EXHIBIT 99.3
OCCIDENTAL PETROLEUM CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
Name of Optionee: ___________________________________________
Date of Grant: ______________________________________________
Number of Optioned Shares: __________________________________
Option Price:1 ______________________________________________
Vesting Percentage: ________________ Percent
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
Optionee.
1. GRANT OF STOCK OPTION. 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 Optionee as of the Date of Grant a stock option (the
"Option") to purchase up to the number of Optioned Shares.
The Option may be exercised from time to time in accordance
with the terms of this Agreement. The Option is intended to
be a nonqualified stock option and shall not be treated as
an "incentive stock option" within the meaning of that term
under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or any successor provision thereto.
2. TERM OF OPTION. The term of the Option shall
commence on the Date of Grant and, unless earlier terminated
in accordance with Section 6 hereof, shall expire _____
(__)2 years from the Date of Grant.
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1 Not less than the Fair Market Value per Share on the
Date of Grant. If the Option Price is based upon an index,
(i) specify the index and the method for applying the index
to the initial Option Price, and (ii) specify that in no
event will the Option price be less than the Fair Market
Value per Share on the Date of the Grant.
2 Not greater than 10 years.
3. RIGHT TO EXERCISE. Subject to the expiration or
earlier termination of the Option, on each anniversary of
the Date of Grant the number of Optioned Shares equal to the
Vesting Percentage multiplied by the initial number of
Optioned Shares specified in this Agreement shall become
exercisable on a cumulative basis until the Option is fully
exercisable. To the extent the Option is exercisable, it
may be exercised in whole or in part.
4. OPTION NONTRANSFERABLE. The Option granted hereby
shall be neither transferable nor assignable by the Optionee
other than by will or by the laws of descent and
distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee, or in the event of his
or her legal incapacity, by his or her guardian or legal
representative acting on behalf of the Optionee in a
fiduciary capacity under state law and court supervision.
5. NOTICE OF EXERCISE; PAYMENT. To the extent then
exercisable, the Option shall be exercised by oral or
written notice to Occidental stating the number of Optioned
Shares for which the Option is being exercised and the
intended manner of payment. Payment equal to the aggregate
Option Price of the Optioned Shares shall be (a) in cash in
the form of currency or check or other cash equivalent
acceptable to Occidental, (b) by actual or constructive
transfer to Occidental of nonforfeitable, nonrestricted
shares of Common Stock that have been owned by the Optionee
for (i) more than one year prior to the date of exercise and
for more than two years from the date on which the option
was granted, if they were originally acquired by the
Optionee pursuant to the exercise of an incentive stock
option, or (ii) more than six months prior to the date of
exercise, if they were originally acquired by the Optionee
other than pursuant to the exercise of an incentive stock
option, or (c) by any combination of the foregoing methods
of payment. Nonforfeitable, nonrestricted shares of Common
Stock that are transferred by the Optionee in payment of all
or any part of the Option Price shall be valued on the basis
of their Fair Market Value per Share. The requirement of
payment in cash shall be deemed satisfied if the Optionee
makes arrangements that are satisfactory to Occidental with
a broker that is a member of the National Association of
Securities Dealers, Inc. to sell a sufficient number of the
shares of Common Stock, which are being purchased pursuant
to the exercise, so that the net proceeds of the sale
transaction will at least equal the amount of the aggregate
Option Price, and pursuant to which the broker undertakes
to deliver to Occidental the amount of the aggregate Option
Price not later than the date on which the sale transaction
will settle in the ordinary course of business. 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.
6. TERMINATION OF AGREEMENT. The Agreement and the
Option granted hereby shall terminate automatically and
without further notice on the earliest of the following
dates:
(a) Eighteen months after the Optionee ceases to
be an employee of the Company by reason of (i) termination
of employment under circumstances (other than
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retirement as described in (d)(ii) below determined by the
Board to be for the convenience of the Company or (ii) the
Optionee's permanent disability, if the Optionee becomes
permanently disabled while an employee of the Company;
(b) One year after the death of the Optionee if
the Optionee dies while an employee of the Company;
(c) Immediately upon the voluntary resignation of
the Optionee other than in connection with retirement as
provided in (d)(ii) below;
(d) Thirty calendar days after the Optionee
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 Optionee 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
Optioned Shares in excess of the number of Optioned Shares
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 Optionee with
the Company shall not be deemed to have been interrupted,
and the Optionee 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.
7. ACCELERATION OF OPTION. In the event of a Change
of Control, the Option granted hereby shall become
immediately exercisable in full. 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;
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(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;
(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.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this
Agreement shall confer upon the Optionee 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
Optionee.
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 the Option, the
Optionee shall pay the tax or make provisions that are
satisfactory to the Company for the payment thereof. The
Optionee may elect to 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 Optionee upon the exercise of the Option,
and the shares of Common Stock so surrendered by the
Optionee shall be credited against any such withholding
obligation at the Fair Market Value per Share of such shares
on the date of such surrender; provided, however, if the
Optionee is subject to Section 16 of the Exchange Act, such
election shall be made in accordance with Rule
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16b-3 and subject to approval by the Committee if such
approval is then required by Rule 16b-3.
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, the Option shall not
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 Option Price and the number or kind of
shares of stock covered by the Option that the Committee may
in good faith determine to be required in order to prevent
dilution or expansion of the Optionee'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 the foregoing. In the event of any such
transaction or event, the Committee may provide in
substitution for all or any portion of the Optionee'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 Optionee under this Agreement shall not be
taken into account in determining any benefits to which the
Optionee 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; provided, however,
that no amendment shall adversely affect the rights of the
Optionee under this Agreement without the Optionee'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.
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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
the Optionee, 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and any notice to
the Optionee shall be addressed to said Optionee 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 Optionee has also executed this
Agreement in duplicate, as of the day and year first above
written.
OCCIDENTAL PETROLEUM CORPORATION
By: ___________________________
_______________________________
Optionee
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