EXHIBIT 10.23
OCCIDENTAL PETROLEUM CORPORATION
DEFERRED COMPENSATION PLAN
(Amended and Restated Effective as of January 1, 1999)
OCCIDENTAL PETROLEUM CORPORATION
DEFERRED COMPENSATION PLAN
(Amended and Restated Effective as of January 1, 1999)
ARTICLE I
PURPOSE
The purpose of this Deferred Compensation Plan (the "Plan") is to
provide a tax-advantaged way for key management and other highly compensated
employees of Occidental Petroleum Corporation and its Affiliates to accumulate
additional income for retirement or planned savings for future needs.
ARTICLE II
DEFINITIONS AND CERTAIN PROVISIONS
Affiliate. "Affiliate" means any corporation or unincorporated entity
which is controlled by or under common control with Occidental Petroleum
Corporation.
Base Salary. "Base Salary" means a Participant's annual base salary,
excluding Bonus, all severance allowances, forms of incentive compensation, any
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
sanctioned by Section 401(k) of the Internal Revenue Code.
Beneficiary. "Beneficiary" means the person or persons designated as
such in accordance with Article VI.
Board. "Board" means the Board of Directors of the Company.
Bonus. "Bonus" means the bonus awarded to a Participant during the
Plan Year in question prior to reduction for any deferral under this Plan or any
other plan of the Company.
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.
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Declared Rate. "Declared Rate" with respect to any Plan Year means the
interest rate which will be credited on Deferral Accounts for such Plan Year.
The Declared Rate for each Plan Year commencing in 1999 and thereafter will be
equal to (A) 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 before the Plan Year in question plus (B) three
percent (3%). The Declared Rate will be announced on or before January 1 of the
applicable Plan Year. Notwithstanding the foregoing, the Declared Rate on
Deferral Amounts which were earned and deferred prior to 1994 (including bonuses
which were earned for 1993), together with accumulated interest thereon, will in
no event be less than eight percent (8%) for any Plan Year. Accordingly, the
Declared Rate for any Plan Year commencing in 1994 or thereafter may be
different for Deferral Amounts which were earned and deferred prior or
subsequent to January 1, 1994. The Company reserves the right to change the
Declared Rate at any time, but only on a prospective basis; provided that
Deferral Amounts which were earned and deferred prior to 1994 will continue to
be credited with interest at not less than eight percent (8%) per annum.
Deferral Account. "Deferral Account" means the account maintained on
the books of account of the Company for each Participant pursuant to Article IV.
Deferral Amount. "Deferral Amount" means an amount of a Participant's
Base Salary or Bonus which is deferred under this Plan.
Disability. "Disability" means a condition that qualifies as a
disability under the Company's Retirement Plan approved by the Committee.
Early Payment Benefit. "Early Payment Benefit" means the payment to a
Participant of part or all of his Deferral Account on an Early Payment Date
prior to Retirement pursuant to Section 5.5.
Early Payment Date. "Early Payment Date" means any date prior to
Retirement on which a Participant elects to receive an Early Payment Benefit
pursuant to Section 5.5.
Election Form. "Election Form" means an Eligible Employee's written,
irrevocable election to defer Base Salary and/or Bonus in accordance with
Article IV.
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 Account in the event that the
Participant has an unforeseeable financial emergency pursuant to Section 5.6.
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Enrollment Agreement. "Enrollment Agreement" means the written
agreement entered into by the Company and an Eligible Employee pursuant to which
the Eligible Employee becomes a Participant in the Plan. In the sole discretion
of the Company, Election Forms filed by any Participant by which the Participant
makes the elections provided for by this Plan may be treated as a completed and
fully executed Enrollment Agreement for all purposes under the Plan.
Participant. "Participant" means an Eligible Employee who has filed a
completed and fully executed Enrollment Agreement with the Committee and is
participating in the Plan in accordance with the provisions of Article IV.
Plan Year. "Plan Year" means the calendar year beginning January 1 and
ending December 31.
Retirement. "Retirement" means termination of a Participant's
employment with the Company for reasons other than death after the Participant
attains age 55 and completes five (5) Years of Service.
Retirement Benefit. "Retirement Benefit" means the payment to a
Participant of the Participant's Deferral Account following Retirement pursuant
to Section 5.1.
Retirement Plan. "Retirement Plan" means the Occidental Petroleum
Corporation Retirement Plan, as amended from time to time.
Retirement Plan Restoration Account. "Retirement Plan Restoration
Account" means the account maintained on the books of account of the Company for
each affected Participant pursuant to Section 5.7.
