View:
As filed with the Securities and Exchange Commission on April 29, 1996
Registration No. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
OCCIDENTAL PETROLEUM CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4035997
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
OCCIDENTAL PETROLEUM CORPORATION
1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(FULL TITLE OF THE PLAN)
DONALD P. DE BRIER, ESQ., GENERAL COUNSEL
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA
(310) 208-8800
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
=======================================================================
Proposed
Maximum Proposed
Title of Offering Maximum
Securities Amount Price Aggregate
to be to be Per Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
- -----------------------------------------------------------------------
Common
Stock, $.20
par value 50,000(2) $27.00 $1,350,000.00 $466.00
(including
Preferred
Stock
Purchase
Rights)
=======================================================================
(1) Estimated pursuant to Rule 457 solely for the purpose of
calculating the amount of the registration fee based on
the average of the high and low price for the Common
Stock on April 23, 1996.
(2) Includes an indeterminate number of additional shares
which may be necessary to adjust the number of shares
reserved for issuance pursuant to the plan as the
results of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of
the Registrant.
PART II
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by
reference in this Registration Statement:
(a) The Annual Report on Form 10-K of Occidental
Petroleum Corporation ("Occidental" or the "Registrant") for
the year ended December 31, 1995;
(b) Current Reports on Form 8-K, dated January 24,
1996, April 19, 1996 and April 22, 1996; and
(c) The descriptions of the Common Stock and the
Preferred Stock Purchase Rights contained in the Registration
Statement on Form 8-B, dated June 26, 1986 (as amended by Form
8, dated December 22, 1986, Form 8, dated February 3, 1988,
Form 8-B/A, dated July 12, 1993, Form 8-B/A, dated March 18,
1994, and Form 8-B/A, dated November 1, 1995 and including any
amendment or report filed for the purpose of updating such
descriptions subsequent to the date of this Registration
Statement).
All documents filed by the Registrant or the Occidental
Petroleum Corporation 1996 Restricted Stock Plan for Non-
Employee Directors (the "Plan") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date hereof prior to the filing of a
post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the
securities covered hereby then remaining unsold, shall also be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of delivery of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document
that also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock registered pursuant
hereto has been passed upon by Linda S. Peterson, a Senior
Counsel of the Registrant. Ms. Peterson beneficially owns,
and has rights to acquire under employee stock options, an
aggregate of less than 1% of the outstanding shares of Common
Stock of Occidental.
2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
authorizes a court to award, or a corporation's board of
directors to grant, indemnity to directors and officers under
certain circumstances for liabilities incurred in connection
with their activities in such capacities (including
reimbursement for expenses incurred). Occidental's Restated
Certificate of Incorporation, as amended, provides for the
elimination of personal liability of its directors to the full
extent permitted by the Delaware General Corporation Law and
Occidental has entered into indemnification agreements with
each director and certain officers providing for additional
indemnification. Article VIII of Occidental's By-laws
provides that Occidental shall indemnify directors and
officers under certain circumstances for liabilities and
expenses incurred by reason of their activities in such
capacities. In addition, Occidental has insurance policies
that provide liability coverage to directors and officers
while acting in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of Occidental,
together with all certificates amendatory thereof filed
with the Secretary of State of Delaware through December
23, 1994 (incorporated by reference to Exhibit 3.(i) to
Occidental's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
4.2 By-laws of Occidental, as amended through December 15,
1994 (incorporated by reference to Exhibit 3.(ii) to
Occidental's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
4.4 Rights Agreement, dated as of October 17, 1986,
between Occidental and The Chase Manhattan Bank (National
Association), as the initial Rights Agent thereunder
(subsequently replaced by Chemical Bank, as successor
Rights Agent), together with the form of Rights
certificate (incorporated by reference to Exhibit 4.1 to
Occidental's Current Report on Form 8-K, dated October 17,
1987).
5.1 Opinion of Linda S. Peterson, Esq.
23.1 Consent of Linda S. Peterson, Esq. (Included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (Reference is hereby made to page 5).
