exv10w2






Exhibit 10.2




APACHE CORPORATION

EMPLOYEE RESIGNATION AGREEMENT




     The parties to this agreement are APACHE CORPORATION (“Apache”) and John A. Crum (“Employee”).



     This document describes the agreements of Apache and Employee concerning the termination of
Employee’s employment with Apache. This agreement, and the payments and other arrangements
described below, give valuable consideration to both Apache and Employee.


Employment Relationship: Apache and Employee have agreed to the following terms and
conditions concerning Employee’s resignation from Apache.



Employee’s last day of work will be March 7, 2011 (“Resignation date”)



Payments: Apache has agreed to make the following provisions for Employee:




     1. Separation remuneration in the aggregate amount of 9,375 unvested restricted stock units
(RSU) of Apache, which were granted to Employee on or about February 12, 2009. These shares will
vest and be delivered to Employee under the following schedule: 3,125 RSUs due on February 12,
2012; 3,125 RSUs due on February 13, 2013; and 3,125 RSUs due on February 14, 2014. These vestings
are contingent on Employee’s written acceptance of this agreement and Employee’s performance of his
obligations as described in this agreement. Employee’s failure to abide with the obligations
contained in this agreement will result in the voiding of any remaining vesting obligations on the
part of Apache as well as the repayment by employee of any shares delivered to Employee pursuant to
the terms of this clause.



     2. All remuneration described above shall be subject to lawful deductions and withholding for
taxes and benefits.



     3. Lastly, and although not in dispute, Employee acknowledges that by virtue of his
resignation from Apache, Employee shall forgo any rights or interest he may have had in the
remaining 28,125 unvested RSUs of Apache granted to Employee on or about February 12, 2009.


Employee Acknowledgment: Employee acknowledges that the separation pay described herein
are consideration over and above that to which Employee would be entitled to and are paid in
consideration for this agreement including, but not limited to, Employee’s nonsolicitation
promises given herein.



Release by Employee: In consideration of this arrangement stated above, Employee releases
and waives all claims for loss, damage or injury arising from or relating to the following
(“Claims”):





	 	•	 	the employment of Employee by Apache including the termination of employment;
	 
	 	•	 	employment discrimination in violation of the Age Discrimination in Employment
Act;




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	 	•	 	employment discrimination in violation of Title VII of the Civil Rights Act of
1964;
	 
	 	•	 	other violations of federal, state or local statutes, ordinances, regulations,
rules, decisions or laws;
	 
	 	•	 	retaliation under the whistleblower provisions of Section 806 of the Sarbanes
Oxley Act of 2002 or any other anti-retaliation law;
	 
	 	•	 	failure to act in good faith and deal fairly;
	 
	 	•	 	injuries, illness or disabilities of Employee;
	 
	 	•	 	exposure of Employee to toxic or hazardous materials;
	 
	 	•	 	stress, anxiety or mental anguish;
	 
	 	•	 	discrimination on the basis of sex, race, religion, national origin or another
basis;
	 
	 	•	 	sexual harassment;
	 
	 	•	 	defamation based on statements of Employee or others;
	 
	 	•	 	breach of an express or implied employment contract;
	 
	 	•	 	compensation or reimbursement of Employee;
	 
	 	•	 	unfair employment practices; and
	 
	 	•	 	any act or omission by or on behalf of Apache.




Claims Included: The Claims released and waived by Employee are those arising before the
date of this agreement, whether known, suspected, unknown or unsuspected, and include:





	 	•	 	those for reinstatement;
	 
	 	•	 	those for actual, consequential, punitive or special damages;
	 
	 	•	 	those for attorney’s fees, costs, experts’ fees and other expenses of
investigating, litigating or settling Claims; and
	 
	 	•	 	those against Apache and/or Apache’s subsidiaries, affiliates, employees,
officers, directors, agents and contractors.




Claims Excluded: Employee does not release or waive (1) any rights that may not by law be
waived, (2) vested benefits, if any, to which Employee may be entitled pursuant to the terms of
Apache’s benefits plans, (3) Employee’s right to recovery under health, life or disability policies
in covering Employee, or (4) the right to recovery for breach of this Agreement by Apache.



