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EXHIBIT 10.18
Amendment
To
Apache Corporation Money Purchase Retirement Plan
Apache Corporation ("Apache") maintains the Apache Corporation Money
Purchase Retirement Plan (the "Plan"). In section 9.4 of the Plan, Apache
reserved the right to amend the Plan from time to time. Apache hereby exercises
such right by adding the following paragraph 3.1(a)(iv) to the Plan, effective
as of January 1, 1998.
(iv) Special Allocation for 1998. In addition to the
allocation provided in paragraph (ii), the two eligible Participants
who had the smallest "plan year compensation" (as defined below) in
1998 shall receive an additional allocation of Company Mandatory
Contributions equal to 3.138% of the eligible Participant's plan year
compensation in 1998. For purposes of this paragraph only, "plan year
compensation" means those amounts reported as "wages, tips, other
compensation" on Form W-2 by the Company or an Affiliated Entity and
elective contributions that are not includable in the Employee's income
pursuant to Code section 125 or 402(e)(3).
EXECUTED this 21st day of October 1999.
APACHE CORPORATION
By: /s/ Daniel L. Schaeffer
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Title: Vice President, Human Resources
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Amendment
To
Apache Corporation Money Purchase Retirement Plan
Apache Corporation ("Apache") maintains the Apache Corporation Money
Purchase Retirement Plan (the "Plan"). Apache filed the Plan with the IRS on
September 15, 1998 in order to obtain a favorable determination as to the
qualified status of the Plan. The IRS granted the Plan a favorable determination
letter dated July 23, 1999, contingent on certain amendments being made to the
Plan. In section 9.4 of the Plan, Apache reserved the right to amend the Plan
from time to time. Apache hereby exercises such right as follows, effective as
of January 1, 1997.
1. Section 1.12 shall be replaced in its entirety by the following.
1.12 "Covered Employee" means any Employee of the Company, with the
following exceptions.
(a) Any individual directly employed by an entity other than
the Company shall not be a Covered Employee, even if such individual is
considered a common-law employee of the Company or is treated as an
employee of the Company pursuant to Code section 414(n).
(b) A non-resident alien shall not be a Covered Employee.
(c) An Employee included in a unit of Employees covered by a
collective bargaining agreement shall not be a Covered Employee unless
the collective bargaining agreement specifically provides for such
Employee's participation in the Plan.
(d) An Employee whose job is classified as "temporary" shall
be a Covered Employee only after he or she has worked for the Company
and Affiliated Entities for six consecutive months.
(e) An Employee shall not be a Covered Employee while he or
she is classified as an "intern," a "consultant," or an "independent
contractor." An Employee may be classified as an "intern" only if he or
she is currently enrolled (or the Company expects him or her to be
enrolled within the next 12 months) in a high school, college, or
university. An Employee may be classified as an intern even if he or
she does not receive academic course credit from his or her school for
this employment with the Company.
(f) An individual who is employed pursuant to a written
agreement with an agency or other third party for a specific job
assignment or project shall not be a Covered Employee.
2. The last sentence of section 1.16 shall be replaced by the following
sentence.
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The term "Employee" shall also include any individual who provides
services to the Company or an Affiliated Entity pursuant to an
agreement between the Company or an Affiliated Entity and a third party
that employs the individual, but only if the individual has performed
such services for the Company or an Affiliated Entity on a
substantially full-time basis for at least one year and only if the
services are performed under the primary direction or control by the
Company or an Affiliated Entity; provided, however, that if the
individuals included as Employees pursuant to the first part of this
sentence constitute 20% or less of the Non-Highly Compensated Employees
of the Company and Affiliated Entities, then any such individuals who
are covered by a qualified plan that is a money purchase pension plan
that provides a nonintegrated employer contribution rate for each
participant of at least 10% of compensation, that provides for full and
immediate vesting, and that provides immediate participation for each
employee of the third party (other than those who perform substantially
all of their services for the third party and other than those whose
compensation from the third party during each of the four preceding
plan years was less than $1000) shall not be considered an Employee.
3. Section 1.20 shall be replaced in its entirety by the following.
1.23 "Highly Compensated Employee" means, for each Plan Year, an
Employee who (a) had Compensation of $80,000 (as adjusted by the
Secretary of the Treasury) or more during the immediately preceding
Plan Year, or (b) is a Five-Percent Owner during the current Plan Year,
or (c) was a Five-Percent Owner during the immediately preceding Plan
Year. The term "Highly Compensated Employee" shall also include, where
the context so requires, any former Employee who was a Highly
Compensated Employee when he or she separated from service with the
Company and all Affiliated Entities, as well as any former Employee who
was a Highly Compensated Employee at any time after attaining age 55.
4. Subsection 6.1(c) shall be replaced in its entirety by the following.
(c) Waiver of QPSA.
(i) General. In order for the QPSA to be waived, the
Participant must be provided with an explanation of the QPSA
and then elect to waive the QPSA (which the Participant may do
by naming a beneficiary other than his or her Spouse) and the
Spouse must consent to the Participant's election.
(ii) Spouse's Consent. The Spouse's consent must be
in writing. The Spouse's signature must be witnessed by a
Committee member of by a notary public. The Spouse must
acknowledge the effect of the consent. The Spouse may limit
his or her consent to a specific beneficiary or may allow the
Participant to thereafter
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designate a different beneficiary. The Spouse may limit his or
her consent to a specific form of benefit. (The Spouse's
consent is not needed if the Spouse cannot be located or in
certain other special circumstances identified in IRS
guidance.)
