EX-10.63



 Exhibit 10.63 

Apache Corporation 

Amendment of Stock Option Grants 
  

			
	Participant Name:		G. Steven Farris (“Participant,” “Employee” “you” or “your”)
		
	Company:		Apache Corporation
		
	Amendment:		This is a summary of the amendment of the terms of your previous grants of Stock Options to purchase Shares (“Options”) under certain prior notices (the “Grant Notices”) subject to the terms of the Apache
Corporation 2007 Omnibus Equity Compensation Plan, as amended and the Apache Corporation 2011 Omnibus Equity Compensation Plan, as amended (the “Plans”) and the related Stock Option Award Agreements (the “Agreements”).
		
			You were previously granted Stock Options to purchase Shares in accordance with the terms of the Plans and the related Stock Option Award Agreements. In connection with your retirement from service with the Company effective
January 20, 2015 (the “Retirement Date”) and the terms of the retirement agreement between you and the Company (the “Retirement Agreement”), for purposes of vesting and exercisability of your outstanding Options determined as of
the Retirement Date under the Plans, upon your acceptance of this Amendment, the Company agrees that such outstanding Options will continue to vest according to their original schedules and any agreed amendments to said equity plans and award
agreements as if you continued employment with the Company after your Retirement Date, provided that such vesting shall occur at such times solely if you are then in compliance with the provisions of the Retirement Agreement. For the avoidance of
doubt, you shall not be treated as continuing employment with the Company after the Retirement Date for purposes of the Change of Control provisions of the Plans and the Agreements. Employee’s exclusion from receiving the benefits of the Change
of Control provisions of the Plans and Agreements shall not diminish nor terminate the other rights and benefits provided to Employee regarding stock options under the Apache Corporation Executive Retirement Agreement between Employee and Apache
Corporation.
		
	Affected Awards:		All outstanding Non-Qualified Stock Options under the Plans as of the Retirement Date
		
	Plans:		Apache Corporation 2007 Omnibus Equity Compensation Plan, as amended
		
			Apache Corporation 2011 Omnibus Equity Compensation Plan, as amended
		
	Expiration Date:		Your Options will remain subject to expiration ten years from the original Grant Date for each such Option.


  
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	Acceptance:		Please indicate your acceptance of this Amendment by executing the attached Amendment and returning it to Margie M. Harris. Upon acceptance of this Amendment you will be able to continue to access your account at
netbenefits.fidelity.com. By accepting this Amendment, you will have agreed to the terms and conditions set forth in the Amendment and the terms and conditions of the Plans. You also agree to immediately notify Apache Corporation of any future
change in your address or other contact information. If you do not accept this Amendment, for purposes of vesting and exercisability of your Options, you be treated as terminating with the Company on the Retirement Date.


  
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 Apache Corporation 

Amendment to Stock Option Award Agreements 

This Amendment to the Stock Option Award Agreements is entered into in connection with the Participant’s retirement from service with
Apache Corporation (together with its Affiliates, the “Company”) effective January 20, 2015 (the “Retirement Date”) and the terms of the retirement agreement between the Participant and the Company (the “Retirement
Agreement”) and governs all outstanding Options under the Plans and the Agreements, determined as of the Retirement Date, between the Company and the Participant. 
  

	 	1.	Section 4 of each of the Agreements is hereby amended to add a new paragraph at the end thereof, which shall read as follows: 


Retirement Agreement. Notwithstanding the provisions of Section 4 of any Agreement or the provisions of the Grant Notices
or the Plan to the contrary, for purposes of the Options, the Participant’s employment shall be deemed to continue with the company following the Retirement Date provided that the Participant remains in compliance with the provisions of the
Retirement Agreement. The Participant shall immediately notify the Company of any future change in address or other contact information. The Participant shall not be treated as continuing in employment with the Company following the Retirement Date
for purposes of the Change of Control provisions of this Agreement, the Grant Notice and the Plan. Employee’s exclusion from receiving the benefits of the Change of Control provisions of the Plan and Agreements shall not diminish nor terminate
the other rights and benefits provided to Employee regarding Stock Options under the Apache Corporation Executive Retirement Agreement between Employee and Apache Corporation. 

 

	 	2.	The remaining terms of the Agreements and the Plans shall continue in full force and effect except as provided in the controlling Apache Corporation Executive Retirement Agreement between Recipient/Employee and Apache
Corporation. 

  

	 	3.	This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. 

  

	 	4.	If any provision of this Amendment is held invalid or unenforceable, the remainder of this Amendment 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. 


  
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 IN WITNESS HEREOF the parties have caused this Amendment to be executed, agreed and accepted, effective as
of January 20, 2015. 
  

									
	APACHE CORPORATION				G. STEVEN FARRIS
					
	By:		 /s/ Margery M. Harris
				By:		 /s/ G. Steven Farris

			Margery M. Harris						G. Steven Farris
			Executive Vice President,						
			Human Resources						

  

	
	ATTEST:
	
	/s/ Cheri L. Peper
	Cheri L. Peper
	Corporate Secretary


  
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