EX-10.1


 Exhibit 10.1 

SCHEDULE A 
 Apache
Corporation 
 2015 Performance Share Program 

AWARD NOTICE 
  

			
	Recipient Name:		[Name]
		
	Company:		Apache Corporation
		
	Notice:		A summary of the terms of Conditional Grants of Restricted Stock Units (“RSUs”) under the 2015 Performance Share Program is set out in this notice (the “Award Notice”) but subject always to the terms of the
Apache Corporation 2011 Omnibus Equity Compensation Plan (the “Plan”) and the 2015 Performance Share Program Agreement (the “Agreement”). In the event of any inconsistency between the terms of this Award Notice, the terms of the
Plan and the Agreement, the terms of the Plan and the Agreement shall prevail.
		
			Selected Eligible Persons have been awarded a conditional grant of Apache Corporation RSUs in accordance with the terms of the Plan and the Agreement.
		
			Details of the RSUs which you are conditionally entitled to receive is provided to you in this Award Notice and maintained on your account at netbenefits.fidelity.com
		
	Type of Award:		A conditional award of RSUs based on a target percentage of annual base salary determined at the beginning of the Performance Period derived from job level (the “Conditional Grant”). RSUs granted pursuant to this
Conditional Grant are not eligible for dividends or dividend equivalents.
		
	Restricted Stock Unit:		A Restricted Stock Unit (“RSU”) as defined in the Plan and meaning the right granted to the Recipient of the Conditional Grant, as adjusted at the end of the Performance Period, to receive one share of Stock for each
Restricted Stock Unit at the end of the specified Vesting Period.
		
	Stock:		The $0.625 par value common stock of the Company or as otherwise defined in the Plan.
		
	Grant:		A Conditional Grant related to              Restricted Stock Units (“Target Amount”)
		
	Grant Date:		[Date]


  
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	Conditions:		Subject always to the terms of the Plan and the Agreement, the Conditional Grant of RSUs shall be made as of the Grant Date. At the end of the Performance Period, the Committee shall derive and confirm the number of Conditional
Grant RSUs that will actually be awarded as RSUs to the Recipient based upon measurement of the specific performance goals, applicable performance percentage levels and applicable weighting percentages during the Performance Period as set forth in
Schedule B to the Agreement, provided that the Recipient remains an Eligible Person and employed by the Company or its Affiliate as of the final day of the Performance Period. Once granted at the conclusion of the Performance Period, such RSUs shall
remain subject to a vesting schedule (as set forth below) (the “Vesting Period”). Once vested, the Recipient shall be paid the value of his or her RSUs in shares of Stock (net of shares withheld for applicable tax withholdings) provided
that the Recipient remains employed as an Eligible Person during the Vesting Period including the vesting date.
		
	Performance Measure:		The performance measures for the Conditional Grant, the performance percentage levels, and the applicable weighting percentages to be applied over the Performance Period are set forth on Schedule B to the Agreement.
		
			At the end of the Performance Period, the Committee shall determine and certify the attainment of each performance goal based on the established performance percentage levels and apply the applicable weighting percentages to
determine the Final Amount of RSUs to be awarded to each Recipient.
		
	Performance Period:		The three-year period commencing January 1, 2015 and ending December 31, 2017.
		
	Vesting Period:		Except upon a change of control (as described below), death, or total and permanent disability (as described below), cessation of employment during the Performance Period shall result in the immediate forfeiture of the entire amount
of the Conditional Grant. To the extent all or a part of a Conditional Grant RSU award is earned as of the end of the Performance Period, an award equal to the Final Amount shall be made in RSUs to the Recipient as soon as administratively
practical, but not later than March 15 following the end of the Performance Period. Any such RSUs awarded shall vest in accordance with the following schedule, provided that the Recipient remains employed as an Eligible Person as of such vesting
date:
		
			First day following the close of the Performance Period – 50% vested.


  
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			First anniversary of the first day following the close of the Performance Period – an additional 50% vested.
		
			Except as described below, cessation of employment will result in the immediate forfeiture of all unvested RSUs.
		
			Vesting is accelerated to 100% upon the Recipient’s death or total and permanent Disability during the Performance Period or the subsequent Vesting Period. Upon death or total and permanent Disability during the Performance
Period, the number of RSUs (and related shares of Stock) granted shall be deemed to be 1.00 times the Conditional Grant amount of RSUs (the Target Amount). Upon vesting, the applicable shares of Stock, subject to required tax withholding, shall be
transferred by the Company to the Recipient (or, in the event of the Recipient’s death, to his beneficiary) within thirty (30) days of the vesting date. The Recipient can name a beneficiary on a form approved by the Committee.
		
