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EXHIBIT 10.29
APACHE CORPORATION
NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
As Amended and Restated December 12, 1997
PURPOSE
The purpose of the Non-Employee Directors' Compensation Plan (the
"PLAN") is to set forth certain of the compensation arrangements for members of
the board of directors (the "BOARD") of Apache Corporation ("APACHE") who are
not also employees of Apache ("NON-EMPLOYEE DIRECTORS"). The Plan supersedes
the Directors' Deferred Compensation Plan; however, all elections previously
made thereunder shall remain in effect in respect of the Plan. The Plan does
not supersede or amend in any way any other arrangements relating to
Non-Employee Directors including specifically, without limitation, the Equity
Compensation Plan for Non-Employee Directors, the Outside Directors' Retirement
Plan, indemnification provisions of Apache's charter or bylaws, or policies
with respect to reimbursement of expenses.
PLAN PROVISIONS
1. BOARD RETAINER. Each Non-Employee Director shall be paid, as
soon as practicable following accrual, the Board retainer fees set forth below:
(a) $5,000.00 shall be paid to each Non-Employee Director
at the end of each calendar quarter during which such Non-Employee
Director served as a member of Apache's Board ("CASH RETAINER FEE");
(b) $2,500.00 in value of Apache common stock, par value
$1.25 per share ("STOCK"), shall be paid from Apache's treasury shares
to each Non-Employee Director at the end of each calendar quarter
during which such Non-Employee Director served as a member of Apache's
Board ("STOCK RETAINER FEE"). The number of shares of Stock shall be
determined by dividing $2,500.00 by the per share closing price of the
Stock as reported on the New York Stock Exchange, Inc. Composite
Transactions Reporting System (the "Composite Tape") as of the trading
day prior to the last trading day of the relevant calendar quarter,
with any fractional shares to be paid to the director in cash; and
(c) In the event that a Non-Employee Director serves as a
member of Apache's Board for less than an entire calendar quarter, the
fees payable pursuant to Sections 1 (a) and (b) hereof shall be
prorated on the basis of the number of weeks served during such
calendar quarter.
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2. COMMITTEE RETAINERS. Each Non-Employee Director serving on
any committee of Apache's Board shall be paid, as soon as practicable, the
committee retainer fee ("COMMITTEE RETAINER FEE") set forth below:
(a) $500.00 shall be paid to each Non-Employee Director
at the end of each calendar quarter in respect of each committee on
which such Non-Employee Director served during such quarter;
(b) $1,000.00 shall be paid to each Non-Employee Director
at the end of each calendar quarter in respect of each committee on
which such Non-Employee Director served as chairperson during such
quarter; and
(c) In the event that a Non-Employee Director serves on
any committee of Apache's Board and/or as chairperson of any committee
of Apache's board for less than an entire calendar quarter, the fees
payable pursuant to Sections 2 (a) and (b) hereof shall be prorated on
the basis of number of weeks served during such calendar quarter.
3. ATTENDANCE FEES. Each Non-Employee Director shall receive an
attendance fee ("ATTENDANCE FEE") of $1,000.00 for each meeting of the Board
and of any committee thereof attended, such fee to be paid at each such meeting
or as soon thereafter as practicable.
4. OPTIONAL DEFERRAL OF FEES.
(a) DEFERRABLE FEES. A Non-Employee Director may defer
all or any portion of any unpaid Cash Retainer Fee, Stock Retainer
Fee, Committee Retainer Fee, and Attendance Fee, all of which are paid
to Non-Employee Directors with respect to their services performed as
a director on the Board ("DEFERRABLE FEES"). No other payments to
Non-Employee Directors may be deferred including, without limitation,
any expense reimbursement, any award under Apache's Equity
Compensation Plan for Non-Employee Directors or benefits payable under
Outside Directors' Retirement Plan.
(b) FORM OF DEFERRAL. Any Cash Retainer Fees and
Committee Retainer Fees may be deferred in the form of cash or in the
form of Stock. Any Stock Retainer Fees may be deferred only in the
form of Stock. Any Attendance Fees may be deferred only in the form
of cash. Any Cash Retainer Fees, Stock Retainer Fees and/or Committee
Retainer Fees which are deferred in the form of Stock by a
Non-Employee Director shall not be issued until such deferral is
terminated; however, Apache shall at all times have reserved from its
treasury shares for issuance pursuant hereto to deferring Non-Employee
Directors a number of shares at least equal to the number of shares of
Stock issuable pursuant to the terms of the Plan.
