|
EXHIBIT 10.1
AGREEMENT
This Employment Agreement is made as of the 22nd day
of May, 2008 by and between Occidental Petroleum Corporation, a
Delaware corporation (hereinafter referred to as "Employer"), and
Donald P. de Brier (hereinafter referred to as
"Employee").
WITNESSETH
WHEREAS, Employee has been rendering services to
Employer pursuant to a written agreement which will expire on May
31, 2008, and
WHEREAS, the parties now desire to provide for a
continuation of Employee's employment by Employer beyond that date,
and to specify the rights and obligations of the parties during
such continued employment;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein, Employer and Employee hereby agree
to continue such employment upon the following terms and
conditions:
1. Duties . Employee shall
continue to perform the duties of Executive Vice President, General
Counsel and Secretary, or shall serve in such other capacity and
with such other duties for Employer or any of the subsidiaries of
Employer or any corporation affiliated with Employer (any such
subsidiary or affiliated corporation hereafter to be deemed
Employer under this Agreement) as Employer may direct. In
performing such duties, Employee will comply with Employer's Code
of Business Conduct and Corporate Policies, as the same may be
amended from time to time.
2. Term of Employment . The term
of employment hereunder shall be for a period of five (5) years,
commencing on June 1, 2008, and ending midnight May 31, 2013,
unless terminated prior thereto in accordance with the provisions
of this Agreement, or unless extended by mutual agreement in
accordance with Paragraph 9 hereof.
3. Compensation . For the
services to be performed hereunder, Employee shall be compensated
by Employer at the base pay rate of not less than five hundred
fifty-one thousand dollars ($551,000) per annum, payable
semi-monthly. The minimum salary hereunder shall be automatically
adjusted to the level of any increase in annual compensation as the
Employer may determine during the term of this
Agreement.
4. Participation in Benefit
Programs . Employee shall be eligible to participate in all
benefit programs and under the same terms and conditions as are
generally applicable to salaried employees and senior executives of
Employer during the term of his employment and as otherwise
provided in this Agreement. These benefits include life insurance
while employed which pays three (3) times base pay in the event of
death. Employee will be entitled to one country club membership
paid for by Employer provided that the Chief Executive Officer of
Employer has prior approval on the selection of the specific club.
Employee shall also be eligible to participate in (i) Employer's
Executive Incentive Compensation Plan, (ii) Employer's 1995
Incentive Stock Plan, (iii) Employer’s 2001 Incentive
Compensation Plan, (iv) Employer’s 2005 Long-Term Incentive
Plan and (v) any other equity-based compensation plan created by
Employer during the term of this Agreement (the “Equity-Based
Compensation Plans”), as long as Employer continues the plans
during the term of this Agreement, and to receive awards or grants
under the plans at Employer's sole discretion.
5. Exclusivity of Services .
Employee shall not render paid or unpaid services on a
self-employed basis or to any other employer.
6. Vacation . Employee shall be
entitled to a total of six (6) weeks vacation per year, effective
January 1, 2003. Employee agrees to follow Employer's relevant
policies and procedures for scheduling and taking such
vacations.
2
7. Termination .
a. Cause . Notwithstanding
the term of this Agreement, Employer may discharge Employee and
terminate this Agreement without severance or other pay for cause,
including without limitation, (i) failure to satisfactorily perform
his duties or responsibilities hereunder or negligence in complying
with Employer's legal obligations, (ii) refusal to carry out any
lawful order of Employer, (iii) breach of any legal duty to
Employer, (iv) breach of Paragraph 5 of the Agreement, or (v)
conduct constituting moral turpitude or conviction of a crime which
may diminish Employee's ability to effectively act on the
Employer's behalf or with or on behalf of others, or (vi) death. In
the case of events (i) through (v) above, Employer shall give
Employee notice of such cause and Employee shall have thirty (30)
days to cure such breach.
b. Incapacity . If, during
the term of this Agreement, Employee is incapacitated from
performing the essential functions of his job pursuant to this
Agreement by reason of illness, injury, or disability, Employer may
terminate this Agreement by at least one week's written notice to
Employee, but only in the event that such conditions shall
aggregate not less than one-hundred eighty (180) days during any
twelve (12) month period. In the event Employee shall (i) continue
to be incapacitated subsequent to termination for incapacity
pursuant to this Paragraph 7(b), and (ii) be a participant in and
shall qualify for benefits under Employer's Long Term Disability
Plan ("LTD"), then Employer will continue to compensate Employee,
for so long as Employee remains eligible to receive LTD benefits,
in an amount equal to difference between sixty percent (60%) of
Employer's annual compensation as set forth in Paragraph 3 hereof
and the maximum annual benefit under the LTD, payable monthly on a
pro rated basis.
c. Without Cause .
