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Exhibit 4.6




NON-QUALIFIED STOCK OPTION AGREEMENT




     AGREEMENT (this “Agreement”) made as of November 10, 2010 (the “Effective Date”), between
APACHE CORPORATION, a Delaware corporation (the “Company”), and ____________________ (“Optionee”).



     WHEREAS, Mariner Energy, Inc., a Delaware corporation (“Mariner”), granted Optionee a
non-qualified stock option to purchase Mariner’s common stock, par value $.0001 per share (the
“Mariner Stock Option”), pursuant to a Non-Qualified Stock Option Agreement made as of March 11,
2005 (the “Original Grant Date);



     WHEREAS, as of the Effective Date, the Mariner Stock Option was fully vested as to the number
of shares covered thereby that remained unexercised (the “Remaining Mariner Shares”) at an exercise
price of $14.00 per share (the “Mariner Exercise Price”);



     WHEREAS, on the Effective Date, Mariner was merged with and into a wholly-owned subsidiary of
the Company pursuant to an Agreement and Plan of Merger, executed April 14, 2010, as amended by
Amendment No. 1 dated August 2, 2010, among the Company, Apache Deepwater LLC and Mariner (the
“Merger Agreement”), and Optionee became an employee of the Company or a subsidiary of the Company
(“Subsidiary”);



     WHEREAS, Section 1.7(a) of the Merger Agreement provides that the Mariner Stock Option be
converted into an option to acquire __________________ shares of the Company’s common stock, par
value $0.625 per share (“Company Stock”), which is equal to the Remaining Mariner Shares multiplied
by 0.24347, with any fractional share decreased to the next whole number of shares, at an exercise
price of $57.51 per share, which is equal to the Mariner Exercise Price divided by 0.24347, with
any fraction of a cent increased to the next whole cent; and



     WHEREAS, this Agreement effects the conversion of the Mariner Stock Option into an option to
acquire Company Stock on the terms and subject to the conditions hereof.



     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as follows:



     1. Grant of Option. The Company hereby irrevocably grants to Optionee the right and
option (“Option”) to purchase all or any part of the aggregate number of shares of Company Stock
stated above on the terms and conditions set forth herein. This Option is not intended to qualify
as an incentive stock option within the meaning of section 422 of the Internal Revenue Code of
1986, as amended (the “Code”). Reference in this Agreement to any section of the Code shall be
deemed to include any amendments or successor provisions to such section and any regulations under
such section.



     2. Purchase Price. The purchase price of Company Stock purchased pursuant to the
exercise of this Option shall be $57.51 per share.



 









 





     3. Exercise of Option. Subject to further provisions of this Agreement and the
earlier expiration of this Option as herein provided, this Option may be exercised, by contacting
Fidelity Stock Plan Services, the Company’s Administrative Agent, at www.netbenefits.com or calling
1-800-544-9354, or delivering a written notice to the Office of the Secretary of the Company in a
form satisfactory to the Committee (defined below), at any time and from time to time after the
Effective Date. There is no minimum or maximum number of shares that must be purchased upon
exercise of this Option. Instead, this Option may be exercised, at any time and from time to time,
to purchase any number of Shares that are exercisable according to the provisions of this
Agreement. As used in this Agreement, “Committee” shall mean the Stock Option Plan Committee of
the Company’s Board of Directors.



     For purposes of the next sentence and subparts (a) through (d) thereof, references to the
Company include the Company or any Affiliate (defined below). This Option may be exercised only
while Optionee remains an employee of the Company and will terminate and cease to be exercisable
upon Optionee’s termination of employment with the Company (which shall include termination as an
employee or a director of the Company), except that:




     (a) Disability. If Optionee is entitled to benefits under Section 7(d) of the
Employment Agreement between Mariner and Optionee, as in effect on November 9, 2010
(“Employment Agreement”) or, if the Employment Agreement has terminated, Optionee’s
employment with the Company terminates by reason of a disability that entitles Optionee to
benefits under the Company’s long-term disability plan, this Option may be exercised at any
time during the one-year period following such termination by Optionee or by Optionee’s
guardian or legal representative (or, if Optionee dies during such one-year period, by
Optionee’s estate or the person who acquires this Option by will or the laws of descent and
distribution).




