ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the Agreement) is made as of March 1, 2021, by and between Apache Corporation, a Delaware corporation (Assignor), and APA Corporation, a Delaware corporation (Assignee).
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as the date hereof (the Merger Agreement), by and among Assignor, Assignee, and APA Merger Sub, Inc., a Delaware corporation (Merger Sub), at the Effective Time, (i) Merger Sub will be merged with Assignor (the Merger), with Assignor surviving the Merger as a wholly-owned subsidiary of Assignee, pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, and (ii) each outstanding share of common stock, par value $0.625 per share, of Assignor (the Assignor Common Stock) will be converted into one share of common stock, par value $0.625 per share, of Assignee (the Assignee Common Stock), with the same designations, rights, powers, and preferences, and the qualifications, limitations, and restrictions thereof, as the shares of Assignor Common Stock immediately prior to the Merger (the Reorganization); and
WHEREAS, in connection with the Reorganization, Assignor has agreed to assign to Assignee, and Assignee has agreed to assume from Assignor, (i) any employee, director, and executive compensation plans pursuant to which the Surviving Corporation is obligated to, or may, issue equity securities to its directors, officers, or employees (collectively, all such plans, including any such plans listed on Exhibit A hereto, and any currently-effective amendments thereto and/or restatements thereof, the Stock Incentive Plans), (ii) each equity-based award agreement, program, sub-plan, notice, and/or similar agreement entered into or issued pursuant to the Stock Incentive Plans, and each outstanding award granted or assumed thereunder (collectively, the Award Agreements), and (iii) the other agreements and plans listed on Exhibit A hereto (the Other Agreements and Plans and, collectively with the Stock Incentive Plans and the Award Agreements, the Assumed Agreements).
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the receipt and sufficiency of which is acknowledged by the parties hereto, the parties intending to be legally bound, agree as follows:
Section 1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to them in the Merger Agreement.
Section 2. Assignment. Effective as of the Effective Time, Assignor hereby assigns to Assignee all of its rights and obligations under the Assumed Agreements.
Section 3. Assumption. Effective as of the Effective Time, Assignee hereby assumes all of the rights and obligations of Assignor under the Assumed Agreements and agrees to abide by and perform all terms, covenants, and conditions of Assignor under the Assumed Agreements. In consideration of the assumption by Assignee of all of the rights and obligations of Assignor under the Assumed Agreements, Assignor agrees to pay all expenses incurred by Assignee in
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