99.1 Occidental Petroleum Corporation 1996 Restricted
Stock Plan for Non-Employee Directors, effective April 26,
1996.
99.2 Form of Restricted Stock Agreement under Occidental
Petroleum Corporation 1996 Restricted Stock Plan for Non-
Employee Directors.
3
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(a) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents
fundamental change in the information set forth in the
registration statement;
(c) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs 1(a) and 1(b) do not
apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13 or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
4
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Donald P. de Brier, Robert E. Sawyer and Linda S.
Peterson his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution
and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all
Amendments (including Post-Effective Amendments) to this
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she
might or could do in person, here ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California,
on April 26, 1996.
OCCIDENTAL PETROLEUM CORPORATION
(REGISTRANT)
By: R. R. IRANI
------------------------------------
Ray R. Irani
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the
R. R. IRANI Board of Directors,
- ----------------------- President and Chief April 26 , 1996
Ray R. Irani Executive Officer
A. R. LEACH
- ----------------------- Executive Vice April 26 , 1996
Anthony R. Leach President and Chief
Financial Officer
S. P. DOMINICK
- ----------------------- Vice President and April 26 , 1996
Samuel P. Dominick, Jr. Controller (Chief
Accounting Officer)
5
EDWARD P. DJEREJIAN
- ----------------------- Director April 26, 1996
Edward P. Djerejian
ALBERT GORE
- ----------------------- Director April 26, 1996
Albert Gore
ARTHUR GROMAN
- ----------------------- Director April 26, 1996
Arthur Groman
J. ROGER HIRL
- ---------------------- Director April 26, 1996
J. Roger Hirl
JOHN W. KLUGE
- ---------------------- Director April 26, 1996
John W. Kluge
DALE R. LAURANCE
- ---------------------- Director April 26, 1996
Dale R. Laurance
I. W. MALONEY
- ---------------------- Director April 26, 1996
Irvin W. Maloney
DAVID R. MARTIN
- ---------------------- Director April 26, 1996
David R. Martin
GEORGE O. NOLLEY
- ---------------------- Director April 26, 1996
George O. Nolley
JOHN F. RIORDAN
- ---------------------- Director April 26, 1996
John F. Riordan
R. SEGOVIA
- ---------------------- Director April 26, 1996
Rodolfo Segovia
A. SYRIANI
- ---------------------- Director April 26, 1996
Aziz D. Syriani
ROSEMARY TOMICH
- ---------------------- Director April 26, 1996
Rosemary Tomich
6
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Restated Certificate of Incorporation of
Occidental, together with all certificates
amendatory thereof filed with the Secretary of State
of Delaware through December 23, 1994 (incorporated
by reference to Exhibit 3.(i) to Occidental's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994).
4.2 By-laws of Occidental, as amended through
December 15, 1994 (incorporated by reference to
Exhibit 3.(ii) to Occidental's Annual Report on Form
10-K for the fiscal year ended December 31, 1994).
4.4 Rights Agreement, dated as of October 17, 1986,
between Occidental and The Chase Manhattan Bank
(National Association), as the initial Rights Agent
thereunder (subsequently replaced by Chemical Bank,
as successor Rights Agent), together with the form
of Rights certificate (incorporated by reference to
Exhibit 4.1 to Occidental's Current Report on Form 8-
K, dated October 17, 1987).
5.1 Opinion of Linda S. Peterson, Esq.
23.1 Consent of Linda S. Peterson, Esq. (Included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (Reference is hereby made to
page 5).
99.1 Occidental Petroleum Corporation 1996 Restricted
Stock Plan for Non-Employee Directors, effective
April 26, 1996.
99.2 Form of Restricted Stock Option Agreement under
Occidental Petroleum Corporation 1996 Restricted
Stock Plan for Non-Employee Directors.
