EXHIBIT 10.8
GLOBAL
AMENDMENT
TO
PERFORMANCE-BASED STOCK AWARD TERMS AND CONDITIONS
(January 1,
2003 Awards)
WHEREAS , Occidental Petroleum Corporation (the
“Corporation”) granted certain Performance-Based Stock
Awards (the “Awards”) to the individuals listed on
Appendix A attached hereto (each a “Grantee”)
effective January 1, 2003;
WHEREAS , the Awards are subject to the Occidental Petroleum
Corporation 2001 Incentive Compensation Plan Performance-Based
Stock Award Terms and Conditions (the “Terms and
Conditions”);
WHEREAS , the Grantees elected that the shares of the
Corporation’s common stock (if any) that would otherwise be
delivered upon certification of achievement of performance goals be
credited as stock units for deferred distribution under the
Occidental Petroleum Corporation 2005 Deferred Stock Program and
the cash portion (if any) of such awards be deferred under the
Occidental Petroleum Corporation 2005 Deferred Compensation
Plan;
WHEREAS , the performance period for the Awards has not been
completed;
WHEREAS , the Grantees’ deferral elections are subject
to Section 409A of the Internal Revenue Code
(“Section 409A”), which imposes new rules
regarding the deferrals of compensation under non-qualified
deferred compensation arrangements, effective for amounts that were
not earned and vested as of December 31, 2004;
WHEREAS , proposed regulations issued by the U.S. Treasury
and Internal Revenue Service under Section 409A allow plan sponsors
to amend deferred compensation arr