(c) NUMBER OF SHARES. For any Cash Retainer Fees, Stock
Retainer Fees and/or Committee Retainer Fees deferred in the form of
Stock, the number of shares of Stock shall be determined by dividing
the amount of such fees by the per share closing price of the Stock as
reported on the Composite Tape as of the trading day prior to the last
trading day of the relevant calendar quarter, with any fractional
shares to be deferred in the form of cash.
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(d) ELECTION TO DEFER. A Non-Employee Director's
election to defer ("ELECTION") all or any portion of Deferrable Fees
shall be effected by execution of a Directors' Deferred Compensation
Agreement between the participating director and Apache ("AGREEMENT"),
a copy of the form of which is attached hereto as Exhibit A. An
Agreement must be executed by the deferring Non-Employee Director and
provided to Apache's Corporate Secretary on or before December 31 of
the year prior to the year for which deferral is elected. Once
executed, an Agreement shall be irrevocable with respect to the year
made, the form of deferral, and the Deferrable Fees designated for
deferral (the "DEFERRED COMPENSATION"), and shall remain in effect
with respect to all subsequent years until the Agreement is terminated
or amended. All elections to defer Deferrable Fees previously made in
respect of the Directors' Deferred Compensation Plan shall constitute
valid Elections in respect of the Plan. Upon full or partial
termination of deferral by a Non-Employee Director, the cash and/or
Stock shall be paid and/or issued to such Non-Employee Director
pursuant to the terms of such Non-Employee Director's Agreement.
(e) TERMINATION OR MODIFICATION OF ELECTION. Any
termination of an Election shall be made in writing and provided to
Apache's Corporate Secretary on or before December 31 of the year
prior to the year for which the termination is to be effective. Any
modification or amendment of an Election shall be made by executing a
new Agreement which shall supersede any previous Agreement. Such new
Agreement must be executed by the deferring Non-Employee Director and
provided to Apache's Corporate Secretary on or before December 31 of
the year prior to the year for which the amended Election is to be
effective. Upon termination or modification of an Election, all
Deferred Compensation payable to the Non-Employee Director terminating
or modifying the Election shall be paid in accordance with the
provisions of such Non-Employee Director's then effective Agreement,
as modified or amended.
(f) DIVIDENDS AND INTEREST; NO VOTING. All Deferrable
Fees deferred in the form of and payable in Stock which are deferred
by a Non-Employee Director shall accrue dividends denominated in the
cash value thereof as if such Stock were issued and outstanding as and
when dividends are payable in respect of such Stock. All Deferrable
Fees deferred in the form of and payable in cash which are deferred by
a Non-Employee Director, plus all previously accrued dividends and
interest, shall accrue interest at the end of each calendar quarter or
as of and through the date of payment of Deferred Compensation, as
appropriate. The rate of interest per diem shall equal (i) the annual
rate of interest earned by Apache's short-term marketable securities
portfolio, or (ii) an equivalent index or market rate for similar
investments in short-term marketable securities, divided by the number
of days elapsed in the relevant period. Non-Employee Directors shall
have no right to vote any Stock which constitutes Deferred
Compensation prior to the date on which share certificates
representing such Stock are issued.
(g) MEMORANDUM ACCOUNT. Apache will maintain a separate
Deferred Compensation memorandum account ("MEMORANDUM ACCOUNT") for
each deferring Non-Employee Director. All Deferred Compensation and
accrued dividends and interest accumulated in each Memorandum Account
will be classified in the same category as other unsecured creditors
and accounts payable of Apache, and neither the deferring Non-Employee
Director nor his or her beneficiary or estate shall have any property
interest whatsoever in any specific assets of Apache. All
distributions from a Memorandum Account of Deferred
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Compensation deferred in the form of cash, and of accrued interest and
dividends, shall be paid in cash, and all distributions from a
Memorandum Account of Deferred Compensation deferred in the form of
Stock shall be made by issuance of shares of Stock.
