I, Stephen I. Chazen, certify that:
1. I have reviewed this annual report on Form 10-K of Occidental Petroleum
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 4, 2003
/s/ STEPHEN I. CHAZEN
--------------------------------------------
Stephen I. Chazen
Chief Financial Officer
91
EXHIBIT 3.(II)
[AS AMENDED FEBRUARY 13, 2003]
BY-LAWS
OF
OCCIDENTAL PETROLEUM CORPORATION
(HEREINAFTER CALLED THE "CORPORATION")
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.
SECTION 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. Place and Conduct of Meetings. Meetings of the stockholders for
the election of directors or for the transaction of only such other business as
may properly be brought before the meeting in accordance with these By-laws
shall be held at such time and place, either within or without the State of
Delaware, as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice
thereof. The Chairman of such meetings shall have plenary power and authority
with respect to all matters relating to the conduct thereof including, without
limitation, the authority to limit the amount of time which may be taken by any
stockholder or stockholders, the authority to appoint and be advised by a
parliamentarian, and the authority to appoint and to instruct a sergeant or
sergeants at arms.
SECTION 2. Annual Meetings. The Annual Meetings of Stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, for the purpose
of electing directors and for the transaction of only such other business as may
properly be brought before the meeting in accordance with these By-laws.
To be properly brought before the Annual Meeting, business must be either
(a) specified in the notice of Annual Meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise properly brought
before the Annual Meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the Annual Meeting by a stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2 and on the record date for the
determination of stockholders entitled to vote at such Annual Meeting and (ii)
who complies with the notice procedures set forth in this Section 2.
In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder, the stockholder must
have given timely notice thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice must be delivered to or mailed to and
received at the principal executive offices of the Corporation, not less than
seventy (70) days nor more than ninety (90) days prior to the anniversary date
of the immediately preceding Annual Meeting; provided, however, that in the
event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the Annual
Meeting
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was mailed or such public disclosure was made, whichever first occurs. In no
event shall the public announcement of an adjournment of an Annual Meeting
commence a new time period for the giving of a stockholder's notice as described
above.
To be in proper written form, a stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the Annual
Meeting (i) a brief description of the business desired to be brought before the
Annual Meeting, the reasons for conducting such business at the Annual Meeting
and any material interest in such business of the stockholder and the beneficial
owner, if any, on whose behalf the proposal is made, (ii) the name and record
address of the stockholder proposing such business, (iii) the class, series and
number of shares of the Corporation which are beneficially owned by the
stockholder, (iv) a description of all arrangements or understandings between
the stockholder and any other person or persons (including their names) in
connection with such business, (v) whether the stockholder or the beneficial
owner, if any, intends or is part of a group which intends to distribute proxy
materials, and (vi) a representation that the stockholder intends to appear, in
person or by another person authorized in accordance with the General
Corporation Law of the State of Delaware to act as proxy for the stockholder, at
the Annual Meeting to present such business.
Notwithstanding anything in the By-laws to the contrary, no business shall
be conducted at the Annual Meeting except in accordance with the procedures set
forth in this Section 2; provided, however, that nothing in this Section 2 shall
be deemed to preclude discussion by any stockholder of any business properly
brought before the Annual Meeting.
The Chairman of an Annual Meeting shall, if the facts warrant, determine
and declare to the Annual Meeting that business was not properly brought before
the Annual Meeting in accordance with the provisions of this Section 2, and if
he should so determine, he shall so declare to the Annual Meeting and any such
business not properly brought before the Annual Meeting shall not be transacted.
Written notice of the Annual Meeting stating the place, date and hour of
the Annual Meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting.
SECTION 3. Special Meetings. Unless otherwise prescribed by law or by the
Certificate of Incorporation, Special Meetings of Stockholders, for any purpose
or purposes, may be called by the Board of Directors or the Chairman of the
Board. Written notice of a Special Meeting stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is called shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.
SECTION 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder entitled to vote at
the meeting.
SECTION 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these By-laws, any question brought before any meeting of
stockholders shall be decided by the affirmative vote of a majority of the
shares present in person or by proxy at the meeting for the purposes of
determining the presence of a quorum at such meeting. Unless otherwise provided
in the Certificate of Incorporation, each stockholder represented at a meeting
of stockholders shall be entitled to cast one vote for each share of the
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capital stock entitled to vote thereat held by such stockholder. Such votes may
be cast in person or by proxy but no proxy shall be voted on or after three
years from its date, unless such proxy provides for a longer period. No vote at
any meeting of stockholders need be by written ballot unless the Board of
Directors, in its discretion, or the officer of the Corporation presiding at the
meeting, in his discretion, specifically directs the use of a written ballot.
SECTION 6. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.
SECTION 7. Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 6 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.
SECTION 8. Voting Procedures and Inspectors of Election. The corporation
shall, in advance of any meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report thereof. The corporation may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.
The inspectors shall (i) ascertain the number of shares outstanding and the
voting power of each, (ii) determine the shares represented at a meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties of
the inspectors.
The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting.
ARTICLE III
DIRECTORS
SECTION 1. Number and Election of Directors. Subject to the rights, if any,
of holders of preferred stock issued by the Corporation to elect directors of
the Corporation, the Board of Directors shall consist of one or more directors,
the number of which shall be eleven (11) until changed by resolution duly
adopted by the Board of Directors from time to time. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at Annual Meetings of Stockholders, and each director so elected
shall hold office until his successor is duly elected and qualified, or until
his earlier death, disqualification, resignation or removal. No person shall be
eligible for election as a director of the Corporation who shall have reached
the age of seventy-two (72) at the date of such election, unless such
requirement shall have been unanimously waived by the members of the Nominating
and Corporate Governance Committee and such Committee's action shall have been
ratified and approved by a majority of the disinterested directors on the Board
of Directors. Any director may resign at any time effective upon
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giving written notice to the Corporation, unless the notice specifies a later
time for such resignation to become effective. If the resignation of a director
is effective at a future time, the Board of Directors may elect a successor
prior to such effective time to take office when such resignation becomes
effective. Directors need not be stockholders.
SECTION 2. Nominations of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors, except as may be otherwise provided in the Certificate of
Incorporation of the Corporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors of the Corporation may be made at any Annual Meeting (a) by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section 2
and on the record date for the determination of stockholders entitled to vote at
the Annual Meeting and (ii) who complies with the notice procedures set forth in
this Section 2.
In addition to any other applicable requirements, for a nomination to be
made by a stockholder, the stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than seventy (70) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding Annual Meeting; provided, however,
that in the event that the Annual Meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever
first occurs. In no event shall the public announcement of an adjournment of an
Annual Meeting commence a new time period for the giving of a stockholder's
notice as described above.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of the person, (ii) principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person, and (iv)
any other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to the Rules and
Regulations of the Securities and Exchange Commission under Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) as to
the stockholder giving the notice, (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder, (iii) a
description of all arrangements or understandings between the stockholder or the
beneficial owner, if any, on whose behalf the nomination is made and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nominations are to be made by such stockholder, (iv)
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends to distribute proxy materials, (v) a representation that the
stockholder intends to appear, in person or by another person authorized in
accordance with the General Corporation Law of the State of Delaware to act as
proxy for the stockholder, at the Annual Meeting to nominate the persons named
in the stockholder's notice, and (vi) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to the Rules and Regulations of the Securities
and Exchange Commission under Section 14 of the Exchange Act. Such notice must
be accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 2.
If the Chairman of the Annual Meeting determines that a nomination was not made
in accordance with the foregoing procedure, the Chairman shall declare to the
meeting that the nomination was defective and the defective nomination shall be
disregarded.
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SECTION 3. Vacancies. Any newly created directorship resulting from an
increase in the number of directors or any other vacancy on the Board of
Directors may be filled by a majority of the Board of Directors then in office,
even if less than a quorum, or by a sole remaining director. Any director
elected to fill a newly created directorship resulting from an increase in the
number of directors or any other vacancy shall hold office for a term that shall
expire at the next Annual Meeting of Stockholders.
SECTION 4. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-laws
directed or required to be exercised or done by the stockholders.
SECTION 5. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman, if there be one, the President, or any three directors. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director either by mail not less than forty-eight hours before the date of the
meeting, by telephone, telegram or telecopy on twenty-four hours notice, or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.
SECTION 6. Quorum. Except as may be otherwise specifically provided by law,
at all meetings of the Board of Directors or of any committee thereof, a
majority of the members of the entire Board of Directors or of the said
committee shall constitute a quorum for the transaction of business; and the act
of a majority of the directors or members of the committee present at any
meeting at which there is a quorum shall be the act of the Board of Directors or
of the said committee, as the case may be. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors or members of the committee if any action taken is
approved by at least a majority of the required quorum for that meeting. If a
quorum shall not be present at any meeting of the Board of Directors or of any
committee thereof, the directors or members of the committee present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
SECTION 7. Actions of Board. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
SECTION 8. Meetings by Means of Conference Telephone. Members of the Board
of Directors of the Corporation, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.
SECTION 9. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. Meetings of any
committee may be called by the Chairman of such committee, if there be one, or
by any two members thereof other than such Chairman. Notice thereof stating
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the place, date and hour of the meeting shall be given to each member by mail
not less than forty-eight hours before the date of the meeting; by telephone,
telegram or telecopy on twenty-four hours notice; or on such shorter notice as
the person or persons calling such meeting may deem necessary or appropriate in
the circumstances. Each committee shall keep regular minutes and report to the
Board of Directors when required.
