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EXHIBIT 10.24
CONSULTING AGREEMENT
THIS AGREEMENT is entered into between APACHE CORPORATION ("Apache"),
a Delaware corporation and WILLIAM J. JOHNSON ("Johnson") effective April 28,
1994.
RECITALS
Since May 1, 1991, Johnson has served Apache with diligence and
integrity as an officer and employee.
Apache and Johnson wish to provide for the termination of Johnson's
tenure as an officer and employee of Apache.
Apache and Johnson desire to terminate the agreement of employment
between Apache and Johnson dated March 20, 1991 and extinguish all rights of
Apache and Johnson thereunder.
Apache wishes to provide for continued service by Johnson as a
consultant to Apache.
Apache and Johnson wish to establish standards of confidentiality and
conduct between them.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Apache and Johnson agree as follows:
1. RESIGNATION. Effective 6 p.m. CST, April 28, 1994, Johnson's
employment with Apache terminated and, as a result, Johnson resigns all
positions as a director, officer and committee member of Apache, subsidiaries
and affiliated entities.
2. TERMINATION OF AGREEMENT OF EMPLOYMENT. The agreement of
employment between Apache and Johnson terminated effective 6 p.m. CST, April
28, 1994.
3. EMPLOYMENT. Notwithstanding the provisions of paragraph 2
above, commencing at 6 p.m. CST, April 28, 1994, Johnson will continue to be an
employee of the company in a non-executive capacity for all purposes through 6
p.m. CST, May 15, 1994 (the "Continued Employment Period"). During the
Continued Employment Period, Johnson will be compensated at a rate of
$36,460.00 per month (prorated by the day).
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4. CONSULTING. Apache engages Johnson to render consulting
services to Apache and its subsidiaries for a period commencing May 16, 1994,
and continuing through April 28, 1996 (the "Consulting Period").
5. SERVICES. During the Continued Employment Period and the
Consulting Period, Johnson shall perform such consulting services as are
reasonably requested by the Chief Executive Officer of Apache ("the CEO") and
those are not inconsistent with Johnson's prior duties and responsibilities as
an officer of Apache. Johnson shall not be required to maintain any office
hours, nor shall Johnson be present at the offices except upon request of the
CEO.
6. OTHER ACTIVITIES. Johnson's obligation to render consulting
services shall be subordinate to, and shall be rendered only to the extent
there is no interference with, his other business, employment and personal
activities. Johnson shall be free to accept full-time or part-time employment
with any organization, and to engage in any business enterprise on his own
behalf during the Continued Employment Period, the Consulting Period or
thereafter, whether or not the organization or enterprise competes with Apache,
so long as Johnson complies with paragraph 7 of this agreement.
7. CONFIDENTIALITY. Johnson shall maintain the confidentiality
of, and shall not disclose, Apache's business dealings, trade secrets, supplier
lists, customer lists, properties, geographic or financial areas of interests,
exploration plans or techniques or any other confidential information of or
relating to Apache, its subsidiaries or affiliates. Johnson shall not use such
information in any manner, whether for his own benefit or for the benefit of
any other person or entity, or to the detriment of Apache, its subsidiaries or
affiliates.
8. MONTHLY PAYMENTS. On or before the 16th day of each calendar
month during the Consulting Period, Johnson shall invoice Apache for services
in the amount of $36,460.00, and Apache shall pay Johnson the invoiced amount
on or before the first day of the next calendar month. The invoiced amounts
shall be paid if Johnson is disabled, and shall continue to be paid to
Johnson's estate, heirs and successors in the event of his death. The invoiced
amount shall continue to be paid without regard to Johnson's employment by
another organization, his participation in a partnership, or his engagement in
business for his own account. Failure or tardiness by Johnson in invoicing
Apache shall not waive or release Johnson's right to payment, but amounts
invoiced late shall not be due until a reasonable time after the invoice date.
9. EXPENSE REIMBURSEMENT. Subject to Apache's travel policies
governing its executives, Apache shall reimburse Johnson for all travel,
airline, room, entertainment, meal, beverage, car rental and other
out-of-pocket expenses incurred by Johnson in the course of performing his
consulting obligations under this agreement, provided that such consulting
expenses are approved in advance by Apache.
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10. BENEFITS. During the Continued Employment Period, Johnson
shall receive the same benefits as Apache provides its executive officers.