(h) TERMINATION OF DIRECTORSHIP. Upon retirement or
other termination of a Non-Employee Director's directorship with
Apache, or on a date specifically designated in a Non-Employee
Director's Agreement, any balance in such Non-Employee Director's
Memorandum Account shall be paid in cash and/or Stock, as applicable,
(a) in a lump sum, or (b) in annual installments over a ten-year
period (or over such shorter period as designated in the deferring
Non-Employee Director's Agreement) beginning with the first business
day of the calendar year immediately following retirement or other
termination of such Non-Employee Director's directorship.
(i) ASSIGNMENT AND TRANSFER. The right of the deferring
Non-Employee Director or any other person to receive payments under
the Plan shall not be assigned, transferred, pledged or encumbered,
except by will or by the laws of descent and distribution. Upon the
death of a deferring Non-Employee Director, any balance remaining in
such Non-Employee Director's Memorandum Account at the time of death
shall be paid in cash and/or Stock, as applicable, in a lump sum to
his or her designated beneficiary or, if there is no designated
beneficiary, to his or her estate as soon as practicable after such
Non-Employee Director's death.
(j) ADJUSTMENTS IN STOCK. In the event of any merger,
consolidation, liquidation, dissolution, recapitalization or
reorganization of Apache, split, subdivision or consolidation of
shares of Stock, the payment of a stock dividend, or any other
material change in Apache's capital structure, the number of shares of
Stock shown in each deferring Non-Employee Director's Memorandum
Account shall be adjusted to reflect that number of shares of Stock or
such cash, securities or other property to which such Non-Employee
Director would have been entitled if, immediately prior thereto, such
Non-Employee Director had been the holder of record of the number of
shares of Stock shown in the Memorandum Account. Notwithstanding the
foregoing, the issuance by Apache of Stock, rights, options or
warrants to acquire Stock, or securities convertible or exchangeable
into Stock in consideration of cash, property, labor or services,
whether or not for fair value, shall not result in an adjustment
pursuant to this paragraph.
5. AMENDMENT OF PLAN. The Plan may be amended from time to time
or terminated by vote of the Board. Upon such amendment or termination,
Non-Employee Directors shall not be entitled to receive pursuant to the Plan
any compensation or other rights or benefits not accrued hereunder prior to the
time of amendment or termination hereof; provided, however, that no such Plan
amendment or termination shall impair any rights of Non-Employee Directors to
amounts previously accrued pursuant to the Plan or accumulated in such
Non-Employee Director's Memorandum Account.
6. SUCCESSORS AND ASSIGNS. The Plan is binding upon Apache and
its successors and assigns. The Plan shall continue in effect from year to
year unless and until revoked by the Board. Any such revocation shall operate
only prospectively and shall not affect the rights and obligations under
elections previously made.
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7. DEFINED TERMS. Except when otherwise indicated by the
context, the definition of any term herein in the singular shall also include
the plural, and the masculine gender shall also include the feminine gender.
8. GOVERNING LAW. The Plan and all Agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Texas.
December 12, 1997
ATTEST: APACHE CORPORATION
/s/ Cheri L. Peper /s/ Daniel L. Schaeffer
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Cheri L. Peper Daniel L. Schaeffer
Corporate Secretary Vice President, Human Resources
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EXHIBIT A
APACHE CORPORATION
DIRECTOR'S DEFERRED COMPENSATION AGREEMENT
THIS DIRECTOR'S DEFERRED COMPENSATION AGREEMENT is made this ___ day of
December, 1997 between Apache Corporation, a Delaware corporation ("Apache"),
and [NAME] (the "Non-Employee Director"), pursuant to the terms of the Apache
Corporation Non-Employee Directors' Compensation Plan (the "Plan"). All terms
used but not defined herein shall have the meanings ascribed thereto in the
Plan.
WITNESSETH, that the parties hereto hereby agree as follows:
1. DEFERRALS. The indicated percentages of the following fees payable to
the Non-Employee Director will be deferred in the succeeding calendar year, and
from year-to-year thereafter until this Agreement is terminated or amended, and
will be credited to the Non-Employee Director's Memorandum Account as of the
dates such fees, as appropriate, are regularly paid:
(a) Cash Retainer Fees
_____ percent of all accrued; deferred in the form of [ ] cash
or [ ] Stock.