			Vesting is accelerated to 100% upon a Recipient’s Involuntary Termination or Voluntary Termination with Cause occurring (i) on or after a 409A Change of Control during the Vesting Period provided that the Recipient is an
Eligible Person at the time of such termination and (ii) after completion of the Performance Period. Upon vesting, the applicable shares of Stock, subject to required tax withholding, shall be transferred by the Company to the Recipient within
thirty (30) days of the vesting date.
		
			In the event of the Recipient’s Involuntary Termination or Voluntary Termination with Cause which occurs (i) on or after a 409A Change of Control of the Company and (ii) on or prior to the end of the Performance
Period, the Recipient will become 100% fully vested upon the occurrence of his Involuntary Termination or Voluntary Termination with Cause on or after the 409A Change of Control in the number of RSUs determined by applying the multiple of 1.00 to
the Target Amount. Upon vesting, the applicable shares of Stock, subject to required tax withholding, shall be transferred by the Company to the Recipient within thirty (30) days of the later of (i) the date of the Recipient’s
Involuntary Termination or Voluntary Termination with Cause or (ii) the end of the Performance Period. Notwithstanding the foregoing, if the payment of the Final Amount is subject to Internal Revenue Code Section 409A, payment will not
occur until the earlier of (1) the date payment would have been due if the 409A Change of Control had not occurred or (2) the date that the 409A Change of Control


  
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			constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Internal Revenue Code Section
409A(a)(2)(A)(v).
		
			If, during the Vesting Period, and after the end of the Performance Period, the Recipient’s termination of employment from the Company and the Affiliates occurs by reason of his or her Retirement, the Recipient may be deemed to
continue to be employed as an Eligible Person for purposes of this Grant and may continue to vest over the Vesting Period provided that the Recipient meets the Retirement Conditions set forth in section 6 of the Agreement. In the event of a 409A
Change of Control during such continued Vesting Period, vesting is accelerated to 100%.
		
	Withholding:		The Company and the Recipient will comply with all federal and state laws and regulations respecting the required withholding, deposit and payment of any income, employment or other taxes relating to the Grant.
		
	Acceptance		Please complete the on-line grant acceptance as promptly as possible to accept or reject your Conditional Grant. You can access this through your account at netbenefits.fidelity.com. By accepting your Conditional Grant, you will
have agreed to the terms and conditions set forth in the Agreement, including, but not limited to, the non-compete and non-disparagement provisions set forth in sections 6 and 7 of the Agreement, and the terms and conditions of the Plan. If you do
not accept your grant you will be unable to receive your Conditional Grant or the related RSUs.


  
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 SCHEDULE B 

Apache Corporation 
 2015
Performance Share Program 
 PERFORMANCE MEASURES 
  

					
	Performance Goals:		1. Total Shareholder Return
		
			At the end of the Performance Period, the Committee shall derive and confirm a portion of the number of Conditional Grant RSUs that will actually be awarded as RSUs to the Recipient based upon measurement of total
shareholder return (“TSR”) of Stock as compared to a designated Peer Group during the Performance Period, provided that the Recipient remains an Eligible Person and employed by the Company or its Affiliate as of the final day of the
Performance Period.
		
			TSR is determined by dividing (i) the sum of the cumulative amount of a company’s dividends for the performance period (assuming same-day reinvestment into the company’s common stock on the ex-dividend date)
and the share price of the company at the end of the performance period minus the share price at the beginning of the performance period by (ii) the share price at the beginning of the performance period.
			
			•		Begin Price = Average per share closing price of a share or share equivalent on the applicable stock exchange for the 60 business (trading) days preceding the beginning of the performance period
			
			•		End Price = Average per share closing price of a share or share equivalent on the applicable stock exchange for the last 60 business (trading) days of the performance period
			
			•		Dividends = Includes dividends paid throughout performance period
			
			•		TSR ranking compared to designated Peer Group (11 companies selected)
			
					 •    Anadarko Petroleum Corporation

			
					 •    Chesapeake Energy Corporation

			
					 •    ConocoPhillips Company



  
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		 		 	 •    Devon Energy Corporation

			
		 		 	 •    EOG Resources, Inc.

			
		 		 	 •    Hess Corporation

			
		 		 	 •    Marathon Oil Corporation

			
		 		 	 •    Murphy Oil Corporation

			
		 		 	 •    Noble Energy Inc.

			
		 		 	 •    Occidental Petroleum Corporation

			
		 		 	 •    Pioneer Natural Resources Co.

			
		 	•	 	Apache’s performance over a three-year performance period will be directly ranked within the peer group, resulting in the application of a single multiplier to the target shares to derive the number of shares awarded. The
multiplier will range from 0 for performance in the bottom quartile to 1.5 for ranking 1st among the peer group.
			
		 	•	 	Should consolidation among peers in the marketplace occur, the ranking schedule would adjust to accommodate the reduced number of peers.
		