SECTION 10. Compensation. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors and/or a stated
annual fee as a director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
SECTION 11. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
ARTICLE IV
OFFICERS
SECTION 1. General. The officers of this Corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, who shall be the Chief
Executive Officer, any number of Vice Chairmen, a President, a Senior Operating
Officer, any number of Executive Vice Presidents, one or more of whom may be
designated Senior Executive Vice President, any number of Vice Presidents with
such rank as the Board of Directors may designate, a Secretary, any number of
Assistant Secretaries, a Treasurer, and any number of Assistant Treasurers. One
of such Executive Vice Presidents or Vice Presidents shall be designated Chief
Financial Officer and shall have responsibility, subject to the direction of the
Board of Directors, the Chairman of the Board and the President, for the
management of the Corporation's financial affairs. Any number of offices may be
held by the same person, unless otherwise prohibited by law, the Certificate of
Incorporation or these By-laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.
SECTION 2. Election. The Board of Directors at its first meeting held after
each Annual Meeting of Stockholders shall elect the officers of the Corporation
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors; and all officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in an office of the Corporation shall be filled by the Board
of Directors.
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SECTION 3. Remuneration. The Board of Directors shall have the power to fix
and determine the salaries and other remuneration, and the terms and conditions
thereof, of all executive officers of the Corporation.
SECTION 4. Chairman of the Board of Directors. The Chairman of the Board of
Directors shall preside at all meetings of the stockholders and of the Board of
Directors and the Executive Committee, if any, shall have general and active
management of the business and affairs of the Corporation, shall have plenary
power to issue orders and instructions to all officers and employees of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors and the Executive Committee, if any, are carried into effect. He shall
be the Chief Executive Officer of the Corporation, and except where by law the
signature of the President is required, the Chairman of the Board of Directors
shall possess the power to enter into and sign all contracts, certificates and
other instruments of the Corporation, and shall have the power to delegate any
portion of his authority under these By-laws to any other officer of the
Corporation. During the absence or disability of the President, the Chairman of
the Board of Directors shall exercise all the powers and discharge all the
duties of the President. The Chairman of the Board of Directors shall also
perform such other duties and may exercise such other powers as from time to
time may be assigned to him by these By-laws or by the Board of Directors.
SECTION 5. Vice Chairmen of the Board of Directors. The Vice Chairman of
the Board of Directors or Vice Chairmen of the Board of Directors, if there is
more than one (in the order designated by the Board of Directors), shall perform
such duties and may exercise such powers as from time to time may be assigned to
him by the Board of Directors or the Chairman of the Board of Directors.
SECTION 6. President. The President shall perform such duties and have such
powers as the Board of Directors or the Chairman of the Board may from time to
time prescribe. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and the Board of Directors. If there be no Chairman of the
Board of Directors, the President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these By-laws,
by the Board of Directors or by the Chairman of the Board of Directors.
SECTION 7. Senior Operating Officer. The Senior Operating Officer shall
perform such duties and have such powers as are prescribed for Executive Vice
Presidents and Vice Presidents under these By-laws and under any resolution of
the Board of Directors and shall perform such additional duties and have such
additional powers as the Board of Directors or the Chairman of the Board of
Directors may from time to time prescribe. The Senior Operating Officer shall
also perform such other duties and may exercise such other powers as from time
to time may be assigned to him by these By-laws, by the Board of Directors, or
by the Chairman of the Board of Directors.
SECTION 8. Executive Vice Presidents and Vice Presidents. At the request of
the President or in his absence or in the event of his inability or refusal to
act (and if there be no Chairman of the Board of Directors), the Executive Vice
Presidents and Vice Presidents (in the order designated by the Board of
Directors) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors or the Chairman of the Board of Directors
from time to time may prescribe. If there be no Chairman of the Board of
Directors and no Vice President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the President or in the event
of the inability or refusal of the President to act, shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.
SECTION 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees of the Board of Directors when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by
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the Board of Directors or the Chairman of the Board of Directors, under whose
supervision he shall be. If the Secretary shall be unable or shall refuse to
cause to be given notice of all meetings of the stockholders and special
meetings of the Board of Directors, and if there be no Assistant Secretary, then
either the Board of Directors or the President may choose another officer to
cause such notice to be given. The Secretary shall have custody of the seal of
the Corporation and the Secretary or any Assistant Secretary, if there be any,
shall have authority to affix the same to any instrument requiring it, and when
so affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature. The Secretary shall see that all books,
reports, statements, certificates and other documents and records required by
law to be kept or filed are properly kept or filed, as the case may be.
SECTION 10. Treasurer. Subject to the direction of the Chief Financial
Officer, the Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all his transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, the Treasurer shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
SECTION 11. Assistant Secretaries. Except as may be otherwise provided in
these By-laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chairman of the Board of Directors, the President, any Vice
President, if there be any, or the Secretary, and in the absence of the
Secretary or in the event of his disability or refusal to act, shall perform the
duties of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary.
SECTION 12. Assistant Treasurers. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board of
Directors, the President, any Vice President, if there be any, or the Treasurer,
and in the absence of the Treasurer or in the event of his disability or refusal
to act, shall perform the duties of the Treasurer, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
Treasurer. If required by the Board of Directors, an Assistant Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the Corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
SECTION 13. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.
SECTION 14. Officers of Divisions. The officers of divisions of the
Corporation shall perform such duties and may exercise such powers as the
Chairman of the Board may from time to time prescribe.
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ARTICLE V
STOCK
SECTION 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board of Directors, the President or a Vice President
and (ii) by the Chief Financial Officer or the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation.
SECTION 2. Signatures. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
SECTION 3. Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
SECTION 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these By-laws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new certificate shall be
issued.
SECTION 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting, provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.
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ARTICLE VI
NOTICES
SECTION 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable or by facsimile or other electronic transmission.
Notice given by any such means shall be deemed to have been given at the time
delivered, sent or transmitted.
SECTION 2. Waivers of Notice. Whenever any notice is required by law, the
Certificate of Incorporation or these By-laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VII
GENERAL PROVISIONS
SECTION 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, and may be
paid in cash, in property, or in shares of the capital stock. Before payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.
SECTION 2. Disbursements. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
SECTION 4. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
SECTION 5. Stock Held by Corporation. Powers of attorney, proxies, waivers
of meeting, consents and other instruments relating to securities owned by the
Corporation may be executed in the name and on behalf of the Corporation by the
Chairman of the Board, or such other officer or officers as the Board of
Directors or the Chairman of the Board may designate, and any such officer shall
have full power and authority on behalf of the Corporation, in person or by
proxy, to attend, and to act and vote at, any meeting of stockholders of any
corporation in which the Corporation may hold securities, and at any such
meeting shall possess, and may exercise, any and all of the rights and powers
incident to the ownership of such securities.
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ARTICLE VIII
INDEMNIFICATION
SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than
Those by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Corporation. Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
SECTION 3. Authorization of Indemnification. Any indemnification under this
Article VIII (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Section 1 or Section
2 of this Article VIII, as the case may be. Such determination shall be made (i)
by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (ii) if such a
quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders. To the extent, however, that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1
or Section 2 of this Article VIII, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith, without the
necessity of authorization in the specific case.
SECTION 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on
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the records or books of account of the Corporation or another enterprise, or on
information, opinions, reports or statements supplied to him by the officers or
employees of the Corporation or another enterprise in the course of their
duties, or by a committee of the Board of Directors of the Corporation, or on
the advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports or statements made to the Corporation or
another enterprise by an independent certified public accountant, by an
appraiser or by another person selected with reasonable care by or on behalf of
the Corporation or another enterprise as to matters such person reasonably
believes are within such certified public accountant's, appraiser's, or other
person's professional or expert competence. The term "another enterprise" as
used in this Section 4 shall mean any other corporation or any partnership,
joint venture, trust or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or 2 of this Article
VIII, as the case may be.
SECTION 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction in
the State of Delaware for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article VIII. The basis of such indemnification
by a court shall be a determination by such court that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in Sections 1 or 2 of this
Article VIII, as the case may be. Notice of any application for indemnification
pursuant to this Section 5 shall be given to the Corporation promptly upon the
filing of such application.
SECTION 6. Expenses Payable in Advance. Expenses incurred in defending or
investigating a threatened or pending action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VIII.
SECTION 7. Non-exclusivity and Survival of Indemnification. The
indemnification and advancement of expenses provided by this Article VIII shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any By-law,
agreement, contract, vote of stockholders or disinterested directors or pursuant
to the direction (howsoever embodied) of any court of competent jurisdiction or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in Sections 1 and 2 of
this Article VIII shall be made to the fullest extent permitted by law. The
provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 1 or 2 of this
Article VIII but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise. The indemnification and advancement of expenses provided by this
Article VIII shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
SECTION 8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VIII.
SECTION 9. Meaning of "Corporation" for Purposes of Article VIII. For
purposes of this Article VIII, references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its
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separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article VIII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
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EXHIBIT 10.16
OCCIDENTAL PETROLEUM CORPORATION
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2003)
OCCIDENTAL PETROLEUM CORPORATION
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2003)
ARTICLE I
PURPOSE
This document sets forth the terms of the Occidental Petroleum
Corporation Deferred Compensation Plan (the "Plan") as amended and restated
effective as of January 1, 2003. The prior Plan document, which was effective
January 1, 1999, constituted the amendment, restatement and merger of the
Occidental Petroleum Corporation 1988 Deferred Compensation Plan (the "1988
DCP") and the Occidental Petroleum Corporation Senior Executive Deferred
Compensation Plan (the "SEDCP").
The purpose of the Plan is to provide a tax-deferred opportunity for
key management and highly compensated employees of the Occidental Petroleum
Corporation and its Affiliates (as defined below) to accumulate additional
retirement income through deferrals of compensation.
