8-KMaterial Agreements

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Material Agreement (Feb 15, 2005)

Filed February 15, 2005For Securities:OXYOXY-WT

Summary

This Form 8-K filing by Occidental Petroleum Corporation (OXY) on February 15, 2005, reports on a material definitive agreement: the extension and amendment of the employment agreement for Dr. Ray R. Irani, Chairman, President, and CEO. The agreement, originally from November 2000, has been extended from May 2007 to May 2010. Key changes include provisions for salary and bonus payments in stock or cash, increased post-retirement life insurance coverage, and updated terms regarding benefits, perquisites, and severance following termination. The amendment also incorporates technical corrections to comply with the American Jobs Creation Act of 2004. For investors, this signals continued commitment to Dr. Irani's leadership and outlines executive compensation flexibility. It also details enhanced severance provisions and benefits, which could represent significant financial obligations for the company in certain termination scenarios, including change-of-control events.

Key Highlights

  • 1Occidental Petroleum extended Dr. Ray R. Irani's employment agreement, ensuring leadership continuity through May 2010.
  • 2The CEO's compensation structure now allows for salary increases and bonuses to be paid in cash, Occidental common stock, or a combination thereof.
  • 3Post-retirement life insurance coverage for Dr. Irani has been increased to three times his highest annual salary.
  • 4The amended agreement clarifies severance benefits, including a provision for a lump-sum payment equivalent to three times his highest annual salary and bonus upon termination by the company or constructive termination.
  • 5In the event of termination, Dr. Irani is entitled to immediate vesting of all unvested stock options, SARs, and restricted stock awards.
  • 6The agreement includes provisions for continued medical and dental benefits for Dr. Irani and his wife post-retirement or termination.
  • 7Occidental will indemnify Dr. Irani for certain excise taxes related to a change of control and maintain D&O insurance of at least $100 million.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a material definitive agreement, specifically the amendment and extension of the employment contract for Occidental Petroleum's Chairman, President, and CEO, Dr. Ray R. Irani.

Dr. Irani's employment agreement has been extended from its previous expiration in May 2007 to May 2010, or the earlier of Occidental's 2010 Annual Meeting of Stockholders.

Key changes include the flexibility to pay salary and bonuses in cash or Occidental common stock, an increase in post-retirement life insurance to three times his highest annual salary, and detailed provisions for severance pay, continued benefits, and accelerated vesting of equity awards upon termination.

The severance package, which includes a significant lump-sum payment and full equity vesting upon termination, represents a potential financial liability for the company. Investors should be aware of these terms, especially in the context of potential future transactions or changes in management.