exv10w1






Exhibit 10.1




SCHEDULE A




Apache Corporation

2011 Performance 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 2011 Performance Program is
set out in this notice (the “Award Notice”) but subject
always to the terms of the Apache Corporation 2007 Omnibus
Equity Compensation Plan (the “Plan”) and the 2011
Performance 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 immediately
prior to the beginning of the Performance Period derived from job level (the “Conditional Grant”).
	 
	 	 
	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:

	 	January 7, 2011






 









 






	 	 	 

	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 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 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). 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 by the Company
during the vesting period including the vesting date.
	 
	 	 
	Performance Measure:

	 	The performance measure for the Conditional Grant is Apache Corporation’s TSR over the Performance
Period compared to the TSR of the Company’s Peer Group over the Performance Period. TSR shall be
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
company’s End Price at the end of the Performance Period minus the Begin Price at the beginning of the
Performance Period, by (ii) the Begin Price at the beginning of the Performance Period.
	 
	 	 
	 

	 	Begin Price = the 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 = the 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.
	 
	 	 
	 

	 	Dividend = dividends paid throughout the Performance Period.
	 
	 	 
	 

	 	Stock Price = the closing price for the day and will be adjusted for stock splits, spin-offs, mergers
or any other corporate securities transaction affecting stock price, as determined by the Committee.
	 
	 	 
	 

	 	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






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	 	Performance Period. Based on the Company’s relative TSR rank amongst
the Peer Group companies for the Performance Period, Recipient will
be issued RSUs as determined by the Company’s percentile rank as
follows:






	 	 	 	 	 
	Rank Against Peers	 	Multiple
of Target Amount (Conditional Number of RSUs  Granted)
	1

	 	2.50	 
	2

	 	2.25	 
	3

	 	2.00	 
	4

	 	1.80	 
	5

	 	1.60	 
	6

	 	1.40	 
	7

	 	1.20	 
	8

	 	1.00	 
	9

	 	0.90	 
	10

	 	0.80	 
	11

	 	0.70	 
	12

	 	0.60	 
	13

	 	0.50	 
	14

	 	0	 
	15

	 	0	 
	16

	 	0	 
	17

	 	0	 
	18

	 	0	 
	19

	 	0	 






	 	 	 

	Performance Period:

	 	The three-year period commencing January 1, 2011 and
ending December 31, 2013.
	 
	 	 
	Peer Group:

	 	For the Performance Period, the following companies
shall comprise the peer group of companies (applicable
ticker symbol included):






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	APC

	 	Anadarko Petroleum

Corporation
	 	EOG
	 	EOG Resources, Inc.
	BP

	 	BP plc
	 	XOM
	 	Exxon Mobil Corporation
	CNQ

	 	Canadian Natural

Resources Ltd.
	 	HES
	 	Hess Corporation
	CHK

	 	Chesapeake Energy

Corporation
	 	MRO
	 	Marathon Oil Corporation
	CVX

	 	Chevron Corporation
	 	MUR
	 	Murphy Oil Corporation
	COP

	 	ConocoPhillips
Company
	 	NBL
	 	Noble Energy Inc.
	DVN

	 	Devon Energy

Corporation
	 	OXY
	 	Occidental Petroleum Corporation
	ECA

	 	EnCana Corporation
	 	RDS-A
	 	Royal Dutch Shell plc
	E

	 	Eni SpA
	 	TLM
	 	Talisman Energy Inc.






	 	 	 

	 

	 	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.
	 
	 	 
	Vesting:

	 	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:
	 
	 	 
	 

	 	At the close of the Performance Period — 50% vested.
	 
	 	 
	 

	 	12 months following the close of the Performance Period — an
additional 25% vested.
	 
	 	 
	 

	 	24 months following the close of the Performance Period — an
additional 25% vested.






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	 	Except as described below, cessation of employment during the Vesting
Period 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 within thirty
(30) days of the vesting date.
	 
	 	 
	 

	 	Vesting is accelerated to 100% upon a Recipient’s Involuntary
Termination or Voluntary Termination with Cause occurring on or after
a Change of Control during the Vesting 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 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 Change of Control in the
number of RSUs determined by applying the multiple under the
Performance Measure determined through the date of the Recipient’s
Involuntary Termination or Voluntary Termination with Cause (based
upon actual TSR results as of such date) 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 Change of Control
had not occurred or (2) the date that the Change of Control
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).






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	Withholding:

	 	A portion of the Stock subject to each RSU will be withheld
to cover required taxes, and the net number of shares of
Stock will be paid to the Recipient.
	 
	 	 
	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 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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Apache Corporation

2011 Performance Program Agreement




     This 2011 Performance Program Agreement (the “Agreement”) relating to a conditional grant of
Restricted Stock Units (as defined in the rules of the Apache Corporation 2007 Omnibus Equity
Compensation Plan (the “Plan”) (the “Conditional Grant”), dated as of the Grant Date set forth in
the Notice of Award under the 2011 Performance 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




     “Award Notice” means the separate notice given to each Recipient specifying the Target
Amount 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.



     “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 Value shall be
determined as of the immediately preceding date on which there were Stock transactions.



     “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 Measure 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 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.



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     “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 Measure” means Apache Corporation’s TSR over the Performance Period
compared to the TSR of the Company’s Peer Group over the Performance Period. 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).



     “Performance Period” means the three-year period as specified in the Award Notice.



     “Recipient” means an Eligible Person 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, except for employees who are members of the Hierarchical Union
Neuquén and the Union of Hierarchical Personnel of Private Oil and Gas for Neuquén, Rio Negro and
La Pampa, 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.



     “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 immediately prior to 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.



8









 





     “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 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 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.
	 
	 	(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 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 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 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 Measure, 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”).



9









 





     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%) on the final date 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 end of the Performance Period (subject to the Committee’s confirmation) and
not later than March 15 of the year following the year in which the RSUs vest.



     (b) The entitlement to receive the remaining number of shares of Stock pursuant to the RSUs
comprising the Final Amount shall vest and become transferable twenty-five percent (25%) twelve
months from the close of the Performance Period and an additional twenty-five percent (25%)
twenty-four months from the close of the Performance Period, provided that the Recipient remains
employed as an Eligible Person on each 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.



     3. Termination of Employment, Death, or Disability 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 (defined for purposes of this Agreement as the Recipient’s total and permanent disability
as determined by the Company), 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 estate.



     4. Termination of Employment, Death or Disability on or 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 Target 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 (including 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 on the date the Recipient becomes Disabled (defined for
purposes of this Agreement as the Recipient’s total and permanent disability as determined by the
Company) while employed by the Company. Payment shall occur as soon as



10









 




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 estate.




     5. Change of Control.



     (a) In the event of the Recipient’s Involuntary Termination or Voluntary Termination with
Cause which occurs (i) on or after a Change of Control of the Company and (ii) on or 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 Change of Control
in the number of RSUs determined by applying the multiple under the Performance Measure determined
through the date of the Recipient’s Involuntary Termination or Voluntary Termination with Cause
(based upon actual TSR results as of such date) to the Target Amount. Subject to Section 12.1(d)
of the Plan, 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 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 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
12.1(d) of the Plan, payment shall occur within thirty (30) days of the Change of Control.



     6. Payment and Tax Withholding. Upon receipt of any entitlement to Stock under this
Agreement, 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. 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.



     7. 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.



     8. 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









 





     9. 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.



     10. 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,
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.



     11. 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.



12









 





     (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.



     12. 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.



     13. 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.



     14. 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.



     15. 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



     (c) providing information to future purchasers of the Company or the business in which the
Recipient works.



*****





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