apa2021exhibit1041






Exhibit 10.41  1  SCHEDULE A  APA Corporation  Restricted Stock Unit Award Agreement       GRANT NOTICE  Recipient Name:  [Name]  Company:    APA Corporation  Notice:  A summary of the terms of your grant of Restricted Stock Units  (“RSUs”) is set out in this notice (the “Grant Notice”) but subject  always to the terms of the APA Corporation 2016 Omnibus  Compensation Plan (the “Plan”) and the Restricted Stock Unit  Award Agreement (the “Agreement”).  In the event of any  inconsistency between the terms of this Grant Notice, the terms of  the Plan and the Agreement, the terms of the Plan and the Agreement  shall prevail. The Grant is a Cash-Based Award under Section 10 of  the Plan and is subject to the provisions of the Plan governing RSUs.  You have been awarded a grant of Altus Midstream Company RSUs  in accordance with the terms of the Plan and the Agreement.  Details of the RSUs which you are entitled to receive is provided to  you in this Grant Notice and maintained on your account at  netbenefits.fidelity.com.  Type of Award:  Restricted Stock Unit(s)  Restricted Stock Unit:  A Restricted Stock Unit (“RSU”) under this Agreement means the  right granted to the Recipient to receive the cash equivalent of one  share of Stock (as defined below) for each RSU at the end of the  specified Vesting Period.  Stock: The $0.0001 par value Class A common stock of Altus Midstream  Company.  Grant:  A Grant related to ______ Restricted Stock Units.  Grant Date:   [Date]  Conditions:  The Recipient may elect, at the time of the grant, to have his or her  RSUs deferred into the Deferred Delivery Plan (the “DDP”) when  the RSUs vest, in which case the Recipient will receive the value of  





 






  2  the RSUs in cash at the times specified pursuant to the DDP.  For  RSUs that are not deferred, once the RSU vests, the Recipient shall  be paid the value of his or her RSUs in cash (net of cash withheld  for applicable tax withholdings).  Vesting Period: RSUs granted shall vest (i.e., restrictions shall lapse) in accordance  with the following schedule (the “Vesting Period”), provided that  the Recipient remains employed as an Eligible Person as of such  vesting date:  First day of the month following the first anniversary of the Grant  Date – 1/3 vested.  Second anniversary of the Grant Date – an additional 1/3 vested.  Third anniversary of the Grant Date – an additional 1/3 vested.  Notwithstanding the foregoing, if the Recipient’s termination of  employment from the Company and the Affiliates occurs by reason  of his or her Retirement, the Recipient shall be deemed to continue  to be employed as an Eligible Person for purposes of this Grant and  shall continue to vest with respect to a specified percentage of RSUs  over the Vesting Period set forth above provided that the Recipient  meets the Retirement Conditions set forth in section 5 of the  Agreement.  Upon vesting (other than upon death or Disability), the applicable  amount of cash, subject to required tax withholding, shall be paid by  the Company to the Recipient within thirty (30) days of the vesting  date, unless the Recipient had elected to defer such RSUs into the  DDP, in which case the applicable amount of cash shall be paid to  the DDP on the vesting date and paid out according to the provisions  of the DDP.  Vesting is accelerated to 100% upon the Recipient’s death or  cessation of employment by reason of Disability while an Eligible  Person (or, only in the case of death, while treated as an Eligible  Person following Retirement as described above) during the Vesting  Period.  Upon vesting, the applicable amount of cash, subject to  required tax withholding, shall be paid by the Company to the  Recipient’s designated beneficiary, legal representatives, heirs, or  legatees, as applicable, in accordance with the terms of the Plan and  this Agreement.  The Recipient can name a beneficiary on a form  approved by the Committee.  Vesting is accelerated to 100% upon the Recipient’s Involuntary  Termination or Voluntary Termination with Cause occurring on or  after a Change of Control that occurs during the Vesting Period.   





 






