OCCIDENTAL PETROLEUM CORP /DE/
EXHIBIT 10.47
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex1047-20021231.txt
<DESCRIPTION>EXHIBIT 10.47
<TEXT>
                                                                   EXHIBIT 10.47


                        OCCIDENTAL PETROLEUM CORPORATION
                        2001 INCENTIVE COMPENSATION PLAN
                         RESTRICTED SHARE UNIT AGREEMENT
                     (MANDATORY DEFERRED ISSUANCE OF SHARES)


NAME OF GRANTEE:
                    ------------------------------------------------------------
DATE OF GRANT:
                    ------------------------------------------------------------
RESTRICTED SHARE UNITS:
                              --------------------------------------------------
VESTING SCHEDULE:   1ST ANNIVERSARY                   RESTRICTED SHARE UNITS
                    ------------------------------------------------------------
                    2ND ANNIVERSARY                   RESTRICTED SHARE UNITS
                    ------------------------------------------------------------
                    3RD ANNIVERSARY                   RESTRICTED SHARE UNITS
                    ------------------------------------------------------------
                    4TH ANNIVERSARY                   RESTRICTED SHARE UNITS
                    ------------------------------------------------------------
                    5TH ANNIVERSARY                   RESTRICTED SHARE UNITS
                    ------------------------------------------------------------

AGREEMENT (this "Agreement") made as of the Date of Grant between OCCIDENTAL
PETROLEUM CORPORATION, a Delaware corporation ("Occidental") and, with its
subsidiaries, (the "Company"), and Grantee.


1.   GRANT OF RESTRICTED SHARE UNITS. In accordance with this Agreement and the
Occidental Petroleum Corporation 2001 Incentive Compensation Plan, as amended
from time to time (the "Plan"), Occidental grants to the Grantee as of the Date
of Grant, the right to receive, at the end of the Deferral Period in accordance
with Grantee's distribution election, Common Shares equal to the number of
Restricted Share Units that vest according to the schedule set forth above. For
the purposes of this Agreement, (a) Deferral Period means the period commencing
on the date the Restricted Share Units vest and ending on the earlier of the
date the Grantee retires under a Company-sponsored retirement plan or the date
the Grantee's employment with the Company terminates for any other reason, and
(b) Restricted Share Unit means a bookkeeping entry equivalent to a whole or
fractional Common Share. Restricted Share Units are not shares and have no
voting rights or, except as stated in Section 5, dividend rights.

2.   RESTRICTIONS ON TRANSFER. Neither this Agreement, the Restricted Share
Units nor the right to receive Common Shares may be transferred or assigned by
the Grantee other than (i) to a beneficiary designated on a form approved by the
Company, by will or, if the Grantee dies without designating a beneficiary or a
valid will, by the laws of descent and distribution, or (ii) pursuant to a
domestic relations order (if approved or ratified by the Administrator).


3.   VESTING AND FORFEITURE OF RESTRICTED SHARE UNITS. (a) Subject to Sections
3(b) and (c), on each anniversary of the Date of Grant the number of Restricted
Share Units indicated above in the Vesting Schedule for such anniversary will
vest and become non-forfeitable if the Grantee remains in the continuous employ
of the Company through such Date. The continuous employment of the Grantee will
not be deemed to have been interrupted by reason of the transfer of the
Grantee's employment among the Company and its affiliates or an approved leave
of absence.

     (b)  Notwithstanding Section 3(a), if the Grantee dies or becomes
permanently disabled while in the employ of the Company, retires under a
Company-sponsored retirement plan or with the consent of the Company, or
terminates employment for the convenience of the Company (each of the foregoing,
a
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"Vesting Event"), then Restricted Share Units that have not vested prior to the
date of the Vesting Event will become fully vested and nonforfeitable as of such
date.

     (c)  Notwithstanding Section 3(a), if a Change in Control Event occurs
prior to the end of the Vesting Schedule, all of the Restricted Share Units that
have not yet vested shall immediately become fully vested and nonforfeitable.

4.   DEFERRAL OF COMMON SHARE PAYOUT. By accepting this Restricted Share Unit
Agreement, the Grantee has agreed that the receipt of the Common Shares will be
deferred in accordance with the terms and conditions of the Occidental Petroleum
Corporation Deferred Stock Program as such Program may be amended from time to
time. The administration of the Deferred Stock Program is governed by the
Executive Compensation and Human Resources Committee, whose decision on all
matters shall be final. The deferral of receipt of any Common Shares upon the
vesting of the Restricted Share Units is irrevocable and cannot be changed or
canceled. As a result of the deferral, no Common Shares will be issued pursuant
to this Agreement upon the vesting of the Restricted Share Units, and the
Restricted Share Units will continue to be recorded as a bookkeeping entry.

5.   CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number
of Restricted Share Units listed above, the Grantee will be credited on the
books and 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 Shares until the shares vest, or, if earlier, up to the date
on which the Grantee forfeits all or any portion of the Restricted Share Units.
Until the Restricted Share Units have vested, Occidental will 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.

6.   NO EMPLOYMENT CONTRACT. Nothing in this Agreement confers upon the Grantee
any right with respect to continued employment by the Company, nor limits in any
manner the right of the Company to terminate the employment or adjust the
compensation of the Grantee.

7.   TAXES AND WITHHOLDING. If the Company must withhold any federal, state,
local or foreign tax in connection with the issuance or vesting of the
Restricted Share Units or other securities or the payment of Dividend
Equivalents pursuant to this Agreement, the Grantee by executing the Agreements
agrees that, so long as the Grantee is an employee of the Company for tax
purposes, all or any part of any such withholding obligation shall be deducted
from the Grantee's regular pay.

8.   COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply
with all applicable federal and state securities laws; however, the Company will
not issue any Common Shares or other securities pursuant to this Agreement if
their issuance would result in a violation of any such law.

9.   RELATION TO OTHER BENEFITS. The benefits received by the Grantee under this
Agreement will 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, including the amount of
any life insurance coverage available to any beneficiary of the Grantee under
any life insurance plan covering employees of the Company. This grant of
Restricted Share Units does not create any contractual or other right to receive
future grants of Restricted Share Units, or benefits in lieu of Restricted Share
Units, even if Grantee has a history of receiving Restricted Share Units or
other stock awards.

10.  AMENDMENTS. Any amendment to the Plan or the Deferred Stock Program will be
deemed to be an amendment to this Agreement to the extent it is applicable to
this Agreement or the deferrals made pursuant to this Agreement; however, no
amendment will adversely affect the rights of the Grantee under this Agreement
without the Grantee's consent.

11.  SEVERABILITY. If one or more of the provisions of this Agreement is
invalidated for any reason by a court of competent jurisdiction, the invalidated
provisions shall be deemed to be separable from the
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other provisions of this Agreement, and the remaining provisions of this
Agreement will continue to be valid and fully enforceable.

12.  RELATION TO PLAN; INTERPRETATION. 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 provisions of the Plan control. Capitalized
terms used in this Agreement without definition have the meanings assigned to
them in the Plan. References to Sections are to Sections of this Agreement
unless otherwise noted.

13.  SUCCESSORS AND ASSIGNS. Subject to Sections 2 and 3, the provisions of this
Agreement shall be for the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of the Grantee, and the
successors and assigns of the Company.

14.  GOVERNING LAW. The laws of the State of Delaware govern the interpretation,
performance, and enforcement of this Agreement.

     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, effective as of the Date of Grant.


                                   OCCIDENTAL PETROLEUM CORPORATION



                                   By:
                                        ----------------------------------------



                                   ---------------------------------------------
                                   Grantee

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