		 	 2. Business Performance

		
		 	 At the end of the Performance Period, the Committee shall derive and confirm a portion of the number of Conditional Grant RSUs
that will actually be awarded as RSUs to the Recipient based upon quantitative performance measures related to the following criteria:

			
		 		 	 •  Cash Flow from Operations; and

 

		 		 	 •  Reserves Added per Debt Adjusted Share

		
		 	 The Committee will consider all of the above performance measures related to the Company as a whole as follows:


  

													
	 Metric
	  	Weighting	 	 	Threshold	 	 	Target	 	Max
	 Total Shareholder Return
	  	 	50	% 	 	 	9th	  	 	Between 6th - 7th	 	1st – 3rd
	 Cash Flow from Operations
	  	 	25	% 	 	 	-10	% 	 	Plan	 	+10%
	 Reserves added per debt adjusted share
	  	 	25	% 	 	 	-10	% 	 	Plan	 	+10%

  

							
	Performance Period:	  	Three calendar years	  	


							
		 	•	 	1/1/2015 to 12/31/17


  
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	Measurement:	 	At the conclusion of the three-year performance period, a calculation of TSR performance will be made and confirmed. 50% of the total Target Amount of RSUs will be determined based upon the final TSR performance as
follows:

  

					
	 Rank Against Peers
	  	Payout
Multiple	 
	 1
	  	 	1.50	  
	 2
	  	 	1.50	  
	 3
	  	 	1.50	  
	 4
	  	 	1.30	  
	 5
	  	 	1.20	  
	 6
	  	 	1.10	  
	 7
	  	 	0.90	  
	 8
	  	 	0.80	  
	 9
	  	 	0.70	  
	 10
	  	 	0.00	  
	 11
	  	 	0.00	  
	 12
	  	 	0.00	  

  

			
		 	Cash Flow from Operations will be evaluated annually during the three-year performance period against their respective performance targets as determined at the beginning of each year (performance target for each calendar year to be
determined prior to March 31). Performance will be measured as a percentage above or below target. 25% of the total Target Amount of RSUs will be determined based upon the three-year average of the Cash Flow from Operations
performance.
		
		 	Reserves Added per Debt Adjusted Share will be evaluated annually during the three-year performance period against their respective performance targets as determined at the beginning of each year (performance target for each
calendar year to be determined prior to March 31). Performance will be measured as a percentage above or below target. 25% of the total Target Amount of RSUs will be determined based upon the three-year average Reserves Added per Debt Adjusted
Share.


  
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		 	The three-year average performance for cash flow from operations and reserves added per debt adjusted share will be interpolated as follows to determine the final achievement percentage for each metric.

  

											
	 Metric
	  	Threshold
(50%)	 	 	Target
(100%)	  	Max
(150%)	 
	 Cash Flow from Operations
	  	 	-10	% 	 	Plan	  	 	+10	% 
	 Reserves added per debt adjusted share
	  	 	-10	% 	 	Plan	  	 	+10	% 

  

					
		 	If Apache’s absolute TSR for the performance period is negative, the RSU grant will be capped at target (100%), regardless of the percentage achieved.


  
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 Apache Corporation 

2015 Performance Share Program Agreement 

This 2015 Performance Share Program Agreement (the “Agreement”) relating to a conditional grant of Restricted Stock Units (as
defined in the rules of the Apache Corporation 2011 Omnibus Equity Compensation Plan (the “Plan”) (the “Conditional Grant”), dated as of the Grant Date set forth in the Notice of Award under the 2015 Performance Share Program
attached as Schedule A hereto (the “Award Notice”), is made between Apache Corporation (together with its Affiliates, the “Company”) and each Recipient. The Award Notice is included in and made part of this Agreement. 

In this Agreement and each Award Notice, unless the context otherwise requires, words and expressions shall have the meanings given to them in
the Plan except as herein defined. 
 Definitions 

“409A Change of Control” means a Change of Control that constitutes, with respect to the Company, a “change in the
ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the
“Code”) and Treasury Regulations Section 1.409A-3(i)(5). 
 “Award Notice” means the separate notice, along
with Schedule B, given to each Recipient specifying the Target Amount and other applicable performance percentage levels, performance criteria and applicable weighting percentages for that individual. 

“Base Salary” means, with regard to any Recipient, such Recipient’s annual base compensation as an employee of the
Company determined immediately prior to the beginning of the Performance Period, without regard to any bonus, pension, profit sharing, stock option, life insurance or salary continuation plan which the Recipient either receives or is otherwise
entitled to have paid on his or her behalf. 
 “Conditional Grant” means the conditional entitlement, evidenced by this
Agreement to receive all or a portion of a Target Amount and Final Amount, subject to and in accordance with the provisions of this Agreement. 