EXHIBIT 5.1 10889 WILSHIRE BOULEVARD (LOGO) OCCIDENTAL PETROLEUM CORPORATION LOS ANGELES, CALIFORNIA 90024 TELEPHONE (213) 879-1700 (310) 208-8800 FACSIMILE (310) 443-6690 LINDA S. PETERSON SENIOR COUNSEL Direct Telephone (310) 443-6189 Direct Fax (310) 443-6737 April 26, 1996 Occidental Petroleum Corporation 10889 Wilshire Boulevard Los Angeles, CA 90024 Re: Occidental Petroleum Corporation Registration Statement on Form S-8 Occidental Petroleum Corporation 1996 Restricted Stock Plan for Non-Employee Directors ----------------------------------------------------- Ladies and Gentlemen: I am a Senior Counsel of Occidental Petroleum Corporation, a Delaware corporation ("Occidental"), and have acted as counsel to Occidental in connection with the preparation of the above-referenced Registration Statement on Form S-8, submitted by Occidental to the Securities and Exchange Commission ("Commission") on April 26, 1996 (the "Registration Statement"). The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "1933 Act"), of 50,000 shares (the "Shares") of Common Stock, par value $.20 per share, of Occidental. The Registration Statement also covers the rights (the "Rights") initially to purchase units (the "Units"), each Unit consisting of one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share, of Occidental, which Rights will be issued with, and initially attached to and traded with, the Shares. The Rights will be issued pursuant to the Rights Agreement, dated as of October 17, 1986, between Occidental and Chemical Bank as successor Rights Agent (the "Rights Agreement"). The Shares and Rights attached thereto are to be issued in accordance with the Occidental Petroleum Corporation 1996 Restricted Stock Plan for Non-Employee Directors (the "Plan") with respect to awards of restricted stock under the Plan. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the 1933 Act. In connection with this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of such records of Occidental and all such agreements, certificates of public officials, certificates of officers or other representatives of Occidental and others and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation, (i) the Registration Statement (together with the form of prospectus forming a part thereof), (ii) the Occidental Petroleum Corporation April 26, 1996 Page 2 Restated Certificate of Incorporation and By-laws of Occidental, as amended to date, (iii) copies of certain resolutions adopted by the Board of Directors of Occidental, relating to the adoption of the Plan, the filing of the Registration Statement and any amendments or supplements thereto, and the issuance of the Shares and the Rights attached thereto and related matters, (iv) copies of the action adopted at the Annual Meeting of Stockholders approving the Plan, (v) the Rights Agreement, and (vi) the Plan. At a meeting of the Board of Directors of Occidental relating to the adoption of the Rights Agreement, the Board of Directors was advised on a number of questions of Delaware law, including that there is no direct judicial precedent in Delaware regarding an identical form of rights agreement. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of Occidental and others. I am a member of the California and New York Bars and for purposes of this opinion do not hold myself out as an expert on, nor do I express any opinion as to, the laws of any jurisdiction other than the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, I am of the opinion that: 1. The Shares (for purposes of this paragraph 1, excluding the Rights) have been duly authorized and, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and nonassessable. 2. The Rights have been duly authorized and, when (i) such Rights are issued in accordance with the Rights Agreement, and (ii) the Shares are issued and paid for in accordance with the terms of the Plan, such Rights will be validly issued. This opinion is furnished to you solely for your benefit in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without my prior written consent. I hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Linda S. Peterson Linda S. Peterson lsp/benefits/96dir-rs/exh5-1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated February 22, 1996 included and
incorporated by reference in Occidental Petroleum
Corporation's Form 10-K for the year ended December 31, 1995
and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
April 26, 1996
EXHIBIT 99.1 OCCIDENTAL PETROLEUM CORPORATION 1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 1. Purpose. The purpose of the Occidental Petroleum Corporation 1996 Restricted Stock Plan for Non-Employee Directors (the "Plan") is to provide ownership of Occidental Petroleum Corporation's ("Occidental") Common Stock to non-employee directors in order to more closely align director and stockholder interests, to provide a competitive compensation program for directors and to enhance Occidental's ability to attract and retain top-quality directors. 