Employer may at any time terminate the employment of Employee
without cause or designate a termination for cause as a termination
without cause, and in such event Employer shall, in lieu of
continued employment, compensate Employee in an amount equal to two
(2) times the sum of Employee's highest annual base salary and
annual cash bonus target, such amount payable in equal monthly
installments over two (2) years (the "Compensation Period"). In the
event Employee dies during the "Compensation Period" any remaining
payments due will be made to Employee's estate.
3
During the Compensation Period, Employee shall
continue to be eligible to (i) participate in all employee benefit
plans of Employer in which he is participating at the time of
termination of his employment and so long as such plans are
available to salaried employees and senior executives, and (ii)
exercise all awards that include an exercise right which were
previously granted to Employee under the terms of the Equity-Based
Compensation Plans, which awards are or become exercisable under
the provisions of the plans, and (iii) continue to vest in awards
that are subject to vesting which were previously granted to
Employee under the terms of the Equity-Based Compensation
Plans.
During the Compensation Period, Employee shall not
accept employment with, or act as a consultant for, or perform
services for any person, firm or corporation directly or indirectly
engaged in any business competitive with Employer without the prior
written consent of Employer.
8. Confidential Information .
Employee agrees that he will not divulge to any person, nor use to
the detriment of Employer or any of its affiliates or subsidiaries,
nor use in any business or process of manufacture competitive with
or similar to any business or process of manufacture of Employer or
any of its affiliates or subsidiaries, at any time during
employment by Employer or thereafter, any trade secrets or
confidential information obtained during the course of his
employment with Employer, without first obtaining the written
permission of Employer.
Employee agrees that, at the time of leaving the
employ of Employer, he will deliver to Employer, and not keep or
deliver to anyone else, any and all credit cards, notes, notebooks,
memoranda, documents and, in general, any and all material relating
to Employer's business, including copies therefor, whether in paper
or electronic format.
9. Modification . This Agreement
contains all the terms and conditions agreed upon by the parties
hereto, and no other agreements, oral or otherwise, regarding the
subject matter of this Agreement shall be deemed to exist or bind
either of the parties hereto. This Agreement cannot be modified
except by a subsequent writing signed by both parties.
10. Prior Agreement . This
Agreement supersedes and replaces any and all previous agreements
between the parties.
4
11. Severability . If any
provision of this Agreement is illegal and unenforceable in whole
or in part, the remainder of this Agreement shall remain
enforceable to the extent permitted by law.
12. Governing Law . This
Agreement shall be construed and enforced in accordance with the
laws of the State of California. In the event that any ambiguity or
questions of intent or interpretation arise, no presumption or
binder of proof shall arise favoring or disfavoring the Employer by
virtue of authorship of this Agreement and the terms and provisions
of this Agreement shall be given their meaning under
law.
13. Assignment . This Agreement
shall be binding upon Employee, his heirs, executors and assigns
and upon Employer, its successors and assigns.
14. Arbitration . In
consideration for entering into this Agreement and for the
position, compensation, benefits and other promises provided
hereunder, the Employee and Employer agree to be bound by the
arbitration provisions attached hereto as Attachment 1 and
incorporated herein by this reference.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement the day and year first above written.
OCCIDENTAL PETROLEUM CORPORATION
|
|
By:
|
/s/ DONALD P. DE BRIER
|
|
|
|
|
Donald P. de Brier
|
|
5
ATTACHMENT 1
ARBITRATION PROVISIONS ("Provisions")
Incorporated by Reference into and Made a Part of
the
Agreement, dated May 22, 2008 (the "Agreement"),
between
Occidental Petroleum Corporation (the
"Employer")
an
| 