  3  With respect to a Recipient who continues to vest following his or  her termination due to Retirement, vesting is accelerated to 100%  upon a Change of Control that occurs during the Vesting Period and  on or after such termination by reason of Retirement.  With respect  to a Recipient who terminates employment by reason of Retirement  after a Change of Control, vesting is accelerated to 100% upon the  Recipient’s termination of employment by reason of Retirement.   Unless expressly otherwise provided in the Agreement with respect  to Retirement and Change of Control, the applicable amount of cash,  subject to required tax withholding, shall be paid by the Company  to the Recipient within thirty (30) days of the vesting date, unless  the Recipient had elected to defer such RSUs into the DDP, in which  case the applicable amount of cash shall be paid to the DDP on the  vesting date and paid out according to the provisions of the DDP.    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.  Dividends: The Company will credit each of the Recipient’s RSUs with  Dividend Equivalents.  For purposes of this Grant, a Dividend  Equivalent is an amount equal to the cash dividend payable per share  of Stock multiplied by the number of shares of Stock then  underlying such outstanding RSUs.  Such amount will be credited  to a book entry account on Recipient’s behalf at the time Altus  Midstream Company pays any cash dividend on its Stock.  The  Recipient’s rights in any such Dividend Equivalents will vest at the  same time as, and only to the extent that, the underlying RSUs vest  and will be distributed at the same time in cash (subject to applicable  withholdings), and only to the extent, as the related RSUs are to be  distributed to the Recipient as provided in the Agreement and to  which such Dividend Equivalents apply.  Acceptance:  Please complete the on-line grant acceptance as promptly as  possible to accept or reject your Grant.  You can access this through  your account at netbenefits.fidelity.com.  By accepting your 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 5 and 6 of the  Agreement, and the terms and conditions of the Plan.  If you do not  accept your Grant, your RSUs will not vest and you will be unable  to receive your RSUs.  





 






  4  APA Corporation  Restricted Stock Unit Award Agreement  This Restricted Stock Unit Award Agreement (the “Agreement”) relating to a grant of  Restricted Stock Units is a Cash-Based Award under Section 10 of the APA Corporation 2016  Omnibus Compensation Plan (the “Plan”) (the “Grant”), dated as of the Grant Date set forth in the  Notice of Award under the Agreement attached as Schedule A hereto (the “Grant Notice”), and is  made between APA Corporation (together with its Affiliates, the “Company”) and each Recipient.  The Grant Notice is included in and made part of this Agreement.  In this Agreement and each Grant 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  APA Corporation, 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).  “Disability” or “Disabled” means the Recipient is unable to engage in any substantial  gainful activity by reason of any medically determinable physical or mental impairment which can  be expected to result in death or which has lasted or can be expected to last for a continuous period  of not less than 12 months. Recipient agrees that a final and binding determination of “Disability”  will be made by the Company’s representative under the Company’s group long-term disability  plan or any successor thereto or, if there is no such representative and there is a dispute as to the  determination of “Disability,” it will be decided in a court of law in Harris County, Texas.  “Grant Notice” means the separate notice given to each Recipient specifying the number  of RSUs granted to the Recipient (the “Grant”).  “Fair Market Value” means the fair market value of a share of the Stock as determined by  the Committee by the reasonable application of such reasonable valuation method, consistently  applied, as the Committee deems appropriate; provided, however, that if the Committee has not  made such determination, such fair market value shall be the per share closing price of the Stock  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; provided further, however, that 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.  “Involuntary Termination” means the termination of employment of the Recipient 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 Recipient that (i) constitutes  common-law fraud, a felony, or a 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  





 






  5  because a Recipient transfers employment from the Company to an Affiliate, from an Affiliate to  the Company, or from one Affiliate to another Affiliate.  “Payout Amount” means the vested portion of the Grant expressed as an amount of cash  equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend  Equivalents.  “Recipient” means an Eligible Person designated by the Committee at the Grant Date to  receive one or more Grants 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 attaining (i) age 55 and (ii) a  certain combination of age and Years of Service set forth in the Matrix in Exhibit “A” attached  hereto.  “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, plus any months required to be recognized  under an appropriate acquisition agreement, divided by 12.  “Voluntary Termination with Cause” occurs upon a Recipient’s separation from service of  his or her 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 or her 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  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 Recipient  retains authority.  (e) There is a material change in the geographic location at which the Recipient  must perform his or her service, including, for example the assignment of  the Recipient 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 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 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),  





 






  6  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 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. Grant of RSUs.  Subject to the provisions of this Agreement and the provisions of  the Plan and Grant Notice, the Company shall grant to the Recipient, pursuant to the Plan, a right  to receive the number of RSUs set forth in the Recipient’s Grant Notice.  The Grant shall give the  Recipient the right, upon vesting, to receive an amount in cash equal to the Fair Market Value of  an equal number of shares of $0.0001 par value Class A common stock of Altus Midstream  Company (“Stock”) to that of the number of RSUs set forth in the Recipient’s Grant Notice.  At  the time of the Grant, the Recipient may elect to defer all or any portion of the RSUs in the Deferred  Delivery Plan (the “DDP”).  2. Vesting and Payment of Cash.  Subject to the provisions of sections 3 and 4 of this  Agreement, the entitlement to receive an amount of cash equal to the Fair Market Value of the  number of shares of Stock pursuant to the RSUs comprising the Grant Amount shall vest in  accordance with the schedule set forth in the Grant Notice (the “Vesting Period”); provided that  the Recipient remains employed as an Eligible Person on such applicable vesting dates.  Unless  the Recipient elected to defer the RSU into the DDP, such cash, subject to applicable withholding,  shall be paid by the Company to the Recipient within thirty (30) days of the vesting date (other  than upon death or Disability).  To the extent that the Recipient elected to defer the RSUs into the  DDP and sections 3 and 4 do not apply, when the RSUs vest, an amount of cash equal to the Fair  Market Value of the number of shares of Stock that have vested pursuant to the RSUs comprising  the Grant Amount shall be paid to the DDP and paid thereafter to the Recipient as specified under  the terms of the DDP.  3. Termination of Employment, Retirement, Death, or Disability.  Except as set forth  below in this section 3 and in section 4 of this Agreement, each Grant shall be subject to the  condition that the Recipient has remained an Eligible Person from the award of the 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 RSUs granted to the Recipient pursuant to the Grant Notice not  previously vested shall thereafter be void and forfeited for all purposes.  (b) If the Recipient leaves the employment of the Company by reason of Retirement,  the RSUs granted to the Recipient pursuant to the Grant Notice not previously vested shall continue  to vest following the Recipient’s termination of employment by reason of Retirement 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 5 below (except in the case of death) and only with respect to the specified  