(iii) Timing of Waiver. The Participant may waive the
QPSA, or revoke the QPSA waiver, at any time; however, if the
Participant elects to waive the QPSA, with the consent of his
or her Spouse, before the first day of the Plan Year in which
the Participant attains age 35, the waiver shall become
invalid on the first day of the Plan Year in which the
Participant attains age 35.
(iv) Explanation. The Committee shall provide the
Participant with a written explanation that describes the
terms and conditions of the QPSA, the Participant's right to
choose another beneficiary, the rights of the Participant's
Spouse to insist upon a QPSA, and the Participant's right to
revoke his or her election. The written explanation must be
provided within the following time limits. If the Participant
terminates employment prior to age 35, the explanation must be
provided within the period beginning one year before and
ending one year after the termination of employment. If the
Participant terminates employment on or after age 35, the
explanation must be provided within the one of the following
periods (whichever period ends last): (i) the period beginning
on the first day of the Plan Year in which the Participant
attains age 32 and ending on the last day of the Plan Year in
which the Participant attains age 34; (ii) the period
beginning one year before, and ending one year after, the
Participant first becomes eligible to participate in the Plan;
and (iii) the period beginning one year before, and ending one
year after, a married Participant is fully or partially vested
in his or her Account (which will normally occur either when
the Participant gets married or when the Participant completes
one Year of Service).
5. Paragraphs 6.3(a)(iii) and 6.3(a)(iv) shall be replaced in their
entirety by the following.
(iii) Method of Spouse's Consent. The consent of a
Participant's Spouse must be in writing. The consent is not
valid unless the Committee has provided the written
explanation described in paragraph (iv). The Spouse must
acknowledge the affect of his or her consent. The Spouse's
consent must be witnessed by a Committee member or by a notary
public. The Spouse may limit his or her consent to a specific
beneficiary or may allow the Participant to thereafter
designate a different beneficiary. The Spouse may limit his or
her consent to a specific form of
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benefit. (The Spouse's consent is not needed if the Spouse
cannot be located or in certain other special circumstances
identified in IRS guidance.)
(iv) Distribution Procedure.
(A) General. The Committee shall provide the
Participant with a written explanation that contains
the information required by the Code and Treasury
Regulations, as explained in subparagraph (B). The
timing of the explanation, the consent, and the
distribution are discussed in subparagraph (C). The
Participant may revoke his or her election at any
time before the distribution is processed.
(B) Contents of Explanation. The information
in the explanation shall include, at a minimum, the
terms and conditions of the QJSA, the Participant's
right to elect a single payment in lieu of a QJSA,
the effect of the Participant electing a single
payment in lieu of a QJSA, the right of the
Participant's Spouse to insist upon a QJSA, and the
Participant's right to revoke his or her distribution
election.
(C) Timing. The explanation shall be
provided no more than 90 days before the annuity
starting date. The explanation shall be provided no
fewer than 30 days before the annuity starting date,
unless all the following conditions are satisfied (1)
the Participant affirmatively elects a single sum
distribution (and the Participant's Spouse, if any,
consents), (2) the explanation mentions that the
Participant has a right to at least 30 days to
consider whether to waive the QJSA and consent to a
single sum, and (3) the Participant is permitted to
revoke an affirmative distribution election until the
annuity starting date (or, if later, the 8th day
after the Participant is provided with the
explanation).
(D) Annuity Starting Date. The annuity
starting date, for a single sum payment, is the date
the payment is processed, which may be any business
day. The annuity starting date for a QJSA is the day
as of which the annuity payments begin. The annuity
starting date for an annuity must be the first day of
a month, must occur on or after the Participant's
termination of employment or 65th birthday, must
occur after the date the explanation is provided, but
may precede the date the Participant provides any
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affirmative distribution election. In any event, the
first payment from the annuity shall not precede the
8th day after the explanation is provided.
6. Section 5.8 shall be replaced in its entirety by the following.
A rehired Participant shall have two Accounts, an "old"
Account for the contributions from his or her earlier episode of
employment, and a "new" Account for his or her later episode of
employment. The vested percentage applicable to such Accounts shall be
determined pursuant to sections 5.1 and 5.6, unless an amount was
distributed from the old Account before the Participant was rehired, in
which case the vested percentage of the old Account, after any
forfeiture has been restored to it, shall be determined pursuant to
subsection 5.3(c). If a Participant becomes fully vested in both the
old and the new Accounts, they shall be merged into a single Account.
7. The last section 10.1 shall be replaced in its entirety by the
following.
Apache expects to continue the Plan indefinitely, but the
continuance of the Plan and the payment of contributions are not
assumed as contractual obligations. Apache may terminate the Plan or
discontinue contributions at any time. Upon the termination of the
Plan, each Participant's Account shall become fully vested. Upon the
partial termination of the Plan, the Accounts of all affected
Participants shall become fully vested. The only Participants who are
affected by a partial termination are those whose employment with the
Company or Affiliated Entity is terminated as a result of the corporate
event causing the partial termination; Employees terminated for cause
and those who leave voluntarily are not affected by a partial
termination.
EXECUTED this 21st day of October, 1999.
APACHE CORPORATION
By: Daniel L. Schaeffer
-------------------------------------
Title: Vice President, Human Resources
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