Restricted Stock Unit Award Agreement
This Restricted Stock Unit Award Agreement (the Agreement) relating to a grant of Restricted Stock Units is a Cash-Based Award under Section 10 of the Apache Corporation 2016 Omnibus Compensation Plan (the Plan) (the Grant), dated as of the Grant Date set forth in the Notice of Award under the Agreement attached as Schedule A hereto (the Grant Notice), is made between Apache Corporation (together with its Affiliates, the Company) and each Recipient. The Grant Notice is included in and made part of this Agreement.
In this Agreement and each Grant Notice, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan except as herein defined.
Disability or Disabled means the Recipient is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Recipient agrees that a final and binding determination of Disability will be made by the Companys representative under the Companys group long-term disability plan or any successor thereto or, if there is no such representative and there is a dispute as to the determination of Disability, it will be decided in a court of law in Harris County, Texas.
Grant Notice means the separate notice given to each Recipient specifying the number of RSUs granted to the Recipient (the Grant).
Fair Market Value means the fair market value of a share of the Stock as determined by the Committee by the reasonable application of such reasonable valuation method, consistently applied, as the Committee deems appropriate; provided, however, that if the Committee has not made such determination, such fair market value shall be the per share closing price of the Stock as reported on NASDAQ or on such other exchange or electronic trading system as, on the date in question, reports the largest number of traded shares of stock; provided further, however, that if there are no Stock transactions on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were Stock transactions.
Involuntary Termination means the termination of employment of the Recipient by the Company or its successor for any reason on or after a 409A Change of Control; provided, that the termination does not result from an act of the Recipient that constitutes common-law fraud, a felony, or a gross malfeasance of duty.
Payout Amount means the vested portion of the Grant expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.
Recipient means an Eligible Person designated by the Committee at the Grant Date to receive one or more Grants under the Plan.