EXHIBIT 10.24
Amendment
To
Non-Qualified Retirement/Savings Plan of Apache Corporation
Apache Corporation ("Apache") maintains the Non-Qualified Retirement/Savings
Plan of Apache Corporation (the "Plan"). Pursuant to section 8.02 of the Plan,
Apache has retained the right to amend the Plan. Apache hereby exercises that
right, effective for distributions after January 1, 2004, to replace section
5.02(b) of the Plan in its entirety by the following.
(b) Form of Distribution.
(i) Alternatives. The Participant's vested Account shall
be distributed in a single payment unless the
Participant makes an effective election to receive
from two to ten annual installments.
(ii) Payout Election.
(A) Initial Election. Upon becoming a
Participant, an Employee may make a payout
election to have his vested Account paid out
in from two to ten annual installments. To
be effective, the Participant's initial
payout election must be made before, or
within 30 days after, his participation
begins. If the Participant does not make a
timely initial payout election, he shall be
treated as if he elected a single payment.
(B) Making a New Payout Election. A Participant
may change his payout election at any time,
subject to the procedures that the Committee
has implemented at that time. A revised
payout election shall not be effective until
one of the following events occurs:
(1) The Participant completes one full
year of employment with the Company
and Affiliated Entities immediately
after the Plan receives the new
payout election. An FMLA leave and
a USERRA leave shall be treated as
continuous employment, but only if
the Participant returns to active
employment for at least one month
after the leave expires.
(2) The Participant incurs a Disability
while an Employee.
(iii) Rules for Installment Payments. The minimum annual
installment payment shall be $50,000, or, if less,
the Participant's remaining Account balance; this
rule may result in the Participant receiving fewer
installment payments than he elects. Each installment
will be equal to the greater of (A) the minimum
annual installment, or (B) the vested Account balance
at the beginning of the Plan Year divided by the
number of remaining annual installments, except for
the final
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installment, which will be equal to the remaining
Account balance. Installments will be paid as soon as
administratively convenient during the Plan Year.
For example, if the Participant had chosen 5 annual
installments, and terminates employment in February
of 1999,
- the unvested Account balance shall be forfeited
immediately;
- his 1999 installment will be one-fifth of his
January 1, 1999 vested Account balance;
- his 2000 installment will be one-fourth of his
January 1, 2000 Account balance;
- his 2001 installment will be one-third of his
January 1, 2001 Account balance;
- his 2002 installment will be one-half of his
January 1, 2002 Account balance; and
- his final installment in 2003 will be the remainder
of his Account balance.
IN WITNESS WHEREOF, this Amendment has been executed the date set forth below.
APACHE CORPORATION
By: /s/ Jeffrey M. Bender
-------------------------------
Date: December 18, 2003 Title: Vice President, Human Resources
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