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EXHIBIT 10.30
APACHE CORPORATION
OUTSIDE DIRECTORS' RETIREMENT PLAN
(As Amended and Restated February 8, 2001)
APACHE CORPORATION (the "Company") established the Apache Corporation Outside
Directors' Retirement Plan (the "Plan"), effective as of December 15, 1992 (the
"Effective Date"), to provide eligible non-employee Directors of the Company
("Outside Directors") with certain retirement and death payments. The purpose of
the Plan is to advance the interests of the Company, its subsidiaries, and its
stockholders by continuing to attract and retain outstanding individuals as
Outside Directors and to stimulate the efforts of such individuals by giving
suitable recognition to services which will contribute materially to the success
of the Company.
ARTICLE I
ELIGIBILITY, PARTICIPATION AND CONTRIBUTIONS
1.1 Eligibility and Participation.
(a) Each Outside Director on the Effective Date shall be eligible to
participate in the Plan on that date. Subsequently elected Outside Directors
shall be eligible to participate in the Plan as of the date their Service
begins. An eligible Outside Director shall become a participant ("Participant")
upon receipt by the Company of a completed Participation Agreement, the form of
which is attached hereto as Annex A.
(b) At any time on or prior to the effective date of a Participant's
Retirement, but not thereafter, the Participant, by completion of a new
Participation Agreement, may:
(i) change his or her Beneficiary Designation, with such
change becoming effective upon delivery to the
Company of such new Participation Agreement.
(ii) change his or her Benefit Election, with such change
becoming effective on the date six months following
delivery to the Company of such new Participation
Agreement, provided that such change shall not become
effective if the Participant is not holding office as
an Outside Director on such effective date.
1.2 Contributions.
All amounts payable under the Plan shall be paid from the general
assets of the Company. Nothing contained in the Plan shall be deemed to create
any fiduciary relationship between the Company and the Participant. Any rights
of the Participant under the Plan shall be no greater than the right of any
unsecured general creditor of the Company.
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ARTICLE II
RETIREMENT PAYMENTS
2.1 Retirement Payments.
(a) A Participant who Retires with four or more Quarters of Service
shall be entitled to receive payments under the Plan for a term of years equal
to the number of Quarters of Service credited to the Participant at Retirement
divided by 4, with any fraction (a "Service Fraction") rounded up to the next
whole number. The annual amount of such payments shall equal 66-2/3 percent of
the Participant's Annual Director's Retainer, except that the amount payable in
the final year of the term shall be determined by multiplying the Service
Fraction, if any, times 66-2/3 percent of the Participant's Annual Director's
Retainer.
(b) "Annual Directors' Retainer" shall mean the aggregate annual amount
of an Outside Director's board retainer fee payable pursuant to Section 1 of the
Company's Non-Employee Directors' Compensation Plan (or comparable section of
any successor plan), whether or not all or a portion of such amount is deferred
or delayed. Such amount shall be determined as of the date a Participant Retires
or, in the case of payments pursuant to the provisions of Article III, as of the
date of the Participant's death.
(c) "Quarter of Service" shall mean the aggregate total full months of
Service as an Outside Director divided by 3 and rounded up to the next whole
number but in no event shall any Participant's Quarters of Service exceed 40.
(d) "Retirement, Retired or Retires" shall mean a Participant's ceasing
to hold office as an Outside Director, for any reason other than death, on or
after the attainment of age 60.
(e) "Service" shall mean: the aggregate total, not to exceed 120, of
(i) the number of full months beginning on or after July 1, 1992 (whether or not
consecutive) that a Participant held office as an Outside Director, whether or
not a Participant at the time, and (ii) 1/2 the number of full months prior to
July 1, 1992 (whether or not consecutive) that a Participant held office as an
Outside Director; provided, however, that a Participant who, as of the Effective
Date, has held office as an Outside Director for an aggregate total of 15 years
shall automatically be credited with 120 full months of Service.
2.2 Retirement Payments Following Change in Control.
In the event of a "change in control" of the Company, as defined in
Section 1(c) of the Company's Income Continuation Plan (as in effect on the
Effective Date without regard to whether such Income Continuation Plan remains
in effect or is subsequently amended), any Participant whose Service as an
Outside Director terminates on or after the date of such change in control shall
be deemed as of such date of termination, or if
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later, upon attainment of age 60, to have Retired and shall be entitled to the
payments provided hereunder.