2. Administration of the Plan. --------------------------- (a) Members of the Committee. The Plan shall be administered by the Compensation Committee of the Board (the "Committee"). Members of the Committee shall be appointed from time to time by the Board and shall serve at the pleasure of the Board. Any Committee member may resign at any time upon written notice to the Board. (b) Authority of the Committee. The Committee shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration, and application of the Plan shall be determined by a majority of the members of the Committee then in office, except that the Committee may authorize any one or more of its members, or any officer of Occidental, to execute and deliver documents on behalf of the Committee. The determination of such majority shall be final and binding in all matters relating to the Plan. Determinations made with respect to any individual Non-Employee Director shall be made without participation by such Non-Employee Director in such determination. No member of the Committee shall be liable for any act done or omitted to be done by such member or by any other member of the Committee in connection with the Plan, except for such member's own willful misconduct or as expressly provided by statute. 3. Stock Reserved for the Plan. The number of shares of Common Stock authorized for issuance under the Plan is 50,000, subject to adjustment pursuant to Section 8 hereof. Shares of Common Stock delivered hereunder may be Common Stock of original issuance or Common Stock held in treasury, or a combination thereof. 4. Awards of Restricted Stock. --------------------------- (a) Initial Awards. Subject to Section 4(d) hereof, on the first business day following the 1996 annual meeting of stockholders of Occidental (the "1996 Meeting"), each Non-Employee Director who is then a member of the Board shall be awarded two hundred and fifty (250) whole shares of Restricted Stock. (b) Annual Awards. On the first business day following each annual meeting subsequent to the 1996 Meeting, each Non-Employee Director who is then a member of the Board shall be awarded two hundred and fifty (250) whole shares of Restricted Stock. (c) Special Awards. On the first business day following each annual meeting subsequent to the 1996 Meeting, each Non-Employee Director who is then serving as a Chairman of one or more committees of the Board shall be awarded two hundred (200) whole shares of Restricted Stock with respect to each such Chairmanship, in addition to any Award he or she may be granted pursuant to Sections 4(a) and 4(b) above. (d) Commencement of Grants. Notwithstanding anything in this Plan to the contrary, no Award made pursuant to the Plan or any amendment to the Plan shall be effective prior to the requisite approval of the Plan or such amendment by the stockholders of Occidental. In the event requisite stockholder approval is not obtained, the Plan, and any Award thereunder, shall be null and void. 5. Terms and Conditions of Awards. Restricted Stock awarded to a Non-Employee Director under the Plan shall be subject to the following restrictions: (a) During the period of the Director's service as a member of the Board (the "Restriction Period"), any shares of Common Stock awarded under the Plan shall not be sold, assigned, pledged, hypothecated or otherwise transferred or encumbered. During the Restriction Period, the certificate representing such shares of Common Stock shall contain a statement referring to the restrictions contained in this Section 5(a) and such certificate shall be held by the Company. Except as provided in Section 9, as soon as practicable after the lapse of restrictions applicable to Restricted Stock, all shares of Restricted Stock held by the Company for the benefit of a Non-Employee Director shall be given to such Non-Employee Director, free and clear of any restrictions applicable thereto during the Restriction Period. (b) Whenever cash dividends are paid by Occidental on outstanding Common Stock, each Non-Employee Director will receive in cash all dividends paid on the Restricted Stock then held by the Company for the benefit of such Non-Employee Director on the record date for the dividend. Common Stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions to the same extent as the Restricted Stock with respect to which such Common Stock or other property has been distributed. (c) Each Non-Employee Director hereunder may designate from time to time any beneficiary or beneficiaries (who may be designated concurrently, contingently or successively) to whom any shares of Restricted Stock and any cash amounts are to be paid in case of the Non-Employee Director's death before receipt of any part or all of such Restricted Stock and cash. Each designation will revoke all prior designations by the Non-Employee Director, shall be in a form prescribed by the Committee, and will be effective only when filed by the Non-Employee Director, in writing, with the Secretary of Occidental. Reference in the Plan to a Non-Employee Director's "beneficiary" at any date shall include such persons designated as concurrent beneficiaries on the Non-Employee Director's beneficiary designation form then in effect. In the absence of any such designation, any shares of Restricted Stock being held by the Company for the benefit of such Non-Employee Director at the time of his or her death may, in the sole discretion of the Committee, be paid to such Non-Employee Director's estate in a cash lump sum. 6. Foreign Participants. In order to facilitate the making of an Award, the Board may provide for such special terms for Awards to Non-Employee Directors who are foreign nationals, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may approve such supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose, and the Secretary or other appropriate officer of Occidental may certify any such document as having been approved and adopted in the same manner as the Plan; provided that, no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of the Plan, as then in effect, unless the Plan could have been amended to eliminate the inconsistency without further approval by the stockholders of Occidental. 