During the Consulting Period, Apache shall:
(a) provide medical, dental and vision benefits to
Johnson and his dependents to the same extent, and
subject to the same premium co-payments, as are
extended to Apache executives; and
(b) provide life insurance and disability benefits
(including supplemental group life insurance) to
Johnson to the same extent as extended to Apache
executives.
Apache shall not impair the cash value of any life insurance currently
maintained by Apache for Johnson, and that cash value shall remain the property
of Johnson. Apache shall cause its employees, insurance carriers and agents to
cooperate fully with Johnson in managing and maintaining Johnson's insurance
coverage, and responding to Johnson's insurance claims and responding to
Johnson's inquiries concerning insurance coverages.
11. PLAN BALANCES. Apache shall cooperate with Johnson in
administering his rights, pursuant to the Apache Corporation 401(k)
Retirement/Savings Plan and the Non-Qualified Retirement Plan. Johnson's
outstanding stock options and phantom stock units shall be governed by the
terms of Apache Corporation 1990 Stock Incentive Plan and the 1990 Phantom
Stock Appreciation Plan.
12. TAX AND FINANCIAL SERVICES. During the Consulting Period,
Johnson shall be entitled to reimbursement from Apache for the reasonable cost
of personal tax and financial counseling services provided by such tax and
financial advisors as may be selected by the employee.
13. RETIREMENT BENEFITS. At age 65, Johnson shall be paid an
amount equal to two-thirds his last annual salary ($350,000 per year), less (a)
any amounts paid to him under the pension or retirement plans or agreements of
Exxon Corporation and BP America or their affiliates, assigns or successors;
(b) the actuarially defined annual equivalent of pension income from the 6%
automatic company contributions to the 401(k) plan for Johnson's accounts; (c)
social security payments; and (d) $1500 per month.
One-twelfth of the above amounts so determined shall be paid monthly
for twenty years or for Johnson's life, whichever is less. Provided however,
in the event that Johnson dies during the twenty year period and is survived by
his current wife, Apache shall pay to Johnson's wife 50% of the sum determined
as above provided, for the unexpired portion of said twenty year period. In
the event that Johnson's wife predeceases him or dies after Johnson but prior
to the expiration of the 20 year term, any benefit due Johnson's wife shall
terminate and not be assignable to the estate of Johnson, his wife or
otherwise.
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Apache shall provide medical insurance after retirement in the form of
a Medicare supplement for Johnson and his spouse under the form of insurance
coverage then being provided to employees of the company, for and during
Johnson's life.
14. RELEASE. Johnson releases Apache and each of its
subsidiaries, affiliates, past and present, and Apache releases Johnson, from
any and all rights and claims arising in any way out of Johnson's employment or
acts or omissions of Apache or Johnson which occurred during the term of
Johnson's employment, or arose out of the termination of Johnson's employment.
Apache and Johnson further release and hold harmless each other from and
against any and all claims against the other that they may have based on any
negligent or intentional acts or omissions of any character whatsoever, whether
related to Johnson's employment or otherwise, including without limitation
statements made by, to or about Johnson or Apache which occurred prior to the
effective date of this agreement, whether known or unknown by Apache or
Johnson. The foregoing release includes without limitation any rights and
claims under state, federal, or local laws, including without limitation, the
Age Discrimination in Employment Act, the Texas Commission on Human Rights Act
and the common law of the states of Texas, Colorado, and any other
jurisdiction. Johnson and Apache further agree that they will not institute
any charge, complaint, or litigation against the other based on such released
rights and or claims. Notwithstanding the foregoing, the releases contained
herein shall not apply to any rights Johnson may have under: (a) Apache 1990
Stock Incentive Plan and the Stock Appreciation Plan and the Option Agreements
issued under those plans to which Johnson is a party; (b) Apache's 401(k) Plan
and Non-Qualified Retirement Plan; (c) this agreement; or (d) COBRA to receive
continued medical insurance benefits.
