OCCIDENTAL PETROLEUM CORP /DE/
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex101-1q2003.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1


                        OCCIDENTAL PETROLEUM CORPORATION
              1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                      (AS AMENDED EFFECTIVE APRIL 25, 2003)

     1.   Purpose. The purpose of the Occidental Petroleum Corporation 1996
Restricted Stock Plan for Non-Employee Directors (the "Plan") is to provide
ownership of Occidental Petroleum Corporation's ("Occidental") Common Stock to
non-employee directors in order to more closely align director and stockholder
interests, to provide a competitive compensation program for directors and to
enhance Occidental's ability to attract and retain top-quality directors.

     2.   Administration of the Plan.

          (a)  Members of the Committee. The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"). Members of the Committee
shall be appointed from time to time by the Board and shall serve at the
pleasure of the Board. Any Committee member may resign at any time upon written
notice to the Board.

          (b)  Authority of the Committee. The Committee shall adopt such rules
as it may deem appropriate in order to carry out the purpose of the Plan. All
questions of interpretation, administration, and application of the Plan shall
be determined by a majority of the members of the Committee then in office,
except that the Committee may authorize any one or more of its members, or any
officer of Occidental, to execute and deliver documents on behalf of the
Committee. The determination of such majority shall be final and binding in all
matters relating to the Plan. Determinations made with respect to any individual
Non-Employee Director shall be made without participation by such Non-Employee
Director in such determination. No member of the Committee shall be liable for
any act done or omitted to be done by such member or by any other member of the
Committee in connection with the Plan, except for such member's own willful
misconduct or as expressly provided by statute.

     3.   Stock Reserved for the Plan. The number of shares of Common Stock
authorized for issuance under the Plan is 150,000, subject to adjustment
pursuant to Section 8 hereof. Shares of Common Stock delivered hereunder may be
Common Stock of original issuance or Common Stock held in treasury, or a
combination thereof.

     4.   Awards of Restricted Stock.

          (a)  Annual Awards. On the first business day following each annual
meeting commencing with the 1999 Annual Meeting, each Non-Employee Director who
is then a member of the Board shall be awarded two thousand five hundred (2,500)
whole shares of Restricted Stock.

          (b)  Special Awards. On the first business day following each annual
meeting, each Non-Employee Director who is then serving as a Chairman of one or
more committees of the Board or as Lead Independent Director shall be awarded
three hundred (300) whole shares of Restricted Stock with respect to each such
position, in addition to any Award he or she may be granted pursuant to Section
4(a) above.

          (c)  Interim Awards. If a Non-Employee Director is elected other than
at an annual meeting, then on the first business day following his or her
election as a member of the Board, such newly elected Non-Employee Director
shall be awarded the number of shares (rounded to the nearest whole share) of
Restricted Stock equal to two thousand five hundred (2,500) multiplied by a
fraction, the numerator of which is the number of regularly scheduled Board
meetings remaining between the date of his or her election and the next annual
meeting and the denominator of which is the number of regularly scheduled Board
meetings between the most recent annual meeting and the next annual meeting.

          (d)  Effectiveness of Awards. Notwithstanding anything in this Plan to
the contrary, no Award made pursuant to the Plan or any amendment to the Plan
shall be effective prior to the requisite approval of the Plan or such amendment
by the stockholders of Occidental. In the event requisite stockholder approval
is not obtained, the Plan, and any Award thereunder, shall be null and void.
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     5.   Terms and Conditions of Awards. Restricted Stock awarded to a
Non-Employee Director under the Plan shall be subject to the following
restrictions:

          (a)  During the period of the Director's service as a member of the
Board (the "Restriction Period"), any shares of Common Stock awarded under the
Plan shall not be sold, assigned, pledged, hypothecated or otherwise transferred
or encumbered. During the Restriction Period, the certificate representing such
shares of Common Stock shall contain a statement referring to the restrictions
contained in this Section 5(a) and such certificate shall be held by the
Company. Except as provided in Section 9, as soon as practicable after the lapse
of restrictions applicable to Restricted Stock, all shares of Restricted Stock
held by the Company for the benefit of a Non-Employee Director shall be given to
such Non-Employee Director, free and clear of any restrictions applicable
thereto during the Restriction Period.

          (b)  Whenever cash dividends are paid by Occidental on outstanding
Common Stock, each Non-Employee Director will receive in cash all dividends paid
on the Restricted Stock then held by the Company for the benefit of such
Non-Employee Director on the record date for the dividend. Common Stock
distributed in connection with a stock split or stock dividend, and other
property distributed as a dividend, shall be subject to restrictions to the same
extent as the Restricted Stock with respect to which such Common Stock or other
property has been distributed.

