EXHIBIT 10.16
OCCIDENTAL PETROLEUM CORPORATION
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2003)
OCCIDENTAL PETROLEUM CORPORATION
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2003)
ARTICLE I
PURPOSE
This document sets forth the terms of the Occidental Petroleum
Corporation Deferred Compensation Plan (the "Plan") as amended and restated
effective as of January 1, 2003. The prior Plan document, which was effective
January 1, 1999, constituted the amendment, restatement and merger of the
Occidental Petroleum Corporation 1988 Deferred Compensation Plan (the "1988
DCP") and the Occidental Petroleum Corporation Senior Executive Deferred
Compensation Plan (the "SEDCP").
The purpose of the Plan is to provide a tax-deferred opportunity for
key management and highly compensated employees of the Occidental Petroleum
Corporation and its Affiliates (as defined below) to accumulate additional
retirement income through deferrals of compensation.
ARTICLE II
DEFINITIONS
Whenever the following words and phrases are used in this Plan with
the first letter capitalized, they shall have the meanings specified below:
Affiliate. "Affiliate" means: (i) any corporation that is a member of
a controlled group of corporations (within the meaning of Code Section 1563(a),
determined without regard to Code Sections 1563(a)(4) and (e)(3)(C), and with
the phrase "more than 50%" substituted for the phrase "at least 80%" each place
it appears in Code Section 1563(a)) of which Occidental Petroleum Corporation is
a component member, or (ii) any entity (whether or not incorporated) that is
under common control with Occidental Petroleum Corporation (as defined in Code
Section 414(c) and the Treasury Regulations thereunder, and with the phrase
"more than 50%" substituted for the phrase "at least 80%" each place it appears
in the Treasury Regulations under Code Section 414(c)).
Amortization Method. "Amortization Method" means an annual installment
method of paying a Participant's benefits under which the Company will pay the
Participant an initial payment in an amount equal to (i) plus (ii) divided by
(iii), where (i) is the value of the Participant's Deferral Accounts as of the
end of the month preceding such payment, (ii) is the amount of interest that
would accrue during the entire payout period on the unpaid balance credited to
the Participant's Deferral Accounts immediately following such initial payment
if the Declared Rate then in effect remained unchanged and (iii) is the number
of years over which annual installments are to be paid. For each Plan Year after
the initial benefit payment is made, the annual benefit payment will be
determined under the same equation where (i) is the value of the Participant's
Deferral Accounts as of the end of the month preceding the benefit payment, (ii)
is the amount of interest that would accrue during the remaining payout period
on the unpaid balance credited to the Participant's Deferral Accounts
immediately following such annual
payment if the Declared Rate then in effect remained unchanged and (iii) is the
number of annual payments remaining.
Base Salary. "Base Salary" means the base salary earned by a
Participant during pay periods beginning in a Plan Year, excluding Bonus, all
severance allowances, forms of incentive compensation, Savings Plan, Retirement
Plan or other Company qualified plan contributions or benefits, retainers,
insurance premiums or benefits, reimbursements, and all other payments, prior to
reduction for any deferrals under this Plan or any other plan of the Company or
reductions under the Company's Savings Plan allowed under Section 401(k) of the
Code.
Beneficiary. "Beneficiary" means the person or persons designated as
such in accordance with Article VI.
Beneficiary Benefit. "Beneficiary Benefit" means the payment to a
Participant's Beneficiary of the value of the Participant's Deferral Accounts
pursuant to Section 5.2 on account of the Participant's death.
Board. "Board" means the Board of Directors of the Company.
Bonus. "Bonus" means the bonus earned by a Participant during a Plan
Year prior to reduction for any deferral under this Plan or any other plan of
the Company.
Code. "Code" means the Internal Revenue Code of 1986, as amended.
Committee. "Committee" means the administrative committee appointed to
administer the Plan pursuant to Article III.
Company. "Company" means Occidental Petroleum Corporation, or any
successor thereto, and any Affiliates.
Company Management. "Company Management" means the Chairman of the
Board, President or any Executive Vice President of Occidental Petroleum
Corporation.
Compensation. "Compensation" means Base Salary and/or Bonus.
DCP Deferral Account. "DCP Deferral Account" means the account
maintained on the books of account of the Company for each Participant pursuant
to Article IV to account for amounts deferred under the 1988 DCP prior to
January 1, 1999 and amounts deferred under this Plan after that date.
DCP Deferral Amount. "DCP Deferral Amount" means an amount of a
Participant's Base Salary and/or Bonus that is deferred under the Plan,
including both amounts deferred under the 1988 DCP prior to January 1, 1999, and
amounts deferred under this Plan after that date.
Declared Rate. "Declared Rate" with respect to any Plan Year means the
rate at which interest will be credited on Deferral Accounts for such Plan Year.
The Declared Rate for
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each Plan Year commencing in 1999 and thereafter will be equal to the greater
of: (i) (A) plus (B) where (A) is the Moody's Long-Term Corporate Bond Index
Monthly Average Corporates as published by Moody's Investor Services, Inc. (or
successor thereto) for the month of July in the year prior to the Plan Year in
question, and (B) is 3% ("Moodys Plus Three"), or (ii) the highest yield on any
unsecured debt or preferred stock of the Company that was outstanding on the
last day of July in the year prior to the Plan Year in question. The Declared
Rate will be announced on or before January 1 of the applicable Plan Year.
Notwithstanding the foregoing, the Declared Rate for DCP Deferral Amounts that
were earned and deferred prior to 1994 under the 1988 DCP (including bonuses
which were earned for 1993), together with accumulated interest thereon, will in
no event be less than 8% for any Plan Year. Accordingly, the Declared Rate for
any Plan Year may be different for DCP Deferral Amounts that were earned and
deferred under the 1988 DCP prior to January 1, 1994 than for DCP Deferral
Amounts earned and deferred after such date.
