EX-10.1





 Exhibit 10.1 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of March 1, 2021, by and between Apache
Corporation, a Delaware corporation (“Assignor”), and APA Corporation, a Delaware corporation (“Assignee”). 

RECITALS 
 WHEREAS,
pursuant to the Agreement and Plan of Merger, dated as the date hereof (the “Merger Agreement”), by and among Assignor, Assignee, and APA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), at the Effective
Time, (i) Merger Sub will be merged with Assignor (the “Merger”), with Assignor surviving the Merger as a wholly-owned subsidiary of Assignee, pursuant to Section 251(g) of the General Corporation Law of the State of
Delaware, and (ii) each outstanding share of common stock, par value $0.625 per share, of Assignor (the “Assignor Common Stock”) will be converted into one share of common stock, par value $0.625 per share, of Assignee (the
“Assignee Common Stock”), with the same designations, rights, powers, and preferences, and the qualifications, limitations, and restrictions thereof, as the shares of Assignor Common Stock immediately prior to the Merger (the
“Reorganization”); and 
 WHEREAS, in connection with the Reorganization, Assignor has agreed to assign to Assignee,
and Assignee has agreed to assume from Assignor, (i) any employee, director, and executive compensation plans pursuant to which the Surviving Corporation is obligated to, or may, issue equity securities to its directors, officers, or employees
(collectively, all such plans, including any such plans listed on Exhibit A hereto, and any currently-effective amendments thereto and/or restatements thereof, the “Stock Incentive Plans”), (ii) each equity-based award
agreement, program, sub-plan, notice, and/or similar agreement entered into or issued pursuant to the Stock Incentive Plans, and each outstanding award granted or assumed thereunder (collectively, the
“Award Agreements”), and (iii) the other agreements and plans listed on Exhibit A hereto (the “Other Agreements and Plans” and, collectively with the Stock Incentive Plans and the Award Agreements, the
“Assumed Agreements”). 
 AGREEMENT 

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the receipt and sufficiency of which is acknowledged
by the parties hereto, the parties intending to be legally bound, agree as follows: 
 Section 1.    Defined
Terms. Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to them in the Merger Agreement. 

Section 2.    Assignment. Effective as of the Effective Time, Assignor hereby assigns to Assignee all of its
rights and obligations under the Assumed Agreements. 
 Section 3.    Assumption. Effective as of the
Effective Time, Assignee hereby assumes all of the rights and obligations of Assignor under the Assumed Agreements and agrees to abide by and perform all terms, covenants, and conditions of Assignor under the Assumed Agreements. In consideration of
the assumption by Assignee of all of the rights and obligations of Assignor under the Assumed Agreements, Assignor agrees to pay all expenses incurred by Assignee in 

  
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connection with the assumption of the Assumed Agreements pursuant to this Agreement. At the Effective Time, the Assumed Agreements shall each be automatically amended as necessary to provide that
references to Assignor in such agreements shall be read to refer to Assignee and references to the Assignor Common Stock in such agreements shall be read to refer to the Assignee Common Stock. 

Section 4.    Further Assurances. Subject to the terms of this Agreement, the parties hereto shall take all
reasonable and lawful action as may be necessary or appropriate to cause the intent of this Agreement to be carried out, including, without limitation, entering into amendments to the Assumed Agreements and notifying other parties thereto of such
assignment and assumption. 
 Section 5.    Successors and Assigns. This Agreement shall be binding upon
Assignor and Assignee, and their respective successors and assigns. The terms and conditions of this Agreement shall survive the consummation of the transfers provided for herein. 

Section 6.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. 

Section 7.    Counterparts. This Agreement may be executed in one or more counterparts, each of which when
executed shall be deemed to be an original but all of which shall constitute one and the same agreement. Facsimile copies or “PDF” or similar electronic data format copies of signatures shall constitute original signatures for all purposes
of this Agreement and any enforcement hereof. 
 Section 8.    Entire Agreement. This Agreement, including
Exhibit A attached hereto, together with the Merger Agreement, constitute the entire agreement and supersede all other agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter
hereof. 
 Section 9.    Amendments. This Agreement may not be modified or amended except by a writing
executed by the parties hereto. 
 Section 10.    Severability. The provisions of this Agreement are
severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 

Section 11.    Third Party Beneficiaries. The parties to the various Award Agreements and the parties to the
Other Agreements and Plans are intended to be third party beneficiaries to this Agreement. 
 [Signature Page Follows]  

  
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 IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly authorized. 
  

			
	ASSIGNOR:
	
	APACHE CORPORATION
		
	By:	 	 /s/ Stephen J. Riney

	Name:	 	Stephen J. Riney
	Title:	 	Executive Vice President and
		 	Chief Financial Officer


  

			
	 ASSIGNEE:

	
	 APA CORPORATION

		
	By:	 	 /s/ Stephen J. Riney

	Name:	 	Stephen J. Riney
	Title:	 	Executive Vice President and
		 	Chief Financial Officer



  
 Signature Page to
Assignment and Assumption Agreement – March 1, 2021 













 Exhibit A 

Assumed Agreements1 

Stock Incentive Plans (and all applicable Award Agreements thereunder):2 

 

	 	1.	 Apache Corporation Non-Employee Directors’ Compensation Plan



  

	 	2.	 Apache Corporation Deferred Delivery Plan 



 

	 	3.	 Apache Corporation 2007 Omnibus Equity Compensation Plan 



 

	 	4.	 Apache Corporation 2011 Omnibus Equity Compensation Plan 



 

	 	5.	 Apache Corporation 2016 Omnibus Compensation Plan 



Other Agreements and Plans: 
  

	 	1.	 Apache Corporation Income Continuance Plan 



 

	 	2.	 Apache Corporation Outside Directors’ Retirement Plan 



 

	 	3.	 Apache Corporation Executive Termination Policy 



 
  

	1 	 The Stock Incentive Plans and Other Agreements and Plans set forth in this Exhibit A include any and all
currently-effective amendments thereto and/or restatements thereof. 



	2 	 Each Stock Incentive Plan includes all applicable Award Agreements thereunder (any and all equity-based award
agreements, programs, sub-plans, notices, and/or similar agreements entered into or issued pursuant to the Stock Incentive Plans, and each outstanding award granted or assumed thereunder).




  
 Exhibit A to Assignment
and Assumption Agreement – March 1, 2021