EXHIBIT 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into effective the
1st day of January, 2005, by and between Occidental Petroleum Corporation, a
Delaware Corporation ("OPC") and Xxxx X. Xxxxxxxx ("Consultant").
WITNESSETH:
WHEREAS, Consultant has been employed as an employee of OPC since 1984; and
WHEREAS, pursuant to the terms of the Employment Agreement, dated November
17, 2000, as amended July 19, 2004 (the "Amended 2000 Employment Agreement"),
between the Consultant and OPC, Consultant retired from full-time employment
with the Corporation as of December 31, 2004; and
WHEREAS, in recognition of Consultant's unique background with and
knowledge of OPC, the parties now desire to provide for the availability of Xxxx
X. Xxxxxxxx solely on a consulting basis;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, the parties agree as follows:
1. Services. Effective as of the date hereof, Consultant shall be
available to render services to OPC as a consultant for the period from January
1, 2005 through December 31, 2009 (the "Consultant Term"). Consultant's
consultation services shall be limited to those services which the Chairman of
the OPC Board of Directors requests from time to time. Consultant shall make
himself available for such consultation services in OPC's offices and elsewhere
as determined by OPC.
2. Compensation. During the Consultant Term, OPC shall compensate
Consultant at the monthly rate of forty-one thousand six hundred sixty-seven
dollars ($41,667) (the "Monthly Retainer"), payable semimonthly. Consultant
shall have no entitlement or expectation of any bonus payment or payments for
his services under this Consulting Agreement.
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3. Life Insurance Benefits. Consultant has a specific life insurance
benefit provided under Clause 8(b) of the Amended 2000 Employment Agreement. In
addition to that benefit, during the Consultant Term, OPC shall provide
Consultant with additional life insurance coverage in the amount of one million
thirty thousand dollars ($1,030,000). The life insurance benefits referred to in
this paragraph are the only life insurance benefits which OPC is obligated to
provide to Consultant under this Agreement and the Amended 2000 Employment
Agreement, i.e. the $2,060,000 coverage under Clause 8(b) of the Amended 2000
Employment Agreement and during the Consultant Term the $1,030,000 coverage
specified in this Paragraph 3.
4. Non-Disclosure of Information. Without the prior written consent of
OPC (which consent shall not be unreasonably withheld to the extent any
disclosure by Consultant is required by applicable law or regulation or
applicable order of any court or governmental agency), Consultant shall not
divulge to any person, business, firm, corporation or government entity, nor use
to the detriment of OPC, or any of its subsidiaries, nor use in any business,
venture, or any organization of any kind, or in any process of manufacture,
production or mining, at any time, except as necessary in performing services
for OPC;
(a) Any OPC trade secrets in any form, including without limitation,
all graphic material, forms, documents, data and information; and
(b) Any OPC confidential information in any form, including without
limitation, concerning inventions, discoveries, improvements, methods,
technology, business plans, environmental plans, audits, reviews or other
investigatory processes, procedures and practices, enterprises, exploration,
mining or drilling information, manufacturing information, plant design,
location or operation, financial results, reports or similar information, or any
other OPC confidential information affecting or concerning the business or
operation of OPC or any of its directors, officers or employees developed,
acquired, used by or disclosed to Consultant in the performance of his services
at any time in any capacity for OPC.
5. Maintenance of Documents. Consultant agrees that he will forever keep
in strictest confidence (and will not deliver to anyone else) any and all notes,
notebooks, memoranda, documents, computer discs, manuals, files, and phone lists
and, in general, any and all information and material in his possession or
control affecting or concerning OPC's business or operations.
6. Reimbursement of Expenses. For the term of this Agreement, OPC shall
reimburse Consultant for all of his reasonable and actual business expenses
incurred in connection with providing services specified hereunder, including
providing him with one full-time secretary, who shall be a full-time employee of
OPC and whose salary and benefits shall be paid by, and subject to the approval
of, OPC, and information technology and telecommunications services equivalent
to that he used during his employment at OPC. OPC shall allow Consultant the use
of the OPC corporate aircraft on a "when available" basis (as determined solely
by OPC), subject to Consultant's obligation to reimburse OPC for the costs of
the use of such aircraft when it is used for personal matters, consistent with
the reimbursement policies and practices applicable to OPC Vice Presidents under
such circumstances.
