EXHIBIT 10.68
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 a peer company comparison based on Total Stockholder
Return, as set forth on Exhibit 1. 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, ExxonMobil 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 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 right to receive such portion. Occidental will pay in
cash to the Grantee an amount equal to
2
the Dividend
Equivalents credited to such Grantee as promptly as may be
practicable after the Grantee has been credited with a Dividend
Equivalent.
7.
ADJUSTMENTS . (a) The number or kind of
