EXHIBIT 99.4
OCCIDENTAL PETROLEUM CORPORATION
STOCK APPRECIATION RIGHTS AGREEMENT
Name of Grantee: ____________________________________________
Date of Grant: ______________________________________________
Number of Stock Appreciation Rights: ________________________
Base Price:1 ________________________________________________
Vesting Schedule:
Vesting Date Vesting Percentage
------------ ------------------
_________ _____
_________ _____
_________ _____
AGREEMENT (the "Agreement") made as of the Date of Grant by
and between OCCIDENTAL PETROLEUM CORPORATION, a Delaware
corporation (hereinafter called "Occidental," and, col-
lectively with its Subsidiaries, the "Company"), and
Grantee.
1. GRANT OF STOCK APPRECIATION RIGHTS. Subject to
and upon the terms, conditions, and restrictions set forth
in this Agreement and in the Occidental Petroleum
Corporation 1995 Incentive Stock Plan (the "Plan"),
Occidental hereby grants to Grantee as of the Date of Grant
the number of stock appreciation rights ("SARs") set forth
above. Each SAR entitles the Grantee, upon exercise thereof
in the manner and subject to the limitations described
below, to receive from the Company an amount equal to
_____%2 of the excess of the Fair Market Value per Share on
the exercise date over the Base Price (the "Spread"). The
SARs granted hereby are freestanding SARs and are not
granted in tandem with any stock option.
----------------------------------
1 Not less than the Fair Market Value per Share on the
Date of Grant.
2 Not greater than 100%.
2. TERM OF SARS. The term of the SARs shall commence
on the Date of Grant and, unless earlier terminated in
accordance with Section 6 hereof, shall expire _____ (__)3
years from the Date of Grant.
3. RIGHT TO EXERCISE. Subject to the expiration or
earlier termination of the SARs, on each Vesting Date the
number of SARs equal to the Vesting Percentage multiplied by
the initial number of SARs specified in this Agreement shall
become exercisable on a cumulative basis until these SARs
are fully exercisable. SARs that are exercisable under this
Agreement may be exercised in whole on in part.
4. SARS NONTRANSFERABLE. The SARs granted hereby
shall be neither transferable nor assignable by Grantee
other than by will or by the laws of descent and
distribution and may be exercised, during the lifetime of
Grantee, only by Grantee, or in the event of his or her
legal incapacity, by his or her guardian or legal
representative acting on behalf of the Grantee in a
fiduciary capacity under state law and court supervision.
5. NOTICE OF EXERCISE; PAYMENT.
(a) To the extent then exercisable, SARs shall be
exercised by oral or written notice to Occidental stating
the number of SARs under this Agreement being exercised;
provided, however, that each exercise of an SAR hereunder
and each election by the Grantee as to the form of payment
hereunder may be made only during the period beginning on
the third business day following the date of each release by
Occidental for publication of a regular quarterly or annual
statement of sales and earnings and ending on the twelfth
business day following such date. The date of such notice
shall be the exercise date. Any oral notice of exercise
shall be confirmed in writing to Occidental before the close
of business the same day.
(b) The amount payable by Occidental upon the
exercise of an SAR shall be equal to the number of SARs
being exercised multiplied by _____% of the Spread. Such
amount shall be paid within _____ days of receipt by
Occidental of the written notice of exercise.
[(c) The amount payable shall be paid by
Occidental in its sole discretion, in cash, Common Stock, or
any combination thereof [; provided, however, that the
amount of cash shall not be less than _____% of the amount
payable].]
[(c) The amount payable shall be paid by
Occidental in cash, Common Stock, or any combination
thereof, as the Grantee shall direct in the written notice
of exercise. [The Committee, in its sole discretion may at
any time thereafter disapprove
---------------------------------
3 Not greater than 10 years.
2
such election and direct that the Grantee receive such
amount entirely in cash or in whole shares of Common Stock
except for cash in lieu of any fractional shares.]]
