EXHIBIT 10.3
OCCIDENTAL PETROLEUM CORPORATION
RESTRICTED STOCK AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
Name of Grantee:
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Date of Grant:
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Number of Shares of Restricted Stock:
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This AGREEMENT (the "Agreement") made as of the Date of Grant by and between
OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (hereinafter called
"Occidental," and, collectively with its Subsidiaries, the "Company"), and
Grantee.
1. GRANT OF RESTRICTED STOCK. Subject to and upon the terms, conditions,
and restrictions set forth in this Agreement and in the Occidental Petroleum
Corporation 1996 Restricted Stock Plan for Non-Employee Directors, as amended,
(the "Plan"), Occidental hereby grants to the Grantee as of the Date of Grant,
the number of shares of Restricted Stock set forth above. The Restricted Stock
shall be fully paid and nonassessable and shall be issued by Occidental's
registrar and stock transfer agent in book-entry form in the name of the
Grantee.
2. RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK. The shares of Restricted
Stock may not be transferred, sold, pledged, exchanged, assigned or otherwise
encumbered or disposed of by the Grantee, except to Occidental, until they have
become nonforfeitable in accordance with Section 3; provided, however, that the
Grantee may designate from time to time any beneficiary or beneficiaries to whom
any shares of Restricted Stock and any cash amounts are to be paid in case of
the Grantee's death before receipt of such Restricted Stock and cash. If a
written beneficiary designation is not on file with the Company at the time of
Grantee's death, the Grantee's interest in the Restricted Stock will be
transferred by will or the laws of descent and distribution. Until the shares of
Restricted Stock become nonforfeitable in accordance with Section 3,
Occidental's registrar and stock transfer agent will place a restricted legend
stop on the book-entry shares. Any purported transfer, encumbrance or other
disposition of the Restricted Stock that is in violation of this Section 2 shall
be null and void, and the other party to any such purported transaction shall
not obtain any rights to or interest in the Restricted Stock.
3. VESTING OF RESTRICTED STOCK. The Restricted Stock shall become
nonforfeitable the day following the date that the Grantee ceases serving as a
member of the Board of Directors of the Company. Notwithstanding the provisions
of this Section 3, all of the shares of Restricted Stock shall immediately
become nonforfeitable in the event of a "Change of Control," as defined in the
Plan.
4. DIVIDEND, VOTING AND OTHER RIGHTS. Except as otherwise provided
herein, the Grantee shall have all of the rights of a stockholder with respect
to the shares of Restricted Stock, including the right to vote such shares and
receive any dividends that may be paid thereon; provided, however, that any
additional shares of Common Stock or other securities that the Grantee may
become entitled to receive pursuant to a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation, separation or
reorganization or any other
change in the capital structure of Occidental shall be subject to the same
restrictions as the shares of Restricted Stock.
5. RETENTION AS DIRECTOR. Nothing contained in this Agreement shall
interfere with or limit in any way the right of the stockholders of the Company
to remove the Grantee from the Board of Directors of the Company pursuant to the
by-laws of the Company, nor confer upon any Grantee any right to continue in the
service of the Company as a member of the Board of Directors.
6. TAXES AND WITHHOLDING. The Company shall withhold any federal, state,
local or foreign tax in connection with the issuance or vesting of any
Restricted Stock. Unless the Grantee shall have made other arrangements
satisfactory to the Committee in its sole discretion, the Grantee shall satisfy
any such withholding obligation by surrendering to the Company a portion of the
shares of Common Stock that are issued or transferred to the Grantee hereunder,
and the shares of Common Stock so surrendered by the Grantee shall be credited
against any such withholding obligation at the Fair Market Value per Share of
such shares on the date of such surrender.
7. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal, state and foreign securities laws; provided,
however, notwithstanding any other provision of this Agreement, the Company
shall not be obligated to issue any Common Stock or other securities pursuant to
this Agreement if the issuance thereof would result in a violation of any such
law.
8. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the rights
of the Grantee under this Agreement without the Grantee's consent.
9. SEVERABILITY. In the event that one or more of the provisions of this
Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.
10. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions between this
Agreement and the Plan, the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Plan.
11. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer and Grantee has also executed this
Agreement in duplicate, as of the day and year first above written.
OCCIDENTAL PETROLEUM CORPORATION
By:
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The Undersigned Grantee hereby (i) acknowledges receipt of an executed
original of this Agreement and a copy of the Memorandum, dated ________________,
and (ii) accepts the right to receive the Common Stock or other securities
covered hereby, subject to the terms and conditions of the Plan and the terms
and conditions hereinabove set forth.
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Grantee
Date:
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