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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
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This Agreement is made as of the 4th day of April, 1994
by and between Occidental Petroleum Corporation, a Delaware
corporation (hereinafter referred to as "Employer"), and
Xxxxxxx X. Xxxxxx (hereinafter referred to as "Employee").
WITNESSETH
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Employer hereby agrees to employ Employee, and Employee
agrees to perform services and to work for Employer, upon the
following terms and conditions:
1. Duties - Employee shall serve in the capacity of
Executive Vice President - Corporate Development.
In performing his duties, Employee agrees to observe
and follow the reasonable policies and procedures established by
the Employer, which are subject to change by the Employer from
time to time.
2. Term of Employment - The term of employment shall
be for a period of five (5) years (unless terminated prior
thereto in accordance with the provisions of this Agreement, or
unless extended by mutual agreement of the parties), commencing
on May 1, 1994, or such earlier date as Employee may specify. In
order to be valid, any such extension shall be in writing and
signed by the Chairman, President & Chief Executive Officer on
behalf of Employer.
3. Compensation - In consideration for his services
to be performed under this Agreement, Employee shall receive, in
addition to all other benefits provided in this Agreement, an
aggregate salary of no less than three hundred fifty thousand
dollars ($350,000) per year payable by Employer in equal
semimonthly installments or on such basis as is generally
established for principal executives of Employer from time to
time.
4. Participation in Benefit Programs - During the
term of this Agreement, Employee shall be entitled to participate
in all benefit programs generally applicable to salaried
employees of employer in force or adopted by Employer from time
to time. Employee will be required to participate in the tax
preparation program conducted by Xxxxxx Xxxxxxxx & Co.
5. Compensation Plans - Employee shall be:
(i) eligible to participate in Employer's Incentive Compensation
Plan according to its terms, and shall be guaranteed to receive a
bonus under such Plan for the year 1994 of forty percent (40%) of
his base salary for 1994 or $140,000 (this bonus shall be payable
in December 1994 or January 1995 in the discretion of the
Company); (ii) eligible to receive annual grants under Employer's
1987 Stock Option Plan and shall receive an option grant of fifty
thousand (50,000) shares under such Plan after Employee's
execution of this Agreement and the commencement of services
pursuant to this Agreement, and (iii) a participant in Employer's
1977 Executive Long Term Incentive Stock Purchase Plan and shall
be guaranteed to receive a grant of forty percent (40%) of
Employee's base salary or $140,000 in January, 1995 under such
Plan. Employee's participation in each of the foregoing Plans
shall be in accordance with and subject to all of the terms and
conditions of such Plans.
6. Additional Payments - In order to compensate
Employee for cost he will incur with this change of employment,
Employer shall pay to Employee an aggregate of $200,000, payable
after Employee's execution of this Agreement.
7. Exclusivity of Services - Employee agrees to
devote his full-time, exclusive services to Employer hereunder,
except for such time as Employee may require in connection with
his personal investments.
8. Vacation - Employee shall be entitled to a total
of four (4) weeks of paid vacation in each contract year.
9. Termination -
a. Cause - Notwithstanding the term of this
Agreement, Employer may discharge Employee and terminate this
Agreement for material cause, upon written notice, in the event
that Employee (i) shall willfully breach this agreement, or (ii)
shall refuse to carry out any lawful order of Employer or act in
a disloyal manner inimical to Employer. In any such event,
Employer shall give Employee notice of such cause and Employee
shall have 30 days to cure such breach.
b. Incapacity - If, during the term of this
Agreement, Employee is materially incapacitated from fully
performing his duties pursuant to this Agreement by reason of
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illness, disability or other incapacity (unless incurred as a
direct result of his assignments hereunder) or by reason of any
statute, law, ordinance, regulation, order, judgment or decree,
Employer may terminate this Agreement without liability 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.
c. Without Cause - Either party may terminate
this Agreement without cause at any time, by giving the other
party not less than 6 (six) months written notice of termination.
Employer may terminate the employment of Employee without cause
at any time (including a time during such notice period); and in
such event Employer shall compensate Employee (in lieu of said
notice and continued employment and, except for benefits
specified hereunder, in complete satisfaction of all of its
obligations under this Agreement) at his then current rate and in
the manner provided in Paragraph 3 above for a period after
termination equivalent to the shortest of: (i) twenty-four
months; or (ii) until the expiration of the term of this
Agreement. In any event, Employer's maximum liability for any
breach of this Agreement, including but not limited to,
termination without cause and/or notice shall be no more than
twenty-four (24) months compensation plus the benefits specified
hereunder (or a lesser amount as determined in accordance with
subsection (ii) of this paragraph) at the rate set forth above.