7. Change in Control. Upon the occurrence of a Change in Control, all restrictions affecting Restricted Shares shall lapse and such shares shall be delivered to each Non-Employee Director as soon as practicable thereafter; provided that, the Committee may, in its sole discretion authorize the payment of cash, in lieu of the issuance of such shares. 8. Adjustments. The Board may make or provide for such adjustments in the number of shares of Restricted Stock awarded under the Plan, as the Board may in good faith determine to be required in order to prevent dilution or expansion of the rights of Non-Employee Directors that otherwise would result from (i) any stock dividend, stock split, combination of shares recapitalization or other change in the capital structure of the Company or (ii) any merger, consolidation, spin-off, spin-out, split-off, split- up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Board may provide in substitution for any or all outstanding Restricted Stock Awards under the Plan such alternative consideration as it may in good faith determine to be appropriate under the circumstances and may require the surrender of all Awards so replaced. Moreover, the Board may, on or after the date of any Award, provide in the agreement evidencing such Award that the Non-Employee Director may elect to receive an equivalent Award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event 2 having similar effect, or the Board may provide that the Non-Employee Director will automatically be entitled to receive such an equivalent Award. The Board may also provide for such adjustments in the maximum number of shares of Common Stock specified in Section 3 as the Board, in good faith, determines to be appropriate in order to reflect any transaction or event described in this Section 8. 9. Withholding. Occidental shall defer making payments or deliveries under the Plan until satisfactory arrangements have been made for the payment of any federal, state, local or foreign taxes (whether or not required to be withheld) with respect to such payment or delivery. At the discretion of the Committee, any such arrangements may without limitation include relinquishment of a portion of any such payment or benefit or the surrender of outstanding Common Stock, and any agreement pertaining to an Award may make such relinquishment the mandatory form of satisfying such taxes. The Committee may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required. 10. Rights of Non-Employee Directors. --------------------------------- (a) Retention as Non-Employee Director. Nothing contained in the Plan or with respect to any Award shall interfere with or limit in any way the right of the stockholders of Occidental to remove any Non-Employee Director from the Board, nor confer upon any Non-Employee Director any right to continue in the service of Occidental as a Non-Employee Director. (b) Nontransferability. No right or interest of any Non-Employee Director in any Award shall be assignable or transferable during the lifetime of the Non-Employee Director, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of a Non-Employee Director's death, a Non-Employee Director's rights and interests in his or her Award shall be transferable by testamentary will or the laws of descent and distribution. If in the opinion of the Committee a person entitled to payments or to exercise rights with respect to the Plan is disabled from caring for his or her affairs because of mental condition, physical condition or age, payment due such person may be made to, and such rights shall be exercised by, such person's guardian, conservator or other legal personal representative upon furnishing the Committee with evidence satisfactory to the Committee of such status. (c) Except to the extent restricted under the terms of an agreement evidencing a grant of Restricted Stock, a Non-Employee Director awarded such stock shall have all of the rights of a stockholder, including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon. 11. Amendment; Termination. The Board may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided that, no amendment which requires stockholder approval in order for the exemptions available under Rule 16b-3 to be applicable to the Plan and the Non-Employee Directors shall be effective unless the same shall be approved by the stockholders of Occidental entitled to vote thereon. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Non-Employee Director, without such Non-Employee Director's consent. 