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EXHIBIT 10.3
OCCIDENTAL PETROLEUM CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Amended and Restated Effective as of January 1, 1999
[Reflecting Amendments Effective through March 1, 2001]
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OCCIDENTAL PETROLEUM CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Amended and Restated Effective as of January 1, 1999
[Reflecting Amendments Effective through March 1, 2001]
TABLE OF CONTENTS
SECTION PAGE
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 Establishment and Purpose 1
1.2 Application of Plan 1
ARTICLE II
DEFINITIONS
2.1 Definitions 2
2.2 Gender and Number 4
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 Participation Prior to 1999 5
3.2 Participation after 1998 5
ARTICLE IV
BENEFITS
4.1 Allocations Relating to the Retirement Plan 7
4.2 Allocations Relating to the Savings Plan 8
4.3 Allocations Relating to the Deferred Compensation Plan 8
4.4 Contributions 9
4.5 Maintenance of Accounts 9
4.6 Vesting and Forfeiture 10
4.7 Payment 10
4.8 Death 12
4.9 Tax Withholding 13
4.10 Termination of Employment 13
ARTICLE V
ADMINISTRATION
5.1 Administrative Committee 14
5.2 Uniform Rules 14
5.3 Notice of Address 15
5.4 Records 15
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OCCIDENTAL PETROLEUM CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Amended and Restated Effective as of January 1, 1999
[Reflecting Amendments Effective through March 1, 2001]
TABLE OF CONTENTS
SECTION PAGE
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment and Termination 16
6.2 Reorganization of Employer 16
6.3 Protected Benefits 16
ARTICLE VII
CLAIMS PROCEDURE
7.1 Claims and Appeals Procedure 18
ARTICLE VIII
GENERAL PROVISIONS
8.1 Nonassignability 21
8.2 Employment Rights 21
8.3 Illegality of Particular Provision 21
8.4 Applicable Laws 21
APPENDIX A
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OCCIDENTAL PETROLEUM CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Amended and Restated Effective as of January 1, 1999
[Reflecting Amendments Effective through March 1, 2001]
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 Establishment and Purpose. Occidental Petroleum Corporation (the
"Company") hereby amends and restates the OCCIDENTAL PETROLEUM CORPORATION
SUPPLEMENTAL RETIREMENT PLAN (the "Plan") effective as of January 1, 1999. The
restatement reflects the merger of the Plan with the Occidental Petroleum
Corporation Senior Executive Supplemental Retirement Plan (the "SESRP"). The
Plan is intended to be exempt from the participation, vesting, funding, and
fiduciary requirements of Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees.
1.2 Application of Plan. The terms of the Plan are applicable to
Employees and former Employees who were participants in the Plan and the SESRP
on December 31, 1998 and eligible Employees employed by an Employer on or after
January 1, 1999. Appendix A to this Plan contains certain provisions that apply
only to Participants who were participants in the SESRP prior to January 1,
1999.
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ARTICLE II
DEFINITIONS
2.1 Definitions. Whenever the following words and phrases are used in
the Plan with the first letter capitalized, they shall have the meanings
specified below, unless the context clearly indicates otherwise:
(a) "ADMINISTRATIVE COMMITTEE" means the committee with authority to
administer the Plan as provided under Section 5.1.
(b) "AFFILIATE" means: (i) any corporation which 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) which 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)).
(c) "BENEFICIARY" means the person(s) entitled to receive the
Participant's benefits under the Retirement Plan in the event of
the Participant's death.
(d) "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
(e) "CODE" means the Internal Revenue Code of 1986, as amended.
(f) "COMPANY" means Occidental Petroleum Corporation, and any
successor thereto.