Indemnification and Professional Insurance: Employee shall be entitled to such right of
indemnification and defense against all losses and expenses (including reasonable attorneys fees
and expenses) in connection with any claim arising out of or related to Employee’s services as an
employee or officer of Apache and its subsidiaries to the full extent of coverage permitted any
employee or officer under the terms of Apache’s bylaws or insurance plan contracts (including both
Directors and Officers insurance coverage).



Agreement Not To Sue: Employee will not sue Apache for any released Claim. Excluded from
this agreement not to sue is Employee’s right to file a charge with an administrative agency or
participate in an agency investigation. Employee is, however, waiving the right to receive money
in connection with such charge or investigation. Employee is also waiving the right to recover
money in connection with a charge filed by any other individual or by the Equal Employment
Opportunity Commission or any other federal or state agency.







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Future Employment: Apache will not have any obligation to consider or accept any future
employment or reinstatement application from Employee.



No Apache Admission: Apache does not admit any wrongdoing or liability. Apache has
executed this agreement solely to avoid the expense of potential litigation. The payments and
other arrangements described above compromise and settle any Claims of Employee.



Confidentiality: Employee will keep this agreement strictly confidential.



Confidences, Covenant Not to Disclose, Etc., Obligations: Employee agrees to fully comply
with the following confidentiality, no disparagement, and covenant not to disclose provisions:




     (a) Employee acknowledges and agrees that (i) by reason of his position with Apache, he has
been given access to trade secrets, proprietary information, designs, plans, forecasting, marketing
plans, strategies, policies and procedures, as well as other confidential materials and
information; and (ii) the foregoing constitute trade secrets and/or confidential, proprietary
information respecting the business operations of Apache. As such, Employee agrees not to, directly
or indirectly, for a period ending the earlier of two years from the date hereof or such time as
when the confidential information may become generally available in the public market through means
other than provided by Employee, disclose to any third party or use for the benefit of anyone other
than Apache, or use for Employee’s own benefit or purposes, any such confidential, proprietary
information without the prior written approval of the Company’s Chairman of the Board or Chief
Executive Officer. Employee agrees to return all documents and writings of any kind, including both
originals and copies, whether developed by Employee or others, within Employee’s custody,
possession or control, which contain any material non-public information which in any way relates
or refers to Apache or any of its subsidiaries.



     (b) Employee agrees not to make any disparaging comments about Apache, any of its
subsidiaries, or its/their officers or directors to any person inside or outside Apache, including
but not limited to, current and former employees, and current and former members of the Board of
Directors of Apache. Apache agrees to not make any disparaging comments about Employee to any
person inside or outside Apache, including but not limited to, current and former employees, and
current and former members of the Board of Directors of Apache. Violation of this Agreement will
subject the guilty party to legal action by the other. The provisions of this section shall remain
in effect for a period of two years from the date hereof.



Assistance in Legal Actions: In the event Apache is or becomes involved in any legal
action relating to events which occurred while Employee was rendering services to Apache or about
which Employee possesses any information, Employee agrees to assist, subject to Employee’s
“reasonable availability”, in the preparation, prosecution or defense of any case involving Apache,
including without limitation, executing truthful declarations or documents or providing information
requested by Apache and attending and/or testifying truthfully at deposition or at trial without
the necessity of a subpoena or compensation. All reasonable travel expenses incurred by you in
rendering such assistance will be reimbursed by Apache.


Nonsolicitation: Because of the confidential information shared with Employee and in
exchange for the payments described herein, for a period of three (3) years following the
Resignation date, Employee agrees not to directly or indirectly solicit any employee of Apache for
employment


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elsewhere (i.e., employment with any person or entity other than Apache) and agrees to
cause any company with
which Employee serves as an officer, director, or employee not to hire any individual who was
employed by Apache at anytime since January 1, 2011, and who is currently employed at the time of
the Employee’s resignation date; regardless, of whether or not such individual was directly or
indirectly solicited by Employee unless prior to such solicitation Employee has received prior
written consent of the solicitation by the head of Human Resources of Apache.