[(c) The amount payable shall be paid by
Occidental entirely in cash.]
[(d) Any Common Stock provided in payment of the
SARs shall be valued at the Fair Market Value thereof on the
exercise date.]
6. TERMINATION OF AGREEMENT. The Agreement and the
SARs granted hereby shall terminate automatically and
without further notice on the earliest of the following
dates:
(a) Eighteen months after the Grantee ceases to
be an employee of the Company by reason of (i) termination
of employment under circumstances (other than retirement as
described in (d)(ii) below) determined by the Board to be
for the convenience of the Company or (ii) the Grantee's
permanent disability, if the Grantee becomes permanently
disabled while an employee of the Company;
(b) One year after the death of the Grantee if
the Grantee dies while an employee of the Company;
(c) Immediately upon the voluntary resignation of
the Grantee other than in connection with retirement as
provided in (d)(ii) below;
(d) Thirty calendar days after the Grantee ceases
to be an employee of the Company for any reason other than
(i) as described in Section 6(a), 6(b) or 6(c) hereof or
(ii) the Grantee's retirement under a retirement plan of the
Company at or after the earliest voluntary retirement age
provided for in such retirement plan or retirement at an
earlier age with the consent of the Board; or
(e) Ten years from the Date of Grant.
In the event that the Grantee commits an act that the
Committee determines to have been intentionally committed
and materially inimical to the interests of the Company, the
Agreement shall terminate at the time of that determination
notwithstanding any other provision of this Agreement. This
Agreement shall not be exercisable for any number of SARs in
excess of the number of SARs for which this Agreement is
then exercisable on the date of termination of employment.
For the purposes of this Agreement, the continuous
employment of the Grantee with the Company shall not be
deemed to have been interrupted, and the Grantee shall not
be deemed to have ceased to be an employee of the Company,
by reason of the transfer of his employment among the
Company and its Subsidiaries or an approved leave of
absence.
3
7. ACCELERATION OF SARS. In the event of a Change of
Control, the SARs granted hereby shall become immediately
exercisable. For purposes of this Agreement, "Change of
Control" means the occurrence of any of the following
events:
(a) any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than the
Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any company
owned, directly or indirectly, by the stockholders of
Occidental in substantially the same proportions as their
ownership of the Common Stock of Occidental), is or becomes
after the effective date of the Plan as provided in Section
16 of the Plan (the "Effective Date") the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Occidental (not including in
the securities beneficially owned by such person any
securities acquired directly from Occidental or its
affiliates) representing 50 percent or more of the combined
voting power of Occidental's then-outstanding securities;
(b) during any period of two consecutive years
(not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute
the Board, and any new director (other than a director
designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause
(a), (c), or (d) of this definition) whose election by the
Board or nomination for election by Occidental's
stockholders was approved by a vote of at least two thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease
for any reason to constitute at least a majority of the
Board; or
(c) the stockholders of Occidental approve a
merger or consolidation of Occidental with any other
corporation, other than (i) a merger or consolidation that
would result in the voting securities of Occidental
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity),
in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan
of the Company, at least 50 percent of the combined voting
power of the voting securities of Occidental or such
surviving entity outstanding immediately after such merger
or consolidation or (ii) a merger or consolidation effected
to implement a recapitalization of the Company (or similar
transaction) in which no person acquires more than 50
percent of the combined voting power of Occidental's then-
outstanding securities; or
(d) the stockholders of Occidental approve a plan
of complete liquidation of the Company or an agreement for
the sale or disposition of all or substantially all of the
Company's assets;
provided, however, that prior to the occurrence of any of
the events described in clauses (a) through (d) above, the
Board may determine that such event shall not constitute a
Change of Control for purposes of this Agreement.