(g) "COMPENSATION" means the base salary of an Employee as stated in
the payroll records of his Employer, excluding any amounts paid
for bonuses, income
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realized upon exercise of stock options, and any other special
pay which the Employer pays to the Employee during the Plan
Year, prior to reduction for any deferral of base salary under
the Savings Plan, Deferred Compensation Plan or any other
qualified or non-qualified deferred compensation plan or
agreement. In the case of a Participant who became disabled
prior to October 1, 1995 and who is receiving benefits under the
Long-Term Disability Plan, Compensation shall be his base salary
as described above in effect at the time he became disabled, as
that term is defined in the Long-Term Disability Plan.
(h) "DEFERRED COMPENSATION PLAN" means the OCCIDENTAL PETROLEUM
CORPORATION DEFERRED COMPENSATION PLAN, as amended from time to
time.
(i) "EMPLOYEE" means an employee of an Employer.
(j) "EMPLOYER" means the Company and any Affiliate which is
designated by the Administrative Committee as an Employer and
which adopts this Plan.
(k) "LONG-TERM DISABILITY PLAN" means the OCCIDENTAL PETROLEUM
CORPORATION LONG-TERM DISABILITY PLAN, as amended from time to
time.
(l) "PARTICIPANT" means a person meeting the requirements set forth
in Article III to participate in the Plan.
(m) "PLAN YEAR" means the calendar year
(n) "RETIREMENT PLAN" means the OCCIDENTAL PETROLEUM CORPORATION
RETIREMENT PLAN, as amended from time to time.
(o) "SAVINGS PLAN" means the OCCIDENTAL PETROLEUM CORPORATION
SAVINGS PLAN, as amended from time to time.
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(p) "SESRP" means the OCCIDENTAL PETROLEUM CORPORATION SENIOR
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN, as in effect on December
31, 1998.
2.2 Gender and Number. Except when otherwise indicated by the context,
any masculine terminology used herein shall also include the feminine, and the
use of any term herein in the singular may also include the plural.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 Participation Prior to 1999. Any Employee who was a Participant as
of December 31, 1998 shall continue to be a Participant effective January 1,
1999. Additionally, any Employee who was a participant in the SESRP on December
31, 1998 shall become a Participant on January 1, 1999.
3.2 Participation after 1998. The provisions set forth in this Section
3.2 shall be effective as of January 1, 1999 and shall apply to Employees who
are not Participants pursuant to Section 3.1.
Any Employee who (a) either is eligible to participate in the Savings
Plan and the Retirement Plan, or is a "Transition Eligible Participant" (as
defined in Section 1.34 of the Oxy Permian Cash Balance Retirement Plan, as in
effect on December 31, 2000), and (b) for a given plan year of the Savings Plan,
would be ineligible to receive the maximum employer matching contribution under
Section 5.1 of the Savings Plan due to the limitations imposed by Code Section
401(a)(17) (which limits the amount of compensation which may be taken into
account) or Code Section 415 (assuming the second paragraph of Section 4.7 of
the Retirement Plan is applicable to the Employee) if he had made the maximum
deferral or contribution permitted under Article 4 of the Savings Plan, shall be
a Participant.
In addition, any Employee who would be ineligible to receive the maximum
employer matching contribution under Section 5.1 of the Savings Plan in a plan
year of the Savings Plan, due to the limitations described in the preceding
paragraph, on account of deferrals of base salary during the year under any
nonqualified pension benefit plan sponsored by the Company or an
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Affiliate in which the Participant participates, shall be a Participant in this
Plan for that Plan Year.
Any Employee who is eligible to participate in the Deferred Compensation
Plan shall be a Participant.
Any Employee who is a participant in, and receiving benefits under the
Long-Term Disability Plan and who was a highly-compensated employee (as defined
in Code Section 414(q)) in the year of his commencement of benefits under the
Long-Term Disability Plan, shall be a Participant for each Plan Year during
which he receives benefit payments under the Long-Term Disability Plan, provided
that no such Employee who becomes disabled under the terms of the Long-Term
Disability Plan subsequent to September 30, 1995 shall be a Participant.