Property: Employee represents that Employee possesses no property of Apache. If any
Apache property comes into Employee’s possession before departure from Apache premises, Employee
will return the Apache property to Apache prior to departure from the Apache premises and without
request or demand by Apache.



Other Agreements: This is the entire agreement concerning the termination of Employee’s
employment with Apache and his resignation. Employee is not entitled to rely upon any other
written or oral offer or agreement from Apache.



Amendment: This agreement can be modified only by a document signed by both parties.



Successors: This agreement benefits and binds the parties’ successors.



Texas Law: This agreement will be interpreted in accordance with the laws of the State of
Texas.



Jurisdiction: Any legal proceeding arising as a result of, based upon, or relating to this
agreement, Employee’s employment or resignation, shall be heard exclusively in Houston, Texas
without regard to conflicts of law and Employee hereby irrevocably consents to the jurisdiction of
such courts.



Enforceability: If any portion of this agreement is unenforceable, the remaining portions
of the agreement will remain enforceable.







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EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT IS A FINAL AND BINDING WAIVER OF ANY CLAIMS
AGAINST APACHE, INCLUDING CLAIMS FOR AGE DISCRIMINATION UNDER THE AGE DISCRIMINATION
IN EMPLOYMENT ACT AND CLAIMS FOR SEX, RACE OR OTHER DISCRIMINATION UNDER TITLE VII
OF THE CIVIL RIGHTS ACT OF 1964.



THE ONLY PROMISES MADE TO CAUSE EMPLOYEE TO SIGN THIS AGREEMENT ARE THOSE STATED IN
THIS AGREEMENT.



EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS BEEN TOLD BY APACHE TO CONSULT WITH AN
ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.



EMPLOYEE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY EMPLOYEE’S
ATTORNEYS OR THAT EMPLOYEE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO
APACHE’S RECOMMENDATION.



EMPLOYEE HAS BEEN ADVISED THAT THE OFFER OF SEPARATION PAY AND BENEFITS CONTAINED IN
THIS AGREEMENT SHALL REMAIN OPEN UNTIL MARCH 7, 2011. IF EMPLOYEE HAS NOT
FULLY EXECUTED AND RETURNED THIS AGREEMENT BY THAT DATE, THE OFFER OF SEPARATION PAY
AND BENEFITS SHALL BE WITHDRAWN.



EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS THE RIGHT TO REVOKE THIS AGREEMENT FOR 7
DAYS AFTER SIGNING IT. THIS AGREEMENT WILL NOT BE EFFECTIVE UNTIL THAT TIME HAS
PASSED.







	 	 	 	 	 	 	 	 	 	 	 

	EMPLOYEE:	 	 	 	APACHE CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ John A. Crum

	 	 	 	BY:
	 	/s/ Margery M. Harris	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of Employee

	 	 	 	 	 	Margery M. Harris	 	 	 	 
	 

	 	 	 	 	 	Senior Vice President, Human Resources	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	John A. Crum
 


	 	  
	 	  
	 	  	 	 	 	 
	Typed or Printed Name of Employee
	 	 	 	 	 	 	 	 	 	 






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	STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF HARRIS

	 	§






          The foregoing Employee Release and Settlement Agreement were acknowledged before me this 4 day of
March, 2011, by Margery M. Harris, Senior Vice President, Human
Resources of Apache Corporation.




	 	 	 	 	 
	 	 	 
	 	/s/ Cynthia E. Smith
 	 
	 	NOTARY PUBLIC 	 
	 	 	 
	 



	 	 	 

	My
commission expires:
7/7/2013

	 	
	
	 	 






	 	 	 
	STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF HARRIS

	 	§






          The foregoing Employee Release and Settlement Agreement was acknowledged before me this 4
day of March, 2011, by John A. Crum (Employee).




	 	 	 	 	 
	 	 	 
	 	/s/ Cynthia E. Smith
 	 
	 	NOTARY PUBLIC 	 
	 	 	 
	 



	 	 	 

	My
commission expires:
7/7/2013