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EXHIBIT 10.12
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
that right as follows.
1. Effective as of January 1, 2000, the phrase "Code sections 125,
402(e)(3), 402(h), 403(b), 408(p), or 457" in sections 1.11(a) and
1.11(b) shall be replaced by the phrase "Code sections 125, 132(f)(4),
402(e)(3), 402(h), 403(b), 408(p), or 457."
2. Effective as of September 1, 2000, section 1.11(c)(i)(E) shall be
replaced in its entirety by the following.
(E) Salary reductions that are excludable from
an Employee's gross income pursuant to Code
section 125 or 132(f)(4), and
3. Effective as of January 1, 2001, section 1.12(b) shall be replaced in
its entirety by the following.
(b) An Employee shall not be a Covered Employee unless he or
she is either based in the U.S. or on the U.S. payroll.
4. Effective as of January 1, 2001, section 1.20 shall be replaced in its
entirety by the following.
1.20 "Highly Compensated Employee" means, for each Plan Year,
an Employee who (a) was in the "top-paid group" during the immediately
preceding Plan Year and 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 "top-paid group" means the top 20% of Employees when
ranked on the basis of Compensation paid during the year. In
determining the number of Employees in the top-paid group, the
Committee may elect to exclude Employees with less than six (or some
smaller number of) months of service at the end of the year, Employees
who normally work less than 17 1/2 (or some fewer number of) hours per
week, Employees who normally work less than six (or some fewer number
of) months during any year, Employees younger than 21 (or some younger
age) on the last day of the year, and Employees who are nonresident
aliens who receive no earned income (within the meaning of Code section
911(d)(2)) from Apache or an Affiliated Entity that constitutes income
from sources within the United States, within the meaning of Code
section 861(a)(3). Furthermore, an Employee who is a nonresident alien
who receives no earned income (within the meaning of Code section
911(d)(2)) from Apache or an Affiliated Entity that constitutes income
from sources within the United States (within the meaning of Code
section 861(a)(3)) during the year shall not be in the top-paid group
for that year.
5. Effective as of January 1, 2001, section 1.29(d) shall be replaced in
its entirety by the following.
(d) Leased Employee Rules. See the definition of "Employee"
for a description of when a leased employee (within the meaning of Code
section 414(n)) is treated as an Employee. In addition, for purposes of
calculating an Employee's Period of Service once an individual has
become an Employee, the individual shall be treated as an Employee for
any prior period during which the individual would have been a leased
employee (within the meaning of Code section 414(n)) but for the fact
that his or her services were not on a substantially full-time basis or
were for less than a year.
6. Effective as of January 1, 2001, the following section 3.1(a)(vi) shall
be added to the Plan.
(vi) Special Allocation for 2000. In addition to the
allocation provided in paragraph (ii), the eligible
Participants who had the smallest "plan year compensation" (as
defined below) in 2000 shall receive an additional allocation
of Company Mandatory Contributions equal to 1.83% of the
eligible Participant's plan year compensation in 2000. For
purposes of this paragraph only, "plan year compensation"
means those amounts
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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, 132(f)(4), or 402(e)(3).
7. Effective as of July 1, 2001, section 5.1(c) shall be replaced in its
entirety by the following.
(c) Change of Control. The Accounts of all Participants shall
be fully vested as of the effective date of a "change in control." For
purposes of this subsection, a "change of control" shall mean the event
occurring when a person, partnership, or corporation, together with all
persons, partnerships, or corporations acting in concert with each
person, partnership, or corporation, or any or all of them, acquires
more than 20% of Apache's outstanding voting securities; provided that
a change of control shall not occur if such persons, partnerships, or
corporations acquiring more than 20% of Apache's voting securities is
solicited to do so by Apache's board of directors, upon its own
initiative, and such persons, partnerships, or corporations have not
previously proposed to acquire more than 20% of Apache's voting
securities in an unsolicited offer made either to Apache's board of
directors or directly to the stockholders of Apache.
8. Effective November 1, 2001 section 6.3(b) shall be replaced in its
entirety by the following.
(b) Beneficiaries. The distributable amount that is left to a
beneficiary shall be paid, at the election of the beneficiary, in the
form of a single payment, installments (for non-Spouse beneficiaries),
or an annuity (for Spouse beneficiaries), as described in subsection
6.4(e).
9. Effective as of November 1, 2001, sections 6.4(c), 6.4(d), and 6.4(e)
shall be replaced in their entirety by the following.
(c) Latest Date of Distribution. The entire distributable
amount shall be distributed to a Participant (i) in a single payment
not later than the Required Beginning Date, or (ii) in the form of an
annuity with payments beginning no later than the Required Beginning
Date. The terms of the annuity shall comply with the applicable
Treasury Regulations. The payment will be in the form of an annuity
unless the Participant elects a single payment and, if the Participant
is married, his or her Spouse consents to the single payment.
(d) Small Amounts. If the value of the nonforfeitable portion
of a Participant's Account is $5,000 or less at any time after the
Participant's termination of employment, then the Participant shall
receive a single payment of the distributable amount as soon as
administratively practicable, provided that the value is $5,000 or less
when the distribution is processed. The Committee may elect to check
the value of the Participant's Accounts on an occasional (rather than a
daily) basis, to determine whether to apply the provisions of this
subsection.
(e) Distribution Upon Participant's Death.
