Golden Parachute Policy

In 2016, the Board of Directors (the “Board”) of Oxy (the “Company”) adopted the following amended and restated golden parachute policy (the “Policy”):

It is the policy of the Board that the Company shall not enter into a severance arrangement with any executive officer that provides for benefits payable on termination of employment, including a termination that occurs by reason of a change of control, that exceed 2.99 times his or her base salary plus bonus, unless the grant of such benefits is approved by a vote of the Company’s stockholders.

For the purposes of this Policy, benefits do not include:

• Salary, incentive compensation, vacation pay, benefits or other amounts that have been earned or accrued as of the date of the executive officer’s termination of employment or that are otherwise attributable to the period preceding the date of the executive officer’s termination of employment;
• Amounts that are consistent with any plan, program, arrangement or practice of the Company that is applicable to one or more groups of employees in addition to executive officers, such as the value of any accelerated vesting of any outstanding long-term or equity-based award (or a pro rata portion thereof); or
• Amounts paid in connection with an agreement for future services to be rendered to the Company in a capacity other than as an employee (e.g., consulting or director agreements) or an agreement to refrain from certain conduct (e.g., covenants not to compete).

Any severance arrangement with any executive officer that provides for benefits payable upon a change in control shall be contingent upon termination of the executive officer’s employment with the Company and any successor.