15. INDEPENDENT CONTRACTOR AND TAXES. Johnson acknowledges that
his engagement under this agreement during the Consulting Period is as an
independent contractor and not as an employee of Apache or its subsidiaries or
affiliates. Accordingly, Johnson will be responsible for payment of all income
tax and other taxes, levies or assessments by governmental entities on cash
amounts payable to Johnson, and Apache will not withhold any amounts from
payments made under this agreement. If the Internal Revenue Service or other
governmental authority asserts that Apache should have withheld federal income
taxes, Johnson's share of FICA taxes or other taxes, levies or assessments from
such payments, Johnson will reimburse Apache for any monies paid by Apache to
the governmental entity in compliance with such assertion, except for payments
of interest or penalties.
16. NONASSIGNABILITY. Neither this agreement nor any right or
interest herein will be assigned or transferred by Apache or Johnson without
the other's written consent, except as to:
(a) the rights of Johnson's spouse, estate, heirs and
devisees to certain benefits under this agreement as
specifically set forth herein; and
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(b) the sale of all or substantially all of Apache's
assets or the merger or combination of Apache with
another organization, if the asset purchaser or
surviving organization assumes the full performance
of Apache's obligations under this agreement, but
Apache shall not be relieved of its obligations under
this agreement by that assumption.
17. NO ATTACHMENT. Except as required by law, Johnson's right to
receive payments under this agreement shall not be subject to anticipation,
alienation, sale, encumbrance, pledge, hypothecation, execution, attachment,
levy, offset, deduction, set off, condition, or assignment by operation of law,
and any attempt, voluntary or involuntary, to affect such action shall be null
and void.
18. BINDING EFFECT. This agreement shall bind and inure to the
benefit of Johnson, Apache and its subsidiaries and affiliates and their
permitted successors and assigns.
19. AMENDMENT, MODIFICATION, WAIVER. This agreement shall not be
amended or modified except by an instrument in writing signed by the parties
hereto. No term of this agreement shall be deemed to have been waived, nor
shall there be an estoppel against enforcement against any provision of this
agreement, except by written instrument of the party charged with such waiver
or estoppel. No person or organization, including those within the definition
of company, not a party to this agreement or a permitted successor to a party
to this agreement, shall be a third party beneficiary of this agreement or
entitled to enforce its terms. Johnson acknowledges that he has had at least
21 days to consider this agreement and has had legal advise with respect
thereto.
20. REMEDIES. Upon material breach of this agreement by a party,
the other party shall be entitled to seek damages for breach, and or shall be
entitled to seek specific performance of this agreement. Johnson and Apache
acknowledge and confess that there is no adequate remedy at law for breach of
the obligations in this agreement other than the obligation for the payment of
money. The prevailing party in any litigation shall be entitled to an award of
attorneys' fees by the court. Interest on sums due from one party to the other
shall bear interest at the rate of 18% per annum (until paid).
21. NO OTHER BENEFITS. Except as specifically provided in this
agreement, Johnson shall not be entitled to any pension, profit sharing, bonus,
disability, life insurance or similar plan or program of Apache, whether now
existing or hereafter adopted for the benefit of Apache's employees or
consultants.
22. HEADINGS AND MEANINGS. The headings of the paragraphs of this
agreement are for convenience only and should not be considered in construing
or interpreting the agreement.
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23. GOVERNING LAW. This agreement has been executed and delivered
in the state of Texas, and its validity, and interpretation or, performance and
enforcement shall be governed by the laws of that state.
24. NOTICES. Any notice contemplated or permitted by this
agreement shall be delivered as follows:
To Apache or the Company:
Raymond Plank
Chairman and Chief Executive Officer
APACHE CORPORATION
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
Telephone: (713) 296-6100
Telecopier: (713) 296-6490
To William J. Johnson: WILLIAM J. JOHNSON
11523 Echo Wood
Houston, Texas 77024
Telephone: (713) 973-1259
The above addresses for a notice may be changed by written notice from the
changing party to the other party.
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25. REVOCATION. Johnson may rescind this agreement by written
notice to Apache delivered on or before 5 p.m. on the seventh day after its
execution by Apache and Johnson and with delivery to Johnson. If no such
notice of rescission is timely received by Apache, the effective time of this
agreement shall be as stated above. Upon rescission of this agreement, Johnson
shall repay to Apache all sums pursuant to this agreement, except salary for
services rendered by Johnson part prior to the effective time.
CONSULTANT
May 17, 1994 /s/ William J. Johnson
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Date William J. Johnson
APACHE CORPORATION
May 17, 1994 /s/ Roger B. Rice
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Date Roger B. Rice
Vice President, Human Resources &
Administration
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