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EXHIBIT
10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT
AGREEMENT is entered into as of the 19th day of July, 2007, by and
between OCCIDENTAL PETROLEUM CORPORATION, a Delaware Corporation
(“COMPANY”), and DR. RAY R. IRANI
(“EMPLOYEE”).
W
I T N E S S E
T H :
WHEREAS,
EMPLOYEE, since June 16, 1983, has served as an officer of COMPANY,
most recently as COMPANY’s Chairman and Chief Executive
Officer pursuant to an agreement between EMPLOYEE and COMPANY dated
February 10, 2005 (the “Prior Agreement”) ;
and
WHEREAS,
COMPANY desires to obtain the benefit of continued services by
EMPLOYEE as Chairman and Chief Executive Officer, and EMPLOYEE
desires to continue to render services to COMPANY; and
WHEREAS, the
Board of Directors of COMPANY (the “Board”) has
determined that it is in COMPANY’s best interest and that of
its stockholders to recognize the substantial contribution that
EMPLOYEE has made and is expected to continue to make to
COMPANY’s business and to retain his services in the future;
and
WHEREAS,
COMPANY and EMPLOYEE desire to set forth in this Agreement the
terms and conditions of EMPLOYEE’s continued employment with
COMPANY which Agreement represents and constitutes an amendment and
restatement of the Prior Agreement;
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NOW, THEREFORE,
in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:
1.
Term . This Agreement shall extend for a period of time (the
“Term”) which commenced on the date of the Prior
Agreement (the “Effective Date”) and shall expire on
the earlier of the date of COMPANY’s 2015 stockholder meeting
or May 30, 2015, unless earlier terminated in accordance with the
provisions hereof. COMPANY shall employ EMPLOYEE, and EMPLOYEE
shall serve COMPANY, in accordance with the provisions hereof,
throughout the Term, unless such employment is earlier terminated
in accordance with the provisions hereof.
2.
Specific Position; Duties and Responsibilities . Subject to
the provisions of this Agreement, COMPANY shall employ EMPLOYEE as
Chairman and Chief Executive Officer, and EMPLOYEE shall serve
COMPANY as Chairman and Chief Executive Officer and as a member of
the Board. EMPLOYEE’s principal business address shall during
such period be at COMPANY’s executive offices in Southern
California or with EMPLOYEE’s consent in such other place as
such offices are relocated. EMPLOYEE’s duties hereunder shall
be the usual and customary duties of the offices in which he shall
serve. EMPLOYEE shall have such executive power and authority as
shall reasonably be required to enable him to discharge his duties
in the offices which he may hold.
3.
Services and Exclusivity of Services . During the Term,
EMPLOYEE, except as otherwise expressly provided in this Section 3,
shall devote his full business time and energy to the business
affairs and interests of COMPANY and its subsidiaries, and shall
use his best efforts and abilities to promote COMPANY’s and
its subsidiaries’ interests.
EMPLOYEE may
serve as a director or in any other capacity of any business
enterprise, including an enterprise whose activities may involve or
relate to the business of COMPANY, provided that such service is
expressly approved by the Board.
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EMPLOYEE may
make and manage personal business investments of his choice and
serve in any capacity with any civic, educational or charitable
organization, or any governmental entity or trade association,
without seeking or obtaining approval by the Board, provided such
activities and services do not materially interfere or conflict
with the performance of his duties hereunder.
4.
Salary . COMPANY shall pay EMPLOYEE an annual salary at the
minimum rate of $1,300,000, which shall be payable in semimonthly
installments in conformity with COMPANY’s policy relating to
salaried employees. EMPLOYEE’s salary shall be subject to
annual increase (and, as part of across the board reductions for
other officers of COMPANY, decrease) at the reasonable discretion
of the Board and its Executive Compensation and Human Resources
Committee (“Compensation Committee”). Salary increases
may be paid, at the discretion of the Compensation Committee, in
cash or common stock of the Company, or a combination
thereof.
5.
Bonus . EMPLOYEE shall be entitled to an annual cash bonus
in an amount to be determined at the reasonable discretion of the
Board and its Compensation Committee. Bonus awards may be paid, at
the discretion of the Compensation Committee, in cash or common
stock of the Company, or a combination thereof.
6.
Deferred Compensation . In the event, and to the extent,
that EMPLOYEE has in the past, or may in the future, elect to
participate in any Company-sponsored deferred compensation plan, it
is intended that any election to defer compensation shall not be
taken into account in the calculation of those of EMPLOYEE’s
rights and benefits under this Agreement that are based upon
EMPLOYEE’s salary or bonus or the sum thereof, and, to the
extent such deferred amounts are taken into account, Employee shall
be appropriately compensated.