(i) Small Accounts. If the value of the
nonforfeitable portion of a Participant's Account is $5,000 or
less at any time after the Participant's death and before any
beneficiary elects to receive a distribution under this
subsection, then the beneficiary or beneficiaries shall each
receive a single payment of each one's distributable amount as
soon as administratively practicable, provided that the
aggregate value is $5,000 or less when the distribution is
processed. The Committee may elect to check the value of the
Participants' Accounts on an occasional (rather than a daily)
basis to determine whether to apply the provisions of this
subsection.
(ii) Larger Accounts. If paragraph (i) does not
apply, then each beneficiary may elect to have his or her
distributable amount distributed at any time after the
Participant's death, within the following guidelines. The
forms of permitted distribution are a lump sum, annual
installments, and for Spouse beneficiaries only, a QPSA. No
distribution shall be processed until the beneficiary's
identity as a beneficiary is established. The entire
distributable amount shall be distributed by the last day of
the calendar year containing the fifth anniversary of the
Participant's death; if a Spouse
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beneficiary elects a QPSA, the annuity contract shall be
distributed by the last day of the calendar year containing
the fifth anniversary of the Participant's death. A
beneficiary who elects installments may elect to accelerate
any or all remaining payments. In addition, if the Participant
was a Five-Percent Owner who began to receive the minimum
required distributions under paragraph (c)(ii), the
distribution to each beneficiary must be made at least as
rapidly as required by the method used to calculate the
minimum required distributions that was in effect when the
Five-Percent Owner died.
10. Effective as of November 1, 2001, Section 12.9(f) shall be replaced in
its entirety by the following:
(f) The Alternate Payee shall have the following rights under the Plan:
(i) Small Accounts. If the value of the
nonforfeitable portion of an Alternate Payee's Account is
$5,000 or less, the Alternate Payee shall receive a single
payment of the distributable amount as soon as practicable,
provided that the value is $5,000 or less when the
distribution is processed. The Committee may elect to check
the value of the Alternate Payee's Account on an occasional
(rather than a daily) basis, to determine whether this
paragraph applies.
(ii) Single Payment or Annuity. This paragraph
applies only if paragraph (i) does not apply. The only form of
payment available to an Alternate Payee who is not the Spouse
or former Spouse of the Participant is a single payment of the
distributable amount (measured at the time the payment is
processed). An Alternate Payee who is the Spouse or former
Spouse of the Participant may choose between a single payment
of the distributable amount or an annuity. If the Alternate
Payee is awarded more than the distributable amount, the
Alternate Payee shall initially receive a distribution of the
distributable amount, with additional distributions made as
soon as administratively convenient after more of the amount
awarded to the Alternate Payee becomes distributable.
(iii) Timing of Distribution. This paragraph applies
only if paragraph (i) does not apply. Subject to the limits
imposed by this paragraph, the Alternate Payee may choose (or
the QDRO may specify) the date of the distribution. The
distribution to the Alternate Payee may occur at any time
after the Committee determines that the Domestic Relations
Order is a QDRO and before the Participant's Required
Beginning Date (unless the order is determined to be a QDRO
after the Participant's Required Beginning Date, in which case
the distribution to the Alternate Payee shall be made as soon
as administratively practicable after the order is determined
to be a QDRO).
(iv) Death of Alternate Payee. The Alternate Payee
may designate one or more beneficiaries, as specified in
section 6.1. When the Alternate Payee dies, the Alternate
Payee's beneficiary shall receive a complete distribution of
the distributable amount in a single payment as soon as
administratively convenient.
(v) Investing. An Alternate Payee may direct the
investment of his Account pursuant to section 8.3.
(vi) Claims. The Alternate Payee may bring claims
against the Plan pursuant to section 12.2.
11. Effective as of August 1, 2000, Appendix C shall be replaced in its
entirety by the following and Appendix D shall be deleted:
APPENDIX C
Over the years, the Company has engaged in numerous corporate
transactions, both acquisitions and sales. This Appendix contains any
special service-crediting provisions that apply to employees affected
by
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the corporate transaction (both those who are hired by the Company and
those whose employment is terminated).
SALES
The following Participants are fully vested in their Accounts
in this Plan, on the following dates:
[none, as of July 1, 2001]
ACQUISITIONS
A Period of Service for vesting purposes for a New Employee
(listed below) shall be determined by treating all periods of
employment with the Former Employer Controlled Group as periods of
employment with Apache. The "Former Employer Controlled Group" means
the Former Employer (listed below), its predecessor company/ies, and
any business while such business was treated as a single employer with
the Former Employer or predecessor company pursuant to Code section
414(b), 414(c), 414(m), or 414(o).
The following individuals are "New Employees" and the
following companies are "Former Employers":
<Table>
<Caption>
Former Employer New Employees
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Crescendo Resources, L.P. ("Crescendo") All individuals hired from April 30, 2000
through June 1, 2000 from Crescendo and related
companies in connection with an April 30, 2000
asset acquisition from Crescendo.
Collins & Ware ("C&W") and Longhorn Disposal, All individuals hired from C&W, Longhorn, and
Inc. ("Longhorn") related companies in connection with a May 23,
2000 asset acquisition from C&W and Longhorn.
Occidental Petroleum Corporation ("Oxy") All individuals hired from Oxy and related
companies in connection with an August 2000
asset acquisition from an Oxy subsidiary.
</Table>
-- END OF APPENDIX C --
IN WITNESS WHEREOF, this Amendment has been executed the date
set forth below.
APACHE CORPORATION
By: /s/ Jeffrey M. Bender
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Date: August 3, 2001 Title: Vice President - Human Resources
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