2.3 Method and Time of Payment.
Unless a Participant elects the optional form of payment pursuant to
Section 2.4, payments hereunder shall be paid quarterly as of the last day of
March, June, September and December for the period determined in accordance with
Section 2.1(a). Quarterly payments to a Participant shall be paid in cash and
shall begin as of the payment date next following the date the Participant
Retires. If a Participant dies before completion of the payments for the period
determined in accordance with Section 2.1(a), death payments shall be made to
the Participant's Spouse or Beneficiary to the extent provided in Article III.
2.4 Optional Form of Payment.
In lieu of the quarterly payments to which a Participant would
otherwise be entitled hereunder, a Participant may elect, at the time of signing
a Participation Agreement for the Plan, to receive a cash lump sum payment in an
amount which the Committee calculates as the net present value of the payments
to which the Participant would otherwise be entitled under the provisions of the
Plan determined using a series of annual payments and an annual interest rate
equal to the rate on ten-year treasury bonds/notes as reported in The Wall
Street Journal published on or most recently prior to the effective date of the
Participant's Retirement. Any such lump sum payment shall be made within 90 days
following the Participant's Retirement.
ARTICLE III.
DEATH PAYMENTS
3.1 Death Payments for Participants.
(a) If a Participant, who has not elected a lump sum payment under
Section 2.4, dies after Retirement but prior to receiving all of the annual
payments to which the Participant would otherwise be entitled hereunder, and is
survived by a Spouse or Beneficiary, the Spouse or Beneficiary shall be entitled
to receive the remaining payments which would otherwise have been payable to the
Participant until the earlier of (i) the death of the Spouse or Beneficiary, or
(ii) the completion of such payments in accordance with the provisions of
Article II.
(b) If a Participant dies while holding office as an Outside Director
and after attaining age 60 and after being credited with 40 Quarters of Service
pursuant to Article II, and is survived by a Spouse or Beneficiary, the Spouse
or Beneficiary shall be entitled to receive the payments which would otherwise
have been made to the Participant until the earlier of (i) the death of the
Spouse or Beneficiary, or (ii) the completion of such payments in accordance
with the provisions of Article II.
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(c) Payments to a Spouse or Beneficiary hereunder shall be made at the
same time as payments would have been made to the Participant.
(d) "Spouse" shall mean the lawfully married spouse of a Participant at
the time of the Participant's death.
(e) "Beneficiary" shall mean the individual designated by the
Participant in his or her Participation Agreement in effect at the time of the
Participant's death.
3.2 Lump Sum Death Payments.
(a) If a Participant who has elected a lump sum payment dies after the
Participant's Retirement but before the receipt of such payment, the lump sum
shall be paid to the surviving Spouse or Beneficiary, or if none, to the estate
or the personal representative of the Participant.
(b) If an Outside Director, who has not completed a Participation
Agreement, dies while holding office as an Outside Director and after attaining
age 60 and after being credited with 40 Quarters of Service pursuant to Article
II, and is not survived by a Spouse, the payments which would otherwise have
been made to the Outside Director if he or she had been a Participant shall be
paid to the estate or the personal representative of the Outside Director in a
lump sum calculated pursuant to Section 2.4 hereof.
ARTICLE IV
ADMINISTRATION, AMENDMENT AND TERMINATION
4.1 The Management Development and Compensation Committee.
The Plan shall be administered by the Management Development and
Compensation Committee (the "Committee") of the Company's Board of Directors.
All administrative duties, including but not limited to the power to interpret
the Plan and to decide any dispute, shall be carried out by the Committee, which
shall have full discretion and authority hereunder. All claims under the Plan
shall be filed with the Committee, and the decisions made by the Committee shall
be final and binding on all persons having or claiming to have rights under the
Plan.
4.2 Termination or Amendment of Plan.
The Plan may be terminated or amended at any time through action of the
Company's Board of Directors. No termination or amendment, however, shall reduce
the payments (a) to a Participant or a Participant's Spouse or Beneficiary where
a Participant has already reached Retirement or (b) to which a current
Participant is or may become entitled, based on such Participant's Service and
Annual Director's Retainer as determined on the effective date of such
termination or amendment.
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ARTICLE V.
MISCELLANEOUS
5.1 Inalienability of Payments.
No Participant shall have the right to assign, transfer, hypothecate,
encumber or anticipate his or her interest in any payments under the Plan, nor
shall the payments under the Plan be subject to any legal process to levy upon
or attach such payments for any claim against the Participant or the
Participant's Spouse or Beneficiary.
