EX-10.3


 Exhibit 10.3 

Apache Corporation 

Amendment of Stock Option Grants 
  

			
	Participant Name:	  	Michael S. Bahorich (“Participant,” “Employee’ “you” or “your”)
		
	Company:	  	Apache Corporation
		
	Amendment:	  	This is a summary of the amendment of the terms of your previous grants of Non-Qualified Stock Options to purchase Shares (“Stock Options”) under certain prior notices (the “Grant Notices”) subject to the
terms of the Apache Corporation 2011 Omnibus Equity Compensation Plan, as amended (the “Plan”) 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 Plan and the related Stock Option Award Agreements. In connection with your release from service with the Company effective
June 30, 2015 (the “Termination Date”) and the terms of the release and settlement agreement between you and the Company (the “Release Agreement”), for purposes of continued vesting of the prorated portion of your unvested
Stock Options and continued exercisability of your vested Stock Options under the Plan determined as of the Termination Date, upon your acceptance of this Amendment, the Company agrees that the prorated portion of your unvested Stock Options will
continue to vest according to their original schedules and any agreed amendments to said equity plan and award agreements as if you continued employment with the Company after your Termination Date, provided that such vesting shall occur at such
times solely if you are then in compliance with the provisions of the Release Agreement. For the avoidance of doubt, you shall not be treated as continuing employment with the Company after the Termination Date for purposes of the Change of Control
provisions of the Plan and the Agreements. 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 Employee Release and Settlement Agreement between Employee and Apache Corporation.
		
	Affected Awards:	  	Prorated portion of your unvested Stock Options as set forth in Annex I and all vested Stock Options under the Plan as of the Termination Date
		
	Plans:	  	Apache Corporation 2011 Omnibus Equity Compensation Plan, as amended
		
	Expiration Date:	  	Your Stock Options will remain subject to expiration ten years from the original Grant Date for each such Stock 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 continued vesting of the prorated portion of your unvested Stock Options and continued exercisability of your vested Stock Options, you be
treated as terminating with the Company on the Termination 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 release from service with Apache Corporation
(together with its Affiliates, the “Company”) effective June 30, 2015 (the “Termination Date”) and the terms of the release and settlement agreement between the Participant and the Company (the “Release Agreement”)
and governs all outstanding Stock Options under the Plan and the Agreements, determined as of the Termination 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: 


Release 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 continued vesting of the prorated portion of unvested Stock Options and continued exercisability of vested Stock Options, the Participant’s employment shall be deemed to continue with the Company
following the Termination Date provided that the Participant remains in compliance with the provisions of the Release 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 Termination 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 Employee Release and Settlement
Agreement between Employee and Apache Corporation. 
  

	 	2.	The remaining terms of the Agreements and the Plan shall continue in full force and effect except as provided in the controlling Apache Corporation Employee Release and Settlement 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 June 30, 2015. 
  

									
	APACHE CORPORATION	  		  	MICHAEL S. BAHORICH, PARTICIPANT
					
	By:	 	 /s/ Margery M. Harris
	  		  	By:	 	 /s/ Michael S. Bahorich

		 	Margery M. Harris	  		  		 	Michael S. Bahorich
		 	Executive Vice President,	  		  		 	
		 	Human Resources	  		  		 	

  

	
	ATTEST:
	
	 /s/ Cheri L. Peper

	Cheri L. Peper
	Corporate Secretary


  
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 Apache Corporation 

Prorated Portion of Unvested Stock Options 

Annex I 
  

																									
	
Non-Qualified Stock Option Grants (SOs)
	 
	 Grant
	  	Grant
Date	 	  	Last Vesting
Date	 	  	Next Vesting
Date	 	  	Prorated
Portion of
Award1	 	 	Next Tranche of
Awards Vesting	 	  	Prorated Award
Based on Days	 
	 2012 SOP
	  	 	05/22/12	  	  	 	05/22/15	  	  	 	05/22/16	  	  	 	11	% 	 	 	4,565	  	  	 	486	  
	 2013 SOP
	  	 	05/16/13	  	  	 	05/16/15	  	  	 	05/16/16	  	  	 	12	% 	 	 	8,527	  	  	 	1,048	  
		  				  				  				  				 	  
	  
	 	  	  
	  
	 
	 Subtotal:
	  				  				  				  				 	 	13,092	  	  	 	1,534	  
		  				  				  				  				 	  
	  
	 	  	  
	  
	 

  

	1	Represents the portion of the vesting period worked since the most recent vesting date.