Deferral Account(s). "Deferral Account(s)" means a Participant's DCP
Deferral Account and/or SEDCP Deferral Account (if any) and/or Savings Plan
Restoration Account (if any) maintained on the books of account of the Company
for each Participant pursuant to Article IV.
Deferral Election Form. "Deferral Election Form" means a paper or
electronic election form provided by the Committee on which an Eligible Employee
may elect to defer Base Salary and/or Bonus and may elect to receive an Early
Payment Benefit in accordance with Article IV.
Disability. "Disability" means a condition that qualifies as a
disability under the Company's Retirement Plan and is approved by the Committee.
Disability Benefit. "Disability Benefit" means the payment to a
Participant of the value of the Participant's Deferral Accounts pursuant to
Section 5.1 on account of the Participant's termination of employment due to a
Disability.
Distribution Election Form. "Distribution Election Form" means a paper
or electronic election form provided by the Committee on which a Participant may
elect the form of payment of his Retirement Benefits and/or the form of payment
of Beneficiary Benefits to his Beneficiary in accordance with Article V.
Early Payment Benefit. "Early Payment Benefit" means the payment to a
Participant of part or all of the Participant's DCP Deferral Account on an Early
Payment Date prior to Retirement pursuant to Section 5.4.
Early Payment Date. "Early Payment Date" means any year prior to
Retirement that a Participant elects pursuant to Section 4.1(b) to have an Early
Payment Benefit paid or commenced to be paid.
Early Payment Date Subaccount. "Early Payment Date Subaccount" means
any subaccount of a Participant's DCP Deferral Account established to separately
account for deferred Compensation (and interest credited thereto) that is
subject to an Early Payment Benefit election.
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Eligible Employee. "Eligible Employee" means each key management or
other highly compensated employee of the Company who is selected by Company
Management to participate in the Plan.
Emergency Benefit. "Emergency Benefit" means the payment to a
Participant of part or all of his Deferral Accounts in the event that the
Participant has an unforeseeable financial emergency pursuant to Section 5.5.
Fractional Method. "Fractional Method" means an installment method of
paying a Participant's Retirement Benefit under which the Company will determine
the amount of each annual installment by dividing the value of the Participant's
Deferral Accounts as of the end of the month preceding the payment date by the
number of annual installments remaining to be paid.
1988 DCP. "1988 DCP" means the Occidental Petroleum Corporation 1988
Deferred Compensation Plan.
Participant. "Participant" means (i) each individual who, as of
December 31, 1998, was a participant in the 1988 DCP or the SEDCP and has not
received a complete distribution of the benefits accrued under those plans, (ii)
an Eligible Employee who has filed a completed and fully executed Deferral
Election Form with the Committee and is participating in the Plan in accordance
with the provisions of Article IV or (iii) any person who has a Deferral Account
by reason of his prior status as an Eligible Employee.
Plan Year. "Plan Year" means the calendar year beginning on January 1
and ending on December 31.
Retirement. "Retirement" means: (i) the termination of a Participant's
employment with the Company for reasons other than Disability or death after the
Participant attains age 65, (ii) the termination of a Participant's employment
with the Company for reasons other than Disability or death after the
Participant attains age 55 and completes five (5) Years of Service or (iii)
effective January 1, 2001, the Participant's attainment of age 55 following the
Participant's termination of employment with the Company for reasons other than
Disability or death prior to attainment of age 55 if the Participant qualifies
for retiree medical coverage under the Occidental Petroleum Corporation Medical
Plan on the date of the Participant's termination of employment.
Retirement Benefit. "Retirement Benefit" means the payment to a
Participant of the value of the Participant's Deferral Accounts pursuant to
Section 5.1 following Retirement.
Retirement Plan. "Retirement Plan" means the Occidental Petroleum
Corporation Retirement Plan, as amended from time to time.
Savings Plan. "Savings Plan" means the Occidental Petroleum
Corporation Savings Plan, as amended from time to time.
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Savings Plan Restoration Account. "Savings Plan Restoration Account"
means the account maintained on the books of account of the Company to reflect
Savings Plan Restoration Contributions made by the Company pursuant to Section
4.6.
Savings Plan Restoration Contribution. "Savings Plan Restoration
Contribution" means the amount credited to a Participant's Savings Plan
Restoration Account pursuant to Section 4.6.
SEDCP. "SEDCP" means the Occidental Petroleum Corporation Senior
Executive Deferred Compensation Plan under which certain Company executives
deferred compensation.
SEDCP Deferral Account. "SEDCP Deferral Account" means the account
maintained on the books of account of the Company for certain Participants
pursuant to Article IV to account for amounts deferred under the SEDCP.
Termination Benefit. "Termination Benefit" means the payment to a
Participant of the value of the Participant's Deferral Accounts pursuant to
Section 5.1 on account of the Participant's termination of employment other than
due to Retirement, Disability or death.