Notwithstanding anything contained herein, any Employee who is entitled
to receive supplemental retirement benefits upon his retirement pursuant to a
written contract of employment between himself and the Company or an Affiliate
shall be ineligible to be a Participant effective January 1 of the year after
the effective date of such contractual provision.
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ARTICLE IV
BENEFITS
4.1 Allocations Relating to the Retirement Plan. A credit shall be made
as of the last day of each month to a contingent account for each Participant.
The amount to be allocated shall equal the amount which would be allocated to
the account of the Participant for the month under the Retirement Plan, based on
the Participant's Compensation, if the Participant were not subject to
provisions that withhold allocations until the end of the plan year of the
Retirement Plan. For Participants covered under this Plan, allocations under the
Retirement Plan are determined at the end of the plan year of the Retirement
Plan, to the extent allowable under Code limitations. The amounts contingently
credited under this Section 4.1 during the year to a Participant who is an
Employee at the end of the Plan Year shall be reduced by the amount actually
allocated to his account under the Retirement Plan, and any remaining amount
shall be credited permanently to his account under this Plan. In the case of a
Participant who is not an Employee at the end of the Plan Year (including
Participants described in the fifth paragraph of Section 3.2), the amounts
contingently credited under this Section 4.1 during the year shall be credited
permanently to his account under this Plan.
The Employer shall also permanently credit to each Participant's
account, earnings on contingent monthly allocations under the preceding
paragraph for the year as if such contingent allocations shared in earnings at
the rate and in the manner described in Section 4.5 Notwithstanding the
foregoing, any earnings attributable to the Retirement Plan previously credited
to the account of a Participant under the Plan during the current or any
preceding plan year shall be reallocated to the account of the Participant under
the Retirement Plan in any year when it is permissible to do so under Code
limitations.
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4.2 Allocations Relating to the Savings Plan. A credit shall be made as
of the last day of the Plan Year to the account of each Participant in an amount
equal to (A) -- (B), where (A) is the amount of employer matching contributions
that could not have been allocated to the Participant under Section 5.1 of the
Savings Plan during that Plan Year due to the limitations imposed by Sections
401(a)(17) or 415 of the Code if such Participant had made the maximum deferral
or contribution permitted under Article 4 of the Savings Plan, and (B) is any
such amount which is credited on behalf of the Participant during that Plan Year
under any other nonqualified pension benefit plan sponsored by the Company or an
Affiliate. An additional amount equal to five percent (5%) of the amount
allocated to the Participant under the preceding sentence shall be allocated to
each Participant in lieu of interest on such amount for the Plan Year.
4.3 Allocations Relating to the Deferred Compensation Plan. A credit
shall be made to the account of each Participant who, in that Plan Year, is
eligible to participate in the Deferred Compensation Plan and the Retirement
Plan. Such credit shall be made irrespective of whether such Participant elects
to defer under the Deferred Compensation Plan all or any part of any bonus to
which he might be entitled. Notwithstanding the preceding sentence, no credit
shall be made to the account of a Participant who is not an Employee on the date
that any such bonus is awarded. The amount to be allocated in a Plan Year under
this Plan with respect to a Participant shall equal that Participant's
applicable percentage multiplied by the amount of the bonus he is entitled to
elect to defer for that plan year of the Deferred Compensation Plan. For the
purpose of this Section 4.3, the term "applicable percentage" shall mean twelve
percent (12%) in the case of a Participant who shall have attained age 35 prior
to the end of the Plan Year in which such credit is made and eight percent (8%)
in the case of a Participant who shall not have attained age 35 prior to the end
of the Plan Year in which such credit is made. The credit described in this
Section shall be made to the account of each Participant effective as of the
date on which he is
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awarded the bonus he is entitled to defer under the Deferred Compensation Plan.
Notwithstanding the preceding provisions of this Section 4.3, no credit shall be
made to the account of any Participant with respect to any bonus that the
Participant is entitled to elect to defer under the Deferred Compensation Plan
with respect to services performed prior to January 1, 1998.
