EXHIBIT 99.6
OCCIDENTAL PETROLEUM CORPORATION
PERFORMANCE STOCK AGREEMENT
(DEFERRED ISSUANCE OF SHARES)
Name of Grantee: __________________________________________________
Date of Grant: ____________________________________________________
Number of Target Shares of Performance Stock: _____________________
Performance Period:1 From _______________ to _______________
AGREEMENT (the "Agreement") made as of the Date of Grant by and between
OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (hereinafter called
"Occidental," and, collectively with its Subsidiaries, the "Company"), and
Grantee.
1. GRANT OF PERFORMANCE STOCK. 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 the Grantee as of the Date of Grant, the number of Target Shares of
Performance Stock set forth above. The Grantee shall have the right to receive
up to 175% of the number of the Target Shares of Performance Stock specified
above, subject to the terms of this Agreement.
2. RESTRICTIONS ON TRANSFER OF PERFORMANCE STOCK. The right to receive
Performance Stock may not be transferred, sold, pledged, exchanged, assigned or
otherwise encumbered or disposed of by the Grantee; provided, however, that the
Grantee's interest in the Performance Stock may be transferred at any time by
will or the laws of descent and distribution. Any purported transfer,
encumbrance or other disposition of the right to receive Performance Stock that
is in violation of this Section 2 shall be null and void, and the other party
to any such purported transaction shall not obtain any rights to or interest in
the Performance Stock.
3. PERFORMANCE OBJECTIVES. The Performance Objectives for the
Performance Period covered by this Agreement shall be peer company comparisons
based on Total Stockholder Return, as set forth on Exhibit I to this Agreement.
For purposes of this Agreement, the peer group companies are:
______________________________________________________________________________.
The attainment of the Performance Objectives shall not be deemed to have
occurred until so certified by the Committee.
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1 Not less than three years.
4. VESTING AND FORFEITURE OF PERFORMANCE STOCK. (a) The Grantee's right
to receive Performance Stock shall become nonforfeitable based upon the level
of achievement of the Performance Objectives established for the Performance
Period covered by this Agreement, subject to the Grantee's remaining in the
continuous employ of the Company during the Performance Period. The extent to
which the Grantee's right to receive shares of Performance Stock becomes non-
forfeitable shall be determined based upon the attainment of the Performance
Objectives, not to exceed 175% of the number of Target Shares of Performance
Stock, rounded up to the nearest whole number of shares as set forth on
Exhibit I to this Agreement. In no event, however, shall the Grantee's right
to receive any shares of Performance Stock become nonforfeitable if Occidental
ranks last or second to last among its peers in Total Stockholder Return.
The remaining shares of Performance Stock shall be forfeited. 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.
(b) Notwithstanding the provisions of Section 4(a), in the event of a
Change of Control prior to the end of the Performance Period, the Grantee's
right to receive the number of Target Shares of Performance Stock shall become
nonforfeitable. The right to receive additional shares of Performance Stock
shall be forfeited.
(c) Notwithstanding the provisions of Section 4(a), if, prior to the
end of the Performance Period, the Grantee dies or becomes permanently disabled
while in the employ of the Company, retires under a retirement plan of the
Company at or after the earliest voluntary retirement age provided for in such
retirement plan or retires at an earlier age with the consent of the Committee,
or terminates employment for the convenience of the Company, then (i) the
Grantee's right to receive shares of Performance Stock in excess of the number
of Target Shares shall immediately be forfeited, (ii) the Grantee's right to
receive shares of Performance Stock up to the number of Target Shares shall
immediately be forfeited on a pro rata basis based upon the number of days
remaining in the Performance Period, and (iii) Section 4(a) shall apply to
determine whether and to what extent the Grantee's right to receive the balance
of the Target Shares of Performance Stock shall become nonforfeitable,
determined as if the Grantee had remained employed with the Company throughout
the Performance Period. For purposes of clause (iii), the maximum possible
percentage of Target Shares listed on Exhibit I (175%) shall be reduced to
100%, and the other percentages listed on Exhibit I shall be reduced propor-
tionately.
5. PAYMENT OF AWARDS. The Common Stock covered by this Agreement or any
prorated portion thereof shall be issuable to the Grantee as promptly as
practicable after the end of the Performance Period or the Change of Control,
as the case may be.
6. CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to each
of the Target Shares of Performance Stock (but not the additional shares)
covered by this
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Agreement, the Grantee shall be credited on the records of Occidental with an
amount (the "Dividend Equivalent") equal to the amount per share of any cash
dividends declared by the Board on the outstanding Common Stock during the
period beginning on the Date of Grant and ending with respect to any portion of
the Target Shares covered by this Agreement on the date on which the Grantee's
right to receive such portion becomes nonforfeitable, or, if earlier, the date
on which the Grantee forfeits the right to receive such portion. Occidental
shall pay in cash to the Grantee an amount equal to the Dividend Equivalents
credited to such Grantee as promptly as may be practicable after the Grantee
has been credited with a Dividend Equivalent.
7. ADJUSTMENTS. The Committee shall make such adjustments in the number
or kind of shares of stock covered by the Agreement that the Committee may in
good faith determine to be required in order to prevent 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 all or
any portion 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 re-
placed. In addition, the Committee shall make such adjustments to the compari-
son of the peer group companies as may, in the sole judgment of the Committee,
if necessary, to reflect changes in circumstances of members of the peer group.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon the 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 the Grantee.
9. TAXES AND WITHHOLDING. If the Company shall be required to withhold
any federal, state, local or foreign tax in connection with the issuance of any
Common Stock or other securities or the payment of any other consideration
pursuant to this Agreement (other than the payment of Dividend Equivalents),
the Grantee shall satisfy all or any part of any such withholding obligation by
surrendering to the Company a portion of the shares of Common Stock that are
issued or transferred to the Grantee hereunder, and the shares of Common Stock
so surrendered by the Grantee shall be credited against any such withholding
obligation at the Fair Market Value per Share 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, how-
ever, notwithstanding any other provision of this Agreement, the Company shall
not be
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obligated to issue any Common Stock or other securities pursuant to this
Agreement if the issuance thereof would result in a violation of any such
law.
11. 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.
12. 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; provided, however, that no amendment shall adversely affect the rights
of the Grantee under this Agreement without the Grantee's consent.
13. 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.
14. 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.
15. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Delaware.
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: ___________________________
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The undersigned Grantee hereby (i) acknowledges receipt of an executed
original of this Agreement and (ii) accepts the right to receive the Common
Stock or other securities covered hereby, subject to the terms and conditions
of the Plan and the terms and conditions hereinabove set forth.
_______________________________________
Grantee
Date: _________________________________
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EXHIBIT I
1995 OPC INCENTIVE STOCK PLAN
AWARD SCHEDULE FOR PERFORMANCE STOCK
% of Number of
Total Stockholder Target Shares of Performance If Number of Target
Return Stock that Become Shares is 1,000, Shares
Ranking vs. Peers Nonforfeitable earned is:
-------------------- ---------------------------- -----------------------
1 175% 1,750
2 160% 1,600
3 145% 1,450
4-5 100% 1,000
6-7 50% 500
8-9 0% 0