Termination Event. "Termination Event" means any of the following:
(a) Approval by the stockholders of the Company (or, if no
stockholder approval is required, by the Board) of the dissolution or
liquidation of the Company, other than in the context of a transaction that
does not constitute a Termination Event under clause (b) below;
(b) Consummation of a merger, consolidation, or other
reorganization, with or into, or the sale of all or substantially all of
the Company's business and/or assets as an entirety to, one or more
entities that are not subsidiaries or other affiliates of the Company (a
"Business Combination"), unless (i) as a result of the Business
Combination, more than 50% of the outstanding voting power of the surviving
or resulting entity or a parent thereof (the "Successor Entity")
immediately after the Business Combination is, or will be, owned, directly
or indirectly, by holders of the Company's voting securities immediately
before the Business Combination; (ii) no "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
from time (the "Exchange Act")), excluding the Successor Entity or any
employee benefit plan of the Company and any trustee or other fiduciary
holding securities under a Company employee benefit plan or any person
described in and satisfying the conditions of Rule 13d-1(b)(i) of the
Exchange Act (an "Excluded Person"), beneficially owns, directly or
indirectly, more than 20% of the outstanding shares or the combined voting
power of the outstanding voting securities of the Successor Entity, after
giving effect to the Business Combination, except to the extent that such
ownership existed prior to the Business Combination; and (iii) at least 50%
of the members of the board of directors of the entity resulting from the
Business Combination were members of the Board at the time of the execution
of the initial agreement or of the action of the Board approving the
Business Combination;
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(c) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act, but excluding any Excluded Person) is or becomes
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding voting
securities, other than as a result of (i) an acquisition directly from the
Company; (ii) an acquisition by the Company; or (iii) an acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or a Successor Entity; or
(d) During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted the Board cease
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's stockholders, of each new Board
member was approved by a vote of at least two-thirds (2/3) of the Board
members then still in office who were Board members at the beginning of
such period (including for these purposes, new members whose election or
nomination was so approved), but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a person other than the Board.
(e) Notwithstanding the foregoing, a Termination Event shall not
occur if, prior to the Termination Event, the Executive Compensation and
Human Resources Committee of the Board deems such an event to not be a
Termination Event for the purposes of this Plan.
Years of Service. "Years of Service" means the number of full years
credited to a Participant under the Retirement Plan for vesting purposes.
ARTICLE III
ADMINISTRATION OF THE PLAN
A Committee shall be appointed by the Board to administer the Plan and
establish, adopt, or revise such rules and regulations as the Committee may deem
necessary or advisable for the administration of the Plan and to interpret the
provisions of the Plan, and, except as otherwise indicated herein, any such
interpretations shall be conclusive and binding. All decisions of the Committee
shall be by vote of at least two of the Committee members and shall be final.
The Committee may appoint any agent and delegate to such agent such powers and
duties in connection with the administration of the Plan as the Committee may
from time to time prescribe.
Members of the Committee shall be eligible to participate in the Plan
while serving as members of the Committee, but a member of the Committee shall
not vote or act upon any matter which relates solely to such member's interest
in the Plan as a Participant.
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ARTICLE IV
PARTICIPATION
4.1 Election to Participate.
(a) Deferral Elections. An Eligible Employee may elect to participate
in the Plan and elect to defer annual Base Salary and/or Bonus under the Plan by
filing a completed and fully executed Deferral Election Form prior to the
beginning of the Plan Year during which such Base Salary and Bonus are to be
earned or at such other time as the Committee may permit. Deferral Election
Forms must be filed in accordance with the instructions set forth in the
Deferral Election Forms.
Various deferral options will be made available to Eligible Employees
under the Plan, subject to such limitations and conditions as the Committee may
impose from time to time, in its complete and sole discretion. A Deferral
Election Form filed for the Plan Year beginning January 1, 2003, or for any
subsequent Plan Year shall be effective for Base Salary and/or Bonus to be
earned during that Plan Year and shall remain in effect for that Plan Year and
subsequent Plan Years, notwithstanding any change in the Participant's Base
Salary or Bonus, until changed or terminated in accordance with the terms of
this Section 4.1; provided, however, that such election shall terminate if the
Participant ceases to be an Eligible Employee. Subject to the minimum deferral
requirements and maximum deferral limitations set forth below, a Participant may
increase, decrease or terminate his deferral election effective for Compensation
to be earned during any Plan Year by filing a new Deferral Election Form with
the Committee prior to January 1 of such Plan Year.
Each Deferral Election Form will designate the DCP Deferral Amounts as
a fixed dollar amount or fixed percentage (in increments of 1%) of Base Salary
and/or (i) a fixed dollar amount or a fixed percentage of Bonus, or (ii) 100% of
any Bonus exceeding a specified dollar amount, as elected by the Participant.
Deferrals of Base Salary will normally be deducted ratably during the Plan Year.
In its sole discretion, the Committee may also permit amounts that an Eligible
Employee has previously elected to defer under other plans or agreements with
the Company to be transferred to this Plan and credited to his Deferral Accounts
that are maintained hereunder.
(A) Minimum Deferral. For each Plan Year, the minimum amount of
Base Salary that a Participant may elect to defer is $5,000, if expressed
as a dollar amount, or 5% of Base Salary, if expressed as a percentage, and
the minimum amount of Bonus that a Participant may elect to defer is any of
the following: (I) $5,000, (II) 5% of Bonus, or (III) 100% of that portion
of any Bonus that exceeds a dollar amount specified by the Participant on
his Deferral Election Form.
(B) Maximum Deferral. For each Plan Year, the maximum amount of
Base Salary that a Participant may elect to defer is 75% of Base Salary,
and the maximum amount of Bonus that a Participant may elect to defer is
100% of Bonus.
(b) Early Payment Benefit Election. On the Deferral Election Form
filed pursuant to Section 4.1(a), an Eligible Employee may irrevocably elect to
receive the
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Compensation deferred pursuant to that election in a lump sum payment or in
annual installments over two (2) to five (5) years commencing prior to
Retirement on an Early Payment Date. If a Participant fails to designate the
form of distribution for an Early Payment Benefit, the distribution shall be in
the form of a lump sum. The Early Payment Date elected must be a year that
begins at least two (2) years after the end of the first Plan Year to which the
election applies. An Early Payment Benefit election filed for the Plan Year
beginning January 1, 2003, or for any subsequent Plan Year, shall be effective
for Compensation earned and deferred during that Plan Year and each subsequent
Plan Year until terminated in accordance with the terms of this Section 4.1;
provided, however, that deferrals of Compensation earned during any Plan Year
that ends less than two (2) years prior to the Early Payment Date will not be
subject to the Early Payment Benefit election and shall be paid upon the
Participant's termination of employment as set forth in Section 5.1 or 5.2, as
the case may be. A Participant may terminate an election for an Early Payment
Benefit with respect to Compensation deferred in any future Plan Year by filing
a new Deferral Election Form with the Committee prior to January 1 of such Plan
Year. A Participant may not, however, change the form of benefit or time of
commencement of Early Payment Benefit with respect to Compensation deferred
pursuant to a Deferral Election Form after that Deferral Election is filed
pursuant to Section 4.1(a).