“Disability” means total and permanent disability as determined pursuant to the Company’s Group Long-Term Disability
Plan or any successor. 
 “Fair Market Value” means the closing price of the Stock as reported on The New York Stock
Exchange, Inc. Composite Transactions Reporting System (“Composite Tape”) for a particular date or, if the Stock is not so listed at any time, as reported on NASDAQ or on such other exchange or electronic trading system as, on the date in
question, reports the largest number of traded shares of stock. If there are no Stock transactions on such date, the Fair Market 

  
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Value shall be determined as of the immediately preceding date on which there were Stock transactions. If the foregoing provisions are not applicable, the fair market value of a share of the
Stock shall be as determined by the Committee by the reasonable application of such reasonable valuation method, consistently applied, as the Committee deems appropriate. 

“Final Amount” means with regard to any Recipient, such number of shares of Restricted Stock Units (“RSUs”) as
specified in each Recipient’s Award Notice, times the applicable multiple factor determined under the Performance Measures at the end of the Performance Period. 

“Involuntary Termination” means the termination of employment of the Recipient by the Company or its successor for any reason
on or after a 409A Change of Control; provided, that the termination does not result from an act of the Recipient that (i) constitutes common-law fraud, a felony, or a gross malfeasance of duty, or (ii) is materially detrimental to the
best interests of the Company or its successor. 
 “Payout Amount” means the vested portion of the Final Amount expressed
as shares of Stock underlying the RSUs. 
 “Peer Group” means the group of companies selected by the Committee for purposes
of this Agreement as set forth in the Award Notice. Should consolidation among any Peer Group companies in the marketplace occur during the Performance Period, the Committee will determine the appropriate adjustments to accommodate the reduced
number of Peer Group companies for the Performance Period. Should a Change of Control of the Company occur during the Performance Period, the Committee will determine the appropriate adjustments to measure Apache Corporation’s TSR for the
Performance Period. The Peer Group companies for any particular Performance Period shall be determined at the commencement of such Performance Period. 

“Performance Measures” means, as set forth in the Award Notice, (i) Apache Corporation’s TSR over the Performance
Period compared to the TSR of the Company’s Peer Group over the Performance Period, or (ii) Apache Corporation’s achievement of pre-established performance goals over the Performance Period, as applicable. For purposes of determining
TSR performance, at the end of the Performance Period, the Peer Group companies and the Company will be ranked together based on their TSR for the Performance Period from the highest TSR being number 1 to the lowest TSR being the number of Peer
Group companies, including the Company, remaining in the group at the end of the Performance Period. Based on the Company’s relative TSR rank amongst the Peer Group companies for the Performance Period, a Recipient who remains employed as of
the last day of the Performance Period will be issued RSUs at the close of the Performance Period as determined by the Company’s percentile rank as set forth in the Award Notice (the Final Amount). At the end of the Performance Period, the
Committee shall also determine and certify the levels of other specific performance goals achieved and apply the applicable performance percentage levels and weighting percentages as set forth in the Award Notice. Based on the Company’s level
of goal achievement, a Recipient who remains employed as of the last day of the Performance Period will be issued RSUs on the day following the close of the Performance Period as determined by the Committee as set forth in the Award Notice (the
Final Amount). 

  
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 “Performance Period” means the three-year period as specified in the Award
Notice. 
 “Recipient” means an Eligible Person who has been designated by the Committee at the Grant Date at the beginning
of the Performance Period to receive one or more Conditional Grants under the Plan. For purposes of this Agreement, the group of Eligible Persons shall include all full-time and designated part-time employees of the Company who are employed as
employees of the Company (as designated by the Company for payroll purposes) on the date immediately prior to the beginning of the Performance Period, but excluding Egyptian nationals employed outside of the United States, employees categorized by
the Company (for payroll purposes) as non-exempt support and field staff, leased employees, interns, or any employee of the Company who is covered under a collective bargaining agreement, unless such collective bargaining agreement specifically
provides for coverage under the Plan. 
 “Retirement” means, with respect to a Recipient and for purposes of this
Agreement, the date the Recipient terminates employment with the Company after (i) attaining age 65 and (ii) earning at least 15 Years of Service. 

“Years of Service” means the total number of months from the Recipient’s date of hire by the Company to the date of
termination of employment divided by 12. 
 “Target Amount” means, with regard to any Recipient, such number of RSUs as
specified in each Recipient’s Award Notice. Such Target Amount shall be based upon a target percentage of annual Base Salary determined at the beginning of the Performance Period derived from job level. 

“Total Shareholder Return” or “TSR” is determined by dividing (i) the sum of the cumulative amount of a
company’s dividends for the Performance Period (assuming same-day reinvestment into the company’s common stock on the ex-dividend date) and the share price of the company at the end of the Performance Period minus the share price at the
beginning of the Performance Period, by (ii) the share price at the beginning of the Performance Period. 
 “Voluntary
Termination with Cause” occurs upon a Recipient’s separation from service of his own volition and one or more of the following conditions occurs without the Recipient’s consent on or after a 409A Change of Control: 

 

	 	(a)	There is a material diminution in the Recipient’s base compensation, compared to his rate of base compensation on the date of the 409A Change of Control. 


