{"id":40404,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-plan-outside-directors-apache-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-plan-outside-directors-apache-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-plan-outside-directors-apache-corp.html","title":{"rendered":"Retirement Plan – Outside Directors – Apache Corp."},"content":{"rendered":"

APACHE CORPORATION
\nOUTSIDE DIRECTORS153 RETIREMENT PLAN<\/strong>
\n(As Amended and Restated July 21, 2011)<\/p>\n

APACHE CORPORATION <\/strong>(the “Company”) established the Apache
\nCorporation Outside Directors153 Retirement Plan (the “Plan”), effective as of
\nDecember 15, 1992, to provide non-employee Directors of the Company (“Outside
\nDirectors”) with certain retirement and death payments. The purpose of the Plan
\nis to advance the interests of the Company, its subsidiaries, and its
\nstockholders by continuing to attract and retain outstanding individuals as
\nOutside Directors and to stimulate the efforts of such individuals by giving
\nsuitable recognition to services which will contribute materially to the success
\nof the Company.<\/p>\n

It is the Company153s express intention that this Plan comply with the
\nrequirements of Code \u00a7409A, and the Plan shall be interpreted in that light.\n<\/p>\n

ARTICLE I<\/strong>
\nEligibility, Participation and Contributions<\/u><\/strong><\/p>\n

1.1 Eligibility and Participation<\/u>.<\/p>\n

Each Outside Director begins to participate in the Plan as of the date his or
\nher Service begins.<\/p>\n

1.2 Contributions<\/u>.<\/p>\n

All amounts payable under the Plan shall be paid from the general assets of
\nthe Company. Nothing contained in the Plan shall be deemed to create any
\nfiduciary relationship between the Company and the participating Outside
\nDirector (“Participant”). The rights of a Participant under the Plan are no
\ngreater than the rights of an unsecured general creditor of the Company.<\/p>\n

ARTICLE II<\/strong>
\nRetirement Payments<\/u><\/strong><\/p>\n\n\n\n
\n

2.1<\/p>\n<\/td>\n

\n<\/td>\n\n

Definitions<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The term “Separation from Service” has the same meaning as the term
\n“separation from service” in Code \u00a7409A(a)(2)(A)(i). A Separation from Service
\nis determined using the default rules in the regulations and other guidance of
\ngeneral applicability issued pursuant to Code \u00a7409A, including the special rules
\nfor a member of a board of directors found in Treasury Regulation
\n \u00a71.409A-1(h)(5) and \u00a71.409A-1(c)(2)(ii). In general, a Separation from Service
\nwill occur when a Participant ceases to be a member of the Company153s Board of
\nDirectors.<\/p>\n

1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

The term “Specified Employee” has the same meaning as the term “specified
\nemployee” in Code \u00a7409A(a)(2)(B)(i), and is determined using the default rules
\nin the regulations and other guidance of general applicability issued pursuant
\nto Code \u00a7409A.<\/p>\n\n\n\n
\n

2.2<\/p>\n<\/td>\n

\n<\/td>\n\n

Retirement Payments<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Eligibility for Benefits<\/u>. A Participant who Retires with four or
\nmore Quarters of Service is entitled to receive benefits under the Plan.<\/p>\n

(b) Amount of Benefits<\/u>. The amount of benefits under the Plan is equal
\nto the value of a series of quarterly payments, with each payment equal in
\namount to one-fourth of the Participant153s Annual Director153s Retainer, and with
\nthe number of quarterly payments equal to the number of the Participant153s
\nQuarters of Service. As a consequence, each Participant will generally receive
\nan annual benefit of 100% of his or her Annual Director153s Retainer.<\/p>\n

(c) “Annual Director153s Retainer<\/u>” means the aggregate annual amount of
\nan Outside Director153s board retainer fee payable pursuant to section 1 of the
\nCompany153s Non-Employee Directors153 Compensation Plan (or comparable section of
\nany successor plan), whether or not all or a portion of such amount is deferred
\nor delayed. Such amount will be determined as of the earlier of the date a
\nParticipant ceases to be an Outside Director or the date the Participant dies.\n<\/p>\n

