EXHIBIT 10.70
OCCIDENTAL
PETROLEUM CORPORATION
2005 LONG-TERM INCENTIVE PLAN
PERFORMANCE-BASED STOCK AWARD TERMS AND CONDITIONS
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DATE OF
GRANT:
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January 1,
2007
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TARGET
PERFORMANCE SHARES:
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See
“Shares Granted/Awarded”
(Grant Acknowledgment screen)
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PERFORMANCE
PERIOD:
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January 1, 2007
through December 31, 2010
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These Terms
and Conditions (these “Terms and Conditions”) are
set forth 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 TARGET PERFORMANCE SHARES . In accordance with
these Terms and Conditions and the Occidental Petroleum Corporation
2005 Long-Term Incentive Plan, as the same may be amended from time
to time (the "Plan"), Occidental grants to the Grantee as of the
Date of Grant, the right to receive in Common Shares and cash up to
200% of the number/value of Target Performance Shares. For the
purposes of these Terms and Conditions, “Target Performance
Shares” means a bookkeeping entry that records the equivalent
of Common Shares awarded pursuant to Section 4.2 of the Plan that
is payable upon the achievement of the Performance Goals. Target
Performance Shares are not Common Shares and have no voting rights
or, except as stated in Section 6, dividend rights.
2.
RESTRICTIONS ON TRANSFER. Neither these Terms and Conditions
nor any right to receive Common Shares or cash pursuant to these
Terms and Conditions may be transferred or assigned by the Grantee
other than (i) to a beneficiary designated on a form approved by
the Company (if permitted by local law), by will or, if the Grantee
dies without designating a beneficiary of a valid will, by the laws
of descent and distribution, or (ii) pursuant to a domestic
relations order, if applicable, (if approved or ratified by the
Administrator).
3.
PERFORMANCE GOALS. The Performance Goal for the Performance
Period is based on (i) Return on Assets and (ii) a peer company
comparison based on Total Stockholder Return, as set forth on
Exhibit 1.
For the purposes
of these Terms and Conditions, “Return on Assets” means
the percentage obtained by (A) multiplying the sum of the before
tax earnings for each year in the Performance Period of Occidental
Chemical Corporation (“OxyChem”) by 0.65 and (B)
dividing the resulting product by the sum of such division’s
Assets as of December 31 for each year in the Performance Period.
For the purposes of the foregoing sentence, “Assets”
generally will reflect all acquisitions, divestitures and
write-downs during the Performance Period. Total Stockholder Return
shall be calculated for each peer company using the average of its
last reported sale price per share of common stock on the New York
Stock Exchange - Composite Transactions for the last ten trading
days of December 2006 and the average of its last reported sale
price per share of common stock on the New York Stock Exchange -
Composite Transactions for the last ten trading days of 2010. In
addition to the Company, the peer companies are: Anadarko Petroleum
Corporation, Apache Corporation, Chevron Corporation,
ConocoPhillips, Devon Energy Corporation, Exxon Mobil Corporation,
and Hess Corporation. If a peer company ceases to be a
publicly-traded company at any time during the
Performance
Period or the
Administrator determines pursuant to Section 7 of these Terms and
Conditions to reflect a change in circumstances with respect to any
peer company, then such company will be removed as a peer company
and the achievement of the Performance Goal will be determined with
respect to the remaining peer companies as set forth on Exhibit
1.
4.
VESTING AND FORFEITURE OF TARGET PERFORMANCE SHARES . (a)
The Grantee must remain in the continuous employ of the Company
through the last day of the Performance Period to receive payment
of this award. 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. However, if, prior to the end of the
Performance Period, the Grantee dies or becomes permanently
disabled while in the employ of the Company, retires with the
consent of the Company, or terminates employment for the
convenience of the Company (each of the foregoing, a
“Forfeiture Event”), then the number of Target
Performance Shares upon which the Grantee's award is based will be
reduced on a pro rata basis based upon the number of days remaining
in the Performance Period following the date of the Forfeiture
Event.
(b)
The Grantee's right
to receive payment of this award in an amount not to exceed 200% of
the Target Performance Shares, rounded up to the nearest whole
share, will be based and become nonforfeitable upon the
Administrator’s certification of the attainment of the
Performance Goals.
(c)
For the purposes of
Section 4(b), if prior to the end of the Performance Period, the
Grantee transfers his employment among the Company and its
affiliates, the amount of the award attained by the Grantee shall
be determined by assessing the level of achievement of the
Performance Goals certified by the Administrator for each employing
entity and multiplying the number of Target Performance Shares
attainable at such level by a fraction equal to the number of
months in the Performance Period that the Grantee worked for the
entity divided by the total number of months in the Performance
Period.
(d)
Notwithstanding
Section 4(b), if a Change in Control Event occurs prior to the end
of the Performance Period, the Grantee's right to receive Common
Shares equal to the number of Target Performance Shares (as
adjusted for any Forfeiture Event pursuant to Section 4(a)) will
become nonforfeitable. The right to receive cash in excess of the
number of Target Performance Shares (as adjusted for any Forfeiture
Event pursuant to Section 4(a)) will be forfeited.
5.
PAYMENT OF AWARDS . Up to and including 100% of the Target
Performance Shares as adjusted pursuant to Sections 4 and 7 of
these Terms and Conditions will be settled in Common Shares and the
amount, if any, above 100% of the Target Performance Shares as so
adjusted will be settled in cash. The cash payment will equal the
closing price of the Common Shares on the New York Stock Exchange
on the date of the Administrator’s certification (the
“Certification Date Value”) of the attainment of the
Performance Goals and will be paid as promptly as possible after
such date. The Common Shares covered by these Terms and Conditions
or any prorated portion thereof shall be issued to the Grantee as
promptly as practicable after the Administrator's certification of
the attainment of the Performance Goals or the Change in Control
Event, as the case may be.
6.
CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS . With respect
to the number of Target Performance Shares listed above, the
Grantee will be credited on the books and records
2
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 during the period beginning on the Date of Grant and
ending with respect to any portion of the Target Performance Shares
covered by these Terms and Conditions on the date on which the
Grantee's right to receive such portion becomes nonforfeitable, or,
if earlier, the date on which the Grantee forfeits the r