 

	 	(b)	There is a material diminution in the Recipient’s authority, duties or responsibilities. 

  

	 	(c)	There is a material diminution in the authority, duties or responsibilities of the Recipient’s supervisor, such as a requirement that the Recipient (or his supervisor) report to a corporate officer or employee
instead of reporting directly to the board of directors. 


  
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	 	(d)	There is a material diminution in the budget over which the Recipient retains authority. 

  

	 	(e)	There is a material change in the geographic location at which the Recipient must perform his service, including, for example the assignment of the Recipient to a regular workplace that is more than 50 miles from his
regular workplace on the date of the 409A Change of Control. 

 The Recipient must notify the Company of the existence of one or more adverse
conditions specified in clauses (a) through (e) above within 90 days of the initial existence of the adverse condition. The notice must be provided in writing to Apache Corporation’s Executive Vice President, Human Resources or
his/her delegate. The notice may be provided by personal delivery or it may be sent by email, inter-office mail, regular mail (whether or not certified), fax, or any similar method. Apache Corporation’s Executive Vice President, Human
Resources, or his/her delegate shall acknowledge receipt of the notice within 5 business days; the acknowledgement shall be sent to the Recipient by certified mail. Notwithstanding the foregoing provisions of this definition, if the Company remedies
the adverse condition within 30 days of being notified of the adverse condition, no Voluntary Termination with Cause shall occur. 
 Terms

 1. Conditional Grant of RSUs. Subject to the provisions of this Agreement and the provisions of the Plan and Award Notice,
the Company shall conditionally grant to the Recipient, pursuant to the Plan, a right to receive the Target Amount of RSUs set forth in the Recipient’s Award Notice. Such Target Amount shall be adjusted to a Final Amount at the end of the
Performance Period based upon the results of the Performance Measures, as determined by the Committee. Notwithstanding the foregoing, the Target Amount shall be adjusted to a Final Amount of RSUs at the conclusion of the Performance Period solely
for each Recipient who remains employed as of the last day of the Performance Period. The award of the Final Amount shall give the Recipient the right, upon vesting, to an equal number of shares of $0.625 par value common stock of the Company
(“Stock”). 
 2. Vesting and Payment of Stock. Subject to the provisions of Section 3, the Payout Amounts shall be
payable in increments strictly in accordance with the following schedule: 
 (a) The entitlement to receive the number of shares of Stock
pursuant to the RSUs comprising the Final Amount shall vest fifty percent (50%) and become transferable as of the first day following the close of the Performance Period, provided that the Recipient remains employed as an Eligible Person on
such date. Such Stock, subject to applicable withholding, shall be transferred by the Company to the Recipient within thirty (30) days of the vesting date and not later than March 15 of the year following the year in which the RSUs vest.

 (b) The entitlement to receive the remaining fifty percent (50%) of the shares of Stock pursuant to the RSUs comprising the Final
Amount shall vest and become transferable as of the first anniversary of the first day following the close of the Performance Period, provided that the Recipient remains employed as an Eligible Person on such applicable vesting date. Such Stock,
subject to applicable withholding, shall be transferred by the Company to the Recipient within thirty (30) days of the respective vesting date and not later than March 15 of the year following the year in which the RSUs vest. 

  
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 3. Termination of Employment, Death, or Disability on or prior to the end of the Performance
Period. Except as set forth below, a cessation of employment with the Company prior to the end of the Performance Period will result in the Target Amount being forfeited for all purposes. 

(a) If the Recipient dies while employed by the Company, or on the date the Recipient becomes Disabled (as defined in this Agreement), during
the Performance Period, the Recipient shall immediately receive an amount equal to the Target Amount of RSUs and shall become 100% vested in such Target Amount. Payment shall occur as soon as administratively convenient following the date the
Recipient dies or becomes Disabled, but in no event shall the payment occur later than March 15 of the calendar year immediately following the calendar year in which the Recipient died or became Disabled. If the Recipient dies before receiving
payment, the payment shall be made to the Recipient’s designated beneficiary, legal representatives, heirs, or legatees, as applicable. Each Recipient may designate a beneficiary on a form approved by the Committee. 

4. Termination of Employment, Retirement, Death or Disability after the end of the Performance Period. Except as set forth below, each
Conditional Grant shall be subject to the condition that the Recipient has remained an Eligible Person from the award of the Conditional Grant of RSUs until the applicable vesting date as follows: 

(a) If the Recipient voluntarily leaves the employment of the Company (other than for reason of Retirement), or if the employment of the
Recipient is terminated by the Company for any reason or no reason, any Final Amounts not previously vested shall thereafter be void and forfeited for all purposes. 

