EXHIBIT 10.64
AMENDMENT NUMBER 1
TO THE
OCCIDENTAL PETROLEUM CORPORATION
2005 DEFERRED STOCK PROGRAM
WHEREAS, Occidental Petroleum Corporation (the "Company") maintains
the Occidental Petroleum Corporation Deferred Stock Program (the "DSP"), the
purpose of which is to provide a tax-deferred opportunity for key management and
highly compensated employees of the Company and its affiliates to accumulate
additional retirement income through deferrals of equity-based compensation;
WHEREAS, the American Jobs Creation Act of 2004 added a new Section
409A to the Internal Revenue Code establishing new rules regarding the taxation
of nonqualified deferred compensation plans, effective for amounts deferred
after December 31, 2004 (the "New Law");
WHEREAS, under the New Law, amounts deferred on and after January 1,
2005 under the DSP would be immediately taxable to participants because of
certain provisions of the DSP that are not compliant with the New Law;
WHEREAS, the Board of Directors of the Company (the "Board") adopted,
effective January 1, 2005, the Occidental Petroleum Corporation 2005 Deferred
Stock Program (the "2005 DSP") to continue to provide a tax-deferred opportunity
for key management and highly compensated employees of the Company and its
affiliates to accumulate additional retirement income through deferrals of
equity-based compensation in compliance with the New Law;
WHEREAS, recent guidance issued by the Internal Revenue Service
specifies that the deferral of any portion of an award under the DSP that
becomes vested after December 31, 2004 will be treated as an amount deferred
after December 31, 2004 for purposes of the New Law; and
WHEREAS, it is therefore desirable to amend the 2005 DSP to allow the
redirection of the deferrals of certain unvested or partially unvested awards to
the 2005 DSP.
NOW, THEREFORE, effective as of January 1, 2005, the 2005 DSP is
hereby amended as follows:
ARTICLE IV
DEFERRED SHARE ACCOUNTS
1. Article IV is amended by adding a new Section 4.1(c) to read as
follows:
"(c) Deferred Shares under Awards Granted before the Effective
Date.
(i) Deferral under this Program. Any share units subject to
a Qualifying Performance Stock Award for the period ending December
31, 2004 that an employee of the Company elected to defer in
accordance with the terms of the Occidental Petroleum Deferred Stock
Program (the "Prior Program") shall be deferred under this Program
instead of the Prior Program. In addition, any share units subject to
a Qualifying Restricted Share Unit Award granted before the Effective
Date that become vested after December 31, 2004 shall be deferred
under this Program instead of the Prior Program. Any share units
described in the preceding two sentences shall be credited to the
individual's Deferred Share Account as set forth in Section 4.1(a) and
shall be subject to the terms and conditions of this Program,
including without limitation, any distribution election made under
Section 4.4 of this Program and any Dividend Equivalent election made
under Section 4.2 of this Program; provided, however, that if such
individual has not filed a Distribution Election Form as provided
under Section 4.4 or a Dividend Equivalent election as provided under
Section 4.4, he may file such elections at any time prior to February
__, 2005, which elections shall then apply with respect to all share
units subsequently credited to his Deferred Stock Account. If such a
participant who has not previously filed a Distribution Election Form
fails to file a Distribution Election Form by the date specified
above, he will be deemed to have elected a lump sum form of payment.
If such a participant who has not previously filed a Dividend
Equivalent election fails to file a Dividend Equivalent election by
the date specified above, he will be deemed to have elected Current
Dividend Equivalents. The Qualifying Restricted Share Unit Awards with
unvested share units as of December 31, 2004 are listed in Appendix A
to this Program.
(ii) Opportunity to Revoke Deferral Elections for Qualifying
Performance Stock Award. Notwithstanding anything contained herein to
the contrary, any participant in the Prior Program who elected to
defer his Qualifying Performance Stock Award for the period ending
December 31, 2004 may revoke his deferral election as provided in this
Section 4.1(c). Such election must be in writing on a form provided by
the Committee and must be filed with the Committee on or before
February 4, 2005. Any participant in the Prior Program who revokes his
deferral election for his Qualifying Performance Stock Award for the
period ending December 31, 2004 shall receive payment of such award at
or about the same time as such award would be payable under its terms
without regard to any deferral election."
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ADDITION OF APPENDIX A
2. The Program is amended by adding an Appendix A thereto to read as
follows:
APPENDIX A
QUALIFYING RESTRICTED SHARE UNIT AWARDS
WITH UNVESTED SHARE UNITS
AS OF DECEMBER 31, 2004
Set forth below are the Qualifying Restricted Share Unit Awards with
unvested share units as of December 31, 2004:
AWARD DATE UNVESTED TRAUNCHES
---------- ------------------
July 17, 2002 1
December 9, 2002 3
July 16, 2003 2
December 8, 2003 4
July 14, 2004 3
IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this amendment this 10th day of February, 2005.
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ RICHARD W. HALLOCK
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Richard W. Hallock
Executive Vice-President, Human Resources
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