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7. Termination. OPC may terminate this Agreement for cause, and
Consultant may terminate this Agreement at any time for any reason upon thirty
(30) days' notice to OPC. This Agreement will terminate automatically upon the
death of Consultant.
8. No Other Severance Benefits. Notwithstanding anything in this
Agreement to the contrary, Consultant hereby acknowledges and agrees that this
Agreement is in lieu of, and because he has entered into this Agreement he is
automatically ineligible for and disqualified from participating in, any and all
plans, programs or arrangements of severance, separation, termination or pay
continuation announced or maintained heretofore or hereafter by OPC or any of
its subsidiary or affiliated companies.
9. Nature of Relationship. Consultant's relationship with OPC shall be
as an independent consultant, and not as an employee.
10. Rights under Amended 2000 Employment Agreement. This Consulting
Agreement shall in no way impair the rights and benefits provided to Consultant
in the Amended 2000 Employment Agreement. Consultant shall retain his stated
entitlement to Oxy payments provided for in such agreement whether or not such
payments take place during the Consultant Term of the Consulting Agreement.
11. No Other Employment Agreements. Except as provided in Section 10
above, as of the date of this Agreement, any other existing employment or
consulting agreement, or any plan, program or arrangement of severance,
separation, termination, or pay continuation, oral, written or implied, between
Consultant and OPC shall be deemed to be terminated and of no further force or
effect. Further, the parties agree and acknowledge that this Agreement
constitutes and contains the entire agreement and understanding of the parties
concerning the subject matters hereof, and supersedes and replaces all prior
negotiations, proposed agreements, or agreements, written or oral or implied.
The parties each acknowledge, one to the other, that no other party, nor any
agent or attorney of any other party, has made any promise, representation, or
warranty whatsoever (express, implied or statutory), not contained herein,
concerning the subject matters hereof to induce them to execute this Agreement
and that they have not executed this Agreement in reliance upon any such
promise, representation, or warranty not contained herein. The parties further
agree that any oral representations or modifications concerning this instrument
shall be of no force or effect, and that this Agreement can only be modified by
a writing, signed by all of the parties hereto.
12. Arbitration. In the event of any dispute rising out of this Agreement,
Consultant and OPC agree that any such dispute shall be decided exclusively by
neutral binding arbitration conducted in Los Angeles, California, in accordance
with the then current rules of the American Arbitration Association in effect in
Los Angeles, California, applicable to employment disputes. In the event the
parties are unable to agree upon an arbitrator, they shall select from a list of
seven (7) arbitrators designated by the American Arbitration Association. This
Agreement to resolve any disputes by binding arbitration shall extend to claims
by Consultant against any OPC Releasees and shall apply as well, to the full
extent permitted by law, to claims arising out of local, state and federal
common law, statutes and ordinances. However, Consultant and OPC shall retain
whatever rights to injunctive relief as may be available under applicable laws
concerning any claims, and any dispute or claim in connection with the receipt
of
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benefits under any benefit plan shall be governed by the claims procedures under
the applicable plan.
13. Severability. Should any part of this Agreement, with the exception of
Paragraphs 1 and 2, be declared or determined by any court or other tribunal of
appropriate jurisdiction to be invalid or unenforceable, any such invalid or
unenforceable part, term or provision shall be stricken and severed from this
Agreement and all other terms of the Agreement shall remain in full force and
effect to the fullest extent permitted by law.
14. Assignment. This Agreement is a personal service arrangement with
Consultant, and, as such, is not assignable by him with the exception of
Consultant's right to designate a payee for the payments hereunder. This
Agreement shall be binding upon Consultant, his heirs, executors and assigns and
upon OPC, its successors and assigns.
15. Governing Law. This Agreement is made and entered into in the State of
California, and shall be governed by and construed in accordance with the laws
of the State of California, without regard to principles of conflict of laws.
16. Change of Control of Employer. No Change of Control of Employer (as
defined below) shall be deemed to amend the terms and conditions of this
Agreement. For purposes of this Agreement, a "Change of Control of Employer"
shall be deemed to have occurred if, after the date of this Agreement, any
person, corporation or other entity becomes the beneficial owner, directly or
indirectly, of 25% or more of the combined voting power of Employer's then
outstanding voting securities.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on July 19, 2004.
OCCIDENTAL PETROLEUM CORPORATION
Employer
By: /s/ X. X. XXXXX
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Xx. Xxx X. Xxxxx
CONSULTANT
/s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
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