Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the unprecedented circumstances affecting the industry and
market volatility resulting from the COVID-19 pandemic, California Resources
Corporation (the "Company") reviewed its annual and long-term incentive programs
for its entire workforce to determine whether those programs appropriately align
compensation opportunities with the Company's current goals and ensure the
stability of the Company's workforce. Following this review, the Compensation
Committee (the "Committee") of the Board of Directors of the Company approved a
change in the variable compensation program for all participating employees of
the Company. The previously established target amount of 2020 variable
compensation will not change.
Under the revised program, each participating employee will be eligible to earn
total payments for 2020, at the target level of performance, equal to that
employee's 2020 target variable compensation established earlier in the year. A
portion of each employee's target opportunity will be provided in the form of
quarterly retention opportunities and a portion in the form of an incentive
program. Under the incentive program, employees will earn 50% of the annual
opportunity at target for the period through June 30, 2020, and 25% of the
annual opportunity on each of September 30 and December 31, 2020, subject to
continued employment and achievement of performance metrics determined by the
Committee (the "Incentive Program"). Amounts earned under the Incentive Program
for the third and fourth quarters may range from 0% to 200% of the target
opportunity based on the level at which metrics are achieved. In the event of a
termination of employment without "cause" or for certain participants for "good
reason", or due to death or disability, prior to a vesting date, the participant
will be entitled to a prorated portion of the applicable quarterly retention
payment and quarterly incentive payment, generally based on actual performance,
and will forfeit all remaining amounts.
The previously established target amount of 2020 variable compensation for the
Company's named executive officers also will not change. A portion of the annual
target opportunity for each of the Company's named executive officers was paid
immediately, subject to a requirement generally to repay the full amount, on an
after-tax basis, if the officer voluntarily terminates employment without good
reason or is terminated for cause before the first anniversary of payment. These
payments replaced, and are equal in amount to, the previously established target
amounts of 2020 annual incentive for such officers. These payments equaled, as a
percentage of base salary (which remains unchanged from each named executive
officer's base salary disclosed in the Company's 2020 Proxy Statement): 110% for
the President and Chief Executive Officer; 100% for the Senior Executive Vice
President and Chief Financial Officer; 85% for the Executive Vice President,
Public Affairs; 90% for the Executive Vice President, Operations and Geoscience;
and 85% for the Senior Executive Vice President, Chief Administrative Officer
and General Counsel. The remaining annual target opportunity for each named
executive officer will be payable to the extent earned under the Incentive
Program. The annual target opportunity under the Incentive Program for each
named executive officer equals his 2020 long-term incentive target, which
remains unchanged from the 2019 long-term incentive target disclosed in the
Company's 2020 Proxy Statement.
As a condition to receiving any award, participants will waive participation in
the Company's previously established 2020 annual incentive program and forfeit
all long-term incentives previously granted in 2020.

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