12. General Restrictions. --------------------- (a) Regulations and Offer Approvals. The obligation of Occidental to deliver Common Stock with respect to any Award under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. (b) Each Award granted under the Plan is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, such Award or the issuance of Common Stock, no such Award or payment shall be made or Common Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. Nothing 3 herein shall be deemed to require Occidental to apply for or to obtain such listing, registration or qualification. (c) In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Common Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and Occidental may require any Non-Employee Director to whom Common Stock is granted, as a condition of receiving such Common Stock, to give written assurances in substance and form satisfactory to Occidental and its counsel to the effect that such person is acquiring the Common Stock for his or her own account and not with any present intention of selling or otherwise distributing the same, and to such other effects as Occidental deems necessary or appropriate in order to comply with federal and applicable state securities laws. 13. Governing Law. The Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware. 14. Plan Interpretation. The Plan is intended to comply with Rule 16b-3 and shall be construed to so comply. 15. Headings. The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan. 16. Term of Plan. This Plan shall become effective on the Effective Date, and shall remain in effect for ten (10) years from such date, unless sooner terminated by the Board. 17. Definitions. For purposes of the Plan, the following terms shall have the following meanings: (a) "Award" means any award of Restricted Stock under the Plan. (b) "Board" means the Board of Directors of Occidental. (c) "Change in Control" means a change in control of Occidental, which shall be deemed to have occurred if: (i) any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of Occidental or any company owned, directly or indirectly, by the stockholders of Occidental in substantially the same proportions as their ownership of the Common Stock of Occidental), is or becomes, after the Effective Date of the Plan, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Occidental (not including in the securities beneficially owned by such person any securities acquired directly from Occidental or its affiliates) representing 50 percent (50%) or more of the combined voting power of Occidental's then-outstanding securities; or (ii) during any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with Occidental to effect a transaction described in clause (i), (iii), or (iv) of this definition) whose election by the Board or nomination for election by Occidental's stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; or (iii) the stockholders of Occidental approve a merger or consolidation of Occidental with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of Occidental outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under any employee benefit plan of Occidental, at least 50 percent of the combined voting power of the voting securities of Occidental or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of Occidental (or similar transaction) in which no 4 person acquires more than 50 percent (50%) of the combined voting power of Occidental's then-outstanding securities; or (iv) the stockholders of Occidental approve a plan of complete liquidation of Occidental or an agreement for the sale or disposition of all or substantially all of Occidental's assets; provided that, prior to the occurrence of any of the events described in clauses (i) through (iii) above, the Board may determine that such an event shall not constitute a Change of Control for purposes of the Plan. (d) "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. (e) "Common Stock" means shares of the common stock, par value $.20 per share, of Occidental. (f) "Company" means Occidental Petroleum Corporation and its subsidiaries, collectively. (g) "Effective Date" means April 26, 1996 or the date of approval of the Plan by the stockholders of Occidental, whichever comes first. (h) "Exchange Act" means the Securities Exchange Act of 1934, as now or hereafter construed, interpreted and applied by regulations, rulings and cases. (i) "Fair Market Value" means the per share fair market value of Common Stock as determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Common Stock as of a particular date shall mean (i) the closing sales price per share of Common Stock on the national securities exchange on which the Common Stock is principally traded, for the last preceding date on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of Common Stock are then traded in an over-the- counter market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the- counter market for the last preceding date on which there was a sale of such Common Stock in such market, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine. (j) "Non-Employee Director" means a member of the Board who is neither an officer nor employee of the Company. (k) "Plan" means this Occidental Petroleum Corporation 1996 Restricted Stock Plan For Non-Employee Directors. (l) "Restriction Period" means, in respect of Restricted Stock, the period referenced in Section 5(a). (m) "Restricted Stock" means a grant of shares of Common Stock, which shares are subject to the restrictions on transfer described in Section 5(a). (n) "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to time by the Securities and Exchange Commission under the Exchange Act, or any successor rule to the same effect. 5