A Participant may not at any time have more than two Early Payment
Dates scheduled. However, after an Early Payment Date has occurred and all
payments with respect to the corresponding Early Payment Date election have been
completed, a Participant may elect a new Early Payment Date for future deferrals
of Compensation.
4.2 DCP Deferral Accounts. The Committee shall establish and maintain a
separate DCP Deferral Account for each Participant. The amount credited to a
Participant's Deferral Account under the 1988 DCP as of December 31, 1998
remained credited to his DCP Deferral Account under this Plan as of January 1,
1999. A DCP Deferral Amount shall be credited by the Company to the
Participant's DCP Deferral Account as of the date that the Participant's Base
Salary or Bonus would otherwise have been paid. Such DCP Deferral Account shall
be debited by the amount of any payments made by the Company to the Participant
or the Participant's Beneficiary therefrom as of the date of payment. The
Committee shall establish an Early Payment Date Subaccount within a
Participant's DCP Deferral Account for each Early Payment Date elected by that
Participant. Any such Early Payment Date Subaccount shall be debited by the
amount of any Early Payment Benefit paid by the Company to the Participant on or
beginning on such Early Payment Date pursuant to Section 5.4 as of the date of
payment.
4.3 SEDCP Deferral Accounts. The Committee shall maintain a separate SEDCP
Deferral Account for each Participant who was a participant in the SEDCP on
December 31, 1998. The balance of such Participant's accounts under the SEDCP as
of December 31, 1998 remained credited to each such Participant's SEDCP Deferral
Account under this Plan as of January 1, 1999. SEDCP Deferral Accounts shall be
debited by the amount of any payments made by the Company to the Participant or
the Participant's Beneficiary therefrom as of the date of payment.
4.4 Interest. Each Deferral Account of a Participant shall be deemed to
bear interest on the monthly balance of such Deferral Account at the Declared
Rate for each Plan Year, compounded monthly. Except as provided in Section
5.2(a) with respect to SEDCP Deferral
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Accounts for Participants who die prior to becoming eligible for Retirement,
interest will be credited to each Deferral Account on a monthly basis on the
last day of each month as long as any amount remains credited to such Deferral
Account. Effective January 1, 2003, amounts of deferred Compensation that are
credited to a Deferral Account and amounts of Savings Plan Restoration
Contributions that are credited to a Savings Plan Restoration Account prior to
the end of a calendar month shall accrue interest from the date of crediting,
computed on the basis of a 30-day month based on days elapsed from date of
crediting to the end of the month.
4.5 Valuation of Deferral Accounts. The value of a Deferral Account as of
any date shall equal the amounts previously credited to such Deferral Account
less any payments debited to such Deferral Account plus the interest deemed to
be earned on such Deferral Account in accordance with Section 4.4 through the
end of the preceding month. When payments are made from a DCP Deferral Account
for any reason other than an Early Payment Benefit elected after January 1,
1994, such payments shall be deemed to be made on a proportionate or pro-rata
basis from DCP Deferral Amounts (including accumulated interest thereon) that
were earned and deferred under the 1988 DCP prior to January 1, 1994 and DCP
Deferral Amounts (including accumulated interest thereon) that were earned and
deferred after that date.
4.6 Savings Plan Restoration Contribution. For each Plan Year, the Company
shall credit to the Savings Plan Restoration Account of any Participant, an
amount equal to the amount by which the contribution that would otherwise have
been made by the Company on behalf of the Participant to the Savings Plan for
such Plan Year is reduced by reason of the reduction in the Participant's Base
Salary for such Plan Year because of deferrals under this Plan. The Savings Plan
Restoration Contribution shall be credited to the Savings Plan Restoration
Account of each Participant for each Plan Year at the same time as the Company
contribution for such Plan Year is made to the Savings Plan. A Participant's
interest in any credit to his Savings Plan Restoration Account and earnings
thereon shall vest at the same rate and at the same time as would have been the
case had such contribution been made to the Savings Plan. Notwithstanding
anything contained herein to the contrary, if, upon a Participant's termination
of employment, the Participant has not or does not become 100% vested in his
Savings Plan Restoration Account, the unvested portion of his Savings Plan
Restoration Account shall be forfeited prior to the determination of the amount
of any benefits under Sections 5.1, 5.6 or 5.7.
4.7 Statement of Deferral Accounts. The Committee shall submit to each
Participant, within 120 days after the close of each Plan Year, a statement in
such form as the Committee deems desirable, setting forth the Participant's
Deferral Account(s).
ARTICLE V
BENEFITS
5.1 Termination of Employment for a Reason Other Than Death.
(a) Form and Time of Benefit. Except as otherwise provided in this
Section 5.1, upon a Participant's termination of employment for a reason other
than death (including Retirement and Disability), the Company shall pay to the
Participant in a single lump sum within the first 90 days of the calendar year
following the Participant's termination of employment an amount equal to the
value of the Participant's Deferral Accounts as of the end of
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the month preceding payment (after reduction for any forfeitures as set forth in
Section 4.6). Any Retirement or Termination Benefits paid in annual installments
pursuant to Section 5.1(b) or 5.1(c) shall be paid within the first 90 days of
each calendar year, beginning with the year following the Participant's
Retirement or other termination of employment and shall be determined based on
the value of the Participant's Deferral Accounts as of the last day of the month
preceding payment.