4.4 Contributions. At the end of each year the Employer by which a
Participant is then employed shall contribute to a grantor trust an amount equal
to the amounts permanently allocated to the Participant under Sections 4.1, 4.2
and 4.3 for that Plan Year.
4.5 Maintenance of Accounts.
(a) Each Employer shall establish and maintain, in the name
of each Participant employed by that Employer, an
individual account which shall consist of all amounts
permanently credited to the Participant. As of the end
of each month, the Administrative Committee shall
increase or decrease the balance, if any, of the
Participant's individual account as of the last day of
the preceding month, by multiplying such amount by a
number equal to one plus .167% plus the monthly yield on
5-Year Treasury Constant Maturities for the monthly
processing period. As of December 31st of each year the
Administrative Committee shall then add to such account
balance, any permanent allocation to which the
Participant is entitled for such year.
(b) The individual account of each Participant shall
represent a liability, payable when due under this Plan,
out of the general assets of the Employer, or from the
assets of any trust, custodial account or escrow
arrangement which the Employer may establish for the
purpose of
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assuring availability of funds sufficient to pay
benefits under this Plan. The money and any other assets
in any such trust or account shall at all times remain
the property of the Employer, and neither this Plan nor
any Participant shall have any beneficial ownership
interest in the assets thereof. No property or assets of
the Employer shall be pledged, encumbered, or otherwise
subjected to a lien or security interest for payment of
benefits hereunder. Accounting for this Plan shall be
based on generally accepted accounting principles.
(c) If a Participant transfers employment from one Employer
to another, the liability for such Participant's
benefits under the Plan shall also be transferred to the
successor Employer.
4.6 Vesting and Forfeiture. All benefits under this Plan shall be
contingent and forfeitable and no Participant shall have a vested interest in
any benefit unless, while he is still employed by an Employer, he becomes fully
vested in his benefit under the Retirement Plan (or would have become vested if
he were a participant in the Retirement Plan). A person who terminates
employment with an Employer for any reason prior to becoming vested hereunder
shall not receive a benefit, provided that, upon rehire by an Employer, any
amounts forfeited by a Participant at the time of his termination of employment
shall be restored, without interest, to his account.
4.7 Payment. Every Participant who terminates employment shall, if
vested, have his account distributed to him as soon as practicable following his
termination of employment under one of the following distribution options
elected by the Participant on a form prescribed by the Administrative Committee:
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(a) One lump sum payment, provided that, effective as of
March 1, 2001, in the case of a Participant whose
individual account balance exceeds $20,000 at the time
of his termination of employment, such lump sum payment
shall be made during the first quarter of the calendar
year following the calendar year of his termination of
employment; or
(b) Annual installment payments payable over 5, 10, 15,
or 20 years commencing in the first quarter of the
calendar year following the calendar year in which he
terminates employment. Annual installment payments shall
be available only to Participants whose individual
account balances exceed $20,000 at the time of their
termination of employment in the case of a termination
on or after March 1, 2001, or $2,000 in the case of a
termination prior to March 1, 2001, notwithstanding any
contrary elections by the Participant.
The election must be made by the Participant as soon as practicable after his
commencement of participation in the Plan, but in no event later than the end of
the twelve month period beginning with such commencement. An election form shall
be provided to the Participant in non-technical language and shall contain a
general description of the distribution options. If a Participant fails to make
an election by the close of the twelve month period beginning on the
commencement of his participation, he will be deemed to have elected to receive
his benefits in the form of a lump sum payment.
The Administrative 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 prior election) of the form of payment must be made not later
than twelve months before the Participant's retirement or
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termination of employment, unless otherwise permitted by the Administrative
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 twelve months prior to the Participant's retirement or termination of
employment will be considered void and shall have no force or effect, except as
otherwise determined by the Administrative Committee.