During this period of compensation, Employee shall
continue to be eligible to (i) participate in all employee
benefit plans of Employer (except the short and long-term
disability plans unless Employee has already become eligible
under such plans), in which he is participating at the time of
the notice, and (ii) exercise all stock options previously
granted to Employee under Employer's 1987 Stock Option Plan,
which options are or become exercisable under the provisions of
such Plan as though he were still a full time employee. During
the period, 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 have vested if Employee had continued as a full
time employee. However, this employee benefits participation and
stock plan vesting will cease if Employee accepts a full time
position with another employer.
In the event Employer compensates Employee (in
lieu of said notice and continued employment) under the first
paragraph of 9(c) above for a period exceeding twelve months,
then in such event, all remuneration or wages earned during the
second twelve months of such period by Employee, either as
employee, independent contractor or consultant to any person,
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firm or corporation other than employer, shall be a set-off to
Employer's duty of compensation to Employee.
10. Initial Relocation - Employee's relocation from
Madison, New Jersey to Los Angeles, California (including the
sale of Employee's existing residence in Madison, New Jersey),
shall be covered by and subject to Employer's existing written
relocation policy. This will include the movement of household
goods from New Jersey, plus any additional relocation benefits as
approved by the Executive Vice President of Human Resources.
11. Indemnity and Insurance. - In any situation where
under applicable law Employer has the power to indemnify Employee
in respect of any judgments, fines, settlements, loss, cost or
expense (including attorneys' fees) of any nature related to or
arising out of Employee's activities as an agent, employee,
officer or director of Employer or in any other capacity on
behalf of or at the request of Employer, Employer agrees that it
will indemnify Employee to the fullest extent permitted by
applicable law, including but not limited to making such findings
and determinations and taking any and all such actions as
Employer may, under applicable law, be permitted to have the
discretion to take so as to effectuate such indemnification.
Employer further agrees to furnish Employee for the remainder of
his life, with Directors' and Officers' liability insurance
insuring Employee against occurrences which occur during his
employment with Employer, such insurance to have policy limits
aggregating not less than $100 million, and otherwise to be in
substantially the same form and to contain substantially the same
terms, conditions and exceptions as the liability insurance
policies provided for officers and directors of Employer in force
from time to time.
12. 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 competitive with or similar to any business of Employer
or any of its affiliates or subsidiaries, at any time during
employment by Employer or thereafter, any trade secrets 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.
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13. Entire Agreement; Modification - This Agreement
constitutes the entire agreement of the parties relating to the
subject matter hereof, and supercedes all previous agreements,
arrangements, and understandings, whether express or implied,
relating to the subject matter hereof. No other agreements,
oral, implied 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.
14. Severability - If any provision of this Agreement
is illegal and unenforceable in whole or in part, the remainder
of this Agreement shall remain enforceable to the extent
permitted by law.
15. Governing Law - This Agreement shall be construed
and enforced in accordance with the laws of the State of
California.
16. Assignment - This Agreement shall be binding upon
Employee, his heirs, executors and assigns and upon Employer, its
successors and assigns.
17. Sole Contract - Employee represents and warrants
to Employer that he is not barred by or subject to any
contractual or other obligation that would be violated by the
execution or performance of this Agreement.
18. No Waiver - The failure of a party to insist upon
strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver nor deprive that party of the
right to insist upon adherence to that term or any other term of
this Agreement. Any waiver or amendment to this Agreement must
be in writing.
19. Withholdings - All compensation provided by
Employer under this Agreement is subject to any and all
withholding by Employer as required by applicable law.
20. Arbitration - Both parties agree that any and all
disputes that relate to the termination of this Agreement and/or
Employee's employment (including whether Employer had sufficient
cause for termination or the manner in which the termination is
effected) shall be submitted to binding arbitration and judgment
under the Commercial Arbitration Rules of the American
Arbitration Association. Should the arbitrator rule in
Employee's favor on any dispute, the maximum exclusive remedy
shall be that as set forth in Paragraph 9(c) above. The judgment
on the award may be entered in any court having jurisdiction.
The parties to any arbitration under this paragraph shall bear
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the cost of the arbitration and the fee of the neutral arbitrator
in such manner as determined by the arbitrator.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement the day and year first above written.
OCCIDENTAL PETROLEUM CORPORATION
By: XXXX X. XXXXXXXX
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By: XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
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