Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2020, the Board of Directors (the "Board") of California Resources
Corporation (the "Company") adopted that certain Executive Severance Plan (the
"Plan"), pursuant to which certain officers of the Company are eligible to
receive certain compensation and benefits, as described in more detail below.
Participants in the Plan are designated by the Compensation Committee of the
Board and classified at either a "Chief Executive Officer," "EVP and SVP Level"
or "VP Level" participation level (each as defined in the Plan) and will be
eligible to receive varying compensation and benefits based upon their
classification in the event of certain terminations of employment as described
below.
Upon a termination by the Company without "Cause" (as defined in the Plan),
participants in the Plan will be eligible to receive the following compensation
and benefits:
•      periodic severance payments equal to 2.0 (for the Chief Executive
       Officer), 1.5 (for EVP and SVP Level) or 1.0 (for VP Level) times the sum
       of the participant's (i) annualized base salary then in effect and (ii)
       target annual bonus for the year in which the termination occurred; and

• continued subsidized health care benefits under the Company's group health

care plans for up to the term of the severance payments.




Upon a termination by the Company without Cause or by a participant for Good
Reason within 24 months following a "Change in Control" (as defined in the
Plan), participants in the Plan will be eligible to receive the following
benefits:
•      periodic severance payments equal to 2.5 (for the Chief Executive
       Officer), 2.0 (for EVP and SVP Level) or 1.5 (for VP Level) times the sum
       of the participant's (i) annualized base salary then in effect and (ii)
       target annual bonus for the year in which the termination occurred; and


•      continued subsidized health care benefits under the Company's group health
       care plans for up to the term of the severance payments, not to exceed 24
       months; and


•      vesting of awards granted under the Company's Long-Term Incentive Plan,
       with any performance conditions deemed earned at the level contemplated in
       the applicable award agreement and payment according to the terms of the
       applicable award agreement.

In order to receive any of the foregoing severance benefits under the Plan, a participant must timely execute (and not revoke) a release of claims in favor of the Company and its affiliates. Further, the Plan requires continued compliance with certain confidentiality, non-solicitation and non-disparagement covenants. Compensation and benefits provided to a participant under the Plan are subject to recoupment by the Company in the event of a material breach of any covenant under the Plan or in accordance with the Company's recoupment policy. If the severance benefits under the Plan would trigger an excise tax for a participant under Section 4999 or Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the Plan provides that the participant's severance benefits will be reduced to a level at which the excise tax is not triggered, unless the participant would receive a greater amount without such reduction after taking into account the excise tax and other applicable taxes. If any participant is a "specified employee" under Section 409A of the Code, any compensation or benefits to be paid or received under the Severance Plan as a result of termination of employment and that constitute "non-qualified deferred compensation" are to be delayed in accordance with the Code. The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the full text of the Plan which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

--------------------------------------------------------------------------------




Item 9.01  Financial Statements and Exhibits
(d)  Exhibits
 Exhibit No.                              Description
    10.1          California Resources Corporation Executive Severance Plan.

                Cover Page Interactive Data File (embedded within the Inline
     104        XBRL document)




--------------------------------------------------------------------------------

© Edgar Online, source Glimpses