          (c)  Each Non-Employee Director hereunder may designate from time to
time any beneficiary or beneficiaries (who may be designated concurrently,
contingently or successively) to whom any shares of Restricted Stock and any
cash amounts are to be paid in case of the Non-Employee Director's death before
receipt of any part or all of such Restricted Stock and cash. Each designation
will revoke all prior designations by the Non-Employee Director, shall be in a
form prescribed by the Committee, and will be effective only when filed by the
Non-Employee Director, in writing, with the Secretary of Occidental. Reference
in the Plan to a Non-Employee Director's "beneficiary" at any date shall include
such persons designated as concurrent beneficiaries on the Non-Employee
Director's beneficiary designation form then in effect. In the absence of any
such designation, any shares of Restricted Stock being held by the Company for
the benefit of such Non-Employee Director at the time of his or her death may,
in the sole discretion of the Committee, be paid to such Non-Employee Director's
estate in a cash lump sum.

     6.   Foreign Participants. In order to facilitate the making of an Award,
the Board may provide for such special terms for Awards to Non-Employee
Directors who are foreign nationals, as the Board may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Board may approve such supplements to, or amendments, restatements
or alternative versions of, the Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of the Plan as in effect
for any other purpose, and the Secretary or other appropriate officer of
Occidental may certify any such document as having been approved and adopted in
the same manner as the Plan; provided that, no such supplements, amendments,
restatements or alternative versions shall include any provisions that are
inconsistent with the terms of the Plan, as then in effect, unless the Plan
could have been amended to eliminate the inconsistency without further approval
by the stockholders of Occidental.

     7.   Change in Control. Upon the occurrence of a Change in Control, all
restrictions affecting Restricted Shares shall lapse and such shares shall be
delivered to each Non-Employee Director as soon as practicable thereafter;
provided that, the Committee may, in its sole discretion authorize the payment
of cash, in lieu of the issuance of such shares.

     8.   Adjustments. The Board may make or provide for such adjustments in the
number of shares of Restricted Stock awarded under the Plan, as the Board may in
good faith determine to be required in order to prevent dilution or expansion of
the rights of Non-Employee Directors that otherwise would result from (i) any
stock dividend, stock split, combination of shares recapitalization or other
change in the capital structure of the Company or (ii) 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 Board may provide in substitution for any or all
outstanding Restricted Stock Awards under the Plan such alternative
consideration as it may in good


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faith determine to be appropriate under the circumstances and may require the
surrender of all Awards so replaced. Moreover, the Board may, on or after the
date of any Award, provide in the agreement evidencing such Award that the
Non-Employee Director may elect to receive an equivalent Award in respect of
securities of the surviving entity of any merger, consolidation or other
transaction or event having similar effect, or the Board may provide that the
Non-Employee Director will automatically be entitled to receive such an
equivalent Award. The Board may also provide for such adjustments in the maximum
number of shares of Common Stock specified in Section 3 as the Board, in good
faith, determines to be appropriate in order to reflect any transaction or event
described in this Section 8.

     9.   Withholding. Occidental shall defer making payments or deliveries
under the Plan until satisfactory arrangements have been made for the payment of
any federal, state, local or foreign taxes (whether or not required to be
withheld) with respect to such payment or delivery. At the discretion of the
Committee, any such arrangements may without limitation include relinquishment
of a portion of any such payment or benefit or the surrender of outstanding
Common Stock, and any agreement pertaining to an Award may make such
relinquishment the mandatory form of satisfying such taxes. The Committee may
also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.

     10.  Rights of Non-Employee Directors.

          (a)  Retention as Non-Employee Director. Nothing contained in the Plan
or with respect to any Award shall interfere with or limit in any way the right
of the stockholders of Occidental to remove any Non-Employee Director from the
Board, nor confer upon any Non-Employee Director any right to continue in the
service of Occidental as a Non-Employee Director.

          (b)  Nontransferability. No right or interest of any Non-Employee
Director in any Award shall be assignable or transferable during the lifetime of
the Non-Employee Director, either voluntarily or involuntarily, or subjected to
any lien, directly or indirectly, by operation of law, or otherwise, including
execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of
a Non-Employee Director's death, a Non-Employee Director's rights and interests
in his or her Award shall be transferable by testamentary will or the laws of
descent and distribution. If in the opinion of the Committee a person entitled
to payments or to exercise rights with respect to the Plan is disabled from
caring for his or her affairs because of mental condition, physical condition or
age, payment due such person may be made to, and such rights shall be exercised
by, such person's guardian, conservator or other legal personal representative
upon furnishing the Committee with evidence satisfactory to the Committee of
such status.

          (c)  Except to the extent restricted under the terms of an agreement
evidencing a grant of Restricted Stock, a Non-Employee Director awarded such
stock shall have all of the rights of a stockholder, including, without
limitation, the right to vote Restricted Stock and the right to receive
dividends thereon.

     11.  Amendment; Termination. The Board may at any time and from time to
time alter, amend, suspend or terminate the Plan in whole or in part; provided
that, no amendment which requires stockholder approval shall be effective unless
the same shall be approved by the stockholders of Occidental entitled to vote
thereon. Notwithstanding the foregoing, no amendment shall affect adversely any
of the rights of any Non-Employee Director, without such Non-Employee Director's
consent.