ARTICLE II
DEFINITIONS
Whenever the following words and phrases are used in this Plan with
the first letter capitalized, they shall have the meanings specified below:
Affiliate. "Affiliate" means: (i) any corporation that is a member of
a controlled group of corporations (within the meaning of Code Section 1563(a),
determined without regard to Code Sections 1563(a)(4) and (e)(3)(C), and with
the phrase "more than 50%" substituted for the phrase "at least 80%" each place
it appears in Code Section 1563(a)) of which Occidental Petroleum Corporation is
a component member, or (ii) any entity (whether or not incorporated) that is
under common control with Occidental Petroleum Corporation (as defined in Code
Section 414(c) and the Treasury Regulations thereunder, and with the phrase
"more than 50%" substituted for the phrase "at least 80%" each place it appears
in the Treasury Regulations under Code Section 414(c)).
Amortization Method. "Amortization Method" means an annual installment
method of paying a Participant's benefits under which the Company will pay the
Participant an initial payment in an amount equal to (i) plus (ii) divided by
(iii), where (i) is the value of the Participant's Deferral Accounts as of the
end of the month preceding such payment, (ii) is the amount of interest that
would accrue during the entire payout period on the unpaid balance credited to
the Participant's Deferral Accounts immediately following such initial payment
if the Declared Rate then in effect remained unchanged and (iii) is the number
of years over which annual installments are to be paid. For each Plan Year after
the initial benefit payment is made, the annual benefit payment will be
determined under the same equation where (i) is the value of the Participant's
Deferral Accounts as of the end of the month preceding the benefit payment, (ii)
is the amount of interest that would accrue during the remaining payout period
on the unpaid balance credited to the Participant's Deferral Accounts
immediately following such annual
payment if the Declared Rate then in effect remained unchanged and (iii) is the
number of annual payments remaining.
Base Salary. "Base Salary" means the base salary earned by a
Participant during pay periods beginning in a Plan Year, excluding Bonus, all
severance allowances, forms of incentive compensation, Savings Plan, Retirement
Plan or other Company qualified plan contributions or benefits, retainers,
insurance premiums or benefits, reimbursements, and all other payments, prior to
reduction for any deferrals under this Plan or any other plan of the Company or
reductions under the Company's Savings Plan allowed under Section 401(k) of the
Code.
Beneficiary. "Beneficiary" means the person or persons designated as
such in accordance with Article VI.
Beneficiary Benefit. "Beneficiary Benefit" means the payment to a
Participant's Beneficiary of the value of the Participant's Deferral Accounts
pursuant to Section 5.2 on account of the Participant's death.
Board. "Board" means the Board of Directors of the Company.
Bonus. "Bonus" means the bonus earned by a Participant during a Plan
Year prior to reduction for any deferral under this Plan or any other plan of
the Company.
Code. "Code" means the Internal Revenue Code of 1986, as amended.
Committee. "Committee" means the administrative committee appointed to
administer the Plan pursuant to Article III.
Company. "Company" means Occidental Petroleum Corporation, or any
successor thereto, and any Affiliates.
Company Management. "Company Management" means the Chairman of the
Board, President or any Executive Vice President of Occidental Petroleum
Corporation.
Compensation. "Compensation" means Base Salary and/or Bonus.
DCP Deferral Account. "DCP Deferral Account" means the account
maintained on the books of account of the Company for each Participant pursuant
to Article IV to account for amounts deferred under the 1988 DCP prior to
January 1, 1999 and amounts deferred under this Plan after that date.
DCP Deferral Amount. "DCP Deferral Amount" means an amount of a
Participant's Base Salary and/or Bonus that is deferred under the Plan,
including both amounts deferred under the 1988 DCP prior to January 1, 1999, and
amounts deferred under this Plan after that date.
Declared Rate. "Declared Rate" with respect to any Plan Year means the
rate at which interest will be credited on Deferral Accounts for such Plan Year.
The Declared Rate for
2
each Plan Year commencing in 1999 and thereafter will be equal to the greater
of: (i) (A) plus (B) where (A) is the Moody's Long-Term Corporate Bond Index
Monthly Average Corporates as published by Moody's Investor Services, Inc. (or
successor thereto) for the month of July in the year prior to the Plan Year in
question, and (B) is 3% ("Moodys Plus Three"), or (ii) the highest yield on any
unsecured debt or preferred stock of the Company that was outstanding on the
last day of July in the year prior to the Plan Year in question. The Declared
Rate will be announced on or before January 1 of the applicable Plan Year.
Notwithstanding the foregoing, the Declared Rate for DCP Deferral Amounts that
were earned and deferred prior to 1994 under the 1988 DCP (including bonuses
which were earned for 1993), together with accumulated interest thereon, will in
no event be less than 8% for any Plan Year. Accordingly, the Declared Rate for
any Plan Year may be different for DCP Deferral Amounts that were earned and
deferred under the 1988 DCP prior to January 1, 1994 than for DCP Deferral
Amounts earned and deferred after such date.
Deferral Account(s). "Deferral Account(s)" means a Participant's DCP
Deferral Account and/or SEDCP Deferral Account (if any) and/or Savings Plan
Restoration Account (if any) maintained on the books of account of the Company
for each Participant pursuant to Article IV.
Deferral Election Form. "Deferral Election Form" means a paper or
electronic election form provided by the Committee on which an Eligible Employee
may elect to defer Base Salary and/or Bonus and may elect to receive an Early
Payment Benefit in accordance with Article IV.
Disability. "Disability" means a condition that qualifies as a
disability under the Company's Retirement Plan and is approved by the Committee.
Disability Benefit. "Disability Benefit" means the payment to a
Participant of the value of the Participant's Deferral Accounts pursuant to
Section 5.1 on account of the Participant's termination of employment due to a
Disability.
Distribution Election Form. "Distribution Election Form" means a paper
or electronic election form provided by the Committee on which a Participant may
elect the form of payment of his Retirement Benefits and/or the form of payment
of Beneficiary Benefits to his Beneficiary in accordance with Article V.
Early Payment Benefit. "Early Payment Benefit" means the payment to a
Participant of part or all of the Participant's DCP Deferral Account on an Early
Payment Date prior to Retirement pursuant to Section 5.4.
Early Payment Date. "Early Payment Date" means any year prior to
Retirement that a Participant elects pursuant to Section 4.1(b) to have an Early
Payment Benefit paid or commenced to be paid.
Early Payment Date Subaccount. "Early Payment Date Subaccount" means
any subaccount of a Participant's DCP Deferral Account established to separately
account for deferred Compensation (and interest credited thereto) that is
subject to an Early Payment Benefit election.
3
Eligible Employee. "Eligible Employee" means each key management or
other highly compensated employee of the Company who is selected by Company
Management to participate in the Plan.
Emergency Benefit. "Emergency Benefit" means the payment to a
Participant of part or all of his Deferral Accounts in the event that the
Participant has an unforeseeable financial emergency pursuant to Section 5.5.
Fractional Method. "Fractional Method" means an installment method of
paying a Participant's Retirement Benefit under which the Company will determine
the amount of each annual installment by dividing the value of the Participant's
Deferral Accounts as of the end of the month preceding the payment date by the
number of annual installments remaining to be paid.
1988 DCP. "1988 DCP" means the Occidental Petroleum Corporation 1988
Deferred Compensation Plan.
Participant. "Participant" means (i) each individual who, as of
December 31, 1998, was a participant in the 1988 DCP or the SEDCP and has not
received a complete distribution of the benefits accrued under those plans, (ii)
an Eligible Employee who has filed a completed and fully executed Deferral
Election Form with the Committee and is participating in the Plan in accordance
with the provisions of Article IV or (iii) any person who has a Deferral Account
by reason of his prior status as an Eligible Employee.
Plan Year. "Plan Year" means the calendar year beginning on January 1
and ending on December 31.
Retirement. "Retirement" means: (i) the termination of a Participant's
employment with the Company for reasons other than Disability or death after the
Participant attains age 65, (ii) the termination of a Participant's employment
with the Company for reasons other than Disability or death after the
Participant attains age 55 and completes five (5) Years of Service or (iii)
effective January 1, 2001, the Participant's attainment of age 55 following the
Participant's termination of employment with the Company for reasons other than
Disability or death prior to attainment of age 55 if the Participant qualifies
for retiree medical coverage under the Occidental Petroleum Corporation Medical
Plan on the date of the Participant's termination of employment.
Retirement Benefit. "Retirement Benefit" means the payment to a
Participant of the value of the Participant's Deferral Accounts pursuant to
Section 5.1 following Retirement.
Retirement Plan. "Retirement Plan" means the Occidental Petroleum
Corporation Retirement Plan, as amended from time to time.
Savings Plan. "Savings Plan" means the Occidental Petroleum
Corporation Savings Plan, as amended from time to time.
4
Savings Plan Restoration Account. "Savings Plan Restoration Account"
means the account maintained on the books of account of the Company to reflect
Savings Plan Restoration Contributions made by the Company pursuant to Section
4.6.
Savings Plan Restoration Contribution. "Savings Plan Restoration
Contribution" means the amount credited to a Participant's Savings Plan
Restoration Account pursuant to Section 4.6.
SEDCP. "SEDCP" means the Occidental Petroleum Corporation Senior
Executive Deferred Compensation Plan under which certain Company executives
deferred compensation.
SEDCP Deferral Account. "SEDCP Deferral Account" means the account
maintained on the books of account of the Company for certain Participants
pursuant to Article IV to account for amounts deferred under the SEDCP.
Termination Benefit. "Termination Benefit" means the payment to a
Participant of the value of the Participant's Deferral Accounts pursuant to
Section 5.1 on account of the Participant's termination of employment other than
due to Retirement, Disability or death.