     (b) Death. If Optionee dies while in the employ of the Company, subject to
the further provisions of this Agreement, Optionee’s estate (or the person who acquires this
Option by will or the laws of descent and distribution) may exercise this Option at any time
during the one-year period following the date of Optionee’s death.




     (c) Termination by the Company other than for Cause or by Optionee for Good
Reason. If Optionee’s employment with the Company is terminated by the Company for any
reason other than for Cause (as defined below) or is terminated by Optionee for Good Reason
(as defined below), this Option may be exercised, subject to the further provisions of this
Agreement, at any time during the three month period following such termination by Optionee
or by Optionee’s guardian or legal representative (or by Optionee’s estate or the person who
acquires this Option by will or the laws of descent and distribution or otherwise by reason
of Optionee’s death if Optionee dies during such period).




     (d) Termination For Cause or other than for Good Reason. If Optionee’s
employment with the Company is terminated by the Company for Cause or by Optionee other than
for Good Reason, this Option shall immediately cease to be exercisable upon such termination
and shall be cancelled automatically without payment.



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     As used in this Agreement, “Affiliate” means any corporation, partnership, limited liability
company or partnership, association, trust or other organization which, directly or indirectly,
controls, is controlled by, or is under common control with, the Company. For purposes of the
preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and
“under common control with”), as used with respect to any entity or organization, shall mean the
possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having
ordinary voting power for the election of directors of the controlled entity or organization, or
(ii) to direct or cause the direction of the management and policies of the controlled entity or
organization, whether through the ownership of voting securities or by contract or otherwise.



     As used in this Agreement, “Cause” shall have the meaning ascribed to such term in Optionee’s
Employment Agreement, or if the Employment Agreement has terminated, shall mean Optionee’s (i)
material failure to perform Optionee’s duties, (ii) conviction of or plea of nolo contendere for
any felony or any misdemeanor involving moral turpitude, dishonesty, fraud or breach of trust,
(iii) willful engagement in gross misconduct in the performance of Optionee’s duties, (iv)
substance abuse, (v) misappropriation of funds, or (vi) disparagement of the Company or any
Subsidiary or any of their respective managements or employees.



     As used in this Agreement, “Good Reason” shall have the meaning ascribed to such term in
Optionee’s Employment Agreement, or if the Employment Agreement has terminated, shall mean (i) a
material adverse change in the nature or scope of Optionee’s authorities, powers, duties and
functions performed; (ii) a material reduction in Optionee’s base salary or in the cash bonus
opportunities made available to Optionee, excluding opportunities under (A) any plan, program,
arrangement or agreement providing for compensation in the form of overriding royalty interests or
income from overriding royalty interests, (B) any equity-based compensation plans, programs,
arrangements or agreements, including, but not limited to, stock options, and (C) 401(k) and
profit-sharing plans; or (iii) Optionee’s permanent place of employment with the Company is changed
to a location that is more than 50 miles from Optionee’s location prior to such change.



     4. Term. Notwithstanding any of the foregoing, this Option shall not be exercisable
in any event after the expiration of 10 years from the Original Grant Date.



     5. Payment of Exercise Price. The purchase price of the shares as to which this
Option is exercised shall be paid in full at the time of exercise (a) in cash (including by check
acceptable to the Company), (b) if the Shares are readily tradable on a national securities market
or exchange, through a “cashless broker exercise” program approved in advance by the Company, (c)
any other method approved by the Committee , including by certification or attestation to Fidelity
Stock Plan Services or to the Office of the Secretary of the Company of a number of shares then
owned by the Optionee and held by the Optionee for a period of at least six months prior to the
date of such delivery having an aggregate Fair Market Value at the exercise date equal to the
aggregate purchase price, or (d) any combination of the foregoing. Unless and until the shares as
to which this Option is exercised have been represented by a book entry or a certificate(s)
delivered by the Company or its transfer agent to Optionee, Optionee (or the person permitted to
exercise this Option in the event of Optionee’s death) shall not be or have any of the rights or
privileges of a stockholder of the Company with respect to such shares.



