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EXHIBIT 10.16
FIRST AMENDMENT
TO
NON-QUALIFIED RETIREMENT/SAVINGS PLAN
OF APACHE CORPORATION
RECITALS
Effective as of November 16, 1989, Apache Corporation, a Delaware
corporation, established the Non-Qualified Retirement/Savings Plan of Apache
Corporation (the "Plan"). Under Section 8.02 of the Plan, Apache Corporation
reserved the right and power to amend the Plan at any time and from time to
time. Pursuant to that power, the Plan is hereby amended, effective as of the
dates set forth below, as follows:
AMENDMENTS
1. Effective as of January 1, 1995, the second sentence of the Preamble
on page 1 shall be replaced in its entirety by the following:
"The Company previously established the Apache Corporation
Retirement/401(k) Savings Plan which was known as the Apache
Corporation 401(k) Retirement/Savings Plan until January 1, 1995 (the
"Retirement/Savings Plan")."
2. Effective as of November 16, 1989, Section 1.04 shall be replaced in
its entirety by the following:
"1.04 Company Deferrals
"Company Deferrals" means the allocations to a Participant's
Account made pursuant to Section 3.02."
3. Effective as of November 16, 1989 (except for Section 1.05(b)(ix)),
Section 1.05 shall be replaced in its entirety by the following:
"1.05 Compensation.
"Compensation" shall generally mean regular compensation paid by the
Company.
(a) Specifically, Compensation shall include:
(i) regular salary or wages,
(ii) overtime pay,
(iii) bonuses,
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(iv) salary reductions pursuant to the
Retirement/Savings Plan,
(v) salary reductions that are excludable from an
Employee's gross income pursuant to Code
section 125, and
(vi) amounts contributed as salary deferrals to
this Plan.
(b) Compensation shall exclude:
(i) commissions,
(ii) severance pay,
(iii) moving expenses,
(iv) any gross-up of moving expenses to account
for increased income taxes,
(v) foreign service premiums paid as an
inducement to work outside of the United
States,
(vi) Company contributions under the
Retirement/Savings Plan,
(vii) other contingent compensation,
(viii) contributions to any other fringe benefit
plan (including, but not limited to,
overriding royalty payments or any other
exploration-related payments), and
(ix) effective January 1, 1991, bonuses paid as an
inducement to enter the employment of the
Company.
Compensation shall include only amounts actually paid to the
Participant during that portion of a Plan Year while the Participant
is eligible to participate in this Plan."
4. Effective as of November 16, 1989, Section 3.01(b) shall be replaced
in its entirety by the following:
"(b) The amount of a Participant's Deferred Contributions made
pursuant to the Plan shall equal the amount of Participant
Before-Tax Contributions that would have been credited to the
Participant's Before-Tax Contributions Account pursuant to
Section 3.2 of the Retirement/Savings Plan but could not be so
credited due to restrictions imposed by the Code, including
without limitation restrictions under Section 401(a)(17),
401(k)(3), 401(m), 402(g),
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and 415(c). The amount of a Participant's Deferred
Contribution shall be determined by reference to the
Participant's elected Before-Tax Contribution percentage under
the Retirement/Savings Plan as of the first day of the Plan
Year or, if the Participant was not eligible to participate in
this Plan on such date, as of the first day on which the
Participant is eligible to participate in this Plan, without
regard to any change in the Participant's Before-Tax
Contribution percentage under the Retirement/Savings Plan
which subsequently becomes effective in such Plan Year. An
election to participate in this Plan for any Plan Year shall
be irrevocable; provided, however, that a Participant's
Deferred Contributions shall be suspended as specified in
Section 5.04 following a hardship withdrawal from this Plan
and shall also be suspended, for the number of months required
by Section 7.1 of the Retirement/Savings Plan, following a
hardship withdrawal from that plan. Notwithstanding anything
herein to the contrary, a Participant shall not be permitted
to defer compensation which is earned or payable prior to the
execution and delivery of the Participant's enrollment
agreement."
5. Effective as of November 16, 1989, Section 3.02 shall be amended by
changing both occurrences of "Section 3.03 of the Retirement/Savings Plan" to
"Section 3.1 of the Retirement/Savings Plan."
6. Effective as of July 1, 1992, the following new subsection shall be
added to the end of Section 5.01:
"(f) All Participants in the Plan who are employed by the Company
on July 1, 1992 shall become 100% vested with respect to all
Company Deferrals made to the Plan prior to or as of July 1,
1992. If a Participant was not previously 100% vested, then
the amount that becomes 100% vested pursuant to this
subsection shall be allocated to a special account and a new
account shall be established for all Company Deferrals made
with respect to such Participant subsequent to July 1, 1992.
At such time as any such Participant becomes 100% vested in
accordance with the rules of subsection (d) above, the
Participant's two separate accounts shall be merged into one
account."
7. Effective as of January 1, 1992, Section 5.04(f) shall be replaced in
its entirety by the following:
"(f) The Participant's deferrals shall be suspended for six (6)
months following the date of his hardship withdrawal from this
Plan. If a Participant makes a hardship withdrawal from this
Plan and also makes a hardship withdrawal from the
Retirement/Savings Plan, the suspension period under this Plan
shall run concurrently with the suspension period under the
Retirement/Savings Plan, if any, and the suspension period
under this Plan shall be the longer of the suspension period
provided under the Retirement/Savings Plan or the 6-month
suspension provided by this Plan."
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8. Effective as of January 1, 1992, the first sentence of Section 6.02
shall be replaced by the following:
"The Committee shall administer the Plan and shall have all discretion
and powers necessary for that purpose, including, but not by way of
limitation, full discretion and power to interpret the Plan, to
determine the eligibility, status and rights of all persons under the
Plan and, in general, to decide any dispute."
9. Effective as of the date this amendment is executed, the following
paragraph shall be added to the end of Section 8.02:
"Each amendment shall be in writing. Each amendment shall be approved
by Apache Corporation's board of directors or by an officer of Apache
Corporation who is authorized by Apache Corporation's board of
directors to amend the Plan. Each amendment shall be executed by an
officer of Apache Corporation to whom Apache Corporation's board of
directors has delegated the authority to execute the amendment."
10. Effective as of the date this amendment is executed, Section 9.09
shall be replaced in its entirety by the following:
"9.09 Governing Law.
The Plan shall be construed in accordance with ERISA, the
Code, and, to the extent applicable, the laws of the State of Texas,
excluding any conflicts-of-law provisions."
IN WITNESS WHEREOF, this First Amendment has been executed this 24th day of
October, 1995.
APACHE CORPORATION
/s/ Roger B. Rice
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Roger B. Rice
Vice President, Human Resources and Administration
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