Termination Event. "Termination Event" means any of the following:
(a) Approval by the stockholders of the Company (or, if no
stockholder approval is required, by the Board) of the dissolution or
liquidation of the Company, other than in the context of a transaction that
does not constitute a Termination Event under clause (b) below;
(b) Consummation of a merger, consolidation, or other
reorganization, with or into, or the sale of all or substantially all of
the Company's business and/or assets as an entirety to, one or more
entities that are not subsidiaries or other affiliates of the Company (a
"Business Combination"), unless (i) as a result of the Business
Combination, more than 50% of the outstanding voting power of the surviving
or resulting entity or a parent thereof (the "Successor Entity")
immediately after the Business Combination is, or will be, owned, directly
or indirectly, by holders of the Company's voting securities immediately
before the Business Combination; (ii) no "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
from time (the "Exchange Act")), excluding the Successor Entity or any
employee benefit plan of the Company and any trustee or other fiduciary
holding securities under a Company employee benefit plan or any person
described in and satisfying the conditions of Rule 13d-1(b)(i) of the
Exchange Act (an "Excluded Person"), beneficially owns, directly or
indirectly, more than 20% of the outstanding shares or the combined voting
power of the outstanding voting securities of the Successor Entity, after
giving effect to the Business Combination, except to the extent that such
ownership existed prior to the Business Combination; and (iii) at least 50%
of the members of the board of directors of the entity resulting from the
Business Combination were members of the Board at the time of the execution
of the initial agreement or of the action of the Board approving the
Business Combination;
5
(c) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act, but excluding any Excluded Person) is or becomes
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding voting
securities, other than as a result of (i) an acquisition directly from the
Company; (ii) an acquisition by the Company; or (iii) an acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or a Successor Entity; or
(d) During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted the Board cease
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's stockholders, of each new Board
member was approved by a vote of at least two-thirds (2/3) of the Board
members then still in office who were Board members at the beginning of
such period (including for these purposes, new members whose election or
nomination was so approved), but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a person other than the Board.
(e) Notwithstanding the foregoing, a Termination Event shall not
occur if, prior to the Termination Event, the Executive Compensation and
Human Resources Committee of the Board deems such an event to not be a
Termination Event for the purposes of this Plan.
Years of Service. "Years of Service" means the number of full years
credited to a Participant under the Retirement Plan for vesting purposes.
ARTICLE III
ADMINISTRATION OF THE PLAN
A Committee shall be appointed by the Board to administer the Plan and
establish, adopt, or revise such rules and regulations as the Committee may deem
necessary or advisable for the administration of the Plan and to interpret the
provisions of the Plan, and, except as otherwise indicated herein, any such
interpretations shall be conclusive and binding. All decisions of the Committee
shall be by vote of at least two of the Committee members and shall be final.
The Committee may appoint any agent and delegate to such agent such powers and
duties in connection with the administration of the Plan as the Committee may
from time to time prescribe.
Members of the Committee shall be eligible to participate in the Plan
while serving as members of the Committee, but a member of the Committee shall
not vote or act upon any matter which relates solely to such member's interest
in the Plan as a Participant.
6
ARTICLE IV
PARTICIPATION
4.1 Election to Participate.
(a) Deferral Elections. An Eligible Employee may elect to participate
in the Plan and elect to defer annual Base Salary and/or Bonus under the Plan by
filing a completed and fully executed Deferral Election Form prior to the
beginning of the Plan Year during which such Base Salary and Bonus are to be
earned or at such other time as the Committee may permit. Deferral Election
Forms must be filed in accordance with the instructions set forth in the
Deferral Election Forms.
Various deferral options will be made available to Eligible Employees
under the Plan, subject to such limitations and conditions as the Committee may
impose from time to time, in its complete and sole discretion. A Deferral
Election Form filed for the Plan Year beginning January 1, 2003, or for any
subsequent Plan Year shall be effective for Base Salary and/or Bonus to be
earned during that Plan Year and shall remain in effect for that Plan Year and
subsequent Plan Years, notwithstanding any change in the Participant's Base
Salary or Bonus, until changed or terminated in accordance with the terms of
this Section 4.1; provided, however, that such election shall terminate if the
Participant ceases to be an Eligible Employee. Subject to the minimum deferral
requirements and maximum deferral limitations set forth below, a Participant may
increase, decrease or terminate his deferral election effective for Compensation
to be earned during any Plan Year by filing a new Deferral Election Form with
the Committee prior to January 1 of such Plan Year.
Each Deferral Election Form will designate the DCP Deferral Amounts as
a fixed dollar amount or fixed percentage (in increments of 1%) of Base Salary
and/or (i) a fixed dollar amount or a fixed percentage of Bonus, or (ii) 100% of
any Bonus exceeding a specified dollar amount, as elected by the Participant.
Deferrals of Base Salary will normally be deducted ratably during the Plan Year.
In its sole discretion, the Committee may also permit amounts that an Eligible
Employee has previously elected to defer under other plans or agreements with
the Company to be transferred to this Plan and credited to his Deferral Accounts
that are maintained hereunder.
(A) Minimum Deferral. For each Plan Year, the minimum amount of
Base Salary that a Participant may elect to defer is $5,000, if expressed
as a dollar amount, or 5% of Base Salary, if expressed as a percentage, and
the minimum amount of Bonus that a Participant may elect to defer is any of
the following: (I) $5,000, (II) 5% of Bonus, or (III) 100% of that portion
of any Bonus that exceeds a dollar amount specified by the Participant on
his Deferral Election Form.
(B) Maximum Deferral. For each Plan Year, the maximum amount of
Base Salary that a Participant may elect to defer is 75% of Base Salary,
and the maximum amount of Bonus that a Participant may elect to defer is
100% of Bonus.
(b) Early Payment Benefit Election. On the Deferral Election Form
filed pursuant to Section 4.1(a), an Eligible Employee may irrevocably elect to
receive the
7
Compensation deferred pursuant to that election in a lump sum payment or in
annual installments over two (2) to five (5) years commencing prior to
Retirement on an Early Payment Date. If a Participant fails to designate the
form of distribution for an Early Payment Benefit, the distribution shall be in
the form of a lump sum. The Early Payment Date elected must be a year that
begins at least two (2) years after the end of the first Plan Year to which the
election applies. An Early Payment Benefit election filed for the Plan Year
beginning January 1, 2003, or for any subsequent Plan Year, shall be effective
for Compensation earned and deferred during that Plan Year and each subsequent
Plan Year until terminated in accordance with the terms of this Section 4.1;
provided, however, that deferrals of Compensation earned during any Plan Year
that ends less than two (2) years prior to the Early Payment Date will not be
subject to the Early Payment Benefit election and shall be paid upon the
Participant's termination of employment as set forth in Section 5.1 or 5.2, as
the case may be. A Participant may terminate an election for an Early Payment
Benefit with respect to Compensation deferred in any future Plan Year by filing
a new Deferral Election Form with the Committee prior to January 1 of such Plan
Year. A Participant may not, however, change the form of benefit or time of
commencement of Early Payment Benefit with respect to Compensation deferred
pursuant to a Deferral Election Form after that Deferral Election is filed
pursuant to Section 4.1(a).
A Participant may not at any time have more than two Early Payment
Dates scheduled. However, after an Early Payment Date has occurred and all
payments with respect to the corresponding Early Payment Date election have been
completed, a Participant may elect a new Early Payment Date for future deferrals
of Compensation.
4.2 DCP Deferral Accounts. The Committee shall establish and maintain a
separate DCP Deferral Account for each Participant. The amount credited to a
Participant's Deferral Account under the 1988 DCP as of December 31, 1998
remained credited to his DCP Deferral Account under this Plan as of January 1,
1999. A DCP Deferral Amount shall be credited by the Company to the
Participant's DCP Deferral Account as of the date that the Participant's Base
Salary or Bonus would otherwise have been paid. Such DCP Deferral Account shall
be debited by the amount of any payments made by the Company to the Participant
or the Participant's Beneficiary therefrom as of the date of payment. The
Committee shall establish an Early Payment Date Subaccount within a
Participant's DCP Deferral Account for each Early Payment Date elected by that
Participant. Any such Early Payment Date Subaccount shall be debited by the
amount of any Early Payment Benefit paid by the Company to the Participant on or
beginning on such Early Payment Date pursuant to Section 5.4 as of the date of
payment.
4.3 SEDCP Deferral Accounts. The Committee shall maintain a separate SEDCP
Deferral Account for each Participant who was a participant in the SEDCP on
December 31, 1998. The balance of such Participant's accounts under the SEDCP as
of December 31, 1998 remained credited to each such Participant's SEDCP Deferral
Account under this Plan as of January 1, 1999. SEDCP Deferral Accounts shall be
debited by the amount of any payments made by the Company to the Participant or
the Participant's Beneficiary therefrom as of the date of payment.
4.4 Interest. Each Deferral Account of a Participant shall be deemed to
bear interest on the monthly balance of such Deferral Account at the Declared
Rate for each Plan Year, compounded monthly. Except as provided in Section
5.2(a) with respect to SEDCP Deferral
8
Accounts for Participants who die prior to becoming eligible for Retirement,
interest will be credited to each Deferral Account on a monthly basis on the
last day of each month as long as any amount remains credited to such Deferral
Account. Effective January 1, 2003, amounts of deferred Compensation that are
credited to a Deferral Account and amounts of Savings Plan Restoration
Contributions that are credited to a Savings Plan Restoration Account prior to
the end of a calendar month shall accrue interest from the date of crediting,
computed on the basis of a 30-day month based on days elapsed from date of
crediting to the end of the month.