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     As used in this Agreement, “Fair Market Value” shall mean, as of any applicable date, the per
share closing price of the Company Stock as reported on The New York Stock Exchange, Inc. Composite
Transactions Reporting System for a particular date or, if the Company Stock is not so listed on
such date, as reported on NASDAQ or on such other exchange or electronic trading system which, on
the date in question, reports the largest number of traded shares of Company Stock,
provided, however, that if on the date Fair Market Value is to be determined there
are no transactions in the Company Stock, Fair Market Value shall be determined as of the
immediately preceding date on which there were transactions in the Company Stock; provided
further, however, that if the foregoing provisions are not applicable, the fair
market value of a share of the Company Stock as determined by the Committee by the reasonable
application of such reasonable valuation method, consistently applied, as the Committee deems
appropriate.



     6. Withholding of Tax. To the extent that the exercise of this Option results in the
receipt of compensation by Optionee with respect to which the Company or a Subsidiary has a tax
withholding obligation pursuant to applicable law, Optionee shall either deliver to the Company or
the Subsidiary such amount of money as the Company or the Subsidiary may require to meet its
withholding obligations under such applicable law or have the Company withhold a number of shares
that would otherwise be delivered on exercise or vesting that have an aggregate Fair Market Value
that does not exceed the amount of taxes to be withheld; provided, however, that if Optionee fails
to satisfy the Company’s or the Subsidiary’s tax withholding obligations, the Company, in its sole
discretion, may withhold a number of shares that would otherwise be delivered on exercise or
vesting that have an aggregate Fair Market Value equal to the amount of taxes required to be
withheld. No delivery of shares shall be made pursuant to the exercise of an Option under this
Agreement until Optionee has paid or made arrangements approved by the Company or the Subsidiary to
satisfy in full the applicable tax withholding requirements of the Company or Subsidiary.



     7. Adjustments. In the event of a stock dividend or stock split with respect to shares
of Company Stock, the number of shares subject to this Option, and the exercise price with respect
to this Option automatically shall be proportionately adjusted, without action by the Committee.
The Company shall notify the Optionee of such adjustment by electronic mail as soon as reasonably
practicable after such event. No adjustment authorized by this paragraph shall be made by the
Company in such manner that would cause or result in this Agreement or any amounts or benefits
payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the
extent applicable, and any such adjustment that may reasonably be expected to result in such
non-compliance shall be of no force or effect.



     8. Unusual Transactions or Events. In the event of any distribution (whether in the
form of cash, shares of Company Stock, other securities, or other property), recapitalization,
reorganization, merger, spin-off, split-off, split-up, consolidation, combination, repurchase, or
exchange of shares or other securities of the Company, or other relevant corporate transaction or
event or any unusual or nonrecurring transactions or events affecting the Company or any Affiliate
of the Company, and whenever the Committee determines that action is appropriate in order to
prevent the dilution or enlargement of the benefits or potential benefits intended to be made
available with respect to this Option, to facilitate such transactions or events, the Committee
shall take any one or more of the following actions, on such terms and conditions as



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it deems appropriate in its sole discretion, in order to prevent such dilution or enlargement
of benefits or potential benefits:







	 	(A)	 	To provide for either (i) the termination of this Option in exchange for an
amount of cash, if any, equal to the amount that would have been attained upon the
exercise of this Option or realization of Optionee’s rights (and, for the avoidance of
doubt, if as of the date of the occurrence of such transaction or event the Committee
determines in good faith that no amount would have been attained upon the exercise of
this Option or realization of the Optionee’s rights, then this Option may be terminated
by the Company without payment) or (ii) the replacement of this Option with other
rights or property selected by the Committee in its sole discretion;
	 
	 	(B)	 	To provide that this Option be assumed by the successor or survivor
corporation, or a parent or subsidiary thereof, or shall be substituted for by similar
options, rights or awards covering the stock of the successor or survivor corporation,
or a parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and prices;
	 
	 	(C)	 	To make adjustments in the number and type of shares (or other securities or
property) subject to this Option, and/or in the terms and conditions of (including the
grant or exercise price), and the criteria included in, this Option; and

	 
	 	(D)	 	To provide that this Option shall be exercisable or payable or fully vested
with respect to all shares covered hereby, notwithstanding anything to the contrary in
this Agreement.













     9. Restrictions. By accepting this grant, Optionee agrees that the shares which
Optionee may acquire by exercising this Option will not be sold or otherwise disposed of in any
manner which would constitute a violation of any applicable federal or state securities laws.
Optionee also agrees that (i) the book entry made (or the certificates, if any are issued)
representing the shares purchased under this Option may bear such restriction, restrictions, legend
or legends as the Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) the Company may refuse to register the transfer of the shares purchased under
this Option on the transfer records of the Company if such proposed transfer would in the opinion
of counsel satisfactory to the Company constitute a violation of any applicable securities law, and
(iii) the Company may give related instructions to its transfer agent, if any, to stop registration
of the transfer of the shares purchased under this Option.



