APA Corporation
2024 Performance Share Program Agreement
This 2024 Performance Share Program Agreement (the Agreement) relating to a conditional grant of Restricted Stock Units and a
Cash-Based Award (each, as defined in the definition section of the APA Corporation 2016 Omnibus Compensation Plan (the Plan)) (the Conditional Grant), dated as of the Grant Date set forth in the Notice of Award under the
2024 Performance Share Program attached as Schedule A hereto (the Award Notice), is made between APA Corporation (together with its Affiliates, the Company) and each Recipient. The Award Notice is included in and made part of
this Agreement.
In this Agreement and each Award Notice, unless the context otherwise requires, words and expressions shall have the
meanings given to them in the Plan except as herein defined.
Definitions
409A Change of Control means a Change of Control that constitutes, with respect to APA Corporation, a change in the
ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the
Code) and Treasury Regulations Section 1.409A-3(i)(5).
Award
Notice means the separate notice, along with Schedule B, given to each Recipient specifying the Target RSUs and Target Cash Award and other applicable performance percentage levels, performance criteria and applicable weighting percentages
for that individual.
Base Salary means, with regard to any Recipient, such Recipients annual base compensation
as an employee of the Company determined immediately prior to the beginning of the Performance Period, without regard to any bonus, pension, profit sharing, stock option, life insurance or salary continuation plan which the Recipient either receives
or is otherwise entitled to have paid on his or her behalf.
Conditional Grant means the conditional entitlement,
evidenced by this Agreement to receive all or a portion of the Target RSUs and the Target Cash Award and the Final RSU Amount and Final Cash Award Amount, subject to and in accordance with the provisions of this Agreement.
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.
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.
Final Amount means with regard to any Recipient, the sum of (i) the Final RSU Amount and (ii) the Final Cash
Award Amount.
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