If benefits are to be paid in installments, the Participant's account
will continue to be adjusted until any series of installments has been
completed. The amount of each annual installment shall equal the amount credited
to the account as of January 31 of the year in which the installment is to be
paid, multiplied by a fraction, the numerator of which is 1, and the denominator
of which is the number of installments (including the current one) which remain
to be paid. Each installment shall be paid as soon as administratively possible
after January 31 of the calendar year.
Notwithstanding anything else contained in this Section 4.7, no
Participant who is eligible for Employer-provided long-term disability benefits
and who became disabled prior to October 1, 1995, shall be entitled to a
distribution of benefits hereunder prior to the time long-term disability
payments cease.
4.8 Death. The account of a Participant who dies prior to termination of
employment shall be paid in a single sum to the Participant's Beneficiary as
soon as administratively possible following the date of the Participant's death.
If a Participant dies after termination of employment, then his surviving
Beneficiary shall be paid the amount in the Participant's account in a single
sum as soon as administratively possible following the date of the Participant's
death.
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4.9 Tax Withholding. To the extent required by the law in effect at the
time payments are made, the Employer shall withhold from payments made
hereunder, the taxes required to be withheld by federal, state and local
governments.
4.10 Termination of Employment. For the purposes of the termination of
employment provisions of the Plan, a Participant will be deemed to have
terminated employment if the Participant ceases to be an employee of any of the
following:
(a) an Employer;
(b) an Affiliate, regardless of whether the Affiliate is an
Employer; or
(c) any other entity, whether or not incorporated, in which
the Company has an ownership interest, and the
Administrative Committee has designated that the
Participant's commencement of employment with such
entity upon the 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 Administrative Committee and shall be
communicated to the Participant prior to his
commencement of employment with the entity so
designated.
For 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.
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ARTICLE V
ADMINISTRATION
5.1 Administrative Committee. The Plan shall be administered by the
committee appointed to administer the Retirement Plan (the "Administrative
Committee").
The interpretation and construction by the Administrative Committee of
any provisions of the Plan shall be final unless otherwise determined by the
Board of Directors. Subject to directions from the Board of Directors, the
Administrative Committee is authorized to construe and interpret the Plan, to
supply all omissions from, correct deficiencies in, and resolve ambiguities in
the language of the Plan, to decide all questions of eligibility and determine
the amount, manner and time of payment of benefits, to prescribe, amend and
rescind rules and regulations relating to the Plan, and to make all other
determinations necessary for its administration.
Without limiting the generality of the foregoing, the Administrative
Committee shall have the authority to calculate amounts allocable to
Participants, and to maintain and adjust accounts. The Administrative Committee
shall have authority to delegate responsibility for performance of ministerial
functions necessary for administration of the Plan to such officers of the
Employer, including Participants, as the Administrative Committee shall in its
discretion deem appropriate.
5.2 Uniform Rules. In administering the Plan, the Administrative
Committee will apply uniform rules to all Participants similarly situated.
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5.3 Notice of Address. Any payment to a Participant or Beneficiary, at
the last known post office address submitted to the Employer, shall constitute a
complete acquittance and discharge of the Employer and any director or officer
with respect thereto. Neither the Employer nor any director or officer shall
have any duty or obligation to search for or ascertain the whereabouts of any
Participant or Beneficiary.
5.4 Records. The records of the Administrative Committee with respect to
the Plan shall be conclusive on all Participants, all Beneficiaries, and all
other persons whomsoever.
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ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment and Termination. The Company expects the Plan to be
permanent, but since future conditions affecting the Company cannot be
anticipated or foreseen, the Company must necessarily and does hereby reserve
the right to amend, modify, or terminate the Plan at any time by action of its
Board of Directors, except that no amendment shall reduce the dollar amount
credited to a Participant's account and any such termination or amendment shall
apply uniformly to all Participants. The Administrative Committee, in its
discretion, may amend the Plan if it finds that such amendment does not
significantly increase or decrease benefits or costs.