(b) Stock Retainer Fees
_____ percent of all accrued; deferred in the form Stock.
(c) Committee Retainer Fees
_____ percent of all accrued; deferred in the form of [ ] cash
or [ ] Stock.
(d) Attendance Fees
_____ percent of all accrued; deferred in the form of cash.
2. MEMORANDUM ACCOUNT. All amounts deferred in the form of cash and/or
Stock pursuant to the Plan, together with dividends and interest provided for
in Section 4(f) of the Plan, will be accumulated in the Non-Employee Director's
Memorandum Account. The Non-Employee Director, his or her beneficiary, and all
amounts accumulated in the Non-Employee Director's Memorandum Account will be
classified in the same category as other unsecured creditors and accounts
payable of Apache.
3. TIME OF PAYMENT. Payments in cash and/or issuances of shares of Stock
from the Non-Employee Director's Memorandum Account are to be made (check one):
[ ] upon retirement or other termination as a director of Apache,
or
[ ] on ________________, ______. (indicate specific date)
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4. MANNER OF PAYMENT. Payments from the Non-Employee Director's
Memorandum Account are to be made (check one):
[ ] in cash and/or Stock, as applicable, in a lump sum, or
[ ] in cash and/or Stock, as applicable, in annual installments
over a ten-year period beginning with the first business day
of the calendar year immediately following retirement or other
termination as a director of Apache or, alternatively, the
date specified in Section 3 hereof, or
[ ] in cash and/or Stock, as applicable, in annual installments
over a ______-year period beginning with the first business
day of the calendar year immediately following retirement or
other termination as a director of Apache or, alternatively,
the date specified in Section 3 hereof.
5. DIVIDENDS/INTEREST DURING INSTALLMENT PERIODS. Dividends/interest
provided for in Section 4(f) of the Plan will continue to accrue on the
remaining balances in the Non-Employee Director's Memorandum Account during any
installment periods.
6. NON-ASSIGNABILITY. The right to receive payments under the Plan is
non-assignable (except as set forth in Section 7 hereof), may not be
transferred, and is not subject to attachment or levy for any debts of the
Non-Employee Director.
7. DESIGNATED BENEFICIARY. The Non-Employee Director hereby designates
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(Please Print Name and Relationship or "N/A")
as beneficiary to receive any balance remaining in the Non-Employee Director's
Memorandum Account at the time of the Non-Employee Director's death. If the
Non-Employee Director is married as of the date of this Agreement and the
beneficiary designated above is not the Non-Employee Director's spouse, the
Non-Employee Director's spouse must consent to such designation by signing the
"Consent to Beneficiary Designation" set out below. At the time of the
Non-Employee Director's death, any balance remaining in the Non-Employee
Director's Memorandum Account will be paid in cash and/or Stock, as applicable,
in a lump sum to the Non-Employee Director's designated beneficiary or, if
there is no designated beneficiary, to the Non-Employee Director's estate.
8. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be given by first class registered or
certified mail, postage prepaid, or by personal delivery to the appropriate
party, addressed:
(a) If to Apache, to Apache Corporation at its principal place of
business at 2000 Post Oak Boulevard, Suite 100, Houston, Texas
77056-4400 (Attention: Office of the Secretary) or at such
other address as may have been furnished to the Non-Employee
Director in writing by Apache; or
(b) If to the Non-Employee Director, at the address indicated
below the Non-Employee Director's signature, or at such other
address as may have been furnished to Apache by the
Non-Employee Director.
Any such notice shall be deemed to have been given as of the second day after
deposit in the United States Postal Service, postage prepaid, properly
addressed as set forth above, in the case of mailed notice, or as of the date
delivered in the case of personal delivery.
9. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
IN PRESENCE OF:
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Witness [NAME]
Non-Employee Director
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Social Security Number
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Address
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City, State, Zip Code
ATTEST: APACHE CORPORATION
By:
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Cheri L. Peper Daniel L. Schaeffer
Corporate Secretary Vice President, Human Resources
CONSENT TO BENEFICIARY DESIGNATION IN SECTION 7 ABOVE
I understand that if the Non-Employee Director designates a
beneficiary other than his or her spouse, the spouse must consent to such
designation. I hereby consent to the beneficiary designated in Section 7 of
this Agreement.
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Date Signature of Spouse
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