 






  7  percentage of such unvested RSUs set forth in Exhibit “A” for a certain combination of age and  Years of Service attained by the Recipient as of the Recipient’s Retirement under the Matrix set  forth in Exhibit “A”.  (c) A Recipient shall become 100% vested in all RSUs under the Grant Notice on the  date the Recipient dies while employed by the Company regardless whether Recipient has accepted  the Grant, or on the date the Recipient is no longer employed by the Company by reason of  Disability, or, only in the case of death, while continuing to vest pursuant to section 3(b) of this  Agreement.  Payment shall be made as soon as administratively practicable, but in no event (i) in  the case of death, shall the payment occur later than the last day of the calendar year following the  calendar year in which such death occurs or (ii) in the case of cessation of employment by reason  of Disability, shall the payment occur later than thirty (30) days following the date the Recipient  is determined to be Disabled and is no longer employed by the Company.  If clause (ii) is  applicable and the period from the date on which the Recipient is determined to be Disabled and  is no longer employed by the Company to the date under clause (ii) spans two consecutive calendar  years, payment shall be made in the second calendar year of such consecutive calendar years.  Such  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. Change of Control.  Pursuant to Section 13.1(c)(iii) and (d) of the Plan, the  following provisions of this section 4 of the Agreement shall supersede Sections 13.1(a), (b) and  (c) of the Plan.  Without any further action by the Committee or the Board, in the event of a  Recipient’s Involuntary Termination or Voluntary Termination with Cause occurring on or after a  Change of Control during the Vesting Period, the Recipient shall become 100% fully vested in the  unvested RSUs granted to the Recipient pursuant to the Grant Notice as of the date of his or her  Involuntary Termination or Voluntary Termination with Cause. Subject to section 11(b) of this  Agreement, payment shall occur within thirty (30) days following the date of such Involuntary  Termination or Voluntary Termination with Cause, subject to required tax withholding. Further,  in the event of a Change of Control following the Recipient’s termination of employment by reason  of Retirement while the Recipient is continuing to vest in the RSUs pursuant to section 3(b) of this  Agreement, the Recipient shall become 100% fully vested in the unvested RSUs granted to the  Recipient pursuant to the Grant Notice as of the date of the Change of Control (including those  excluded by the specified percentage set forth in Exhibit “A”). Subject to section 11(b) of this  Agreement, the Recipient, if the Recipient terminates employment on account of Retirement prior  to the occurrence of a Change of Control, shall receive payment with respect to 100% of the fully  vested RSUs within thirty (30) days of the date of a 409A Change of Control, or if the Change of  Control is not a 409A Change of Control, on the remaining vesting dates during the Vesting Period  in the amount of 1/3 (on each of the remaining vesting dates) of the RSUs awarded as of the Grant  Date, subject to required tax withholding.  Further still, in the event of a Change of Control prior  to the Recipient’s termination of employment by reason of Retirement during the Vesting Period,  the Recipient shall become 100% fully vested in the unvested RSUs granted to the Recipient  pursuant to the Grant Notice as of the date the Recipient terminates employment by reason of  Retirement (including those excluded by the specified percentage set forth in Exhibit “A”).  For  the purpose of vesting as set forth in the prior sentence, a Recipient’s Involuntary Termination or  Voluntary Termination with Cause after a Change of Control shall be deemed a termination by  reason of Retirement.  Subject to section 11(b) of this Agreement, the Recipient, who terminates  





 