6.2 Reorganization of Employer. In the event of a merger or
consolidation of the Employer, or the transfer of substantially all of the
assets of the Employer to another corporation, such continuing, resulting or
transferee corporation shall have the right to continue and carry on the Plan
and to assume all liabilities of the Employer hereunder without obtaining the
consent of any Participant or Beneficiary. If such successor shall assume the
liabilities of the Employer hereunder, then the Employer shall be relieved of
all such liability, and no Participant or Beneficiary shall have the right to
assert any claim against the Employer for benefits under or in connection with
the Plan.
6.3 Protected Benefits. If the Plan is terminated or amended so as to
prevent further earnings adjustments, or if liabilities accrued hereunder up to
the date of an event specified in Section 6.2 are not assumed by the successor
to the Employer, then the dollar amount in the account of each Participant or
Beneficiary (whether or not vested) shall be paid in cash to such
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Participant or Beneficiary in a single sum on the last day of the second month
following the month in which the amendment or termination occurs.
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ARTICLE VII
CLAIMS PROCEDURE
7.1 Claims and Appeals Procedures. All applications for benefits under
the Plan shall be submitted to: Occidental Petroleum Corporation, Attention:
Pension and Retirement Plan Administrative Committee, 10889 Wilshire Blvd., Los
Angeles, CA 90024. Applications for benefits must be in writing on the forms
prescribed by the Administrative Committee and must be signed by the
Participant, or in the case of a death 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
Administrative Committee. If any application for a benefit is denied, in whole
or in part, the Administrative Committee shall notify the applicant in writing
of such denial and of his right to a review by the Administrative 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
Administrative Committee for a review of the decision by submitting to the
Administrative Committee within 60 days after receiving notice of the denial, a
written statement:
(a) requesting a review of his application for benefits by
the Administrative Committee;
(b) setting forth all of the grounds upon which his request
for review is based and any facts in support thereof;
and
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(c) setting forth any issues or comments which the applicant
deems relevant to his application.
The Administrative Committee shall act upon each such application within
60 days after the later of receipt of the applicant's request for review by the
Administrative Committee or receipt of any additional materials reasonably
requested by the Administrative Committee from such applicant.
The Administrative Committee shall make a full and fair review of each
such application and any written materials submitted by the applicant or the
Employer in connection therewith, and may require the Employer or the applicant
to submit within 30 days of written notice by the Administrative Committee
therefor, such additional facts, documents, or other evidence as the
Administrative Committee, in its sole discretion, deems necessary or advisable
in making such a review. On the basis of its review, the Administrative
Committee shall make an independent determination of the applicant's eligibility
for benefits under the Plan. The decision of the Administrative Committee on any
application for benefits shall be final and conclusive upon all persons if
supported by substantial evidence in the record.
If the Administrative Committee denies an application in whole or in
part, the Administrative 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 Administrative 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 (i)
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180 days after receiving the written response of the Administrative Committee to
an appeal, or (ii) 365 days after an applicant's original application for
benefits.
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ARTICLE VIII
GENERAL PROVISIONS
8.1 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
amount, 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.
8.2 Employment Rights. The establishment of the Plan shall not be
construed as conferring any legal rights upon any Participant or any other
person for a continuation of employment, nor shall it interfere with the rights
of the Employer to discharge any person or treat him without regard to the
effect which such treatment might have upon him under this Plan.
8.3 Illegality of Particular Provision. If any particular provision of
this Plan shall be found to be illegal or unenforceable, such provision shall
not affect any other provision, but the Plan shall be construed in all respects
as if such invalid provision were omitted.
8.4 Applicable Laws. The Plan shall be governed by and construed
according to the laws of the State of California, to the extent such laws are
not preempted by ERISA.
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IN WITNESS WHEREOF, the Company has executed this document this ___ day
of _______________, 2001.