(b) A Recipient shall become 100% fully vested in all Final Amounts on the date the Recipient dies while employed by the Company (or while
continuing to vest pursuant to section 4(c) below), or on the date the Recipient becomes Disabled (as defined for purposes of this Agreement) while employed by the Company. Payment shall occur as soon as administratively convenient following the
date the Recipient dies or becomes Disabled, but in no event shall the payment occur later than March 15 of the calendar year immediately following the calendar year in which the Recipient died or became Disabled. If the Recipient dies before
receiving payment, the payment shall be made to the Recipient’s designated beneficiary, legal representatives, heirs, or legatees, as applicable. Each Recipient may designate a beneficiary on a form approved by the Committee. 

(c) If the Recipient leaves the employment of the Company by reason of Retirement, any Final Amounts not previously vested may continue to
vest following the Recipient’s termination of employment by reason of Retirement after the end of the Performance Period as if the Recipient remained an Eligible Person in the employ of the Company, provided that such Recipient shall be
entitled to continue vesting only if such Recipient satisfies the Retirement Conditions set forth in section 6 below (except in the case of death). 

  
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 5. Change of Control. 

(a) Pursuant to Section 12.1(d) of the Plan, the following provisions of this section 5 of the Agreement shall supersede Sections
12.1(a), (b) and (c) of the Plan. Without any further action by the Committee or the Board, in the event of the Recipient’s Involuntary Termination or Voluntary Termination with Cause which occurs (i) on or after a 409A Change of
Control of the Company and (ii) prior to the end of the Performance Period, the Recipient shall become 100% fully vested upon the occurrence of his Involuntary Termination or Voluntary Termination with Cause on or after the 409A Change of
Control in the number of RSUs determined by applying the multiple of 1.00 to the Target Amount. Subject to section 13(d) of this Agreement, payment shall occur within thirty (30) days of the later of (1) the date of the Involuntary
Termination or Voluntary Termination with Cause of the Recipient following the 409A Change of Control or (2) the end of the Performance Period. 

(b) In the event of a Recipient’s Involuntary Termination or Voluntary Termination with Cause occurring on or after a 409A Change of
Control of the Company which occurs after the end of the Performance Period, the Recipient shall become 100% fully vested in the Final Amount of RSUs as of the date of his Involuntary Termination or Voluntary Termination with Cause. Subject to
section 13(d) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause. 

(c) In the event of a 409A Change of Control of the Company following the Recipient’s termination of employment by reason of Retirement
after the end of the Performance Period while the Recipient is continuing to vest pursuant to section 4(c), the Recipient shall become 100% fully vested in the unvested Final Amount of RSUs as of the date of the 409A Change of Control. Subject to
section 13(d) of this Agreement, payment shall occur within thirty (30) days of the 409A Change of Control. 
 6. Conditions to
Post-Retirement Vesting. If the Recipient has attained age 65 and has completed at least 15 Years of Service and such Recipient terminates employment with the Company and the Affiliates by reason of Retirement, it is agreed by the Company and
the Recipient that: 
 (a) subject to the provisions of this section 6(a) and sections 6(b) and 6(c), such Recipient may continue to vest in
the unvested Final Amount of RSUs following the date of his or her termination by reason of Retirement as if the Recipient continued in employment as an Eligible Person provided that the Grant Date of the unvested RSUs is at least three
(3) months prior to such termination date and the Recipient has provided not less than three (3) months’ advance written notice prior to such termination date to Apache Corporation’s Executive Vice President, Human Resources, or
his or her delegate, and to his or her direct manager, regarding the Recipient’s intent to terminate employment for reason of Retirement; provided, however, a Recipient who is at least age 65 and has completed at least 15 Years of
Service need not provide such three (3) months’ advance written notice of his or her intent to terminate employment by reason of Retirement if the Company elects to require such Recipient to, or (as part of a reduction in force
or otherwise in writing in exchange for a written release) offers such Recipient the opportunity to, terminate employment with the Company by reason of Retirement; and it is further agreed that 

  
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 (b) in consideration for the continued vesting treatment afforded to the Recipient under section
6(a), Recipient shall, during the continuing Vesting Period after Retirement (the “Continued Vesting Period”) refrain from becoming employed by, or consulting with, or becoming substantially involved in the business of, any business that
competes with the Company or its Affiliate in the business of exploration or production of oil or natural gas within the geographic area in which the Recipient is working or has worked for the Company or its Affiliate, and/or for which the Recipient
is or was responsible, at the time of termination of employment or the immediately preceding three-year period (a “Competitive Business”); provided, that the Recipient may purchase and hold for investment purposes less than five
percent (5%) of the shares of any Competitive Business whose shares are regularly traded on a national securities exchange or inter-dealer quotation system, and provided further, that the Recipient may provide services solely as a
director to a Competitive Business if, during the Continued Vesting Period, the Recipient is not involved directly in the day-to-day management, supervision or operations of such Competitive Business; and it is further agreed that 