7.
Employee Benefits . EMPLOYEE shall be entitled during his
employment hereunder, to all rights and benefits for which he is
otherwise eligible under any group life insurance, medical and
dental care (including coverage for EMPLOYEE’s spouse
and
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children),
disability, retirement, personal savings account, deferred
compensation and other plans or benefits which COMPANY or its
subsidiaries may provide for employees and other senior executives
(collectively, “Employee Benefits”).
If
EMPLOYEE’s employment is terminated hereunder, pursuant to
Section 11(b), 11(c), or 11(d) hereof, and EMPLOYEE is entitled to
but is no longer eligible for Employee Benefits because of such
termination, EMPLOYEE shall be entitled to and COMPANY shall
provide, to the extent provided in this Agreement, benefits
substantially equivalent to the Employee Benefits to which EMPLOYEE
was entitled immediately prior to such termination and shall do so
for the period during which he remains entitled to receive such
Employee Benefits as provided in this Agreement. With respect to
the continuation of such benefits, EMPLOYEE shall also be paid by
COMPANY an amount which, after taxes on such amount, shall
reimburse EMPLOYEE for any additional tax liabilities incurred by
EMPLOYEE by reason of the receipt of such benefits after the
termination of, rather than during the Term of, this Agreement,
upon the assumption that the amount to which EMPLOYEE shall be so
entitled shall be subject to the maximum combined Federal and state
tax rate applicable to individuals in respect of such
payments.
8.
Supplemental Benefits .
(a)
Retirement . COMPANY shall allow EMPLOYEE to be an eligible
participant in COMPANY’s qualified and nonqualified
retirement and deferred compensation plans applicable to employees
of COMPANY as of the Effective Date.
(b)
Life Insurance . During the Term and thereafter until the
death of EMPLOYEE, COMPANY shall provide EMPLOYEE with life
insurance which, when added to the coverage provided as part of his
Employee Benefits, shall provide coverage at a minimum level equal
to three (3) times his highest career annual salary at any time
during his employment by COMPANY. To the extent that assignability
for estate planning purposes is not already provided for in the
underlying plans which relate to the foregoing coverages, all life
insurance is to be assignable at the option of EMPLOYEE.
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(c)
Post-Retirement Benefits .
(i) During
any period following EMPLOYEE’s retirement or termination
from employment with COMPANY, EMPLOYEE shall be entitled to medical
and dental benefits of a kind and to an extent no less favorable
than the medical and dental benefits provided by COMPANY to
EMPLOYEE prior to his retirement or termination.
(ii) During any
period following EMPLOYEE’s retirement or termination from
employment with COMPANY, EMPLOYEE shall be entitled to continue to
receive existing perquisites, including without limitation personal
tax, accounting and financial planning services currently provided
to EMPLOYEE at COMPANY’s expense.
(iii) Upon
retirement, notwithstanding any contrary provision of the
applicable grants, all of EMPLOYEE’s unvested stock options
will become fully vested immediately and exercisable. In addition,
all of EMPLOYEE’s unvested restricted stock will become fully
vested immediately and all of EMPLOYEE’s unvested performance
stock will become fully vested immediately and payable in
accordance with the applicable awards as if EMPLOYEE continued to
be employed by COMPANY.
(d)
Spousal Benefits . EMPLOYEE’s surviving spouse shall
also be entitled to continuation of medical benefits included
within the Employee Benefits for the remainder of her
life.
(e)
Legal Fees . COMPANY shall provide to or for EMPLOYEE all
legal fees for services and costs excepting only for matters of a
purely personal nature. COMPANY’s obligation pursuant to this
Section 8(e) shall survive the Term.
9.
Perquisites and Vacation . During his employment hereunder,
EMPLOYEE shall continue to be entitled to the minimum perquisites
to which he was entitled in accordance with the practice
immediately prior to the Effective Date.
EMPLOYEE shall
continue to be entitled to six (6) weeks paid vacation during each
calendar year of employment, prorated for any period which is less
than one (1) calendar year. Vacation time shall accrue during each
calendar year, and, upon termination of this Agreement for any
reason and in addition to any other rights granted
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to EMPLOYEE by
this Agreement, EMPLOYEE shall be entitled to be paid an amount
based upon his salary at the rate applicable immediately prior to
such termination for any accrued but unused vacation
time.
10.
Long-Term Incentives .
(a)
Restricted Stock . During his employment hereunder, EMPLOYEE
shall be entitled to participate in COMPANY’s long term
incentive compensat
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