EX-10.5


 Exhibit 10.5 

Apache Corporation 

Amendment of Restricted Stock Unit Awards 
  

			
	Recipient Name:	  	Roger B. Plank
		
	Company:	  	Apache Corporation
		
	Amendment:	  	This is a summary of the amendment of the terms of your grant(s) of Restricted Stock Units (“RSUs”) under certain prior notices (the “Grant Notices”) subject to the terms of the Apache Corporation 2011 Omnibus
Equity Compensation Plan (the “Plan”) and the Restricted Stock Unit Award Agreements (the “Agreements”).
		
		  	You were previously awarded Apache Corporation RSUs in accordance with the terms of the Plan and the Agreements. In connection with your separation from service with the Company effective March 31, 2014 (the "Separation Date") and
the terms of the separation agreement between you and the Company dated February 11, 2014 (the "Separation Agreement"), and solely for purposes of vesting of your outstanding RSUs determined as of the Separation Date under the Plan, upon your
acceptance of this Amendment, the Company agrees that such outstanding RSUs will vest at such times and in such manner as if you continued employment with the Company after your Separation Date, provided that such vesting shall occur at such times
solely if you are then in compliance with the provisions of the Separation Agreement. Notwithstanding the foregoing, you shall not be treated as continuing employment with the Company after the Separation Date for purposes of the Change of Control
provisions of the Plan and the Agreements.
		
	Affected Awards:	  	All outstanding Restricted Stock Unit(s) under the Plan as of the Separation Date
		
	Plan:	  	Apache Corporation 2011 Omnibus Equity Compensation Plan
		
	Acceptance:	  	Please indicate your acceptance of this Amendment by executing the attached Amendment and returning it to Margery 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 Plan. 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 of your RSUs, you will be treated as terminating from employment with the Company on the Separation Date.


  
 1 







 Apache Corporation 

Amendment to Restricted Stock Unit Award Agreements 

This Amendment to the Restricted Stock Unit Award Agreements is entered into in connection with the Recipient's separation from service with
Apache Corporation (together with its Affiliates, the "Company") effective March 31, 2014 (the "Separation Date") and the terms of the separation agreement between the Recipient and the Company dated February 11, 2014 (the "Separation
Agreement") and governs all outstanding RSUs under the Plan and the Agreements, determined as of the Separation Date, between the Company and the Recipient. 
  

	 	1.	Section 3 of each of the Agreements is hereby amended to add a new paragraph at the end thereof, which shall read as follows: 


Separation Agreement. Notwithstanding the provisions of Section 3 of any Agreement or the provisions of the Grant Notices or the
Plan to the contrary, solely for purposes of vesting of the RSUs, the Recipient's employment shall be deemed to continue with the Company following the Separation Date provided that the Recipient remains in compliance with the provisions of the
Separation Agreement. The Recipient shall immediately notify the Company of any future change in address or other contact information. 
  

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


Separation Agreement. Notwithstanding the provisions of Section 3 of any Agreement or the provisions of the Grant Notices or the
Plan to the contrary, the Recipient shall not be treated as continuing in employment with the Company following the Separation Date for purposes of this Section 4 or any Change of Control provisions, or 409A Change of Control provisions, of the
Award Notice or the Plan. 
  

	 	3.	The remaining terms of the Agreements and the Plan shall continue in full force and effect. 

  

	 	4.	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. 

  

	 	5.	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. 


  
 2 







 IN WITNESS HEREOF, the parties have caused this Amendment to be executed, agreed and accepted, effective
as of February 13, 2014. 
  

											
	APACHE CORPORATION	 		 	ROGER B. PLANK	 	
						
	By:	 	 /s/ Margery M. Harris
	 		 	By:	 	 /s/ Roger B. Plank
	 	
		 	Margery M. Harris	 		 		 	Roger B. Plank	 	
		 	Executive Vice President, Human Resources	 		 		 		 	
					
	ATTEST:	 		 		 		 	
					
	 /s/ Cheri L. Peper
	 		 		 		 	
	 Cheri L. Peper
 Corporate
Secretary
	 		 		 		 	


  
 3