(b) Retirement. A Participant may elect in his Distribution Election
Form to have the Retirement Benefit, which may consist solely of the
participant's Savings Plan Restoration Account, paid to him in a lump sum,
annual payments for any other number of years between two (2) and 20 years or,
if available as an option on the Distribution Election Form provided to the
Participant, in a combination of an initial lump sum payment followed by annual
installments over the next one (1) to 20 years. The amount of each annual
installment will be determined under either the Amortization Method or the
Fractional Method. Unless the Participant otherwise elects, the amount of any
such annual payments shall be calculated under the Amortization Method in the
case of a Participant retiring before 2004 and under the Fractional Method in
the case of a Participant retiring in 2004 and subsequent years. Any election of
an alternative form of distribution or the alternate method of calculating
installment amounts under this Section 5.1(b) must be made on a Distribution
Election Form and must be received by the Committee no later than the December
31 preceding the date of the Participant's Retirement and shall become effective
on the date that is 12 months after the Distribution Election Form is received
by the Committee..
A Participant may change his election as to the form of payment and/or
method of calculating annual installment amounts, provided that his change
election is made on a Distribution Election Form and such election is received
by the Committee no later than the December 31 preceding the date of the
Participant's Retirement, unless otherwise permitted by the Committee. Such
change in election shall become effective on the date that is 12 months after
the Distribution Election Form is received by the Committee. Subject to the
foregoing limitations, a Participant may make such election (or revoke a prior
election and make a new election) at any time. Any election (or modification or
revocation of a prior election) that is made later than the December 31
preceding the Participant's Retirement will be considered void and shall have no
force or effect, except as otherwise determined by the Committee.
(c) Termination Prior to Retirement. If a Participant's employment
with the Company terminates for any reason other than Retirement, Disability or
death, then Participant shall receive a Termination Benefit in a lump sum as
provided in Section 5.1(a); provided, however, at the sole discretion of the
Committee, no lump sum shall be payable and instead, the Company shall pay to
the Participant an annual amount for a period not to exceed three (3) years,
determined using the Fractional Method.
(d) Disability. If a Participant's employment with the Company
terminates prior to Retirement due to a Disability, then the Participant shall
receive a Disability Benefit in a lump sum within the first 90 days of the
calendar year following the calendar year in which the Participant attains age
55 in an amount equal to the value of the Participant's Deferral Accounts as of
the end of the month preceding payment.
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(e) Effect of Pre-Retirement Termination of Employment on Spousal
Survivor Benefits. Spousal survivor benefits (if any) under Section 5.3 of the
Plan shall not be payable to the spouse of a Participant who terminates
employment prior to Retirement and receives a Termination Benefit or a
Disability Benefit under this Section 5.1.
5.2 Beneficiary Benefits.
(a) If a Participant dies while employed by the Company prior to
becoming eligible for Retirement, the Company shall pay to the Participant's
Beneficiary in a single lump sum an amount equal to the value of the
Participant's DCP Deferral Account and Savings Plan Restoration Account, if any.
If such Participant also has an SEDCP Deferral Account, the Company will also
pay to the Participant's Beneficiary annual payments over the greater of (i) 10
years or (ii) until the Participant would have attained age 65 equal to 25% of
the amount deferred under the SEDCP (excluding any interest on such deferrals),
which payments shall be in full satisfaction of the benefits payable with
respect to the Participant's SEDCP Deferral Account. Notwithstanding the
foregoing, the Participant's Beneficiary shall instead be paid the amount
credited to the Participant's SEDCP Deferral Account as of the end of the month
in which his death occurred plus interest at a rate of 8% per annum, compounded
annually, from the end of such month and credited annually on each anniversary
of the end of such month payable in equal installments (using the Amortization
method) over the period described in the succeeding sentence, if the Committee
determines that the present value of such benefit is greater than the present
value of the benefit described in the preceding sentence. In comparing the
present value of these two alternative benefits, the Committee shall use in each
case a discount factor of 8%.
(b) If a Participant dies while employed by the Company after
becoming eligible for Retirement, the Company will pay to the Participant's
Beneficiary in a single lump sum a Beneficiary Benefit that is an amount equal
to the value of the Participant's Deferral Accounts.
(c) If a Participant dies after the commencement of payment of his
Retirement Benefit, then the remaining installments of the Retirement Benefit
shall be payable to his Beneficiary in the same amounts and at the same times as
such installment would have been paid to the Participant if he were living.
(d) Notwithstanding the foregoing provisions of this Section 5.2, a
Participant may elect at any time that if he dies prior to the commencement of
his Retirement Benefits, then the payment to his Beneficiary shall be made in
any form and calculated in any other manner described in Section 5.1(b). Such an
election shall be on a Distribution Election Form.
(e) The payment or payments to a Beneficiary of a deceased
Participant under this Section 5.2 shall be made or commence during the first 90
days of the calendar year following the year in which the Participant's death
occurred, and the amount of such payment shall be equal to, or determined based
on, the value of the Participant's Deferral Accounts as of the end of the month
preceding payment.
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(f) In the event that the Beneficiary of a deceased Participant dies
prior to the completion of payments under this Plan to that Beneficiary, all
remaining payments to that Beneficiary shall be paid in a lump sum to that
Beneficiary's estate.