(d) “Quarter of Service<\/u>” means the aggregate total full months of
\nService as an Outside Director divided by three and rounded up to the next whole
\nnumber, up to a maximum of 40 Quarters of Service.<\/p>\n

(e) “Retirement, Retired or Retires<\/u>” means a Participant153s ceasing to
\nhold office as an Outside Director, for any reason other than death.<\/p>\n

(f) “Service<\/u>” means the aggregate total, not to exceed 120, of (i) the
\nnumber of full months beginning on or after July 1, 1992 (whether or not
\nconsecutive) that a Participant held office as an Outside Director, whether or
\nnot a Participant at the time, and (ii) 1<\/sup>\/2 the number of full months
\nprior to July 1, 1992 (whether or not consecutive) that a Participant held
\noffice as an Outside Director; provided, however, that a Participant who, as of
\nDecember 15, 1992, has held office as an Outside Director for an aggregate total
\nof 15 years shall automatically be credited with 120 full months of Service.\n<\/p>\n

(g) Episodic Participation<\/u>. If a Participant has a Separation from
\nService and then becomes an Outside Director again, (i) the Participant153s
\nbenefits from his or her initial episode of participation shall be paid
\naccording to the terms of the Plan on the date of his or her Separation from
\nService and shall not be affected by any subsequent Service, and (ii) the
\nParticipant153s benefits from his or her later episodes of participation shall be
\ncalculated by ignoring his or her Service from earlier episodes of
\nparticipation. In calculating the amount of benefits for the most recent episode
\nof participation, the<\/p>\n

2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

maximum Quarters of Service is 40, reduced by the number of Quarters of
\nService for which he or she earned benefits under this Plan from earlier
\nepisodes of participation.<\/p>\n

2.3 Retirement Payments Following a Change of Control<\/u>.<\/p>\n

In the event of a “change of control” of the Company, as defined in the
\nCompany153s Income Continuance Plan (as amended or the corresponding provisions of
\nany successor plan), each then current Outside Director shall be eligible for
\nthe benefits described in section 2.2 even if the Outside Director has less than
\nfour Quarters of Service. If the change of control is a transaction described in
\n \u00a7409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (“Code”),
\neach Participant shall be paid a single lump-sum payment on the date of the
\nchange of control, or as soon as practicable thereafter, equal to the net
\npresent value of the benefit to which the Participant is entitled, calculated in
\nthe manner described in section 2.5, as of the date of the change of control;
\nhowever, if the Participant was a Specified Employee whose Separation from
\nService occurred less than six months before the change of control, he or she
\nshall be paid a single lump-sum payment six months after the Separation from
\nService, or as soon as practicable thereafter, equal to the net present value of
\nthe benefit to which the Participant is entitled, calculated in the manner
\ndescribed in section 2.5, as of the date six months after the Separation from
\nService. If the change of control is not a transaction described in Code
\n \u00a7409A(a)(2)(A)(v), each Participant shall be paid at the time(s) specified in
\nsection 2.4 or 2.5, whichever is applicable.<\/p>\n

2.4 Quarterly Payments<\/u>.<\/p>\n

A Participant may elect to be paid quarterly installments that are paid on
\nthe last day of each calendar quarter (or as near to that date as
\nadministratively practicable). See section 2.5 for the deadline for the
\nParticipant153s payout election. The first quarterly payment shall be made as of
\nthe last day of the calendar quarter after the date of the Participant153s
\nSeparates from Service, unless the Participant is a Specified Employee, in which
\ncase the first two quarterly payments shall be delayed until, and paid with, the
\nthird regularly scheduled quarterly payment.<\/p>\n

2.5 Lump-Sum Payments<\/u>.<\/p>\n

A Participant shall receive a single lump-sum payment unless the Participant
\nelects quarterly installments. Participants on December 31, 2008 have already
\nmade their payout election. A new Participant153s payout election must be made
\nwithin 30 days after the individual becomes an Outside Director. Once the
\ndeadline for making a payout election has passed, the payout election is
\nirrevocable.<\/p>\n