Retirement Plan Restoration Benefit. "Retirement Plan Restoration
Benefit" means the payment to a Participant of the Participant's Retirement Plan
Restoration Account pursuant to Section 5.7.
Savings Plan. "Savings Plan" means the Occidental Petroleum
Corporation Savings Plan, as amended from time to time.
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
4.5.
Service. "Service" means the period of time during which an employment
relationship exists between a Participant and the Company, including the period
of time such relationship existed prior to the time when the employee in
question became a Participant.
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Termination Benefit. "Termination Benefit" means the payment to a
Participant of the Participant's Deferral Account on account of his termination
of employment other than due to Retirement, Disability or death pursuant to
Section 5.2.
Termination Event. "Termination Event" means:
(a) the dissolution or liquidation of the Company;
(b) the reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Common Stock of the
Company is exchanged for or converted into cash or property or securities
not issued by the Company, unless the reorganization, merger or
consolidation shall have been affirmatively recommended to the Company's
stockholders by a majority of the members of the Company's Board of
Directors;
(c) the acquisition of substantially all of the property or of
more than thirty-five percent (35%) of the voting power of the Company by
any person or entity;
(d) the occurrence of any circumstance having the effect that
directors who were nominated for election as directors by the Nominating
Committee of the Company's Board of Directors shall cease to constitute a
majority of the authorized number of directors of the Company;
(e) the dissemination to the stockholders of the Company of a
proxy statement seeking stockholder approval of a Termination Event of the
type described in (b) above; or
(f) the publication or dissemination of an announcement of an
action intended to result in a Termination Event of the type described in
(c) or (d) above.
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
An administrative committee shall be appointed by the Company's Chief
Executive Officer 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. All decisions of the Committee shall be by vote of at least two of
the Committee members and shall be final.
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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.
ARTICLE IV
PARTICIPATION
4.1 Election to Participate. An Eligible Employee may elect to
participate in the Plan by filing a completed and fully executed Enrollment
Agreement with the Corporate Compensation Department. An Eligible Employee may
thereafter elect to defer annual Base Salary and/or Bonus under the Plan for any
Plan Year by filing a completed and fully executed irrevocable Election Form
with the Corporate Compensation Department prior to the beginning of such Plan
Year or at such other time as the Committee may permit. 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. Unless otherwise authorized by the Committee,
a separate Election Form will be required for each Plan Year, and the
irrevocable Election Form will designate the Deferral Amounts as a fixed dollar
amount (in increments of $1,000) for Base Salary and/or (A) a fixed percentage
of bonus (in increments of 10%) or (B) 100% of the remainder of any bonus above
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 which 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 Account which is
maintained hereunder.
(a) Minimum Deferral. The minimum deferral for any Plan Year
shall be (i) Five Thousand U.S. Dollars (U.S. $5,000.00) for Base Salary
and (ii) ten percent (10%) for Bonus.
(b) Maximum Deferral. The maximum deferral for any Plan Year
shall be (i) seventy-five percent (75%) for Base Salary and (ii) one
hundred percent (100%) for Bonus.
4.2 Deferral Accounts. The Committee shall establish and maintain a
separate Deferral Account for each Participant. A Deferral Amount shall be
credited by the Company to the Participant's Deferral Account no later than the
first day of the month following the month in which the Participant's Base
Salary or Bonus would otherwise have been paid. Such Deferral Account shall be
debited by the amount of any payments made by the Company to the Participant or
the Participant's Beneficiary therefrom.
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4.3 Interest. Each Deferral Account of a Participant shall be deemed
to bear interest on the balance from month-to-month in such Deferral Account at
the Declared Rate for each Plan Year, compounded monthly, from the date such
Deferral Account was established through the date of complete distribution of
the Deferral Account. Interest will be credited to each Deferral Account on a
monthly basis on the last day of each month.
4.4 Valuation of Accounts. The value of a Deferral Account as of any
date shall equal the amounts theretofore credited to such account less any
payments debited to such account plus the interest deemed to be earned on such
account in accordance with Section 4.3 through the end of the preceding month.
When payments are made from a Deferral Account for any reason, such payments
shall be deemed to be made on a proportionate or pro-rata basis from Deferral
Amounts (including accumulated interest thereon) which were earned and deferred
prior and subsequent to January 1, 1994.
4.5 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 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
under this Plan. The Savings Plan restoration contribution shall be credited to
the Savings Plan Restoration Account 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. Interest will
be credited on a Savings Plan Restoration Account at the same rate and in the
same manner as if it were a Deferral Account in accordance with Section 4.3.