5.3 Spousal Survivor Benefits with Respect to SEDCP Deferral Accounts. If
a Participant who has an SEDCP Deferral Account dies after becoming eligible for
Retirement or after commencement of payment of his Retirement Benefit and a
spouse to whom he had been married to for at least one (1) year prior to his
death survives beyond completion of payment of the Participant's SEDCP Deferral
Account balance, the Company shall pay such spouse a lump sum payment in an
amount equal to 10% of the Participant's SEDCP Deferral Account balance valued
as of the earlier of the date of the Participant's Retirement or death. Such
lump sum spousal survivor benefit shall be paid as soon as administratively
practicable following the later of the completion of payment of the
Participant's SEDCP Deferral Account balance or the Participant's death. No
benefit shall be payable under this Section 5.3 if the Participant's spouse does
not survive beyond completion of payment of the Participant's SEDCP Deferral
Account balance. Notwithstanding the foregoing, no spousal survivor benefit
shall be payable to the spouse of any Participant who received benefits pursuant
to Section 5.1(c) (Termination Benefit), Section 5.1(d) (Disability Benefit) or
Section 5.6 (Immediate Payment on Termination Event).
5.4 Early Payment. Payment of the amounts credited to any Early Payment
Date Subaccount of a Participant shall be paid or commence to be paid within the
first 90 days of the year elected as the Early Payment Date in accordance with
the Participant's election under Section 4.1(b), with any subsequent annual
payments paid in the first 90 days of each applicable year. The amount of each
annual installment will be determined under either the Amortization Method or
the Fractional Method. The amount of any such annual payments shall be
calculated under the Amortization Method for Early Payment Dates elected prior
to 2003 and unless the Participant otherwise irrevocably elects at the time of
making the Early Payment Benefit Election, under the Fractional Method for Early
Payment Dates elected in 2003 and later.
Notwithstanding the foregoing, if the Participant terminates
employment with the Company for any reason prior to commencement or completion
of all Early Payment Benefits, all such elections made by the Participant to
receive Early Payment Benefits shall terminate and any amounts remaining
credited to the Participant's Early Payment Date Subaccount(s) shall be paid,
together with the other amounts credited to the Participant's Deferral Account,
as set forth in Section 5.1 or 5.2, as the case may be.
5.5 Emergency Benefit. In the event that the Committee, upon written
petition of the Participant, determines in its sole discretion that the
Participant has suffered an unforeseeable financial emergency, the Company shall
pay to the Participant, as soon as practicable following such determination, an
amount up to the balance of the Participant's Deferral Accounts that is
necessary to meet the emergency ("Emergency Benefit"). Such payment shall come
first from the amounts not credited to any Early Payment Date Subaccount and, if
the Participant has elected two (2) Early Payment Dates, next from the Early
Payment Date Subaccount for the later Early Payment Date. No amount may be paid
to the Participant under this Section 5.5 from any unvested portion of the
Participant's Savings Plan Restoration Account. For purposes of this Plan, an
unforeseeable financial emergency is a severe financial hardship to the
Participant arising from a sudden and unexpected illness or accident of the
Participant or a dependent of the
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Participant, loss of the Participant's property due to a casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. Cash needs arising from
foreseeable events such as the purchase of a home or education expenses for
children shall normally not be considered to be the result of an unforeseeable
financial emergency.
Whenever a Participant receives a distribution under this Section 5.5,
the Participant will be deemed to have revoked all current deferral elections
under the Plan effective as of the date of the distribution. The Participant
will not be permitted to participate in the next enrollment period under the
Plan and will be precluded from electing to make new deferrals under the Plan
for a minimum period of one (1) year (or such lesser period as the Committee may
permit) following receipt of the distribution.
5.6 Immediate Payment on Termination Event. Upon petition of a Participant
within 60 days after any Termination Event or such other period as the Committee
may permit, the Committee, in its sole discretion, may direct the Company to pay
the balance of the Participant's Deferral Accounts, reduced by any unvested
portion of the Participant's Savings Plan Restoration Account, to him
immediately in a lump sum as a Termination Benefit pursuant to Section 5.1,
irrespective of whether the Participant terminates or continues employment with
the Company. Spousal survivor benefits (if any) under Section 5.3 of the Plan
shall not be payable to the spouse of a Participant who receives benefits under
this Section 5.6.
5.7 Small Benefit. Notwithstanding anything contained herein to the
contrary, in the event that the value of a Participant's Deferral Accounts as of
the end of the Plan Year in which the Participant's Retirement or other
termination of employment occurs is less than $20,000 (after reduction for any
forfeiture pursuant to Section 4.6), such amount (with interest to the end of
the month preceding the payment date) shall be paid in a cash lump sum without
regard to any contrary elections, unless the Committee determines otherwise.
5.8 Lump Sum Payment With Penalty. Notwithstanding any other provisions of
the Plan, in lieu of payments in accordance with the form previously elected by
the Participant, a Participant (or his Beneficiary, in the event of the
Participant's death) may elect at any time to receive an immediate lump sum
payment of all or part of the vested balance of the Participant's Deferral
Accounts, reduced by a penalty, which shall be forfeited to the Company, equal
to 10% of the amount withdrawn from the Participant's Deferral Accounts. Such
payment shall come first from the amounts not credited to any Early Payment Date
Subaccount and, if the Participant has elected two (2) Early Payment Dates, next
from the Early Payment Date Subaccount for the later Early Payment Date. No
amount may be paid to a Participant under this Section 5.8 from any unvested
portion of the Participant's Savings Plan Restoration Account.
Whenever a Participant receives a lump sum payment under this Section
5.8, the Participant will be deemed to have revoked all current deferral
elections under the Plan effective as of the date of the lump sum payment. The
Participant will not be permitted to participate in the next enrollment period
under the Plan and will be precluded from electing to make new deferrals under
the Plan for a minimum period of one (1) year (or such lesser period as the
Committee may permit) following receipt of the lump sum payment.
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5.9 Tax Withholding.
(a) To the extent required by the law in effect at the time payments
are made, the Company shall withhold from payments made hereunder the taxes
required to be withheld by Federal, state and local law.