EXHIBIT 99.2 OCCIDENTAL PETROLEUM CORPORATION RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS Name of Grantee: ________________________________________ Date of Grant: __________________________________________ Number of shares of Restricted Stock: ___________________ AGREEMENT (the "Agreement") made as of the Date of Grant by and between OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (hereinafter called "Occidental," and, collectively with its Subsidiaries, the "Company"), and Grantee. 1. GRANT OF RESTRICTED STOCK. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Occidental Petroleum Corporation 1996 Restricted Stock Plan for Non-Employee Directors (the "Plan"), Occidental hereby grants to the Grantee as of the Date of Grant, the number of shares of Restricted Stock set forth above. The Restricted Stock shall be fully paid and nonassessable and shall be represented by a certificate(s) registered in the name of the Grantee and bearing a legend referring to the restrictions hereinafter set forth. 2. RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK. The shares of Restricted Stock may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to Occidental, until they have become nonforfeitable in accordance with Section 3; provided, however, that the Grantee may designate from time to time any beneficiary or beneficiaries to whom any shares of restricted stock and any cash amounts are to be paid in case of the Grantee's death before receipt of such Restricted Stock and cash. If a written beneficiary designation is not on file with the Company at the time of the Grantee's death, the Grantee's interest in the Restricted Stock will be transferred by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Restricted Stock that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Stock. 3. VESTING OF RESTRICTED STOCK. The Restricted Stock shall become nonforfeitable the day following the date that the Grantee ceases serving as a member of the Board of Directors of the Company. Notwithstanding the provisions of this Section 3, all of the shares of Restricted Stock shall immediately become nonforfeitable in the event of a "Change of Control," as defined in the Plan. 4. DIVIDEND, VOTING AND OTHER RIGHTS. Except as otherwise provided herein, the Grantee shall have all of the rights of a stockholder with respect to the shares of Restricted Stock, including the right to vote such shares and receive any dividends that may be paid thereon; provided, however, that any additional shares of Common Stock or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of Occidental shall be subject to the same restrictions as the shares of Restricted Stock. 5. RETENTION OF STOCK CERTIFICATE(S) BY OCCIDENTAL. The certificate(s) representing the Restricted Stock shall be held in custody by Occidental, together with a stock power endorsed in blank by the Grantee with respect thereto, until those shares have become nonforfeitable in accordance with Section 3. 6. RETENTION AS DIRECTOR. Nothing contained in this Agreement shall interfere with or limit in any way the right of the stockholders of the Company to remove the Grantee from the Board of Directors of the Company pursuant to the by-laws of the Company, nor confer upon any Grantee any right to continue in the service of the Company as a member of the Board of Directors. 7. TAXES AND WITHHOLDING. The Company shall withhold any federal, state, local or foreign tax in connection with the issuance or vesting of any restricted stock. Unless the Grantee shall have made other arrangements satisfactory to the Committee in its sole discretion, the Grantee shall satisfy any such withholding obligation by surrendering to the Company a portion of the shares of Common Stock that are issued or transferred to the Grantee hereunder, and the shares of Common Stock so surrendered by the Grantee shall be credited against any such withholding obligation at the Fair Market Value per Share of such shares on the date of such surrender. 8. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to comply with all applicable federal, state and foreign securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. 9. AMENDMENTS. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent. 10. SEVERABILITY. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 2 11. RELATION TO PLAN. 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 Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. 12. GOVERNING LAW. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware. 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, as of the day and year first above written. OCCIDENTAL PETROLEUM CORPORATION By:________________________________ The undersigned Grantee hereby (i) acknowledges receipt of an executed original of this Agreement and a copy of the Memorandum, dated April 29, 1996, and (ii) accepts the right to receive the Common Stock or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions hereinabove set forth. __________________________________ Grantee Date: ____________________________ 3