EX-10.9





 Exhibit 10.9 

APA CORPORATION 
 Amendment of
Stock Option Grant Agreement 
 APA Corporation (the “Company”) sponsors the APA Corporation 2007 Omnibus Equity Compensation
Plan, the APA Corporation 2011 Omnibus Equity Compensation Plan, and the APA Corporation 2016 Omnibus Compensation Plan (collectively, the “Plans”), which were assigned by Apache Corporation to the Company and assumed by the Company from
Apache Corporation pursuant to that certain Assignment and Assumption Agreement dated as of March 1, 2021 (the “Assignment and Assumption Agreement”). Pursuant to the Plans, “Options” (as defined in the Plans) have been
granted to various “Eligible Persons” (as defined in the Plan), and the Company, pursuant to the terms of the APA Corporation Stock Option Grant Agreement (as assigned by Apache Corporation to the Company and assumed by the Company from
Apache Corporation pursuant to the Assignment and Assumption Agreement, the “Option Agreement”) and the Plans, reserved the right to amend the Option Agreement from time to time. The Company, effective March 1, 2021, exercised that
right with respect to only those Option Agreements that are valid and outstanding prior to March 1, 2021 and other than as provided in certain resolutions adopted by the Board of Directors of the Company, as follows: 

1.    The definition of “Involuntary Termination” is replaced in its entirety to read as follows: 

“Involuntary Termination” means the termination of employment of the Participant by the Company or its
successor or an applicable Affiliate for any reason on or after a Change of Control; provided that the termination does not result from an act of the Participant that (i) constitutes common law fraud, a felony, or gross malfeasance of duty and
(ii) is materially detrimental to the best interests of the Company or its successor; provided that, notwithstanding anything else in this Agreement to the contrary, an Involuntary Termination shall not be deemed to occur solely because a
Participant transfers employment from the Company to an Affiliate, from an Affiliate to the Company, or from one Affiliate to another Affiliate. 

2.    The definition of “Voluntary Termination with Cause” is replaced in its entirety to read as
follows: 
 “Voluntary Termination with Cause” occurs upon a Participant’s separation from service of
his or her own volition and one or more of the following conditions occurs without the Participant’s consent on or after a Change of Control: 
  

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


  

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




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



 

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



  

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



The Participant 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 the Company or its successor, attention: Vice President, Human Resources. 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. The Company’s 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 Participant 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. 
 3.    If an Option Agreement contains different Section cites, headings, etc.,
but contains similar provisions to those being replaced by the replacement provisions set forth in the foregoing, then the replacement provisions shall apply to such Option Agreement and such Option Agreements are amended in accordance with the
foregoing revisions subject to adjustment, as appropriate, for the different Section cites, headings, etc., and if any Section or paragraph containing a provision to be replaced as set forth in this amendment has an introductory sentence or clause
or ending sentence or clause, the replacement provision shall include any such introductory and/or ending sentence or clause. 

4.    With respect to Options intended to constitute “qualified performance-based compensation” and granted
pursuant to Option Agreements on or before to November 2, 2017, to any “covered employee” (as determined under Section 162(m) of the Code, as amended by the Tax Cuts and Jobs Act of 2017), the foregoing amendments shall not apply
if such amendments constitute a material modification of the Option Agreement as determined under Section 162(m) of the Code, IRS Notice 2018-68, Treasury Regulation
§ 1.162-33, and other applicable guidance that would otherwise result in some or all of such Options not being deductible by the Company or its affiliates for federal tax purposes. 

[Signature Page Follows] 

  
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 EXECUTED this 1st day of March, 2021. 

 

			
	APACHE CORPORATION
		
	By:	 	 /s/ Brandy Jones

		 	Brandy Jones
		 	Vice President, Human Resources



  
 Signature Page to
Amendment of Stock Option Grant Agreement