5.2 Notices.
Any notice required or permitted to be given under the Plan shall be in
writing and shall be given by first class registered or certified mail, postage
prepaid, or by personal delivery to the appropriate party, addressed:
(a) If to the Company, to Apache Corporation at its principal place of
business at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
(Attention: Office of the Secretary) or at such other address as may have been
furnished in writing by Apache to a Participant; or
(b) If to a Participant, at the address indicated below the
Participant's signature on his or her Participation Agreement, or at such other
address as may have been furnished in writing by a Participant to Apache.
Any such notice shall be deemed to have been given as of the second day
after deposit in the United States Postal Service, postage prepaid, properly
addressed as set forth above, in the case of mailed notice, or as of the date
delivered in the case of personal delivery.
5.3 Disposition of Unclaimed Payments.
Any communication, statement or notice addressed to a Participant at
his or her last post office address, as provided to the Company under Section
5.2 hereof, will be binding on the Participant and the Participant's Spouse or
Beneficiary for all purposes of the Plan. If the Company cannot ascertain the
whereabouts of any person to whom a payment is due under the Plan within three
years from the date such payment is due, such payment shall be cancelled on the
records of the Plan and the amount thereof forfeited to the Company.
5.4 Governing Law.
The Plan shall be governed by the laws of the State of Texas.
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Dated: February 8, 2001
APACHE CORPORATION
ATTEST:
By: /s/ Cheri L. Peper By: /s/ Jeffrey M. Bender
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Cheri L. Peper Jeffrey M. Bender
Corporate Secretary Vice President, Human Resources
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ANNEX A
APACHE CORPORATION
OUTSIDE DIRECTORS' RETIREMENT PLAN
PARTICIPATION AGREEMENT
This Agreement is made and entered into by and between APACHE
CORPORATION (the "Company") and [DIRECTOR NAME] (the "Participant")
pursuant to the Apache Corporation Outside Directors' Retirement Plan
(the "Plan").
The purpose of this Agreement is to provide for the election by the
Participant of the form of benefit payable by the Company to the
Participant under the terms of the Plan, and to allow for designation
of a beneficiary by the Participant.
BENEFIT ELECTION
Pursuant to the terms of the Plan and the Participant's election, the
Company agrees to pay such benefits as are due to the Participant,
using the form the Participant has indicated below by marking an X in
the blank immediately preceding Option A or B:
______ A Participant's Retirement Benefits shall be paid to
the Participant in a SINGLE LUMP SUM PAYMENT pursuant
to Section 2.4 of the Plan.
______ B Participant's Retirement Benefits shall be paid to
the Participant in a SERIES OF QUARTERLY PAYMENTS
pursuant to Section 2.1 of the Plan.
BENEFICIARY DESIGNATION
The Participant hereby designates
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(Print Name and Relationship or, if no designation made, print "N/A")
as the Participant's beneficiary under the terms of the Plan. If the
Participant is married as of the date of this Agreement and the
beneficiary designated above is not the Participant's spouse, the
Participant's spouse must consent to such designation by signing the
"Consent to Beneficiary Designation" set out below.
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It is understood and agreed by the Participant and the Company that at
any time on or prior to the effective date of the Participant's
retirement, BUT NOT THEREAFTER, the Participant, by completion of a new
Agreement, may:
(iii) change his or her Beneficiary Designation, with such
change becoming effective upon delivery to the
Company of such new Agreement.
(iv) change his or her Benefit Election, with such change
becoming effective on the date six months following
delivery to the Company of such new Agreement,
provided that such change shall not become effective
if the Participant is not holding office as an
Outside Director on such effective date.
This Agreement is made as of this ____ day of _______________, _______.
APACHE CORPORATION PARTICIPANT
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BY: JEFFREY M. BENDER [DIRECTOR NAME]
ITS: VICE PRESIDENT, HUMAN RESOURCES
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SOCIAL SECURITY NUMBER
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ADDRESS
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CITY, STATE, ZIP CODE
CONSENT TO BENEFICIARY DESIGNATION
I understand that if the Participant designates a beneficiary other
than his or her spouse, the spouse must consent to such designation. I hereby
consent to the beneficiary designated on page 1 of this Agreement.
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Date Signature of Spouse
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