     12.  General Restrictions.

          (a)  Regulations and Offer Approvals. The obligation of Occidental to
deliver Common Stock with respect to any Award under the Plan shall be subject
to all applicable laws, rules and regulations, including all applicable federal
and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the
Committee.

          (b)  Each Award granted under the Plan is subject to the requirement
that, if at any time the Committee determines, in its absolute discretion, that
the listing, registration or qualification of Common Stock issuable pursuant to
the Plan is required by any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of,


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or in connection with, such Award or the issuance of Common Stock, no such Award
or payment shall be made or Common Stock issued, in whole or in part, unless
listing, registration, qualification, consent or approval has been effected or
obtained free of any conditions not acceptable to the Committee. Nothing herein
shall be deemed to require Occidental to apply for or to obtain such listing,
registration or qualification.

          (c)  In the event that the disposition of Common Stock acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act and is not otherwise exempt from such registration,
such Common Stock shall be restricted against transfer to the extent required by
the Securities Act or regulations thereunder, and Occidental may require any
Non-Employee Director to whom Common Stock is granted, as a condition of
receiving such Common Stock, to give written assurances in substance and form
satisfactory to Occidental and its counsel to the effect that such person is
acquiring the Common Stock for his or her own account and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as Occidental deems necessary or appropriate in order to comply with
federal and applicable state securities laws.

     13.  Governing Law. The Plan and all rights hereunder shall be construed in
accordance with and governed by the laws of the State of Delaware.

     14.  Plan Interpretation. The Plan is intended to comply with Rule 16b-3
and shall be construed to so comply.

     15.  Headings. The headings of sections and subsections herein are included
solely for convenience of reference and shall not affect the meaning of any of
the provisions of the Plan.

     16.  Term of Plan. This Plan shall become effective on the Effective Date,
and shall remain in effect for ten (10) years from such date, unless sooner
terminated by the Board.

     17.  Definitions. For purposes of the Plan, the following terms shall have
the following meanings:

          (a)  "Award" means any award of Restricted Stock under the Plan.

          (b)  "Board" means the Board of Directors of Occidental.

          (c)  "Change in Control" means a change in control of Occidental,
which shall be deemed to have occurred if:

               (i)   any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of Occidental 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, 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 (50%) or more of the
combined voting power of Occidental's then-outstanding securities; or

               (ii)  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 Occidental to
effect a transaction described in clause (i), (iii), or (iv) 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
such 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

               (iii) the stockholders of Occidental approve a merger or
consolidation of Occidental with any other corporation, other than (A) a merger
or consolidation which would result in the voting


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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 any employee benefit plan of
Occidental, 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 (B) a merger or consolidation effected to
implement a recapitalization of Occidental (or similar transaction) in which no
person acquires more than 50 percent (50%) of the combined voting power of
Occidental's then-outstanding securities; or

               (iv)  the stockholders of Occidental approve a plan of complete
liquidation of Occidental or an agreement for the sale or disposition of all or
substantially all of Occidental's assets; provided that, prior to the occurrence
of any of the events described in clauses (i) through (iii) above, the Board may
determine that such an event shall not constitute a Change of Control for
purposes of the Plan.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.

          (e)  "Common Stock" means shares of the common stock, par value $.20
per share, of Occidental.

          (f)  "Company" means Occidental Petroleum Corporation and its
subsidiaries, collectively.

          (g)  "Effective Date" means April 26, 1996 or the date of approval of
the Plan by the stockholders of Occidental, whichever comes first.

          (h)  "Exchange Act" means the Securities Exchange Act of 1934, as now
or hereafter construed, interpreted and applied by regulations, rulings and
cases.

          (i)  "Fair Market Value" means the per share fair market value of
Common Stock as determined by such methods or procedures as shall be established
from time to time by the Committee. Unless otherwise determined by the Committee
in good faith, the per share Fair Market Value of Common Stock as of a
particular date shall mean (i) the closing sales price per share of Common Stock
on the national securities exchange on which the Common Stock is principally
traded, for the last preceding date on which there was a sale of such Common
Stock on such exchange, or (ii) if the shares of Common Stock are then traded in
an over-the-counter market, the average of the closing bid and asked prices for
the shares of Common Stock in such over-the-counter market for the last
preceding date on which there was a sale of such Common Stock in such market, or
(iii) if the shares of Common Stock are not then listed on a national securities
exchange or traded in an over-the-counter market, such value as the Committee,
in its sole discretion, shall determine.

          (j)  "Non-Employee Director" means a member of the Board who is
neither an officer nor employee of the Company.

          (k)  "Plan" means this Occidental Petroleum Corporation 1996
Restricted Stock Plan For Non-Employee Directors.

          (l)  "Restriction Period" means, in respect of Restricted Stock, the
period referenced in Section 5(a).

          (m)  "Restricted Stock" means a grant of shares of Common Stock, which
shares are subject to the restrictions on transfer described in Section 5(a).

          (n)  "Rule 16b-3" means Rule 16b-3, as promulgated and amended from
time to time by the Securities and Exchange Commission under the Exchange Act,
or any successor rule to the same effect.


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