4.5 Valuation of Deferral Accounts. The value of a Deferral Account as of
any date shall equal the amounts previously credited to such Deferral Account
less any payments debited to such Deferral Account plus the interest deemed to
be earned on such Deferral Account in accordance with Section 4.4 through the
end of the preceding month. When payments are made from a DCP Deferral Account
for any reason other than an Early Payment Benefit elected after January 1,
1994, such payments shall be deemed to be made on a proportionate or pro-rata
basis from DCP Deferral Amounts (including accumulated interest thereon) that
were earned and deferred under the 1988 DCP prior to January 1, 1994 and DCP
Deferral Amounts (including accumulated interest thereon) that were earned and
deferred after that date.
4.6 Savings Plan Restoration Contribution. For each Plan Year, the Company
shall credit to the Savings Plan Restoration Account of any Participant, an
amount equal to the amount by which the contribution that would otherwise have
been made by the Company on behalf of the Participant to the Savings Plan for
such Plan Year is reduced by reason of the reduction in the Participant's Base
Salary for such Plan Year because of deferrals under this Plan. The Savings Plan
Restoration Contribution shall be credited to the Savings Plan Restoration
Account of each Participant for each Plan Year at the same time as the Company
contribution for such Plan Year is made to the Savings Plan. A Participant's
interest in any credit to his Savings Plan Restoration Account and earnings
thereon shall vest at the same rate and at the same time as would have been the
case had such contribution been made to the Savings Plan. Notwithstanding
anything contained herein to the contrary, if, upon a Participant's termination
of employment, the Participant has not or does not become 100% vested in his
Savings Plan Restoration Account, the unvested portion of his Savings Plan
Restoration Account shall be forfeited prior to the determination of the amount
of any benefits under Sections 5.1, 5.6 or 5.7.
4.7 Statement of Deferral Accounts. The Committee shall submit to each
Participant, within 120 days after the close of each Plan Year, a statement in
such form as the Committee deems desirable, setting forth the Participant's
Deferral Account(s).
ARTICLE V
BENEFITS
5.1 Termination of Employment for a Reason Other Than Death.
(a) Form and Time of Benefit. Except as otherwise provided in this
Section 5.1, upon a Participant's termination of employment for a reason other
than death (including Retirement and Disability), the Company shall pay to the
Participant in a single lump sum within the first 90 days of the calendar year
following the Participant's termination of employment an amount equal to the
value of the Participant's Deferral Accounts as of the end of
9
the month preceding payment (after reduction for any forfeitures as set forth in
Section 4.6). Any Retirement or Termination Benefits paid in annual installments
pursuant to Section 5.1(b) or 5.1(c) shall be paid within the first 90 days of
each calendar year, beginning with the year following the Participant's
Retirement or other termination of employment and shall be determined based on
the value of the Participant's Deferral Accounts as of the last day of the month
preceding payment.
(b) Retirement. A Participant may elect in his Distribution Election
Form to have the Retirement Benefit, which may consist solely of the
participant's Savings Plan Restoration Account, paid to him in a lump sum,
annual payments for any other number of years between two (2) and 20 years or,
if available as an option on the Distribution Election Form provided to the
Participant, in a combination of an initial lump sum payment followed by annual
installments over the next one (1) to 20 years. The amount of each annual
installment will be determined under either the Amortization Method or the
Fractional Method. Unless the Participant otherwise elects, the amount of any
such annual payments shall be calculated under the Amortization Method in the
case of a Participant retiring before 2004 and under the Fractional Method in
the case of a Participant retiring in 2004 and subsequent years. Any election of
an alternative form of distribution or the alternate method of calculating
installment amounts under this Section 5.1(b) must be made on a Distribution
Election Form and must be received by the Committee no later than the December
31 preceding the date of the Participant's Retirement and shall become effective
on the date that is 12 months after the Distribution Election Form is received
by the Committee..
A Participant may change his election as to the form of payment and/or
method of calculating annual installment amounts, provided that his change
election is made on a Distribution Election Form and such election is received
by the Committee no later than the December 31 preceding the date of the
Participant's Retirement, unless otherwise permitted by the Committee. Such
change in election shall become effective on the date that is 12 months after
the Distribution Election Form is received by the Committee. Subject to the
foregoing limitations, a Participant may make such election (or revoke a prior
election and make a new election) at any time. Any election (or modification or
revocation of a prior election) that is made later than the December 31
preceding the Participant's Retirement will be considered void and shall have no
force or effect, except as otherwise determined by the Committee.
(c) Termination Prior to Retirement. If a Participant's employment
with the Company terminates for any reason other than Retirement, Disability or
death, then Participant shall receive a Termination Benefit in a lump sum as
provided in Section 5.1(a); provided, however, at the sole discretion of the
Committee, no lump sum shall be payable and instead, the Company shall pay to
the Participant an annual amount for a period not to exceed three (3) years,
determined using the Fractional Method.
(d) Disability. If a Participant's employment with the Company
terminates prior to Retirement due to a Disability, then the Participant shall
receive a Disability Benefit in a lump sum within the first 90 days of the
calendar year following the calendar year in which the Participant attains age
55 in an amount equal to the value of the Participant's Deferral Accounts as of
the end of the month preceding payment.
10
(e) Effect of Pre-Retirement Termination of Employment on Spousal
Survivor Benefits. Spousal survivor benefits (if any) under Section 5.3 of the
Plan shall not be payable to the spouse of a Participant who terminates
employment prior to Retirement and receives a Termination Benefit or a
Disability Benefit under this Section 5.1.
5.2 Beneficiary Benefits.
(a) If a Participant dies while employed by the Company prior to
becoming eligible for Retirement, the Company shall pay to the Participant's
Beneficiary in a single lump sum an amount equal to the value of the
Participant's DCP Deferral Account and Savings Plan Restoration Account, if any.
If such Participant also has an SEDCP Deferral Account, the Company will also
pay to the Participant's Beneficiary annual payments over the greater of (i) 10
years or (ii) until the Participant would have attained age 65 equal to 25% of
the amount deferred under the SEDCP (excluding any interest on such deferrals),
which payments shall be in full satisfaction of the benefits payable with
respect to the Participant's SEDCP Deferral Account. Notwithstanding the
foregoing, the Participant's Beneficiary shall instead be paid the amount
credited to the Participant's SEDCP Deferral Account as of the end of the month
in which his death occurred plus interest at a rate of 8% per annum, compounded
annually, from the end of such month and credited annually on each anniversary
of the end of such month payable in equal installments (using the Amortization
method) over the period described in the succeeding sentence, if the Committee
determines that the present value of such benefit is greater than the present
value of the benefit described in the preceding sentence. In comparing the
present value of these two alternative benefits, the Committee shall use in each
case a discount factor of 8%.
(b) If a Participant dies while employed by the Company after
becoming eligible for Retirement, the Company will pay to the Participant's
Beneficiary in a single lump sum a Beneficiary Benefit that is an amount equal
to the value of the Participant's Deferral Accounts.
(c) If a Participant dies after the commencement of payment of his
Retirement Benefit, then the remaining installments of the Retirement Benefit
shall be payable to his Beneficiary in the same amounts and at the same times as
such installment would have been paid to the Participant if he were living.
(d) Notwithstanding the foregoing provisions of this Section 5.2, a
Participant may elect at any time that if he dies prior to the commencement of
his Retirement Benefits, then the payment to his Beneficiary shall be made in
any form and calculated in any other manner described in Section 5.1(b). Such an
election shall be on a Distribution Election Form.
(e) The payment or payments to a Beneficiary of a deceased
Participant under this Section 5.2 shall be made or commence during the first 90
days of the calendar year following the year in which the Participant's death
occurred, and the amount of such payment shall be equal to, or determined based
on, the value of the Participant's Deferral Accounts as of the end of the month
preceding payment.
11
(f) In the event that the Beneficiary of a deceased Participant dies
prior to the completion of payments under this Plan to that Beneficiary, all
remaining payments to that Beneficiary shall be paid in a lump sum to that
Beneficiary's estate.
5.3 Spousal Survivor Benefits with Respect to SEDCP Deferral Accounts. If
a Participant who has an SEDCP Deferral Account dies after becoming eligible for
Retirement or after commencement of payment of his Retirement Benefit and a
spouse to whom he had been married to for at least one (1) year prior to his
death survives beyond completion of payment of the Participant's SEDCP Deferral
Account balance, the Company shall pay such spouse a lump sum payment in an
amount equal to 10% of the Participant's SEDCP Deferral Account balance valued
as of the earlier of the date of the Participant's Retirement or death. Such
lump sum spousal survivor benefit shall be paid as soon as administratively
practicable following the later of the completion of payment of the
Participant's SEDCP Deferral Account balance or the Participant's death. No
benefit shall be payable under this Section 5.3 if the Participant's spouse does
not survive beyond completion of payment of the Participant's SEDCP Deferral
Account balance. Notwithstanding the foregoing, no spousal survivor benefit
shall be payable to the spouse of any Participant who received benefits pursuant
to Section 5.1(c) (Termination Benefit), Section 5.1(d) (Disability Benefit) or
Section 5.6 (Immediate Payment on Termination Event).
5.4 Early Payment. Payment of the amounts credited to any Early Payment
Date Subaccount of a Participant shall be paid or commence to be paid within the
first 90 days of the year elected as the Early Payment Date in accordance with
the Participant's election under Section 4.1(b), with any subsequent annual
payments paid in the first 90 days of each applicable year. The amount of each
annual installment will be determined under either the Amortization Method or
the Fractional Method. The amount of any such annual payments shall be
calculated under the Amortization Method for Early Payment Dates elected prior
to 2003 and unless the Participant otherwise irrevocably elects at the time of
making the Early Payment Benefit Election, under the Fractional Method for Early
Payment Dates elected in 2003 and later.