  8  employment by reason of Retirement after a Change of Control, shall receive payment with respect  to 100% of the fully vested RSUs on the remaining vesting dates during the Vesting Period in the  amount of 1/3 (on each of the remaining vesting dates) of the RSUs awarded as of the Grant Date,  subject to required tax withholding.  5. Conditions to Post-Retirement Vesting.  If the Recipient has attained age 55 and a  certain combination of age and Years of Service set forth in the Matrix in Exhibit “A” attached  hereto and 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 5(a) and sections 5(b) and 5(c), such  Recipient shall continue to vest in the specified percentage of unvested RSUs set forth in Exhibit  “A”, for the combination of age and Years of Service attained by such Recipient as of his or her  Retirement under the Matrix set forth in Exhibit “A”, 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 prior to such termination date in an amount  of time which allows the Recipient to provide the written notice as follows and the Recipient has  provided advance written notice not before three (3) months following the Grant Date and not less  than the number of months prior to such termination date as set forth in the Schedule below to  APA Corporation’s 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 55 and attained the necessary combination of  age and Years of Service under the Matrix set forth in Exhibit “A” for Retirement need not provide  such 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:   Age  Advance Written Notice  65 or older  3 months  between (and including) 55 and 64  6 months    ; and it is further agreed that  (b) in consideration for the continued vesting treatment afforded to the Recipient under  section 5(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 wherever from time  to time conducted throughout the world (a “Competitive Business”) and Recipient shall provide to  the Company, upon Company’s request, (x) a written certification, in a form provided by or  satisfactory to the Company, as to Recipient’s compliance with the forgoing conditions and/or (y)  his/her U.S. Individual Income Tax Return for any return filed by the Recipient which relates to  any time during the Continued Vesting Period to allow the Company to verify that Recipient has  complied with the foregoing conditions; provided, that the Recipient may purchase and hold for  investment purposes less than five percent (5%) of the shares of any Competitive Business whose  





 






  9  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 of any Competitive  Business whose shares are regularly traded on a national securities exchange or inter-dealer  quotation system if, during the Continued Vesting Period, (i) the Recipient only attends board and  board committee meetings, votes on recommendations of management, and discharges his/her  fiduciary obligations under the law and (ii) the Recipient is not involved in, and does not advise  or consult on, the marketing, government relations, customer relations, or 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 5(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 5 of the Agreement, (i) in the event that  the Recipient fails to satisfy any of the conditions set forth in sections 5(a), (b) and (c) above, the  Recipient shall not be entitled to vest in any unvested RSUs after the date of Retirement and the  unvested RSUs subject to this Agreement shall be forfeited and (ii) the Recipient shall not have  any right to continue to vest upon Retirement in any future awards granted under the Plan once the  Recipient provides the notice of Retirement as set forth in section 5(a) above.   6. Prohibited Activity.  In consideration for this Grant and except as permitted under  section 5(b) above, 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 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.  





 






  10    7. Payment and Tax Withholding.  Upon receipt of any entitlement to cash under this  Agreement and, if applicable, upon the Recipient’s attainment of eligibility to terminate  employment by reason of Retirement pursuant to section 3(b), the Recipient shall make appropriate  arrangements with the Company to provide for the amount of minimum tax and social security  withholding, if any, 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.  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, cash shall be withheld by the Company to satisfy applicable tax withholding  requirements rather than paid directly to the Recipient.  8. Non-Transferability of Grant.  A Grant shall not be transferable otherwise than by  testamentary will or the laws of descent and distribution, or in accordance with a valid beneficiary  designation on a form approved by the Committee, subject to the conditions and exceptions set  forth in Section 15.2 of the Plan.  9. No Right to Continued Employment.  Neither the RSUs or the cash payment  pursuant to a 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 cash pursuant to a 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 Grant, or acquiring RSUs or cash pursuant  to the Grant hereunder.  10. The Plan.  In consideration for this 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.  The Grant is a Cash-Based Award under Section  10 of the Plan and is subject to the provisions of the Plan governing RSUs.  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 Grant and any obligation of the Company to deliver RSUs and cash 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  





 






  11  regulatory agency or body which the Committee shall, in its discretion, determine to be necessary  or applicable.  (b) This 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 RSU 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 provisions to the contrary herein,  payments made with respect to this 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 11.1 of the Plan.  Recipient shall not have any right to determine a date of  payment of any amount under this Agreement. 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. If the Grant and this Agreement is  subject to Section 409A of the Code and the rules and regulations issued thereunder, then the  vesting date shall be the “designated payment date” or “specified date” under Treasury Regulation  1.409A-3(d).  12. Notices.  Unless otherwise provided in this Agreement, 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 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 the Recipient’s 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 make further Grants to  any Recipient under the Plan.  The Recipient hereby acknowledges that if the Recipient ceases to  be an employee of the Company or any Affiliate for any reason or no reason, the Recipient 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  





 






  12  by the Recipient 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.    16. 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.  *****     





 






  13  Exhibit “A”