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Exhibit 10.1 RAYMOND PLANK RESTATED
EMPLOYMENT AND CONSULTING AGREEMENT
This Agreement made this 15th day of
January, 2009, by and between Apache Corporation, a Delaware
corporation, (hereinafter called the "Company") and Raymond Plank
(hereinafter called the "Executive"). WITNESSETH:
WHEREAS, the Executive is the founder
of the Company and is presently Chairman of the Board of Directors
of the Company and has served the Company continuously for more
than 54 years since its formation as its president, principal
executive officer and/or chairman; and
WHEREAS, the Executive has made
extraordinary contributions to the growth and development of the
Company over the past 54 years, during which he has guided the
Company from its founding as a small domestic U.S. company with
initial capital of $250,000 to an international oil and gas company
with an enterprise value at year-end 2008 of approximately
$27 billion and significant assets and operations on five
continents; and WHEREAS, the Company
and the Executive entered into an employment agreement dated
December 5, 1990, as heretofore amended, which provides for,
among other things, certain payments to the Executive and the
Executive’s continued engagement as a consultant and advisor
to the Company for the remainder of his life following the
termination of his service as an officer and employee; and
WHEREAS, as set forth in this
Agreement, on the date hereof, the Executive will retire as an
officer and employee of the Company and as a director of the
Company; and WHEREAS, the parties
desire to provide for certain payments to the Executive and for the
release by the Executive of all claims he may have against the
Company except for the payments to be made as provided in this
Agreement; and WHEREAS, the parties
desire to amend and restate the terms and conditions of the
existing agreement referenced above to provide for the foregoing;
and WHEREAS, the Management
Development and Compensation Committee of the Board of Directors
and the Board of Directors (in a meeting without the participation
of Mr. Plank and Steven Farris, the Company’s Chief
Executive Officer) have determined that the execution and delivery
of this Agreement and its terms and provisions are in the best
interests of the Company; NOW
THEREFORE, it is mutually agreed by and between the parties hereto
as follows: 1. Retirement
and Resignation . Effective on the date hereof, the
Executive’s employment shall terminate, and the Executive
shall cease to be an officer and employee of the Company and its
subsidiaries and affiliates. In addition, the Executive hereby
resigns from his positions as a director of the Company and its
subsidiaries and affiliates.
2. Advisory Term and
Duties . The Company agrees to, and does hereby, engage and
retain the Executive, for the period commencing with the date
hereof and continuing for the remainder of his life (hereinafter
called the "Advisory Term"), as an advisor and consultant to the
Company to provide such services of an advisory or consultative
nature as may reasonably be requested by its Chief Executive
Officer or Board of Directors. The Executive hereby agrees to
provide such services. 3.
Compensation — Advisory Term Services . In lieu of
paying the Executive annual compensation during the Advisory Term
at an annual rate equal to 50% of the annual rate of compensation
being paid to him as an officer immediately preceding the
commencement of the Advisory Term as provided in the existing
agreement, the Company shall pay to the Executive, and the
Executive shall accept from the Company in full payment for his
services during the entire Advisory Term, compensation in the
aggregate amount of $13,576,323, which shall be paid as a single
lump-sum payment immediately upon execution and delivery of this
Agreement. 4. Expenses
— Advisory Term . During the Advisory Term, the Company
will reimburse the Executive for any and all reasonable and proper
expenses of any kind incident to the rendition of the advisory and
consultative services requested and rendered hereunder. From the
date hereof and continuing through December 31, 2010, in
support of the advisory and consultative services the Executive is
to provide during such period, the Company will provide the
Executive with necessary and reasonable office space (which office
space may be located at a location separate from but reasonably
near to the Company’s Houston headquarters), secretarial
support, continued use of an apartment in Houston, and access to a
Company car and driver in Houston, in each case at the
Company’s expense and the same as or similar to what the
Company provides to the Executive at the date of this Agreement. In
addition, during 2009 and 2010, the Company will provide to the
Executive up to 60 hours in each such year of usage of Company
aircraft. 5. Services .
The Executive shall perform his duties faithfully, diligently, and
to the best of his ability during the Advisory Term.
6. Founder’s
Achievement and Performance Award . Immediately upon execution
and delivery of this Agreement, the Company will pay a
founder’s achievement and performance award of $5,400,000 to
the Executive in recognition of his extraordinary contributions to
the growth and development of the Company over the past
54 years, during which he has guided the Company from its
founding as a small domestic U.S. company with initial capital of
$250,000 to an international oil and gas company with an enterprise
value at year-end 2008 of more than $27 billion and
significant assets and operations on five continents.
7. Restricted Stock Units
and Stock Options . Immediately upon execution and delivery of
this Agreement, the Company will pay $6,285,819 to the Executive in
respect of the Restricted Stock Units and Stock Options of the
Company held by him and listed on Schedule A hereto, and all
such Restricted Stock Units and Stock Options shall immediately
thereupon be cancelled and the Executive shall have no further
rights thereunder.
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8. Performance Bonus for
2008 . In February 2009, the Company will pay the
Executive a performance bonus in respect of 2008, in an amount to
be determined by the Management Development and Compensation
Commi
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