4
8. NO EMPLOYMENT CONTRACT. Nothing contained in this
Agreement shall confer upon Grantee any right with respect
to continuance of employment by the Company, nor limit or
affect in any manner the right of the Company to terminate
the employment or adjust the compensation of Grantee.
9. TAXES AND WITHHOLDING. If the Company shall be
required to withhold any federal, state, local or foreign
tax in connection with the exercise of any SARs, the Grantee
shall pay the tax or make provisions that are satisfactory
to the Company for the payment thereof; provided, however,
that if the amount payable to the Grantee upon exercise is
payable, in whole or in part, in Common Stock, the Grantee
shall satisfy such withholding obligation by first
surrendering to the Company all or a portion of the shares
of Common Stock that are issued or transferred to the
Grantee upon the exercise of the SARs. Any shares of Common
Stock so surrendered by the Grantee shall be credited
against any such withholding obligation at the Fair Market
Value of such shares on the date of such surrender.
10. COMPLIANCE WITH LAW. The Company shall make
reasonable efforts to comply with all applicable federal and
state securities laws; provided, however, notwithstanding
any other provision of this Agreement, no SAR shall be
exercisable if the exercise thereof would result in a
violation of any such law.
11. ADJUSTMENTS. The Committee shall make such
adjustments in the Base Price and the number or kind of
shares of stock covered by the SARs that the Committee may
in good faith determine to be required to prevent any
dilution or expansion of the Grantee's rights under this
Agreement that otherwise would result from (a) any stock
dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of
the Company, or (b) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or
complete liquidation or other distribution of assets,
issuance of warrants or other rights to purchase securities,
or any other corporate transaction or event having an effect
similar to any of foregoing. In the event of any such
transaction or event, the Committee may provide in
substitution for any or all of the Grantee's rights under
this Agreement such alternative consideration as the
Committee may in good faith determine to be appropriate
under the circumstances and may require the surrender of all
rights so replaced.
12. RELATION TO OTHER BENEFITS. Any economic or other
benefit to the Grantee under this Agreement shall not be
taken into account in determining any benefits to which the
Grantee may be entitled under any profit-sharing, retirement
or other benefit or compensation plan maintained by the
Company and shall not affect the amount of any life
insurance coverage available to any beneficiary under any
life insurance plan covering employees of the Company.
13. AMENDMENTS. Any amendment to the Plan shall be
deemed to be an amendment to this Agreement to the extent
that the amendment is applicable hereto;
5
provided, however, that no amendment shall adversely affect
the rights of the Grantee under this Agreement without the
Grantee's consent.
14. SEVERABILITY. In the event that one or more of
the provisions of this Agreement shall be invalidated for
any reason by a court of competent jurisdiction, any
provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully
enforceable.
15. RELATION TO PLAN. This Agreement is subject to
the terms and conditions of the Plan. In the event of any
inconsistent provisions between this Agreement and the Plan,
the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them
in the Plan.
16. SUCCESSORS AND ASSIGNS. Without limiting Section
4 hereof, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of
Grantee, and the successors and assigns of the Company.
17. GOVERNING LAW. The interpretation, performance,
and enforcement of this Agreement shall be governed by the
laws of the State of Delaware.
18. NOTICES. Any notice to the Company provided for
herein shall be given to its Secretary at 00000 Xxxxxxxx
Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and any notice to
Grantee shall be addressed to said Grantee at his or her
address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be
deemed to be duly given if and when delivered personally or
deposited in the United States mail, first class registered
mail, postage and fees prepaid, and addressed as aforesaid.
Any party may change the address to which notices are to be
given hereunder by written notice to the other party as
herein specified (provided that for this purpose any mailed
notice shall be deemed given on the third business day
following deposit on the same in the United States mail).
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed on its behalf by its duly
authorized officer and Grantee has also executed this
Agreement in duplicate, as of the day and year first above
written.
OCCIDENTAL PETROLEUM CORPORATION
By: ___________________________
_______________________________
Grantee
6
