exv10w1






Exhibit 10.1




Apache Corporation

First Amendment to 2010 Performance Program Award Notice and Agreement




Recipient Name: [            ]



Grant Date: January 15, 2010



Grant: A Conditional Grant related to                      Restricted Stock Units



WHEREAS, Apache Corporation has granted you a Conditional Grant of Restricted Stock Units under the
2010 Performance Program and the Apache Corporation 2007 Omnibus Equity Compensation Plan pursuant
to your 2010 Performance Program Award Notice and Agreement (the “Grant Agreement”); and



WHEREAS, Apache and you desire to amend the Grant Agreement as provided herein;



NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable
consideration, receipt of which is hereby acknowledged, the Recipient and Apache hereby consent and
agree as follows:





	 	1.	 	Defined Terms: All capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Grant Agreement, as amended by this First
Amendment.
	 
	 	2.	 	The definition of Performance Measure in the Award Notice is hereby amended by
adding the following at the end thereof:
	 
	 	 	 	“Notwithstanding the above, in the event that Apache Corporation’s TSR is negative for the
Performance Period and the Company’s TSR rank amongst the Peer Group companies for the
Performance Period is from one (1) to seven (7), the Multiple of Target Amount shall be
limited to 1.00.”
	 
	 	3.	 	Section 1 of the 2010 Performance Program Agreement is hereby deleted in its
entirety and substituted therefor with the following:
	 
	 	 	 	“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, provided,
however, in the event that the Company’s TSR for the Performance Period is negative
and Company’s Performance Measure ranking is from one (1) to seven (7), Grantee
shall receive a Final Amount at the end of the Performance Period that is equal to
the Target Amount of RSUs multiplied by 1.00. 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”).”










 









 










Executed this May 5, 2010, effective for all purposes as provided above.




	 	 	 	 	 	 	 

	 	 	Apache Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Recipient	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name: [            
                     
    ]