Notwithstanding the foregoing, if the Participant terminates
employment with the Company for any reason prior to commencement or completion
of all Early Payment Benefits, all such elections made by the Participant to
receive Early Payment Benefits shall terminate and any amounts remaining
credited to the Participant's Early Payment Date Subaccount(s) shall be paid,
together with the other amounts credited to the Participant's Deferral Account,
as set forth in Section 5.1 or 5.2, as the case may be.
5.5 Emergency Benefit. In the event that the Committee, upon written
petition of the Participant, determines in its sole discretion that the
Participant has suffered an unforeseeable financial emergency, the Company shall
pay to the Participant, as soon as practicable following such determination, an
amount up to the balance of the Participant's Deferral Accounts that is
necessary to meet the emergency ("Emergency Benefit"). Such payment shall come
first from the amounts not credited to any Early Payment Date Subaccount and, if
the Participant has elected two (2) Early Payment Dates, next from the Early
Payment Date Subaccount for the later Early Payment Date. No amount may be paid
to the Participant under this Section 5.5 from any unvested portion of the
Participant's Savings Plan Restoration Account. For purposes of this Plan, an
unforeseeable financial emergency is a severe financial hardship to the
Participant arising from a sudden and unexpected illness or accident of the
Participant or a dependent of the
12
Participant, loss of the Participant's property due to a casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. Cash needs arising from
foreseeable events such as the purchase of a home or education expenses for
children shall normally not be considered to be the result of an unforeseeable
financial emergency.
Whenever a Participant receives a distribution under this Section 5.5,
the Participant will be deemed to have revoked all current deferral elections
under the Plan effective as of the date of the distribution. The Participant
will not be permitted to participate in the next enrollment period under the
Plan and will be precluded from electing to make new deferrals under the Plan
for a minimum period of one (1) year (or such lesser period as the Committee may
permit) following receipt of the distribution.
5.6 Immediate Payment on Termination Event. Upon petition of a Participant
within 60 days after any Termination Event or such other period as the Committee
may permit, the Committee, in its sole discretion, may direct the Company to pay
the balance of the Participant's Deferral Accounts, reduced by any unvested
portion of the Participant's Savings Plan Restoration Account, to him
immediately in a lump sum as a Termination Benefit pursuant to Section 5.1,
irrespective of whether the Participant terminates or continues employment with
the Company. Spousal survivor benefits (if any) under Section 5.3 of the Plan
shall not be payable to the spouse of a Participant who receives benefits under
this Section 5.6.
5.7 Small Benefit. Notwithstanding anything contained herein to the
contrary, in the event that the value of a Participant's Deferral Accounts as of
the end of the Plan Year in which the Participant's Retirement or other
termination of employment occurs is less than $20,000 (after reduction for any
forfeiture pursuant to Section 4.6), such amount (with interest to the end of
the month preceding the payment date) shall be paid in a cash lump sum without
regard to any contrary elections, unless the Committee determines otherwise.
5.8 Lump Sum Payment With Penalty. Notwithstanding any other provisions of
the Plan, in lieu of payments in accordance with the form previously elected by
the Participant, a Participant (or his Beneficiary, in the event of the
Participant's death) may elect at any time to receive an immediate lump sum
payment of all or part of the vested balance of the Participant's Deferral
Accounts, reduced by a penalty, which shall be forfeited to the Company, equal
to 10% of the amount withdrawn from the Participant's Deferral Accounts. Such
payment shall come first from the amounts not credited to any Early Payment Date
Subaccount and, if the Participant has elected two (2) Early Payment Dates, next
from the Early Payment Date Subaccount for the later Early Payment Date. No
amount may be paid to a Participant under this Section 5.8 from any unvested
portion of the Participant's Savings Plan Restoration Account.
Whenever a Participant receives a lump sum payment under this Section
5.8, the Participant will be deemed to have revoked all current deferral
elections under the Plan effective as of the date of the lump sum payment. The
Participant will not be permitted to participate in the next enrollment period
under the Plan and will be precluded from electing to make new deferrals under
the Plan for a minimum period of one (1) year (or such lesser period as the
Committee may permit) following receipt of the lump sum payment.
13
5.9 Tax Withholding.
(a) To the extent required by the law in effect at the time payments
are made, the Company shall withhold from payments made hereunder the taxes
required to be withheld by Federal, state and local law.
(b) The Company shall have the right at its option to (i) require a
Participant to pay or provide for payment of the amount of any taxes that the
Company may be required to withhold with respect to interest or other amounts
that the Company credits to a Participant's Deferral Accounts or (ii) deduct
from any amount of salary, bonus or other payment otherwise payable in cash to
the Participant the amount of any taxes that the Company may be required to
withhold with respect to interest or other amounts that the Company credits to a
Participant's Deferral Accounts.
5.10 Termination of Employment. For the purpose of this Article V, a
Participant will be deemed to have terminated employment if the Participant
ceases to be an employee of any of the following:
(a) the Company;
(b) an Affiliate; or
(c) any other entity, whether or not incorporated, in which the
Company has an ownership interest, and the Committee has designated that
the Participant's commencement of employment with such entity upon
Participant's ceasing to be an employee of an entity described in (a) or
(b) above will not be deemed to be a termination of employment for purposes
of this Plan, provided that such designation shall be made in writing by
the Committee and shall be communicated to the Participant prior to his
commencement of employment with the entity so designated.
For the purposes of the preceding provisions, a Participant who ceases to be an
employee of an entity described in (a), (b) or (c) above shall not be deemed to
have terminated employment if such cessation of employment is followed
immediately by his commencement of employment with another entity described in
(a), (b) or (c) above.
5.11 Re-Employment. If a Participant's employment with the Company is
terminated and such Participant is re-employed by the Company prior to the
payment of his benefits in a cash lump sum payment or while he is receiving
benefits in the form of annual installment payments, the payment of the lump sum
amount or the future installments, as the case may be, shall be suspended until
he again terminates employment with the Company. Such Participant may elect to
again participate in this Plan and to defer additional Base Salary and/or Bonus
as provided in Section 4.1. Such rehired Participant may file a Distribution
Election Form as provided in Section 5.1(b) and/or Section 5.2(d) to be
applicable to all amounts deferred under this Plan (both before and after his
original termination of employment); provided, however, that such Distribution
Election Form shall not be effective as to the form of payment of Retirement
Benefits until 12 months after it is received by the Committee. Upon the
Participant's subsequent termination of employment with the Company, the total
amounts then credited to his Deferral Accounts shall be distributed in
accordance with Article V of this Plan and the most
14
recently filed Distribution Election Form (if any) that has become effective. If
the Participant's original termination of employment was on account of
Retirement and he had elected a form of installment payout, then the amounts
credited to his Deferral Accounts at the time of his subsequent Retirement shall
be distributed over the number of years that were remaining in the payout period
at the time of his re-employment unless he filed a new Distribution Election
Form at least 12 months prior to his subsequent Retirement.
ARTICLE VI
BENEFICIARY DESIGNATION
Each Participant shall have the right, at any time, to designate any
person or persons as the Beneficiary to whom payments under this Plan shall be
made in the event of the Participant's death prior to complete distribution to
the Participant of the benefits due under the Plan. Each Beneficiary designation
shall become effective only when filed in writing with the Committee during the
Participant's lifetime on a paper form prescribed by the Committee. The filing
of a new Beneficiary designation form will cancel any inconsistent Beneficiary
designation previously filed.
If a Participant fails to designate a Beneficiary as provided above,
or if all designated Beneficiaries predecease the Participant, any benefits
remaining unpaid shall be paid in accordance with the Participant's Beneficiary
designation under the Company's Retirement Plan, and if there is no such valid
Beneficiary designation, to the Participant's then surviving spouse, or if none,
to the Participant's estate, unless directed otherwise by the court that has
jurisdiction over the assets belonging to the Participant's probate estate.
ARTICLE VII
CLAIMS PROCEDURE
All applications for benefits under the Plan shall be submitted to:
Occidental Petroleum Corporation, Attention: Deferred Compensation Plan
Committee, 10889 Wilshire Blvd., Los Angeles, CA 90024. Applications for
benefits must be in writing on the forms prescribed by the Committee and must be
signed by the Participant, or in the case of a Beneficiary Benefit, by the
Beneficiary or legal representative of the deceased Participant. Each
application shall be acted upon and approved or disapproved within 60 days
following its receipt by the Committee. If any application for a benefit is
denied, in whole or in part, the Committee shall notify the applicant in writing
of such denial and of his right to a review by the Committee and shall set forth
in a manner calculated to be understood by the applicant, specified reasons for
such denial, specific references to pertinent Plan provisions on which the
denial is based, a description of any additional material or information
necessary for the applicant to perfect his application, an explanation of why
such material or information is necessary, and an explanation of the Plan's
review procedure.
Any person, or his duly authorized representative, whose application
for benefits is denied in whole or in part, may appeal such denial to the
Committee for a review of the decision by submitting to the Committee within 60
days after receiving notice of the denial, a written statement:
15
(a) requesting a review of his application for benefits by the
Committee;
(b) setting forth all of the grounds upon which his request for
review is based and any facts in support thereof; and
(c) setting forth any issues or comments which the applicant deems
relevant to his application.
The Committee shall act upon each such application within 60 days
after the later of receipt of the applicant's request for review by the
Committee or receipt of any additional materials reasonably requested by the
Committee from such applicant.
The Committee shall make a full and fair review of each such
application and any written materials submitted by the applicant or the Company
in connection therewith, and may require the Company or the applicant to submit
within 30 days of written notice by the Committee, such additional facts,
documents, or other evidence as the Committee, in its sole discretion, deems
necessary or advisable in making such a review. On the basis of its review, the
Committee shall make an independent determination of the applicant's eligibility
for benefits under the Plan. The decision of the Committee on any application
for benefits shall be final and conclusive upon all persons.