The lump sum shall be paid as soon as administratively practicable after the
\nParticipant153s Separation from Service, unless the Participant is a Specified
\nEmployee, in which case the lump sum shall be paid as soon as administratively
\npracticable after six months after the Participant153s Separation from Service.
\nThe amount of the lump sum<\/p>\n

3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

shall be calculated by the Committee as of the date of the Participant153s
\nSeparation from Service. The amount of the lump sum shall be equal to the net
\npresent value of the quarterly payments to which the Participant would otherwise
\nbe entitled, determined using an annual interest rate equal to the rate on
\nten-year treasury bonds\/notes as reported in The Wall Street Journal
\n<\/em>published on or most recently prior to the date of the Participant153s
\nSeparation from Service.<\/p>\n

2.6 Retirement before 2011<\/u>.<\/p>\n

A Participant whose Separation from Service occurred between December 31,
\n2004 and January 1, 2009, shall receive his or her benefit in accordance with
\nthe terms of the Plan in effect at the time of the Separation from Service. A
\nParticipant who Retired before January 1, 2005, shall receive his or her benefit
\nin accordance with the terms of the Plan in effect at the time of the
\nRetirement. A Participant whose Separation from Service occurred between January
\n1, 2009 and July 21, 2011, shall receive his or her benefit in accordance with
\nthe terms of the Plan in effect at the time of the Retirement.<\/p>\n

ARTICLE III<\/strong>
\nDeath Payments<\/u><\/strong><\/p>\n

3.1 Death Benefits<\/u>.<\/p>\n

(a) Eligibility for Death Benefits<\/u>. If a Participant dies before
\nreceiving all of his or her benefits under Article II, the Participant153s
\nBeneficiary, as determined in section 3.2, shall receive the remaining benefits.
\nIf a Participant elected quarterly payments, the Participant153s Beneficiary shall
\nbe paid a lump sum equal to the net present value of any remaining payments,
\ncalculated as of the date of the Participant153s death, and calculated in the
\nmanner specified in section 2.5. If a Participant is scheduled to receive a
\nsingle lump-sum payment, but dies before doing so, the Participant153s Beneficiary
\nshall be paid the lump sum.<\/p>\n

(b) Timing<\/u>. Payment to the Beneficiary shall be made as soon as
\nadministratively practicable four months after the Participant153s death, which
\nprovides the Beneficiary with an opportunity to disclaim, except that no payment
\nshall be made until the Company has been furnished with proof of death and such
\nother information as it may reasonably require.<\/p>\n

(c) Beneficiary in Pay Status<\/u>. The Beneficiary of a Participant who
\ndied on or before December 31, 2008 shall receive his or her death benefits in
\naccordance with the terms of the Plan in effect on the date of the Participant153s
\ndeath.<\/p>\n

4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

3.2 Beneficiaries<\/u>.<\/strong><\/p>\n

(a) “Beneficiary<\/u>” means the recipient of the Participant153s death
\nbenefits under section 3.1.<\/p>\n

(b) Designation<\/u>. Each Participant shall designate one or more persons,
\ntrusts, or other entities as his or her Beneficiary. In the absence of an
\neffective Beneficiary designation as to part or all of a Participant153s death
\nbenefits, the Participant153s surviving Spouse, if any, shall be the Participant153s
\nBeneficiary, and in the absence of a surviving Spouse, the Participant153s estate
\nshall be the Beneficiary. Unless the Participant153s Beneficiary designation form
\nspecifies otherwise, if a Beneficiary dies after the Participant but before
\nbeing paid by the Plan, the Plan shall pay the Beneficiary153s estate.<\/p>\n