(b) The Company shall have the right at its option to (i) require a
Participant to pay or provide for payment of the amount of any taxes that the
Company may be required to withhold with respect to interest or other amounts
that the Company credits to a Participant's Deferral Accounts or (ii) deduct
from any amount of salary, bonus or other payment otherwise payable in cash to
the Participant the amount of any taxes that the Company may be required to
withhold with respect to interest or other amounts that the Company credits to a
Participant's Deferral Accounts.
5.10 Termination of Employment. For the purpose of this Article V, a
Participant will be deemed to have terminated employment if the Participant
ceases to be an employee of any of the following:
(a) the Company;
(b) an Affiliate; or
(c) any other entity, whether or not incorporated, in which the
Company has an ownership interest, and the Committee has designated that
the Participant's commencement of employment with such entity upon
Participant's ceasing to be an employee of an entity described in (a) or
(b) above will not be deemed to be a termination of employment for purposes
of this Plan, provided that such designation shall be made in writing by
the Committee and shall be communicated to the Participant prior to his
commencement of employment with the entity so designated.
For the purposes of the preceding provisions, a Participant who ceases to be an
employee of an entity described in (a), (b) or (c) above shall not be deemed to
have terminated employment if such cessation of employment is followed
immediately by his commencement of employment with another entity described in
(a), (b) or (c) above.
5.11 Re-Employment. If a Participant's employment with the Company is
terminated and such Participant is re-employed by the Company prior to the
payment of his benefits in a cash lump sum payment or while he is receiving
benefits in the form of annual installment payments, the payment of the lump sum
amount or the future installments, as the case may be, shall be suspended until
he again terminates employment with the Company. Such Participant may elect to
again participate in this Plan and to defer additional Base Salary and/or Bonus
as provided in Section 4.1. Such rehired Participant may file a Distribution
Election Form as provided in Section 5.1(b) and/or Section 5.2(d) to be
applicable to all amounts deferred under this Plan (both before and after his
original termination of employment); provided, however, that such Distribution
Election Form shall not be effective as to the form of payment of Retirement
Benefits until 12 months after it is received by the Committee. Upon the
Participant's subsequent termination of employment with the Company, the total
amounts then credited to his Deferral Accounts shall be distributed in
accordance with Article V of this Plan and the most
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recently filed Distribution Election Form (if any) that has become effective. If
the Participant's original termination of employment was on account of
Retirement and he had elected a form of installment payout, then the amounts
credited to his Deferral Accounts at the time of his subsequent Retirement shall
be distributed over the number of years that were remaining in the payout period
at the time of his re-employment unless he filed a new Distribution Election
Form at least 12 months prior to his subsequent Retirement.
ARTICLE VI
BENEFICIARY DESIGNATION
Each Participant shall have the right, at any time, to designate any
person or persons as the Beneficiary to whom payments under this Plan shall be
made in the event of the Participant's death prior to complete distribution to
the Participant of the benefits due under the Plan. Each Beneficiary designation
shall become effective only when filed in writing with the Committee during the
Participant's lifetime on a paper form prescribed by the Committee. The filing
of a new Beneficiary designation form will cancel any inconsistent Beneficiary
designation previously filed.
If a Participant fails to designate a Beneficiary as provided above,
or if all designated Beneficiaries predecease the Participant, any benefits
remaining unpaid shall be paid in accordance with the Participant's Beneficiary
designation under the Company's Retirement Plan, and if there is no such valid
Beneficiary designation, to the Participant's then surviving spouse, or if none,
to the Participant's estate, unless directed otherwise by the court that has
jurisdiction over the assets belonging to the Participant's probate estate.
ARTICLE VII
CLAIMS PROCEDURE
All applications for benefits under the Plan shall be submitted to:
Occidental Petroleum Corporation, Attention: Deferred Compensation Plan
Committee, 10889 Wilshire Blvd., Los Angeles, CA 90024. Applications for
benefits must be in writing on the forms prescribed by the Committee and must be
signed by the Participant, or in the case of a Beneficiary Benefit, by the
Beneficiary or legal representative of the deceased Participant. Each
application shall be acted upon and approved or disapproved within 60 days
following its receipt by the Committee. If any application for a benefit is
denied, in whole or in part, the Committee shall notify the applicant in writing
of such denial and of his right to a review by the Committee and shall set forth
in a manner calculated to be understood by the applicant, specified reasons for
such denial, specific references to pertinent Plan provisions on which the
denial is based, a description of any additional material or information
necessary for the applicant to perfect his application, an explanation of why
such material or information is necessary, and an explanation of the Plan's
review procedure.
Any person, or his duly authorized representative, whose application
for benefits is denied in whole or in part, may appeal such denial to the
Committee for a review of the decision by submitting to the Committee within 60
days after receiving notice of the denial, a written statement:
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(a) requesting a review of his application for benefits by the
Committee;
(b) setting forth all of the grounds upon which his request for
review is based and any facts in support thereof; and
(c) setting forth any issues or comments which the applicant deems
relevant to his application.
The Committee shall act upon each such application within 60 days
after the later of receipt of the applicant's request for review by the
Committee or receipt of any additional materials reasonably requested by the
Committee from such applicant.
The Committee shall make a full and fair review of each such
application and any written materials submitted by the applicant or the Company
in connection therewith, and may require the Company or the applicant to submit
within 30 days of written notice by the Committee, such additional facts,
documents, or other evidence as the Committee, in its sole discretion, deems
necessary or advisable in making such a review. On the basis of its review, the
Committee shall make an independent determination of the applicant's eligibility
for benefits under the Plan. The decision of the Committee on any application
for benefits shall be final and conclusive upon all persons.
If the Committee denies an application in whole or in part, the
Committee shall give written notice of its decision to the applicant setting
forth in a manner calculated to be understood by the applicant, the specific
reasons for such denial and specific references to the pertinent Plan provisions
on which the Committee's decision was based.