If the Committee denies an application in whole or in part, the
Committee shall give written notice of its decision to the applicant setting
forth in a manner calculated to be understood by the applicant, the specific
reasons for such denial and specific references to the pertinent Plan provisions
on which the Committee's decision was based.
No legal action may be commenced prior to the completion of the
benefit claims procedure described herein. In addition, no legal action may be
commenced after the later of (a) 180 days after receiving the written response
of the Committee to an appeal, or (b) 365 days after an applicant's original
application for benefits.
ARTICLE VIII
AMENDMENT AND TERMINATION OF PLAN
8.1 Amendment. The Board may amend the Plan in whole or in part at any
time for any reason, including but not limited to, tax, accounting or other
changes, which may result in termination of the Plan for future deferrals. The
Committee, in its discretion, may amend the Plan if the Committee determines
that such amendment does not significantly increase or decrease Plan benefits or
costs. Notwithstanding the foregoing, no amendment shall: (a) reduce the amounts
that have been credited to the Deferral Account(s) of any Participant prior to
the date such amendment is adopted, (b) eliminate the spousal survivor benefit
under Section 5.3, or (c) change the definition of the Declared Rate set forth
in Article II to a rate or to a formula that, as of the last day of the month
preceding the date such amendment is adopted, produces a rate that is less than
the lesser of: (i) Moodys Plus Three (as defined in Article II and calculated as
of the last day of the month preceding the date such amendment is adopted), or
(ii) the highest yield on any unsecured debt or preferred stock of the Company
that was outstanding on the last day of the month immediately preceding the date
such amendment is adopted. Any amendment that would either (i) reduce the
Declared Rate to a rate or to a formula that, as of the last day of the
16
month preceding the date such amendment is adopted, produces a rate that is less
than Moodys Plus Three (as defined in Article II and calculated as of the last
day of the month preceding the date such amendment is adopted), or (ii) change
the terms of the amendment provisions of this Section 8.1 or the terms of the
termination provisions of Section 8.2, shall not be effective prior to the date
that is two years after the date such amendment is adopted, unless the amendment
is required by a change in the tax or other applicable laws or accounting rules.
Notwithstanding the foregoing, following a Termination Event, no amendment
shall: (a) reduce the amounts that have been credited to the Deferral Account(s)
of any Participant prior to the date such amendment is adopted, (b) eliminate
the spousal survivor benefit under Section 5.3, (c) change the definition of the
Declared Rate set forth in Article II to a rate or to a formula that, as of the
last day of the month preceding the date of the Termination Event, produces a
rate that is less than Moodys Plus Three (as defined in Article II and
calculated as of the last day of the month preceding the date of the Termination
Event), or (d) change the terms of the amendment provisions of this Section 8.1
or the terms of the termination provisions of Section 8.2.
8.2 Termination.
(a) Company's Right to Terminate. The Board may terminate the Plan at
any time, if in the Board's judgment, the continuance of the Plan would not be
in the Company's best interest due to tax, accounting or other effects thereof,
or potential payouts thereunder, provided that any termination of the Plan shall
not be effective prior to the date that is two years after the date the Board
adopts a resolution to terminate the Plan, unless the termination of the Plan is
required by a change in the tax or other applicable laws or accounting rules.
Notwithstanding the foregoing, following a Termination Event, the Plan may not
be terminated prior to the date that is three years after the date the
Termination Event occurs. In the event the Board adopts a resolution terminating
the Plan, the Board or the Committee shall determine the date as of which all
deferral elections shall cease to apply so that no further Base Salary or Bonus
shall be deferred under the Plan.
(b) Payments Upon Termination. Upon any termination of the Plan under
this Section 8.2, the Board or Committee shall determine the date or dates of
Plan distributions to the Participants, which date or dates shall not be later
than the date or dates on which the Participants or their Beneficiaries would
otherwise receive benefits hereunder.
ARTICLE IX
MISCELLANEOUS
9.1 Unsecured General Creditor. The rights of a Participant, Beneficiary,
or their heirs, successors, and assigns, as relates to any Company promises
hereunder, shall not be secured by any specific assets of the Company, nor shall
any assets of the Company be designated as attributable or allocated to the
satisfaction of such promises.
9.2 Trust Fund. The Company shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, the Company may establish
one or more trusts, with such trustees as the Board or Committee may approve,
for the purpose of providing for the payment of such benefits. Such trust or
trusts may be irrevocable, but the assets thereof shall be subject to the claims
of the Company's creditors. To the extent any benefits provided under the
17
Plan are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.
9.3 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, or interest therein
which are, and all rights to which are, expressly declared to be unassignable
and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.
9.4 Employment Not Guaranteed. Nothing contained in this Plan nor any
action taken hereunder shall be construed as a contract of employment or as
giving any Participant any right to be retained in employment with the Company.
Accordingly, subject to the terms of any written employment agreement to the
contrary, the Company shall have the right to terminate or change the terms of
employment of a Participant at any time and for any reason whatsoever, with or
without cause.
9.5 Gender, Singular & Plural. All pronouns and any variations thereof
shall be deemed to refer to the masculine or feminine as the identity of the
person or persons may require. As the context may require, the singular may be
read as the plural and the plural as the singular.
9.6 Captions. The captions of the articles, sections, and paragraphs of
the Plan are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
9.7 Validity. In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect whatsoever,
the validity of any other provision of this Plan.
9.8 Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the principal office of the Company.
Such notice shall be deemed given as to the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
9.9 Applicable Law. The Plan shall be governed by and construed in
accordance with the laws of the State of California to the extent such laws are
not preempted by the Employee Retirement Income Security Act of 1974, as
amended.
18
IN WITNESS WHEREOF, the Company has executed this document this 19th
day of December, 2002.
OCCIDENTAL PETROLEUM CORPORATION
By /s/ RICHARD W. HALLOCK
------------------------------------
Richard W. Hallock
Executive Vice-President,
Human Resources
19
EXHIBIT 10.47
OCCIDENTAL PETROLEUM CORPORATION
2001 INCENTIVE COMPENSATION PLAN
RESTRICTED SHARE UNIT AGREEMENT
(MANDATORY DEFERRED ISSUANCE OF SHARES)
NAME OF GRANTEE:
------------------------------------------------------------
DATE OF GRANT:
------------------------------------------------------------
RESTRICTED SHARE UNITS:
--------------------------------------------------
VESTING SCHEDULE: 1ST ANNIVERSARY RESTRICTED SHARE UNITS
------------------------------------------------------------
2ND ANNIVERSARY RESTRICTED SHARE UNITS
------------------------------------------------------------
3RD ANNIVERSARY RESTRICTED SHARE UNITS
------------------------------------------------------------
4TH ANNIVERSARY RESTRICTED SHARE UNITS
------------------------------------------------------------
5TH ANNIVERSARY RESTRICTED SHARE UNITS
------------------------------------------------------------
AGREEMENT (this "Agreement") made as of the Date of Grant between OCCIDENTAL
PETROLEUM CORPORATION, a Delaware corporation ("Occidental") and, with its
subsidiaries, (the "Company"), and Grantee.
1. GRANT OF RESTRICTED SHARE UNITS. In accordance with this Agreement and the
Occidental Petroleum Corporation 2001 Incentive Compensation Plan, as amended
from time to time (the "Plan"), Occidental grants to the Grantee as of the Date
of Grant, the right to receive, at the end of the Deferral Period in accordance
with Grantee's distribution election, Common Shares equal to the number of
Restricted Share Units that vest according to the schedule set forth above. For
the purposes of this Agreement, (a) Deferral Period means the period commencing
on the date the Restricted Share Units vest and ending on the earlier of the
date the Grantee retires under a Company-sponsored retirement plan or the date
the Grantee's employment with the Company terminates for any other reason, and
(b) Restricted Share Unit means a bookkeeping entry equivalent to a whole or
fractional Common Share. Restricted Share Units are not shares and have no
voting rights or, except as stated in Section 5, dividend rights.
2. RESTRICTIONS ON TRANSFER. Neither this Agreement, the Restricted Share
Units nor the right to receive Common Shares may be transferred or assigned by
the Grantee other than (i) to a beneficiary designated on a form approved by the
Company, by will or, if the Grantee dies without designating a beneficiary or a
valid will, by the laws of descent and distribution, or (ii) pursuant to a
domestic relations order (if approved or ratified by the Administrator).
3. VESTING AND FORFEITURE OF RESTRICTED SHARE UNITS. (a) Subject to Sections
3(b) and (c), on each anniversary of the Date of Grant the number of Restricted
Share Units indicated above in the Vesting Schedule for such anniversary will
vest and become non-forfeitable if the Grantee remains in the continuous employ
of the Company through such Date. The continuous employment of the Grantee will
not be deemed to have been interrupted by reason of the transfer of the
Grantee's employment among the Company and its affiliates or an approved leave
of absence.
(b) Notwithstanding Section 3(a), if the Grantee dies or becomes
permanently disabled while in the employ of the Company, retires under a
Company-sponsored retirement plan or with the consent of the Company, or
terminates employment for the convenience of the Company (each of the foregoing,
a
"Vesting Event"), then Restricted Share Units that have not vested prior to the
date of the Vesting Event will become fully vested and nonforfeitable as of such
date.
(c) Notwithstanding Section 3(a), if a Change in Control Event occurs
prior to the end of the Vesting Schedule, all of the Restricted Share Units that
have not yet vested shall immediately become fully vested and nonforfeitable.