OCCIDENTAL PETROLEUM CORPORATION
By
---------------------------------
Richard W. Hallock
Executive Vice-President, Human
Resources
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APPENDIX A
SPECIAL PROVISIONS APPLICABLE TO PARTICIPANTS WHO WERE
PARTICIPANTS IN THE OCCIDENTAL PETROLEUM CORPORATION
SENIOR EXECUTIVE SUPPLEMENTAL RETIREMENT
PLAN ON DECEMBER 31, 1998
(EFFECTIVE AS OF JANUARY 1, 1999)
The Plan is the result of the merger of the Occidental Petroleum
Corporation Supplemental Retirement Plan as in effect on December 31, 1998, with
the Occidental Petroleum Corporation Senior Executive Retirement Plan as in
effect on December 31, 1998 (the "SESRP"). The Company has deemed it desirable
to continue certain provisions of the SESRP for the benefit of Participants who
were participants in the SESRP on December 31, 1998. Therefore, this Appendix A
sets forth certain provisions that apply only to Participants who were
participants in the SESRP on December 31, 1998 which provisions supersede any
contrary provisions in the main body of the Plan document as to such
Participants.
1. Beneficiary. Section 2.1(c) of the Plan shall not apply. Instead,
each Participant shall have the right, at any time, to designate any person or
persons as the Beneficiary to whom payment under the 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 Administrative
Committee during the Participant's lifetime on a form prescribed by the
Administrative 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 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
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probate estate.
2. Participation. The fifth paragraph of Section 3.2 of the Plan
(addressing Plan participation by participants receiving benefits under the
Long-Term Disability Plan) shall not apply to Participants.
3. Payment of Benefits. If a Participant terminates employment prior to
age 55, the lump sum payment or commencement of installment payments under
Section 4.7, whichever is applicable, shall not be made or commence upon
termination of employment, but shall be made or commence as soon as
administratively feasible following the Participant's attainment of age 55.
Further, a Participant may, in his election of a form of payment, elect to have
his distribution made or installments commence at the later of (a) termination
of employment, or (b) attainment of a specified age between 55 and 70-1/2.
Notwithstanding the last sentence of Section 4.7, a Participant who becomes
disabled (as defined in the Retirement Plan) may petition the Administrative
Committee for approval to receive the distribution payable pursuant to Section
4.7 as modified hereby in a single sum or installment at any time even before
the Participant attains age 55.
4. Contributions and Funding. Section 4.4 shall not apply. The Company,
in its sole discretion, may provide for the funding of Plan benefits, in full or
in part, through a grantor trust or such other means as it deems appropriate.
5. Death. Section 4.8 of the Plan shall not apply to Participants and no
benefits shall be paid under the Plan upon a Participant's death if payment of a
Participant's account is made under an insurance policy or some other plan or
arrangement of the Company for senior executives.
6. Withdrawal of Payments with Penalty. Notwithstanding any other
provisions of
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the Plan and this Appendix A, a Participant who has commenced receiving
installment payments under the Plan, may at any time, in lieu of installment
payments in the form previously elected by the Participant, elect to receive an
immediate lump sum payment of all or a part of the vested balance of his
account, reduced by a penalty equal to ten percent (10%) of the amount of such
lump sum withdrawal. Such penalty shall be deducted from the lump sum withdrawal
payment and shall be forfeited to the Company permanently.
7. Protected Benefits. Section 6.3 of the Plan shall not apply to
Participants. Instead, if the Plan is terminated or amended so as to prevent
further earnings adjustments, or if liabilities accrued hereunder up to the date
of an event specified in Section 6.2 of the Plan are not assumed by the
successor to the Employer, then the dollar amount in the account of each
Participant or Beneficiary (whether or not vested) shall be paid in cash to such
Participant or Beneficiary in three or fewer annual installments (as determined
by the Administrative Committee as constituted immediately before the event that
triggers payment under this Section 5.1), commencing as soon as administratively
feasible following the event that triggers payment under this Section 5.1.
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