First Amendment to California Resources Corporation Long-Term Incentive Plan (2016)

Summary

This amendment involves California Resources Corporation updating its Long-Term Incentive Plan, originally amended and restated in 2016. The main change allows the company’s committee to approve higher tax withholding rates on awards to eligible participants, provided it does not cause significant negative consequences for the company. All other terms of the plan remain in effect and are reaffirmed by this amendment.

EX-10.36 2 a2018yeexhibit1037firstame.htm EXHIBIT 10.36 Exhibit

EXHIBIT 10.37

FIRST AMENDMENT TO
CALIFORNIA RESOURCES CORPORATION
LONG-TERM INCENTIVE PLAN

(As Amended and Restated Effective as of May 4, 2016)

WHEREAS, CALIFORNIA RESOURCES CORPORATION (the “Company”) has heretofore adopted the CALIFORNIA RESOURCES CORPORATION LONG-TERM INCENTIVE PLAN, as amended and restated effective as of May 4, 2016 (the “Plan”); and

WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan shall be amended as follows:

1. The fifth sentence of Section 5.8 of the Plan shall be deleted and the following shall be substituted therefor:

“Notwithstanding the preceding provisions of this Section 5.8, withholding taxes may be based on rates in excess of the minimum required tax withholding rates if the Committee (a) determines, with respect to an award granted to an Eligible Person who is not a non-employee Director, that such withholding would not result in adverse accounting, tax or other consequences to the Company or any Affiliate (other than immaterial administrative, reporting or similar consequences) and (b) authorizes withholding at such greater rates.”

2. As amended hereby, the Plan is specifically ratified and reaffirmed.