4. DEFERRAL OF COMMON SHARE PAYOUT. By accepting this Restricted Share Unit
Agreement, the Grantee has agreed that the receipt of the Common Shares will be
deferred in accordance with the terms and conditions of the Occidental Petroleum
Corporation Deferred Stock Program as such Program may be amended from time to
time. The administration of the Deferred Stock Program is governed by the
Executive Compensation and Human Resources Committee, whose decision on all
matters shall be final. The deferral of receipt of any Common Shares upon the
vesting of the Restricted Share Units is irrevocable and cannot be changed or
canceled. As a result of the deferral, no Common Shares will be issued pursuant
to this Agreement upon the vesting of the Restricted Share Units, and the
Restricted Share Units will continue to be recorded as a bookkeeping entry.
5. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number
of Restricted Share Units listed above, the Grantee will be credited on the
books and records of Occidental with an amount (the "Dividend Equivalent") equal
to the amount per share of any cash dividends declared by the Board on the
outstanding Common Shares until the shares vest, or, if earlier, up to the date
on which the Grantee forfeits all or any portion of the Restricted Share Units.
Until the Restricted Share Units have vested, Occidental will pay in cash to the
Grantee an amount equal to the Dividend Equivalents credited to such Grantee as
promptly as may be practicable after the Grantee has been credited with a
Dividend Equivalent.
6. NO EMPLOYMENT CONTRACT. Nothing in this Agreement confers upon the Grantee
any right with respect to continued employment by the Company, nor limits in any
manner the right of the Company to terminate the employment or adjust the
compensation of the Grantee.
7. TAXES AND WITHHOLDING. If the Company must withhold any federal, state,
local or foreign tax in connection with the issuance or vesting of the
Restricted Share Units or other securities or the payment of Dividend
Equivalents pursuant to this Agreement, the Grantee by executing the Agreements
agrees that, so long as the Grantee is an employee of the Company for tax
purposes, all or any part of any such withholding obligation shall be deducted
from the Grantee's regular pay.
8. COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply
with all applicable federal and state securities laws; however, the Company will
not issue any Common Shares or other securities pursuant to this Agreement if
their issuance would result in a violation of any such law.
9. RELATION TO OTHER BENEFITS. The benefits received by the Grantee under this
Agreement will not be taken into account in determining any benefits to which
the Grantee may be entitled under any profit sharing, retirement or other
benefit or compensation plan maintained by the Company, including the amount of
any life insurance coverage available to any beneficiary of the Grantee under
any life insurance plan covering employees of the Company. This grant of
Restricted Share Units does not create any contractual or other right to receive
future grants of Restricted Share Units, or benefits in lieu of Restricted Share
Units, even if Grantee has a history of receiving Restricted Share Units or
other stock awards.
10. AMENDMENTS. Any amendment to the Plan or the Deferred Stock Program will be
deemed to be an amendment to this Agreement to the extent it is applicable to
this Agreement or the deferrals made pursuant to this Agreement; however, no
amendment will adversely affect the rights of the Grantee under this Agreement
without the Grantee's consent.
11. SEVERABILITY. If one or more of the provisions of this Agreement is
invalidated for any reason by a court of competent jurisdiction, the invalidated
provisions shall be deemed to be separable from the
other provisions of this Agreement, and the remaining provisions of this
Agreement will continue to be valid and fully enforceable.
12. RELATION TO PLAN; INTERPRETATION. This Agreement is subject to the terms
and conditions of the Plan. In the event of any inconsistent provisions between
this Agreement and the Plan, the provisions of the Plan control. Capitalized
terms used in this Agreement without definition have the meanings assigned to
them in the Plan. References to Sections are to Sections of this Agreement
unless otherwise noted.
13. SUCCESSORS AND ASSIGNS. Subject to Sections 2 and 3, the provisions of this
Agreement shall be for the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of the Grantee, and the
successors and assigns of the Company.
14. GOVERNING LAW. The laws of the State of Delaware govern the interpretation,
performance, and enforcement of this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer and Grantee has also executed this
Agreement in duplicate, effective as of the Date of Grant.
OCCIDENTAL PETROLEUM CORPORATION
By:
----------------------------------------
---------------------------------------------
Grantee
EXHIBIT 12
OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
COMPUTATION OF TOTAL ENTERPRISE RATIOS OF EARNINGS TO FIXED CHARGES
FOR THE FIVE YEARS ENDED DECEMBER 31, 2002
(Amounts in millions, except ratios)
2002 2001 2000 1999 1998
============================================================ ========== ========== ========== ========== ==========
Income from continuing operations (a) $ 1,548 $ 1,418 $ 1,785 $ 699 $ 400
---------- ---------- ---------- ---------- ----------
Add:
Provision for taxes on income (other than
foreign oil and gas taxes) 428 172 871 306 204
Interest and debt expense (b) 309 411 540 515 576
Portion of lease rentals representative of the interest
Factor 6 7 6 31 36
---------- ---------- ---------- ---------- ----------
743 590 1,417 852 816
---------- ---------- ---------- ---------- ----------
Earnings before fixed charges $ 2,291 $ 2,008 $ 3,202 $ 1,551 $ 1,216
========== ========== ========== ========== ==========
Fixed charges
Interest and debt expense including capitalized
Interest (b) $ 321 $ 417 $ 543 $ 522 $ 594
Portion of lease rentals representative of the interest
factor 6 7 6 31 36
---------- ---------- ---------- ---------- ----------
Total fixed charges $ 327 $ 424 $ 549 $ 553 $ 630
========== ========== ========== ========== ==========
Ratio of earnings to fixed charges 7.00 4.74 5.83 2.80 1.93
============================================================ ========== ========== ========== ========== ==========
(a) Includes: 1) minority interest in net income of majority-owned subsidiaries
and partnerships having fixed charges, and 2) income from
less-than-50-percent-owned equity investments adjusted to reflect only
dividends received.
(b) Includes proportionate share of interest and debt expense of
50-percent-owned equity investments.
EXHIBIT 21
LIST OF SUBSIDIARIES
The following is a list of the Registrant's subsidiaries at December 31, 2002,
other than certain subsidiaries that did not in the aggregate constitute a
significant subsidiary.
Name Jurisdiction of Formation
- ------------------------------------------------------------ -------------------------
INDSPEC Holding Corporation Delaware
La Porte Chemicals Corp. Delaware
Laurel Industries, Inc. Ohio
Natural Gas Odorizing, Inc. Oklahoma
Occidental Andina, LLC Delaware
Occidental C.O.B. Partners Delaware
Occidental Chemical Chile S.A.I. Chile
Occidental Chemical Corporation New York
Occidental Chemical Holding Corporation California
Occidental Crude Sales, Inc. (International) Delaware
Occidental de Colombia, Inc. Delaware
Occidental Energy Marketing, Inc. Delaware
Occidental Exploration and Production Company California
Occidental Gas de Mexico, LLC Delaware
Occidental International Exploration and Production Company California
Occidental International Holdings Ltd. Bermuda
Occidental International Oil and Gas Ltd. Bermuda
Occidental Mexico Holdings, Inc. Nevis
Occidental of Elk Hills, Inc. Delaware
Occidental of Oman, Inc. Nevis
Occidental of Russia (Cyprus) Limited Cyprus
Occidental of Russia Ltd. Bermuda
Occidental Oil and Gas Holding Corporation California
Occidental Oil and Gas Pakistan LLC Nevis
Occidental OOOI Holder, Inc. Delaware
Occidental Overseas Operations, Inc. Delaware
Occidental Peninsula, Inc. Delaware
Occidental Peninsula II, Inc. Nevis
Occidental Permian Ltd. Texas
Occidental Petroleum (Pakistan), Inc. Delaware
Occidental Petroleum Investment Co. California
Occidental Petroleum of Qatar Ltd. Bermuda
Occidental PVC LP, Inc. Delaware
Occidental Quimica do Brasil Ltda. Brazil
Occidental Yemen Ltd. Bermuda
OOG Partner Inc. Delaware
OOOI Chemical International, LLC Delaware
OOOI Chemical Management, Inc. Delaware
OOOI Oil and Gas Management, Inc. Delaware
OOOI Oil and Gas Sub, LLC Delaware
Oxy CH Corporation California
Oxy Chemical Corporation California
OXY Dolphin E&P, LLC Nevis
OXY Dolphin Pipeline, LLC Nevis
Oxy Energy Services, Inc. Delaware
OXY Long Beach, Inc. Delaware
OXY Oil Partners, Inc. Delaware
OXY Receivables Corporation Delaware
OXY USA Inc. Delaware
OXY USA WTP LP Delaware
Oxy Vinyls Canada Inc. Canada
Oxy Vinyls, LP Delaware
Oxy Westwood Corporation California
Repsol Occidental Corporation Delaware
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors, Occidental Petroleum Corporation
We consent to the incorporation by reference in the registration statements
(Nos. 33-14662, 33-47636, 33-59395, 33-64719, 333-49207, 333-72719, 333-78031,
333-37970, 333-55404, 333-63444, 333-82246, 333-83124 and 333-96951) on Forms
S-3 and S-8 of Occidental Petroleum Corporation of our report dated February 7,
2003, with respect to the consolidated balance sheets of Occidental Petroleum
Corporation as of December 31, 2002 and 2001, and the related consolidated
statements of operations, stockholders' equity, comprehensive income, and cash
flows for each of the years in the three-year period ended December 31, 2002 and
the related financial statement schedule, which report appears in the Form 10-K
dated March 4, 2003 of Occidental Petroleum Corporation. Our report refers to
(i) a change in the method of accounting for the impairment of goodwill and
other intangibles, and (ii) a change in the method of accounting for derivative
instruments and hedging activities.
/s/ KPMG LLP
Los Angeles, California
March 4, 2003
