\nprocess, including without limitation, at the arbitration hearing.\n\n     7.2  The Arbitrator shall afford each party a full and fair opportunity to\npresent relevant and material proof, to call and cross-examine witnesses, and to\npresent its argument.\n\n     7.3  The Arbitrator shall not be bound by any formal rules of evidence with\nthe exception of applicable law regarding the attorney-client privilege and work\nproduct\n\n                                       3\n\n\ndoctrine, and any applicable state or federal law regarding confidentiality of\ndocuments and other information (including, without limitation, pursuant to\nrights of privacy).\n\n     7.4  The Arbitrator shall decide the relevance of any evidence offered, and\nthe Arbitrator's decision on any question of evidence or argument shall be final\nand binding.\n\n     7.5  The Arbitrator may receive and consider the evidence of witnesses by\naffidavit and shall give it such weight as the Arbitrator deems appropriate\nafter consideration of any objection made to its admission.\n\n     7.6  Either party, at its expense, may arrange and pay for the cost of a\ncourt reporter to provide a stenographic record of the proceedings. The other\nparty may obtain a copy of the recording by paying the reporter's normal fee for\nsuch copy. If both parties agree to utilize the services of a court reporter,\nthe parties shall share the expense equally and shall be billed and responsible\nfor payment individually.\n\n     7.7  Either party shall have the right to file an pre- or post-hearing\nbrief. The time for filing such briefs shall be set by the Arbitrator.\n\n     7.8  The Arbitrator has authority to entertain a written or oral motion to\ndismiss and motion for summary judgment, dispositive of all or part of any\nClaim, to which the Arbitrator shall apply the standards governing such motions\nunder the Federal Rules of Civil Procedure.\n\n8.   Discovery\n\n     8.1  Discovery shall be governed by this paragraph 8, notwithstanding Code\nof Civil Procedure Section 1283.05 to the contrary.\n\n     8.2  Discovery shall be conducted in the most expeditious and cost-\neffective manner possible, and shall be limited to that which is relevant and\nfor which the party seeking it has substantial, demonstrable need.\n\n     8.3  All parties shall be entitled to receive, reasonably prior to the\nhearing, copies of relevant documents which are requested in writing, clearly\ndescribed and governed by paragraph 8.2 above, and sought with reasonable\nadvance notice given the nature of the requests. Upon request, Employee shall\nalso be entitled to a true copy of his or her personnel file kept in the\nordinary course of business and pursuant to the Employer policy. Any other\nrequests for documents shall be made by subpoena as provided for in Section 9\nherein.\n\n     8.4  Except as mutually agreed by the parties, all parties shall be\nentitled to submit no more than twenty interrogatories (including subparts) and\ntwenty requests for admission (including subparts), on each of the other\nparties, which are requested in\n\n                                       4\n\n\nwriting, clearly described and governed by paragraph 8.2 above, and sought with\nreasonable advance notice given the nature of the requests.\n\n     8.5  Upon reasonable request and scheduling, each party shall be entitled\nto take three depositions in total of relevant parties, representative of the\nopposing party, or third parties, of up to two days duration each.\n\n     8.6  Physical and\/or mental examinations may be conducted in accordance\nwith the standards established by the Federal Rules of Civil Procedure.\n\n     8.7  At a mutually agreeable date, the parties will exchange lists of\nexperts who will testify at the arbitration. Each party may depose the other\nparty's experts and obtain documents they reviewed and relied upon and these\ndepositions will not be charged against the party's limit of three depositions.\n\n     8.8  Any disputes relative to discovery or requests for discovery other\nthan specifically provided for herein, shall be presented to the Arbitrator who\nshall make final and binding decisions in accordance with paragraphs 8.1 and 8.2\nherein.\n\n9.   Subpoenas\n\n     9.1  Subject to formal request and a determination of both need and\nrelevance 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.\n\n     9.2  The Arbitrator is empowered to subpoena witnesses or documents to the\nextent permitted in a judicial proceeding, upon his or her own initiative or at\nthe request of a party.\n\n     9.3  The party requesting the production of any witness or proof shall bear\nthe costs of such production.\n\n10.  The Award\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.\n\n     10.2 The Award shall be made promptly by the Arbitrator, and unless\notherwise agreed by the parties, not later than sixty (60) days from the closing\nof the hearing, or the date post-hearing briefs are filed, whichever is later.\n\n                                       5\n\n\n     10.3 The Award shall be in writing and signed and dated by the Arbitrator.\nThe Award shall decide all issues submitted, shall contain express findings of\nfact and law (including findings on each issue of fact and law raised by a\nparty), and provide the reasons supporting the decision including applicable\nlaw. The Arbitrator shall give signed and duplicate original copies of the Award\nto all parties at the same time.\n\n11.  Damages and Relief\n\n     11.1 The Arbitrator shall have the same authority to award remedies and\ndamages as provided to a judge and\/or jury under applicable state or federal\nlaws, where the aggrieved party has met his or her burden of proof.\n\n     11.2 Both parties have a duty to mitigate their damages by all reasonable\nmeans. The Arbitrator shall take a party's failure to mitigate into account in\ngranting relief in accordance with applicable state and federal law.\n\n     11.3 Arbitration of damages or other remedies may be conducted in a\nbifurcated proceeding.\n\n12.  Fees and Expenses\n\n     12.1 All parties shall share equally the fees of the Arbitrator. Each party\nwill deposit funds or post other appropriate security for its share of the\nArbitrator's fee, in an amount and manner determined by the Arbitrator, at least\nten (10) days before the first day of hearing. Additionally, each party shall\npay for its own expenses associated with the arbitration process and attorneys'\nfees, if any. If any party prevails on a statutory claim which entitles the\nprevailing party to attorneys' fees, or if there is a written agreement\nproviding for fees, the Arbitrator may award reasonable fees to the prevailing\nparty in accordance with such statute or agreement.\n\n     12.2 The Arbitrator may additionally award either party its reasonable\nattorneys' fees and costs, including reasonable expenses associated with\nproduction 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.\n\n\n<\/pre>\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":[9573,9575],"class_list":["post-41618","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-occidental-petroleum-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41618","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=41618"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41618"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41618"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41618"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}