     10. Limitations Upon Transfer. All rights under this Agreement shall belong to
Optionee alone and may not be transferred, assigned, pledged, or hypothecated by Optionee in any
way (whether by operation of law or otherwise), other than by will or the laws of descent and
distribution and shall not be subject to execution, attachment, or similar process. Upon any
attempt by Optionee to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights
contrary to the provisions in this Agreement, or upon the levy of any attachment or similar process
upon such rights, such rights shall immediately become null and void.



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     11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Optionee.



     12. Entire Agreement. This Agreement and the Employment Agreement constitute the
entire agreement of the parties with regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and agreements between the parties with respect to
this Option. Without limiting the scope of the preceding sentence, all prior understandings and
agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null
and void and of no further force and effect.



     13. Modifications. Except as provided below, any modification of this Agreement shall
be effective only if it is in writing and signed by both Optionee and an authorized officer of the
Company; provided, however, that the Committee may waive any conditions or rights under, amend any
terms of, or alter this Option, provided no change in this Option shall materially adversely affect
the rights of Optionee without Optionee’s written consent. Notwithstanding the foregoing, with
respect to any Option intended to qualify as performance-based compensation under Section 162(m) of
the Code, no adjustment other than a payment upon Optionee’s death, disability or change in
control of the Company, shall be authorized to the extent such adjustment would cause this Option
to fail to so qualify.



     14. Section 409A of the Code. Notwithstanding anything in this Agreement to the
contrary, (i) if the Committee determines that the terms of this grant do not, in whole or in part,
satisfy the requirements of Section 409A of the Code, the Committee, in its sole discretion, may
unilaterally modify this Agreement in such manner as it deems appropriate to comply with such
section and any regulations or guidance issued thereunder, and (ii) the Committee may make any
amendment to this Option that it believes necessary to comply with any applicable law, including
without limitation, Section 409A of the Code. This Option is intended to comply with (or be exempt
from) Section 409A of the Code and ambiguous provisions hereof, if any, shall be construed and
interpreted in a manner that is compliant with such intent. This Agreement shall neither cause nor
permit any payment, benefit or consideration to be substituted for a benefit that is payable under
this Agreement if such action would result in the failure of any amount that is subject to Section
409A of the Code to comply with the requirements of Section 409A of the Code, to the extent
applicable.



     15. General Provisions.




     (a) No Right to Employment or Retention. The grant of this Option shall not be
construed as giving Optionee the right to be retained in the employ of the Company or any
Affiliate or under any other service contract with the Company or any Affiliate. Further,
the Company or an Affiliate may at any time dismiss Optionee from employment free from any
liability or any claim under this Agreement, unless otherwise expressly provided in this
Agreement or any other agreement or contract between the Company or an Affiliate and
Optionee. If Optionee’s employer was an Affiliate and ceases to be an Affiliate, Optionee
shall be deemed to have terminated employment for purposes of this Agreement, unless
specifically provided otherwise herein.



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     (b) Severability. If any provision of this Agreement is or becomes or is deemed
to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or this
Option, or would disqualify this Option under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable laws, or if
it cannot be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of this Option, such provision shall be stricken as to such
jurisdiction, person or this Option and the remainder of this Option shall remain in full
force and effect.




     (c) Other Laws. The Committee may refuse to issue or transfer any Shares or
other consideration under this Option, if, acting in its sole discretion, it determines that
the issuance or transfer of such Shares or such other consideration might violate any
applicable law or regulation, and in such event, the Company shall promptly return to the
Optionee (or other holder or beneficiary) any payment Optionee (or such other holder or
beneficiary) tendered to the Company.




     (d) No Trust or Fund Created. This Option shall not create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the Company
or any Affiliate and Optionee or any other person. To the extent that any person acquires a
right to receive payments from the Company or any Affiliate pursuant to this Option, such
right shall be no greater than the right of any general unsecured creditor of the Company or
any Affiliate.




     (e) No Fractional Shares. No fraction of a share shall be issuable or issued
upon exercise of this Option



     16. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas, without regard to conflicts of laws principles thereof.



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