EXHIBIT 99.5
OCCIDENTAL PETROLEUM CORPORATION
RESTRICTED STOCK AGREEMENT
(IMMEDIATE ISSUANCE OF SHARES)
Name of Grantee: ____________________________________________
Date of Grant: ______________________________________________
Number of shares of Restricted Stock: _______________________
Vesting Date: ________________
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 RESTRICTED 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 shares
of Restricted Stock set forth above. The Restricted Stock
shall be fully paid and nonassessable and shall be
represented by a certificate(s) registered in the name of
the Grantee and bearing a legend referring to the
restrictions hereinafter set forth.
2. RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK. The
shares of Restricted Stock may not be transferred, sold,
pledged, exchanged, assigned or otherwise encumbered or
disposed of by the Grantee, except to Occidental, until they
have become nonforfeitable in accordance with Section 3;
provided, however, that the Grantee's interest in the
Restricted 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 Restricted
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 Restricted Stock.
3. VESTING OF RESTRICTED STOCK. (a) The Restricted
Stock shall become nonforfeitable ______ (_____) years from
the Date of Grant, subject to the Grantee's remaining in the
continuous employ of the Company during that _____ year
period. 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
3(a), all of the shares of Restricted Stock shall (i)
immediately become nonforfeitable in the event of a Change
of Control, and (ii) become nonforfeitable on a pro rata
basis based upon the number of days of the vesting period
that have elapsed if the Grantee (A) dies or becomes
permanently disabled while in the employ of the Company, (B)
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 (C) terminates employment for
the convenience of the Company.
4. FORFEITURE OF RESTRICTED STOCK. Subject to
Section 3(b), any shares of Restricted Stock that have not
theretofore become nonforfeitable shall be forfeited if the
Grantee ceases to be employed by the Company at any time
prior to the applicable vesting date. In the event of a
forfeiture, the certificate(s) representing the shares of
Restricted Stock shall be canceled.
5. DIVIDEND, VOTING AND OTHER RIGHTS. Except as
otherwise provided herein, the Grantee shall have all of the
rights of a stockholder with respect to the shares of
Restricted Stock, including the right to vote such shares
and receive any dividends that may be paid thereon;
provided, however, that any additional shares of Common
Stock or other securities that the Grantee may become
entitled to receive pursuant to a stock dividend, stock
split, combination of shares, recapitalization, merger,
consolidation, separation or reorganization or any other
change in the capital structure of Occidental shall be
subject to the same restrictions as the shares of Restricted
Stock.
6. RETENTION OF STOCK CERTIFICATE(S) BY OCCIDENTAL.
The certificate(s) representing the Restricted Stock shall
be held in custody by Occidental, together with a stock
power endorsed in blank by the Grantee with respect thereto,
until those shares have become nonforfeitable in accordance
with Section 3.
7. 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.
8. TAXES AND WITHHOLDING. If the Company shall be
required to withhold any federal, state, local or foreign
tax in connection with the issuance or vesting of any
restricted or nonrestricted Common Stock or other securities
pursuant to this Agreement, the Grantee shall satisfy any
such withholding obligation by surrendering to the Company a
portion of the nonforfeitable 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.
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9. 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, the Company shall not
be obligated to issue any restricted or nonrestricted Common
Stock or other securities pursuant to this Agreement if the
issuance thereof would result in a violation of any such
law.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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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