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EXHIBIT 10.14
CORPORATE INCENTIVE COMPENSATION PLAN "B"
(Strategic Objectives Format)
1. PURPOSE OF THE PLAN
Apache Corporation (the "Company") adopts this Corporate Incentive
Compensation Plan "B" (the "Plan") effective January 1, 1998. The
purpose of this Plan is to provide incentive to certain officers,
directors, managers and key personnel to achieve specified strategic
objectives. The Corporate Incentive Compensation Plan "B" is intended
to incentivize the accomplishment of specified strategic objectives
that will:
o Enhance the Company's financial position,
o Create greater interaction and involvement by management, and
o Encourage and develop a longer term strategic perspective.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board of Directors (the
"Board"), except to the extent that the Plan delegates authority to the
Management Development and Compensation Committee (the "Committee") of
the Board, and except to the extent that the Board otherwise delegates
or provides.
The Committee shall administer the Plan and make recommendations to the
Board concerning selection of employees eligible to participate in the
Plan (the "Participants") and the funding of the Plan.
Senior management as designated by the Committee ("Senior Management")
shall be responsible for the management of the Plan including the
development and on-going monitoring of the strategic objectives. The
Committee will review the status of the objectives at their regular
meetings as appropriate. The Committee's assessment of achievement of
the objectives shall be made at their first regular meeting of each
calendar year based on a review by Senior Management.
All actions, decisions, and determinations of the Committee concerning
the Plan and its administration shall be subject only to review by the
Board to the extent the Board deems review appropriate, and shall
otherwise be final, conclusive and binding upon the Company, its
shareholders, subsidiaries, affiliates, employees and officers, and
upon all Participants and all other affected persons.
3. ELIGIBLE DEPARTMENTS
The Committee upon recommendation of the Chairman and/or the
President/COO will designate Participants in the Plan from the
following listing of departments of the Company (the "Departments").
The Committee may, as appropriate, add individual departments to or
remove individual departments from the listing.
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Accounting Gas Flow Legal
Administrative Services Human Resources Public & Int'l. Affairs
Business Development Information Technology Reservoir Engineering
Corporate Planning Internal Audit Technical Services
Crude Oil Marketing Investor Relations Treasury
Environmental Health Land Administration Officers (as specified)
& Safety
4. PARTICIPATION
The Vice President of each Department will recommend the employees of
that Department eligible to be Participants in the Plan and the maximum
percent of each Participant's salary that may be awarded if the Plan is
funded for that year. The Chairman and/or President/COO shall review
the Department recommendations and submit the final list of
Participants and salary allocations to the Committee.
5. CORPORATE AND PERSONAL OBJECTIVES
-CORPORATE OBJECTIVES-
Senior Management shall be responsible for the development and
administration of the objective listing, although all eligible
personnel are expected to contribute to the listing and completion of
the objectives. The listing of the objectives shall be dynamic and
responsive to changing business conditions. The Company's officers
shall meet regularly to assess the completeness and appropriateness of
the current listing and recommend to Senior Management additions,
deletions or modifications to the listing of objectives.
The objectives shall be annualized for incentive purposes, but be broad
enough to have potential impact beyond the current year. Each objective
shall have written, defined, measurable outcomes, timeframes for
achievement and assigned responsibility. Additionally, objectives shall
be weighted numerically to designate overall importance and impact in
corporate achievement.
Each objective shall have a corresponding percent of total weighting,
based on a maximum percent total equal to 133% (100% goal attainment
equals maximum 133% pool funding). As the number of objectives and
numerical weighting totals change during the year, the corresponding
percent, based on weighting will change.
-PERSONAL GOALS-
Each of the Company's executive officers will establish personal goals
relating to cost reduction, operational improvements, program or
project enhancements or other objectively determinable goals that
support the strategic and financial goals of the Company. Personal
goals will be approved by the officer's superior.
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All non-officer Participants will establish personal objectives each
year by March 1. All objectives must be agreed upon and approved by the
Participant, his immediate supervisor and the Department Vice
President.
6. DISTRIBUTION
Awards under the Plan shall be determined as follows:
Officers as designated by the Committee who are Participants in this
Plan shall have:
a) eligible salary equal to 50% of base compensation,
b) up to 75% of eligible salary be recommended by achievement of
corporate objectives as reviewed and approved by the
Committee,
c) up to 25% of eligible percent of salary be recommended by
achievement of personal objectives, and
d) when a Participant demonstrates extraordinary performance
contributing directly to the substantial achievement of a
corporate objective, the CEO and/or the President/COO may
recommend that the Committee approve an award greater than the
Participant's allotted maximum.
All non-officer participants shall have:
a) eligible salary from 10 to 40% of base compensation as
recommended by the Department Vice President and approved by
the Chairman and/or the President/COO and the Committee
(Eligible salary shall be determined by position level in the
Company),
b) up to 50% of eligible percent of salary as recommended by
achievement of corporate objectives, as reviewed and approved
by the Committee,
c) up to 50% of eligible percent of salary as recommended by
achievement of personal objectives, and
d) when a Participant demonstrates extraordinary performance
contributing directly to the substantial achievement of a
corporate objective, the CEO and/or the President/COO may
recommend that the Committee approve an award greater than the
Participant's allotted maximum.
Recommendations concerning achievement of personal goals shall be made by the
Vice President of the Participant's Department after the review with the
Participant and shall be approved by the Chairman and/or the President/COO
within 45 days of the end of the Plan year.
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Distribution of a Participant's award, if any, shall be made on or before 90
days after the end of the Plan year (the "Distribution Date"). A portion(s) of
the award may be deferred to future years, dependent upon the payout/funding
mechanism as recommended annually by the Committee.
7. MISCELLANEOUS PROVISIONS
Neither this Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employ of the
Company or interfere in any way with the right of the Company to
determine a Participant's compensation or any other terms of
employment.
A Participant's rights and interests under this Plan may not be
assigned, transferred, attached, pledged, mortgaged or hypothecated.
The Company has the right to offset from a Participant's award any
amounts due from the Participant to the Company.
A Participant shall be entitled to an award under the Plan only if the
Participant is employed by the Company or an affiliated company on the
Distribution Date for the applicable Plan year. If a Participant dies, retires,
or suffers a disability after receiving an award allocation, but prior to the
Distribution Date, special provisions may be granted for that Participant by the
Committee.
This Plan, in combination with the Corporate Incentive Plan "A", supercedes and
replaces the Company's Corporate Administrative Group Incentive Plan, as amended
effective January 1, 1990.
8. AMENDMENT AND TERMINATION
The Board, upon recommendation by the Committee, may at any time
suspend, amend, modify or terminate the Plan; provided that no
suspension, amendment, modification, or termination shall alter or
impair any rights or obligations to any award distributed previously
under the Plan. If this Plan is terminated during any incentive period
for which Participants have been selected to participate, the Board
may, in its sole discretion, make provision for payment of awards as it
deems appropriate.
9. GOVERNING LAW
The Plan shall be construed in accordance with and governed by the laws
of the State of Texas.
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Dated this 16th day of July, 1998.
Attest:
/s/ CHERI L. PEPER /s/ RAYMOND PLANK
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Corporate Secretary Raymond Plank
Chairman & Chief Executive Officer
/s/ CHERI L. PEPER /s/ G. STEVEN FARRIS
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Corporate Secretary G. Steven Farris
President & Chief Operating Officer
/s/ CHERI L. PEPER /s/ DANIEL L. SCHAEFFER
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Corporate Secretary Daniel L. Schaeffer
Vice President, Human Resources