(c) in consideration for the continued vesting treatment afforded to the Recipient under section 6(a), Recipient shall, during the Continued
Vesting Period, refrain from making, or causing or assisting any other person to make, any oral or written communication to any third party about the Company, any Affiliate and/or any of the employees, officers or directors of the Company or any
Affiliate which impugns or attacks, or is otherwise critical of, the reputation, business or character of such entity or person; or that discloses private or confidential information about their business affairs; or that constitutes an intrusion
into their seclusion or private lives; or that gives rise to unreasonable publicity about their private lives; or that places them in a false light before the public; or that constitutes a misappropriation of their name or likeness. 

Notwithstanding the foregoing provisions of this section 6 of the Agreement, in the event that the Recipient fails to satisfy any of the conditions set forth
in sections 6(a), (b) and (c) above, the Recipient shall not be entitled to vest in any unvested Final Amount of RSUs after the date of Retirement and the unvested Final Amount of RSUs subject to this Agreement shall be forfeited. 

7. Prohibited Activity. In consideration for this Grant, the Recipient agrees not to engage in any “Prohibited Activity”
while employed by the Company or within three years after the date of the Recipient’s termination of employment. A “Prohibited Activity” will be deemed to have occurred, as determined by the Committee in its sole and absolute
discretion, if the Recipient (i) divulges any non-public, confidential or proprietary information of the Company, but excluding information that (a) becomes generally available to the public other than as a result of the Recipient’s
public use, disclosure, or fault, or (b) becomes available to the Recipient on a non-confidential basis after the Recipient’s employment termination date from a source other than the Company prior to the public use or disclosure by the
Recipient, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by contractual, legal or fiduciary obligation, (ii) directly or indirectly, consults with or becomes
affiliated with, participate or engage in, or becomes employed by any business that is competitive with the Company, wherever from time to time conducted throughout the world, including situations where the Recipient solicits or participates in or
assists in any way in the solicitation or recruitment, directly or indirectly, of any employees of the Company; or (iii) engages in publishing any oral or written statements about the Company, and/or any of its


  
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directors, officers, or employees that are disparaging, slanderous, libelous, or defamatory; or that disclose private or confidential information about their business affairs; or that constitute
an intrusion into their seclusion or private lives; or that give rise to unreasonable publicity about their private lives; or that place them in a false light before the public; or that constitute a misappropriation of their name or likeness. 

8. Payment and Tax Withholding. Upon receipt of any entitlement to Stock under this Agreement and, if applicable, upon the
Recipient’s attainment of eligibility to terminate employment by reason of Retirement pursuant to section 4(c), the Recipient shall make appropriate arrangements with the Company to provide for the amount of minimum tax withholding required by
law, including without limitation Sections 3102 and 3402 or any successor section(s) of the Internal Revenue Code and applicable state and local income and other tax laws. Upon receipt of entitlement to Stock under this Agreement, each payment of
the Payout Amount shall be made in shares of Stock, determined by the Committee, such that the withheld number of shares shall be sufficient to cover the withholding amount required by this Section (including any amount to cover benefit tax charges
arising thereon). The payment of a Payout Amount shall be based on the Fair Market Value of the shares of Stock on the applicable date of vesting to which such tax withholding relates. Where appropriate, shares shall be withheld by the Company to
satisfy applicable tax withholding requirements rather than paid directly to the Recipient. 
 9. No Ownership Rights Prior to Issuance
of Stock. Neither the Recipient nor any other person shall become the beneficial owner of the Stock underlying the Conditional Grant, nor have any rights of a shareholder (including, without limitation, dividend and voting rights) with respect
to any such Stock, unless and until and after such Stock has been actually issued to the recipient and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this Agreement. 

10. Non-Transferability of Stock. Stock issued pursuant to a Conditional Grant shall not be transferable otherwise than by will or the
laws of descent and distribution, subject to the conditions and exceptions set forth in Section 14.2 of the Plan. 
 11. No Right to
Continued Employment. Neither the RSUs or Stock issued pursuant to a Conditional Grant nor any terms contained in this Agreement shall confer upon the Recipient any express or implied right to be retained in the employment or service of the
Company for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Recipient’s employment or service at any time for any reason or no reason. The Recipient acknowledges and
agrees that any right to receive RSUs or Stock pursuant to a Conditional Grant is earned only by continuing as an employee of the Company at the will of the Company, or satisfaction of any other applicable terms and conditions contained in the Plan
and this Agreement, and not through the act of being hired, being granted the Conditional Grant, or acquiring RSUs or Stock pursuant to the Conditional Grant hereunder. 