Upon death, Retirement or other termination of employment, the
vested portion of the Participant's Savings Plan Restoration Account shall be
paid to the Participant (or his Beneficiary in the event of the Participant's
death) in a single lump sum during the first 90 days of the year following the
year of such event.
4.6 Statement of 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 balance standing to
the credit of each Participant in each of his Deferral Accounts and his Savings
Plan Restoration Account.
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ARTICLE V
BENEFITS
5.1 Retirement Benefit. Upon Retirement, the Company shall pay to the
Participant with respect to his Deferral Account an annual amount for fifteen
(15) years beginning in the year following his Retirement, the sum of which
payments shall equal (a) the value of the Deferral Account determined under
Section 4.4 as of the end of the year in which his Retirement occurs plus (b)
the interest that will accrue on the unpaid balance in such Deferral Account
during such fifteen year (15) period pursuant to Section 4.3 ("Retirement
Benefit"). For each year after the initial Retirement Benefit payment is made,
the annual Retirement Benefit payment shall be redetermined based upon the value
of the Deferral Account at that time, plus the interest that will accrue
pursuant to Section 4.3 for the remaining period of annual payments. A
Participant may instead elect in his Enrollment Agreement to have the Retirement
Benefit paid to him in annual payments for either five (5), ten (10) or twenty
(20) years or in a single lump sum payment. The amount of any such annual
payments shall be calculated in accordance with the principles stated in the
preceding sentences. Annual payments will normally be made during the first 90
days of the year.
The Committee, in its sole discretion, may permit a Participant
to change his election as to the form of payment upon written petition of the
Participant. In order to be effective, a Participant's election (or modification
or revocation of a prior election) of the form of payment of his Retirement
Benefit must be made not later than 12 months before the Participant's
Retirement, unless otherwise permitted by the Committee. Subject to the
foregoing limitation, 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) which is made later than 12 months prior to the
Participant's Retirement will be considered void and shall have no force or
effect, except as otherwise determined by the Committee.
5.2 Termination Benefit. If a Participant shall cease to be an
employee of the Company for any reason other than Retirement or death, the
Company shall pay to the Participant in one lump sum, except as provided in
Section 5.5 for Early Payment Benefits, an amount (the "Termination Benefit")
equal to the value of his Deferral Account during the first 90 days of the year
following the year of termination; 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 each year for a period not to exceed three
years beginning in the year following his termination of employment, the sum of
which payments shall equal (a) the value of the Deferral Account determined
under Section 4.4 as of the end of the year in which he terminates employment
plus (b) the interest that will accrue on the unpaid balance from month-to-month
in such Deferral
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Account during such three year period at the Declared Rate, compounded monthly.
Annual payments will normally be made during the first 90 days of the year.
5.3 Disability. If a Participant shall cease to be an employee of the
Company prior to Retirement due to a Disability, no distribution shall be made
until the earliest to occur of the Participant's Retirement, death or
termination of employment, provided that any such Participant may, at any time
during the period of his Disability, petition to the Committee for an emergency
benefit pursuant to Section 5.6.
5.4 Survivor Benefits.
(a) If a Participant dies while employed with the Company prior
to becoming eligible for Retirement, the Company will pay to the
Participant's Beneficiary in one lump sum, except as provided in Section
5.5 for Early Payment Benefits, an amount equal to the value of the
Participant's Deferral Account.
(b) If a Participant dies after becoming eligible for Retirement
or after the commencement of payment of Retirement Benefits, the Company
will pay to the Participant's Beneficiary the remaining installments of the
Retirement Benefits which would have been payable to the Participant for
the balance of the payment period elected by the Participant. If payments
have not yet commenced, payments will commence in the year following the
year of the Participant's death, irrespective of when Retirement Benefit
payments would have commenced if the Participant had survived.
(c) Spouses of participants who participated in the Senior
Executive Deferred Compensation Plan may be eligible for additional
survivor benefits.
5.5 Early Payment. A Participant may elect, in such manner as the
Committee may permit in any Election Form, to receive part or all of the
Deferral Amounts covered by such Election Form in a lump sum payment or
installments ("Early Payment Benefit") commencing on a date prior to Retirement
designated in such Election Form ("Early Payment Date").
The Early Payment Date on any Election Form may be any date which is at least
two years after completion of deferral of the Deferral Amounts covered by such
Election Form. If the Participant retires, terminates employment, becomes
disabled or dies prior to commencement or completion of all Early Payment
Benefits, all such elections made by the Participant to receive Early Payment
Benefits shall continue in force. However, any such Early Payments Benefits
which have not yet commenced shall commence in the year following such event.