No legal action may be commenced prior to the completion of the
benefit claims procedure described herein. In addition, no legal action may be
commenced after the later of (a) 180 days after receiving the written response
of the Committee to an appeal, or (b) 365 days after an applicant's original
application for benefits.
ARTICLE VIII
AMENDMENT AND TERMINATION OF PLAN
8.1 Amendment. The Board may amend the Plan in whole or in part at any
time for any reason, including but not limited to, tax, accounting or other
changes, which may result in termination of the Plan for future deferrals. The
Committee, in its discretion, may amend the Plan if the Committee determines
that such amendment does not significantly increase or decrease Plan benefits or
costs. Notwithstanding the foregoing, no amendment shall: (a) reduce the amounts
that have been credited to the Deferral Account(s) of any Participant prior to
the date such amendment is adopted, (b) eliminate the spousal survivor benefit
under Section 5.3, or (c) change the definition of the Declared Rate set forth
in Article II to a rate or to a formula that, as of the last day of the month
preceding the date such amendment is adopted, produces a rate that is less than
the lesser of: (i) Moodys Plus Three (as defined in Article II and calculated as
of the last day of the month preceding the date such amendment is adopted), or
(ii) the highest yield on any unsecured debt or preferred stock of the Company
that was outstanding on the last day of the month immediately preceding the date
such amendment is adopted. Any amendment that would either (i) reduce the
Declared Rate to a rate or to a formula that, as of the last day of the
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month preceding the date such amendment is adopted, produces a rate that is less
than Moodys Plus Three (as defined in Article II and calculated as of the last
day of the month preceding the date such amendment is adopted), or (ii) change
the terms of the amendment provisions of this Section 8.1 or the terms of the
termination provisions of Section 8.2, shall not be effective prior to the date
that is two years after the date such amendment is adopted, unless the amendment
is required by a change in the tax or other applicable laws or accounting rules.
Notwithstanding the foregoing, following a Termination Event, no amendment
shall: (a) reduce the amounts that have been credited to the Deferral Account(s)
of any Participant prior to the date such amendment is adopted, (b) eliminate
the spousal survivor benefit under Section 5.3, (c) change the definition of the
Declared Rate set forth in Article II to a rate or to a formula that, as of the
last day of the month preceding the date of the Termination Event, produces a
rate that is less than Moodys Plus Three (as defined in Article II and
calculated as of the last day of the month preceding the date of the Termination
Event), or (d) change the terms of the amendment provisions of this Section 8.1
or the terms of the termination provisions of Section 8.2.
8.2 Termination.
(a) Company's Right to Terminate. The Board may terminate the Plan at
any time, if in the Board's judgment, the continuance of the Plan would not be
in the Company's best interest due to tax, accounting or other effects thereof,
or potential payouts thereunder, provided that any termination of the Plan shall
not be effective prior to the date that is two years after the date the Board
adopts a resolution to terminate the Plan, unless the termination of the Plan is
required by a change in the tax or other applicable laws or accounting rules.
Notwithstanding the foregoing, following a Termination Event, the Plan may not
be terminated prior to the date that is three years after the date the
Termination Event occurs. In the event the Board adopts a resolution terminating
the Plan, the Board or the Committee shall determine the date as of which all
deferral elections shall cease to apply so that no further Base Salary or Bonus
shall be deferred under the Plan.
(b) Payments Upon Termination. Upon any termination of the Plan under
this Section 8.2, the Board or Committee shall determine the date or dates of
Plan distributions to the Participants, which date or dates shall not be later
than the date or dates on which the Participants or their Beneficiaries would
otherwise receive benefits hereunder.
ARTICLE IX
MISCELLANEOUS
9.1 Unsecured General Creditor. The rights of a Participant, Beneficiary,
or their heirs, successors, and assigns, as relates to any Company promises
hereunder, shall not be secured by any specific assets of the Company, nor shall
any assets of the Company be designated as attributable or allocated to the
satisfaction of such promises.
9.2 Trust Fund. The Company shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, the Company may establish
one or more trusts, with such trustees as the Board or Committee may approve,
for the purpose of providing for the payment of such benefits. Such trust or
trusts may be irrevocable, but the assets thereof shall be subject to the claims
of the Company's creditors. To the extent any benefits provided under the
17
Plan are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.
9.3 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, or interest therein
which are, and all rights to which are, expressly declared to be unassignable
and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.
9.4 Employment Not Guaranteed. Nothing contained in this Plan nor any
action taken hereunder shall be construed as a contract of employment or as
giving any Participant any right to be retained in employment with the Company.
Accordingly, subject to the terms of any written employment agreement to the
contrary, the Company shall have the right to terminate or change the terms of
employment of a Participant at any time and for any reason whatsoever, with or
without cause.
9.5 Gender, Singular & Plural. All pronouns and any variations thereof
shall be deemed to refer to the masculine or feminine as the identity of the
person or persons may require. As the context may require, the singular may be
read as the plural and the plural as the singular.
9.6 Captions. The captions of the articles, sections, and paragraphs of
the Plan are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
9.7 Validity. In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect whatsoever,
the validity of any other provision of this Plan.
9.8 Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the principal office of the Company.
Such notice shall be deemed given as to the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
9.9 Applicable Law. The Plan shall be governed by and construed in
accordance with the laws of the State of California to the extent such laws are
not preempted by the Employee Retirement Income Security Act of 1974, as
amended.
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IN WITNESS WHEREOF, the Company has executed this document this 19th
day of December, 2002.
OCCIDENTAL PETROLEUM CORPORATION
By /s/ RICHARD W. HALLOCK
------------------------------------
Richard W. Hallock
Executive Vice-President,
Human Resources
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