12. The Plan. In consideration for this Conditional Grant, the Recipient agrees to comply with the terms of the Plan and this
Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. Unless defined herein,


  
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capitalized terms are used herein as defined in the Plan. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this
Agreement shall be deemed to be modified accordingly. The Plan and the prospectus describing the Plan can be found on the Company’s HR intranet and the Plan document can be found on Fidelity’s website (netbenefits.fidelity.com). A paper
copy of the Plan and the prospectus shall be provided to the recipient upon the Recipient’s written request to the Company at 2000 Post Oak Blvd., Suite 100, Houston, Texas 77056-4400, Attention: Corporate Secretary. 

13. Compliance with Laws and Regulations. 

(a) The Conditional Grant and any obligation of the Company to deliver RSUs or Stock hereunder shall be subject in all respects to
(i) all applicable laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be
necessary or applicable. Moreover, the Company shall not deliver any certificates for Stock to the Recipient or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in
its discretion, that the listing, registration or qualification of Stock upon any national securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall
not be required to deliver any certificates for Stock to the Recipient or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise
provided for, free of any conditions not acceptable to the Company. 
 (b) It is intended that any Stock received in respect of the
Conditional Grant shall have been registered under the Securities Act of 1933 (“Securities Act”). If the Recipient is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule
144”), the Recipient may not sell the Stock received except in compliance with Rule 144. Certificates representing Stock issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or
transfer of the Stock as the Company deems appropriate to comply with Federal and state securities laws. 
 (c) If, at any time, the Stock
is not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Stock, the Recipient shall execute, prior to the delivery of any Stock to the Recipient by the Company pursuant
to this Agreement, an agreement (in such form as the Company may specify) in which the Recipient represents and warrants that the Recipient is purchasing or acquiring the Stock acquired under this Agreement for the Recipient’s own account, for
investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Stock shall be made only pursuant to either (i) a registration statement
on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Stock being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption the Recipient shall, prior to any offer for sale of such Stock, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the
applicability of such exemption thereto. 

  
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 (d) This Conditional Grant is intended to comply with, or be exempt from, the applicable
requirements of Section 409A of the Code and the rules and regulations issued thereunder and shall be administered accordingly. Notwithstanding anything in this Agreement to the contrary, if the RSUs constitute “deferred compensation”
under Section 409A of the Code and any RSUs become payable pursuant to the Recipient’s termination of employment, settlement of the RSUs shall be delayed for a period of six months after the Recipient’s termination of employment if
the Recipient is a “specified employee” as defined under Code Section 409A(a)(2)(B)(i) and if required pursuant to Section 409A of the Code. If settlement of the RSUs is delayed, the RSUs shall be settled on the first day of the
first calendar month following the end of the six-month delay period. If the Recipient dies during the six-month delay, the RSUs shall be settled and paid to the Recipient’s designated beneficiary, legal representatives, heirs or legatees, as
applicable, as soon as practicable after the date of death. Notwithstanding any provision to the contrary herein, payments made with respect to this Conditional Grant may only be made in a manner and upon an event permitted by Section 409A of
the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service,” as such term is defined in Section 10.1 of the Plan. This Agreement may be amended without the consent
of the Recipient in any respect deemed by the Board or the Committee to be necessary in order to preserve compliance with Section 409A of the Code. 

14. Notices. All notices by the Recipient or the Recipient’s assignees shall be addressed to the Administrative Agent, Fidelity,
through the Recipient’s account at netbenefits.fidelity.com, or such other address as the Company may from time to time specify. All notices to the Recipient shall be addressed to the Recipient at the Recipient’s address in the
Company’s records. 
 15. Other Plans. The Recipient acknowledges that any income derived from the Conditional Grant shall not
affect the Recipient’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Affiliate. 

16. Terms of Employment. The Plan is a discretionary plan. The Recipient hereby acknowledges that neither the plan nor this Agreement
forms part of his terms of employment and nothing in the Plan may be construed as imposing on the Company or any Affiliate a contractual obligation to offer participation in the Plan to any employee of the Company or any Affiliate. The Company or
any Affiliate is under no obligation to grant further Stock to any Recipient under the Plan. The Recipient hereby acknowledges that if he ceases to be an employee of the Company or any Affiliate for any reason or no reason, he shall not be entitled
by way of compensation for loss of office or otherwise howsoever to any sum. 
 17. Data Protection. By accepting this Agreement
(whether by electronic means or otherwise), the Recipient hereby consents to the holding and processing of personal data provided by him to the Company for all purposes necessary for the operation of the Plan. These include, but are not limited to:

 (a) administering and maintaining Recipient records; 

(b) providing information to any registrars, brokers or third party administrators of the Plan; and 

  
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 (c) providing information to future purchasers of the Company or the business in which the
Recipient works. 
 18. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the
fullest extent permitted by law. 
 ***** 

  
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