(c) Changing Beneficiaries<\/u>. A Beneficiary designation may be changed
\nby the Participant at any time and without the consent of any previously
\ndesignated Beneficiary. However, if the Participant is married, the
\nParticipant153s Spouse shall be the Participant153s Beneficiary unless the Spouse
\nhas consented to the designation of a different Beneficiary. To be effective,
\nthe Spouse153s consent must have been made before January 1, 2005 or, if made on
\nor after January 1, 2005, the Spouse153s consent must be in writing, witnessed by
\na notary public, and filed with the Company. If the Participant has designated
\nhis or her Spouse as a primary or contingent Beneficiary, and the Participant
\nand Spouse later divorce (or their marriage is annulled), then the former Spouse
\nwill be treated as having pre-deceased the Participant for purposes of
\ninterpreting a Beneficiary designation form completed prior to the divorce or
\nannulment; this provision will apply only if the Company is notified of the
\ndivorce or annulment before payment to the former Spouse is made.<\/p>\n

(d) “Spouse<\/u>” shall mean the individual to whom a Participant is
\nlawfully married according to the laws of the state of the Participant153s
\ndomicile.<\/p>\n

(e) Disclaimers<\/u>. Any individual or legal entity who is a Beneficiary
\nmay disclaim all or any portion of his or her interest in the Plan, provided
\nthat the disclaimer satisfies the requirements of Code \u00a72518(b) and applicable
\nstate law. The legal guardian of a minor or legally incompetent person may
\ndisclaim for such person. The personal representative (or the individual or
\nlegal entity acting in the capacity of the personal representative according to
\napplicable state law) may disclaim on behalf of a Beneficiary who has died. The
\namount disclaimed shall be distributed as if the disclaimant had predeceased the
\nindividual whose death caused the disclaimant to become a Beneficiary.<\/p>\n

5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

ARTICLE IV<\/strong>
\nAdministration, Amendment and Termination<\/u><\/strong><\/p>\n

4.1 The Management Development and Compensation Committee<\/u>.<\/p>\n

The Plan shall be administered by the Management Development and Compensation
\nCommittee (the “Committee”) of the Company153s Board of Directors. All
\nadministrative duties, including but not limited to, the power to interpret the
\nPlan and to decide any dispute, shall be carried out by the Committee, which
\nshall have full discretion and authority hereunder. All claims under the Plan
\nshall be filed with the Company and shall be decided by the Committee. The
\ndecisions made by the Committee shall be final and binding on all persons having
\nor claiming to have rights under the Plan.<\/p>\n

4.2 Termination or Amendment of Plan<\/u>.<\/p>\n

The Plan may be terminated or amended at any time through action of the
\nCompany153s Board of Directors. No termination or amendment, however, shall reduce
\nthe payments (a) to a Participant or Beneficiary where a Participant has already
\ndied or reached Retirement, (b) to which a Participant is or may become
\nentitled, based on such Participant153s Service and Annual Director153s Retainer as
\ndetermined on the effective date of such termination or amendment, or (c) to
\nwhich a Participant is or may become entitled pursuant to section 2.3 as a
\nresult of a change of control. The termination of the Plan shall not affect the
\ntiming of any benefit payments; payments after the Plan has terminated will be
\nmade at the time(s) specified in Articles II and III.<\/p>\n

ARTICLE V<\/strong>
\nMiscellaneous<\/u><\/strong><\/p>\n

5.1 Inalienability of Payments<\/u>.<\/p>\n

No Participant shall have the right to assign, transfer, hypothecate,
\nencumber or anticipate his or her interest in any payments under the Plan, nor
\nshall the payments under the Plan be subject to any legal process to levy upon
\nor attach such payments for any claim against the Participant, Spouse, or
\nBeneficiary.<\/p>\n

5.2 Notices<\/u>.<\/p>\n

Any notice, form, or election required or permitted to be given under the
\nPlan shall be in writing and shall be given by first class mail, by Federal
\nExpress, UPS, or other carrier, by fax or other electronic means, or by personal
\ndelivery to the appropriate party, addressed:<\/p>\n

(a) If to the Company, to Apache Corporation at its principal place of
\nbusiness at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
\n(Attention:<\/p>\n

