Apache Corporation Non-Employee Directors’ Restricted Stock Units Program Specifications (Amended and Restated May 15, 2013)
Apache Corporation has established a program under its 2011 Omnibus Equity Compensation Plan to grant restricted stock units (RSUs) to non-employee directors as part of their compensation. Eligible directors receive annual RSU awards, which vest in two installments: half 30 days after the grant and half 12 months later. Upon vesting, directors can choose to receive their award in shares or a mix of cash and shares. The program continues until the underlying equity plan ends, and vesting accelerates if a director dies or is terminated without cause. No dividend equivalents are paid on these RSUs.
Exhibit 10.28
Apache Corporation
Non-Employee Directors’ Restricted Stock Units Program Specifications
As Amended and Restated May 15, 2013
| Share Plan: | 2011 Omnibus Equity Compensation Plan (the “Omnibus Plan”), the terms of which are incorporated herein by reference. |
| Administration: | This Program will be administered by the Stock Option Plan Committee of the Company’s Board of Directors. |
| Eligible Participants: | Members of the Company’s Board of Directors who are neither officers nor employees of the Company. |
| Objective: | The program is designed to be administered in conjunction with the provisions of the current Non-Employee Directors’ Compensation Plan as a means to recognize the non-employee directors for services rendered through the awarding of equity compensation. |
| Grant Date: | August 15, 2013, and annually thereafter |
| Grant*: | Restricted Stock Units (“RSUs”) the number of which is calculated by dividing the target dollar value set by the Board of Directors from time to time by the Fair Market Value (as defined in the Omnibus Plan) of a share of Apache Common Stock on the date of grant. If the calculated number of RSUs includes a fraction, the number shall be rounded down to the nearest whole number. |
| Program Term: | Until termination of the Omnibus Plan |
| Vesting: | 50% - 30 days after grant |
| 50% - 12 months after grant |
| Payment: | Payment upon vesting shall be made, at the election of the director, either (i) 100 percent in shares of Apache Common Stock or (ii) 40 percent in cash and 60 percent in shares of Apache Common Stock. Election must be made at time of grant and will be applicable to both vestings. |
| Dividend Equivalents | No dividend equivalents on grants made under the Program on or after July 19, 2012. |
| Other Events: | Accelerated vesting upon death or termination without cause, including retirement. |
*These grants do not result in any change to the cash retainers for board and committee service paid under the provisions of the Non-Employee Directors’ Compensation Plan.
