EMPLOYMENT AGREEMENT
This Employment Agreement is made this 1st day of
January, 1996, by and between OCCIDENTAL PETROLEUM
CORPORATION, a Delaware corporation (hereinafter
referred to as "EMPLOYER"), and XXXXX X. XXXXXX
(hereinafter referred to as "EMPLOYEE").
WITNESSETH:
WHEREAS, Employee has been rendering services to
Employer pursuant to an Agreement dated May 1, 1993;
and
WHEREAS, the parties now desire to provide for a
continuation of Employee's employment by Employer, and
to specify the rights and obligations of the parties
during such continued employment;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein, Employer and Employee
hereby agree to continue such employment upon the
following terms and conditions:
1. Duties. Employee shall perform the duties of
President and Chief Executive Officer of Occidental Oil
and Gas Corporation, or shall serve in such other
capacity and with such other duties for Employer or any
of the subsidiaries of Employer or any corporation
affiliated with Employer (any such subsidiary or
affiliated corporation thereafter to be deemed Employer
under this Agreement), and in such geographical
locations as Employer shall hereafter from time to time
prescribe.
2. Term of Employment. The term of employment
shall be for a period of five (5) years, commencing on
January 1, 1996, unless terminated prior thereto in
accordance with the provisions of Paragraph 6 of this
Agreement.
3. Compensation. For the services to be
performed hereunder, Employee shall be compensated by
Employer at the rate of not less than Five Hundred
Sixty-five Thousand Dollars ($565,000) per year payable
semi-monthly.
4. Participation in Benefit Programs. During
the term of this Agreement, Employee shall be entitled
to participate in all employee benefit programs
generally applicable to employees of Employer adopted
by Employer from time to time, as well as in Employer's
Incentive Compensation Plan and Employer's 1977 Long-
Term Incentive Stock Purchase Plan.
5. Exclusivity of Services. Employee agrees to
devote his full-time exclusive services (except for
personal investments, which shall be nominal) to
Employer, and he agrees to make no new oil or gas
personal investments during the term of this Agreement
without the prior written consent of Employer.
6. Early Termination.
(a) Cause. Employer may terminate this
Agreement for cause at any time, by written notice to
Employee, if Employee shall:
(1) willfully breach this Agreement;
(2) refuse to carry out any lawful
order of Employer; or
(3) act in a disloyal manner inimical
to Employer.
(b) Incapacity. If during the term of this
Agreement Employee is materially incapacitated from
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fully performing his duties pursuant to this Agreement
by reason of illness, disability or other incapacity,
or by reason of any statute, law, ordinance,
regulation, order, judgment or decree, Employer may
terminate this Agreement by written notice to Employee,
but only in the event that such conditions shall
aggregate not less than one hundred eighty (180) days
during any one contract year of the term of employment.
In the event Employee shall (i) continue to be
incapacitated subsequent to termination for incapacity
pursuant to this paragraph 6(b), and (ii) be a
participant in and shall qualify for benefits under
Employer's Long-Term Disability Plan ("LTD"), then, and
in such event, Employer will continue to compensate
Employee, for so long as Employee remains eligible to
receive LTD benefits, in an amount equal to the
difference between 60% of Employee's annual
compensation as set forth in paragraph 3 hereof and
$120,000, which is the maximum annual benefit under the
LTD, payable monthly on a prorated basis.
(c) Without Cause. Either party may
terminate this Agreement without cause by written
notice to the other at any time; such termination to be
effective upon the expiration of a period of two years
(the "Notice Period") from the date of such notice.
Employer may also terminate this Agreement without
cause at any time (including a time during the Notice
Period), by written notice to Employee, such
termination to be effective immediately or on such
later date as may be specified in said notice; provided
however, that, in such event, Employer shall (in lieu
of two years' notice and continued employment) pay
Employee at his then current basic salary rate, on a
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semi-monthly basis, for a period after such termination
equivalent to the shorter of:
(1) two years;
(2) the remainder of the Notice Period
(in the event of termination during
the Notice Period); or
(3) the remaining term of this
Agreement.
Provided further, however, that while
Employee is being compensated in accordance with the
provisions of this Agreement, Employee shall not accept
employment with, or act as a consultant for, or perform
services for any person, firm or corporation directly
or indirectly engaged in any business competitive with
Employer without the prior written consent of Employer.
In the event Employer compensates Employee in lieu
of such two years' notice and continued employment, all
remuneration or wages earned during such period by
Employee, either as an employee, independent contractor
or consultant to any person, firm or corporation other
than Employer, shall be a setoff to Employer's duty of
compensation to Employee.
If the compensation period shall expire prior to
December 31, 2000, then Employee's employment shall
continue (as a consultant to Employer) for an
additional period until December 31, 2000, during which
additional period Employee will receive a salary at the
annual rate of $20,000 payable semi-monthly. During
both the Compensation Period and the additional period
referred to herein (i) any award(s) to Employee
pursuant to Employer's Executive Long-Term Incentive
Stock Purchase Plan shall continue to vest in the same
manner and in the same amounts as such award(s) would
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have vested if Employee had continued as a full-time
employee.
7. Place of Employment. The parties presently
contemplate that Employee's principal place of
employment, during the term of this Agreement, will be
located in Bakersfield, California. However, Employer
at any time may request Employee to relocate his place
of employment and residence to the Los Angeles area,
or to some other location in the continental United
States. If Employer should request such relocation,
the move shall be made on mutually acceptable terms;
and, in such event, Employee shall be given the full
benefits of Employer's executive relocation policy,
including protection against loss in connection with
the sale of Employee's residence in Bakersfield.
If Employer should request such relocation and
Employee elects not to relocate, Employee may
terminate his employment under this Agreement upon
reasonable written notice thereof, effective upon
the date specified in said notice; and, in such event,
Employer shall compensate Employee, at the rate and
in the manner provided in paragraph 3 above, for a
period after such termination equivalent to the
shorter of:
(1) two years; or
(2) the remaining term of this
Agreement.
8. Confidential Information. Employee agrees
that he will not divulge to any person, nor use to the
detriment of Employer or any of its affiliates or
subsidiaries, nor use in any business or process of
manufacture competitive with or similar to any bus-
iness or process of manufacture of Employer or any of
its affiliates or subsidiaries, at any time during em-
ployment by Employer or thereafter, any trade secrets
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or confidential information obtained during the course
of his employment with Employer, without first
obtaining the written permission of Employer.
Employee agrees that, at the time of leaving the
employ of Employer, he will deliver to Employer and
not keep or deliver to anyone else any and all notes,
notebooks, memoranda, documents and, in general, any
and all material relating to Employer's business.
9. Modification. This Agreement contains all
the terms and conditions agreed upon by the parties
hereto, and no other agreements, oral or otherwise,
regarding the subject matter of this Agreement shall
be deemed to exist or bind either of the parties
hereto. This Agreement cannot be modified except by a
writing signed by both parties. This Agreement super-
sedes and replaces any and all prior employment agree-
ments between the parties, all of which are hereby
terminated.
10. Assignment. This Agreement shall be binding
upon Employee, his heirs, executors and assigns and
upon Employer, its successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement the day and year first above
written.
OCCIDENTAL PETROLEUM CORPORATION
By X. X. Xxxxx
-------------------------------
Xx. Xxx X. Xxxxx
Title: Chairman and Chief Executive
Officer
Employee: X. X. Xxxxxx
--------------------------
Xxxxx X. Xxxxxx
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