Annual payments will normally be made during the first 90 days of the year.
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5.6 Emergency Benefit. In the event that the Committee, upon written
petition of the Participant (or his Beneficiary, in the event of the
Participant's death), determines, in its sole discretion, that the Participant
or Beneficiary has suffered an unforeseeable financial emergency, the Company
shall pay to the Participant, as soon as practicable following such
determination, such amount up to the balance of his Deferral Account which is
necessary to meet the emergency ("Emergency Benefit"). For purposes of this
Plan, an unforeseeable financial emergency is an unexpected need for cash
arising from an illness, casualty loss, divorce, sudden financial reversal, or
other such unforeseeable occurrence. 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.
5.7 Retirement Plan Restoration Benefit. In addition to the other
benefits provided for in this Article V, the Company shall pay a Retirement Plan
Restoration Benefit to Participants who have elected to defer a portion of their
Base Salary in accordance with this Plan and thereby receive a reduced benefit
under the Retirement Plan. To the extent not provided under any other plan of
the Company, a credit shall be made to a Retirement Plan Restoration Account
established under this Plan for the Participant. The Committee shall determine
the methods and procedures for computation and payment of the Retirement Plan
Restoration Benefit and shall have the right to amend or revise these methods
and procedures from time to time, in its complete and sole discretion.
5.8 Immediate Payment on Termination Event. Upon petition of a
Participant within sixty (60) days after any Termination Event or such other
period as the Committee may permit, the Committee, in its sole discretion, may
pay the balance of the Participant's Deferral Account to him immediately in a
lump sum as a Termination Benefit pursuant to Section 5.2, irrespective of
whether the Participant terminates or continues employment with the Company.
5.9 Small Benefit. In the event that the Committee determines, in its
sole discretion, that the amount of any benefit is too small to make it
administratively convenient to pay such benefit over time, the Committee may pay
the benefit in a lump sum.
5.10 Lump Sum Payment With Penalty. Notwithstanding any other
provisions of the Plan, a Participant or a Beneficiary of a deceased Participant
may elect at any time to receive an immediate lump sum payment of all or part of
the vested balance of his Deferral Account, reduced by a penalty, which shall be
forfeited to the Company, equal to ten percent (10%) of the amount withdrawn
from such Deferral Account, in lieu of payments in accordance with the form
previously elected by the Participant.
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Whenever a Participant receives a lump sum payment under this
Section 5.10, the Participant will be deemed to elect to revoke all current
deferral commitments 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 year (or such lesser period
as the Committee may permit) following receipt of the lump sum payment.
5.11 Withholding; Unemployment Taxes. To the extent required by the
law in effect at the time payments are made, the Company shall withhold from
payments made hereunder the minimum taxes required to be withheld by the Federal
or any state or local government.
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 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 or die prior to
complete distribution of the Participant's benefits, such benefits 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,
until directed otherwise by the court that has jurisdiction over the assets
belonging to the Participant's probate estate.
ARTICLE VII
AMENDMENT AND TERMINATION OF PLAN
7.1 Amendment. The Board may at any time amend the Plan in whole or
in part for any reason, including but not limited to tax, accounting or other
changes, which may result in termination of the Plan for future deferrals,
provided, however, that no amendment shall be effective to decrease the benefits
under the Plan payable to any Participant which have accrued prior to the date
of such amendment. The Committee, in its
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discretion, may amend the Plan if it finds that such amendment does not
significantly increase or decrease Plan benefits or costs.
7.2 Termination.
(a) Company's Right to Terminate. The Board or the Committee may
at any time terminate the Plan, if in the Board's or the Committee'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.
(b) Payments Upon Termination. Upon any termination of the Plan
under this Section 7.2, 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. Deferral Amounts
shall prospectively cease to be deferred as of the date determined by the
Board or Committee.
ARTICLE VIII
MISCELLANEOUS
8.1 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.
8.2 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 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.
8.3 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
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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.
8.4 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.
8.5 Obligations to Company. If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the Participant has
outstanding any debt, obligation, or other liability representing an amount
owing to the Company, then the Company may offset such amount owed to it against
the amount of benefits otherwise distributable. Such determination shall be made
by the Committee.
8.6 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.
8.7 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.
8.8 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.
8.9 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, directed to the attention of the Company's Executive Vice
President, Human Resources. 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.
8.10 Applicable Law. The Plan shall be governed and construed in
accordance with the laws of the State of California.
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