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EXHIBIT 10.14
AMENDMENT
TO
APACHE CORPORATION RETIREMENT/401(k) SAVINGS PLAN
Apache Corporation ("Apache") maintains the Apache Corporation
Retirement/401(k) Savings Plan (the "Plan"). Pursuant to section 10.4 of the
Plan, Apache has retained the right to amend the Plan. Apache hereby
exercises that right by amending the Plan as follows.
1. Effective as of May 4, 1995, paragraph 1.13(d)(ii) shall be amended by
inserting the following subparagraph (H), and renumbering existing paragraphs
(H) and (I).
(H) any amounts relating to the granting of a stock
option under the Apache Corporation 1995 Stock
Option Plan, the exercise of such a stock
option, or the sale or deemed sale of any shares
thereby acquired;
2. Effective as of May 17, 1995, Appendix A shall be replaced in its
entirety by the following Appendix A.
APPENDIX A
PARTICIPATING COMPANIES
The following Affiliated Entities were actively participating in the
Plan as of the following dates:
Business Participation Participation
Began As Of Ended As Of
Apache International, Inc. September 22, 1987 N/A
Apache Energy Resources Corporation January 1, 1994 December 31, 1995
(known as Hadson Energy Resources
Corporation before January 1, 1995)
Apache Energy Limited (known as January 1, 1994 N/A
Hadson Energy Limited before
January 1, 1995)
Apache Canada Ltd. May 17, 1995 N/A
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3. Effective as of May 17, 1995, the following Appendix F shall be added
to the Plan.
APPENDIX F
DEKALB ENERGY COMPANY/APACHE CANADA LTD.
Introduction
Through a merger effective as of May 17, 1995, Apache now
holds 100% of the stock of DEKALB Energy Company (which has been
renamed Apache Canada Ltd.). Apache Canada Ltd. has adopted this
Plan, and Apache has approved its adoption, as of May 17, 1995, for
the eligible employees of Apache Canada Ltd.
Capitalized terms in this Appendix have the same meanings as
those given to them in the Plan. The regular terms of the Plan shall
apply to the employees of Apache Canada Ltd., except as provided
below.
Eligibility to Participate
Notwithstanding section 1.14, an employee of Apache Canada
Ltd. shall be a Covered Employee only if (1) he or she is either a
U.S. citizen or a U.S. resident, and (2) he or she was employed by
Apache or another Company immediately before becoming an employee of
Apache Canada Ltd. The provisions of Article II, which discuss when a
Covered Employee may participate in the Plan, shall apply without
modification to Covered Employees employed by Apache Canada Ltd.
Compensation
If the payroll of the Apache Canada Ltd. employee is handled
in the United States, then the definitions of Compensation in section
1.13 shall apply. To the extent that the payroll of the Apache Canada
Ltd. employee is handled outside of the United States, the following
definitions of Compensation shall apply in lieu of the definitions
found in subsections 1.13(a) and 1.13(b):
(a) Code section 415 Compensation. For purposes of
determining the limitation on Annual Additions under section 3.4 and
the minimum contribution under section 12.4 when the Plan is
top-heavy, Compensation shall mean foreign earned income (within the
meaning of Code section 911(b)) paid by the Company or an Affiliated
Entity, but shall not include any Participant Before-Tax Contributions
or any other elective contributions that are not includable in the
Employee's income pursuant to Code sections 125, 402(e)(3), 402(h), or
403(b). For purposes of section 3.4, Compensation shall be measured
over a Limitation Year. For purposes of section 12.4, Compensation
shall be measured over the portion of a Plan Year (i) after the
Employee has satisfied an eligibility requirement of section 2.1 and
(ii) while the Employee is a Covered Employee.
(b) Code Section 414(q) Compensation. For purposes of
identifying Highly Compensated Employees and Key Employees under
sections 1.26, 1.28, and 1.47, Compensation shall mean foreign earned
income (within the meaning of Code section 911(b)) paid by the Company
or an Affiliated Entity, including elective contributions that are not
includable in the Employee's income pursuant to Code sections 125,
402(e)(3), 402(h), or 403(b). For purposes of identifying Highly
Compensated Employees, Compensation shall be measured over a
Determination Year. Compensation shall include only amounts paid to
the Employee, and shall not include any additional amounts accrued by
the Employee.
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IN WITNESS WHEREOF, this Amendment has been executed the date set forth below.
APACHE CORPORATION
/s/ Roger B. Rice
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Roger B. Rice
Vice President, Human Resources and Administration