1
EXHIBIT 10.25
CONSULTING AGREEMENT
THIS AGREEMENT is entered into between APACHE CORPORATION ("Apache"),
a Delaware corporation and JOHN L. MORAN ("Moran") effective January 1, 1995.
RECITALS
Since February 1, 1984, Moran has served Apache with diligence and
integrity as an officer and employee.
Apache and Moran wish to provide for the termination of Moran's tenure
as an officer and employee of Apache.
Apache wishes to provide for continued service by Moran as a consultant
to Apache.
Apache and Moran 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 Moran agree as follows:
1. RESIGNATION. Effective 6 p.m. CST, December 31, 1994, Moran's
employment with Apache terminated and, as a result, Moran resigns all positions
as a director, officer and committee member of Apache, subsidiaries and
affiliated entities.
2. CONSULTING. Apache engages Moran to render consulting
services to Apache and its subsidiaries for a period commencing January 1,
1995, and continuing through December 31, 1995 (the "Consulting Period").
3. SERVICES. During the Consulting Period, Moran shall perform
such consulting services as are reasonably requested by the Chief Operating
Officer of Apache ("the COO") and that are not inconsistent with Moran's prior
duties and responsibilities as an officer of Apache. Moran shall not be
required to maintain any office hours, nor shall Moran be present at the
offices except upon request of the COO.
4. OTHER ACTIVITIES. Moran'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. Moran 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
1
2
or not the organization or enterprise competes with Apache, so long as
Moran complies with paragraph 5 of this agreement.
5. CONFIDENTIALITY. Moran 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. Moran 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.
6. CONSULTING PAYMENTS. On January 31, 1995, Apache shall pay
Moran $225,000.00 as a non-refundable consulting payment. On January 15, 1996,
Apache shall pay Moran $225,000.00 as a non-refundable consulting payment.
7. EXPENSE REIMBURSEMENT. Subject to Apache's travel policies
governing its executives, Apache shall reimburse Moran for all travel, airline,
room, entertainment, meal, beverage, car rental and other out-of-pocket
expenses incurred by Moran in the course of performing his consulting
obligations under this agreement, provided that such consulting expenses are
approved in advance by Apache.
8. BENEFITS. During the Consulting Period, Apache shall:
a) provide medical, dental and vision benefits to Moran
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
Moran 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 Moran, and that cash value shall remain the property
of Moran. Apache shall cause its employees, insurance carriers and agents to
cooperate fully with Moran in managing and maintaining Moran's insurance
coverage, and responding to Moran's insurance claims and responding to Moran's
inquiries concerning insurance coverages.
9. PLAN BALANCES. Apache shall cooperate with Moran in
administering his rights, pursuant to the Apache Corporation 401(k)
Retirement/Savings Plan and the Non-Qualified Retirement Plan. Moran'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.
2
3
10. RELEASE. Moran releases Apache and each of its subsidiaries,
affiliates, past and present, and Apache releases Moran, from any and all
rights and claims arising in any way out of Moran's employment or acts or
omissions of Apache or Moran which occurred during the term of Moran's
employment, or arose out of the termination of Moran's employment. Apache and
Moran 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
Moran's employment or otherwise, including without limitation statements made
by, to or about Moran or Apache which occurred prior to the effective date of
this agreement, whether known or unknown by Apache or Moran. 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. Moran 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
Moran may have under: a) Apache 1990 Stock Incentive Plan and the Stock
Appreciation Plan and the Option Agreements issued under those plans to which
Moran 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.
11. INDEPENDENT CONTRACTOR AND TAXES. Moran 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, Moran will be responsible for payment of all income
tax and other taxes, levies or assessments by governmental entities on cash
amounts payable to Moran, 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, Moran's share of FICA taxes or other taxes, levies or assessments from
such payments, Moran 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.
12. NONASSIGNABILITY. Neither this agreement nor any right or
interest herein will be assigned or transferred by Apache or Moran without the
other's written consent, except as to:
(a) the rights of Moran's spouse, estate, heirs and
devisees to certain benefits under this agreement as
specifically set forth herein; and
(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.
3
4
13. NO ATTACHMENT. Except as required by law, Moran'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.
14. BINDING EFFECT. This agreement shall bind and inure to the
benefit of Moran, Apache and its subsidiaries and affiliates and their
permitted successors and assigns.
15. 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. Moran acknowledges that he has had at least 21
days to consider this agreement and has had legal advise with respect thereto.
16. 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. Moran 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).
17. NO OTHER BENEFITS. Except as specifically provided in this
agreement, Moran 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.
18. 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.
19. 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.
20. NOTICES. Any notice contemplated or permitted by this
agreement shall be delivered as follows:
4
5
To Apache or the Company:
Roger B. Rice
Vice President, Human Resources and
Administration
APACHE CORPORATION
2000 Post Oak Boulevard Suite 100
Houston, Texas 77056-4400
Telephone: (713) 296-6100
Telecopier: (713) 296-6490
To John L. Moran: JOHN L. MORAN
[Residence Address]
The above addresses for a notice may be changed by written notice from the
changing party to the other party.
21. REVOCATION. Moran 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 Moran and with delivery to Moran. 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, Moran shall repay
to Apache all sums pursuant to this agreement, except salary for services
rendered by Moran part prior to the effective time.
CONSULTANT
1/30/95 /s/ John L. Moran
_______ ____________________________________
Date
John L. Moran
APACHE CORPORATION
1/30/95 /s/ Roger B. Rice
_______ ____________________________________
Date
Roger B. Rice
Vice President, Human Resources & Administration
5