6<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Corporate Secretary) or at such other address as may have been furnished in
\nwriting by the Company to a Participant; or<\/p>\n

(b) If to a Participant or Spouse, at the address the Participant has
\nfurnished to the Company in writing.<\/p>\n

(c) If to a Beneficiary, at the address the Participant has furnished to the
\nCompany in writing for such Beneficiary, unless the Beneficiary has furnished
\nhis or her own address to the Company.<\/p>\n

Any such notice to a Participant, Spouse, or Beneficiary shall be deemed to
\nhave been given as of the third day after deposit in the United States Postal
\nService, postage prepaid, properly addressed as set forth above, in the case of
\na mailed notice, or as of the date delivered in the case of any other method of
\ndelivery.<\/p>\n

5.3 Disposition of Unclaimed Payments<\/u>.<\/p>\n

Any communication, statement or notice addressed to a Participant at his or
\nher last post office address, as provided to the Company under section 5.2, will
\nbe binding on the Participant, Spouse, or Beneficiary for all purposes of the
\nPlan. If the Company cannot ascertain the whereabouts of any person to whom a
\npayment is due under the Plan within three years from the date such payment is
\ndue, such payment shall be cancelled on the records of the Plan and the amount
\nthereof forfeited to the Company.<\/p>\n

5.4 Administrative Delays<\/u>.<\/p>\n

The Committee may delay any payment from this Plan for as short a period as
\nis administratively necessary. For example, a delay may be imposed upon all
\npayments from the Plan when there is a change of recordkeeper, and a delay may
\nbe imposed on payments to any recipient until they have provided the information
\nneeded for tax withholding and tax reporting, as well as any other information
\nreasonably requested by the Committee.<\/p>\n

5.5 409A Noncompliance<\/u>.<\/p>\n

To the extent that the Company takes any action that causes a violation of
\nCode \u00a7409A or fails to take reasonable actions required to comply with Code
\n \u00a7409A, the Company shall pay an additional amount (the “gross-up”) to the
\nindividual(s) who are subject to the penalty tax under Code \u00a7409A(a)(1) that is
\nsufficient to put the individual in the same after-tax position he or she would
\nhave been in had there been no violation of Code \u00a7409A. The Company shall not
\npay a gross-up if the cause of the violation of Code \u00a7409A is the recipient153s
\nfailure to take reasonable actions (such as failing to timely provide the
\ninformation required for tax withholding or failing to timely provide other
\ninformation reasonably requested by the Committee : with the result that the
\ndelay in payment violates Code \u00a7409A). Any gross-up will be made as soon as
\nadministratively convenient after the Committee determines the gross-up is owed,
\nand no later than the<\/p>\n

7<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

end of the calendar year immediately following the calendar year in which the
\nadditional taxes are remitted. However, if the gross-up is due to a tax audit or
\nlitigation addressing the existence or amount of a tax liability, the gross-up
\nwill be paid as soon as administratively convenient after the litigation or
\naudit is completed, and no later than the end of the calendar year following the
\ncalendar year in which the audit is completed or there is a final and
\nnon-appealable settlement or other resolution of the litigation.<\/p>\n

5.6 Gender<\/u>.<\/p>\n

Any term herein used in the singular shall also include the plural, and the
\nmasculine gender shall also include the feminine gender, and vice versa.<\/p>\n

5.7 Statutory References<\/u>.<\/p>\n

Any reference to a specific section of the Code shall be deemed to refer to
\nthat section or to the appropriate successor section.<\/p>\n

5.8 Governing Law<\/u>.<\/p>\n

The Plan shall be governed by the laws of the State of Texas, ignoring any
\nconflicts-of-law provisions.<\/p>\n

Dated: July 21, 2011<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ATTEST:<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

APACHE CORPORATION<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Cheri L. Peper<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Margery M. Harris<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Cheri L. Peper<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Margery M. Harris<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Corporate Secretary<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Senior Vice President, Human Resources<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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