"separation from service" shall occur only if both Apache and the
Employee expect the Participant's level of services to permanently drop by more
than half), settlement of the Severance Pay or Severance Benefits shall be
delayed for a period of six months after the Employee's termination of
employment if the Employee is a "specified employee" as defined under Code
Section 409A(a)(2)(B)(i) and if so required pursuant to Section 409A of the
Code. If settlement of the Severance Pay or Severance Benefits is delayed, the
Severance Pay or Severance Benefits shall be settled on the first day of the
first calendar month following the end of the six-month delay period, or later,
if so provided under the terms of this agreement. If the Employee dies during
the six-month delay, the Severance Pay and Severance Benefits shall be settled
and paid to the Employee's designated beneficiary, legal representatives, heirs
or legatees, as applicable, as soon as practicable after the date of death, or
such later date as is provided under the terms of this agreement. This agreement
may be amended without the consent of the Employee in any respect deemed by
Apache to be necessary in order to preserve compliance with Section 409A of the
Code.
EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT IS A FINAL AND BINDING WAIVER OF ANY
AND ALL CLAIMS OF EMPLOYEE AGAINST THE RELEASED PARTIES, INCLUDING CLAIMS FOR
AGE DISCRIMINATION UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND CLAIMS FOR
SEX, RACE OR OTHER DISCRIMINATION UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF
1964.
THE ONLY PROMISES MADE TO CAUSE EMPLOYEE TO SIGN THIS AGREEMENT ARE THOSE STATED
IN THIS AGREEMENT.
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS BEEN INFORMED BY APACHE TO CONSULT WITH
HIS/HER OWN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.
EMPLOYEE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY EMPLOYEE'S
ATTORNEY OR THAT EMPLOYEE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO
APACHE'S RECOMMENDATION.
EMPLOYEE HAS BEEN ADVISED AND UNDERSTANDS THAT THE OFFER OF SEVERANCE PAY AND
SEVERANCE BENEFITS CONTAINED IN THIS AGREEMENT SHALL REMAIN OPEN ONLY UNTIL
MARCH 5, 2014. IF EMPLOYEE HAS NOT FULLY EXECUTED AND RETURNED THIS AGREEMENT BY
THAT DATE, THE OFFER HEREIN OF SEVERANCE PAY AND SEVERANCE BENEFITS IS
AUTOMATICALLY WITHDRAWN WITHOUT FURTHER ACTION BY APACHE EFFECTIVE AS OF SUCH
DATE.
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS THE RIGHT TO REVOKE THIS AGREEMENT FOR 7
DAYS AFTER SIGNING IT. THIS AGREEMENT WILL NOT BE EFFECTIVE UNTIL THAT TIME FOR
REVOCATION HAS PASSED.
-7-
EMPLOYEE REPRESENTS THAT HE/SHE HAS CAREFULLY READ AND FULLY UNDERSTANDS THIS
AGREEMENT AND THAT HE/SHE HAS ENTERED INTO AND EXECUTED THIS AGREEMENT KNOWINGLY
AND WITHOUT DURESS OR COERCION FROM APACHE OR ANY OTHER PERSON OR SOURCE.
EMPLOYEE
APACHE CORPORATION /s/ Roger B.
Plank
/s/ Margery M. Harris
Roger B. Plank
Margery M. Harris
Executive Vice President, Human Resources STATE OF Baja California Sur Mexico
§
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COUNTY OF Los Cabos
§
The foregoing Employee Release and Settlement Agreement was acknowledged before
me this 21 day of March, 2014,