Assignment by Apache of Stock Incentive Plans, Award Agreements, and Other Agreements and Plans to APA
In connection with the Reorganization, on March 1, 2021, APA and Apache entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), pursuant to which, effective as of the Effective Time of the Merger, Apache assigned to APA, and APA assumed, all obligations of Apache under (i) Apache’s employee, director, and executive compensation plans, including Apache’s deferred delivery plan, pursuant to which Apache is obligated to, or may, issue equity securities to its directors, officers, or employees, including any currently-effective amendments thereto and/or restatements thereof (the “Stock Incentive Plans”), (ii) Apache’s equity-based award agreements, programs, sub-plans, notices, and/or similar agreements entered into or issued pursuant to the Stock Incentive Plans, and each outstanding award granted or assumed thereunder (collectively, the “Award Agreements”), and (iii) certain other agreements and plans, including Apache’s income continuance plan, outside directors’ retirement plan, and executive termination policy (the “Other Agreements and Plans” and, collectively with the Stock Incentive Plans and the Award Agreements, the “Assumed Agreements”). At the Effective Time of the Merger, each of the Assumed Agreements was automatically deemed to be amended as necessary to provide that references to Apache in such Assumed Agreement will be read to refer to APA and references to Apache Common Stock in such Assumed Agreement will be read to refer to APA Common Stock.
The foregoing description of the Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the Assignment and Assumption Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Amendments to Apache’s Retirement Plans
Effective March 1, 2021, Apache approved amendments (the “Retirement Amendments”) to the Apache Corporation 401(k) Savings Plan (the “Apache 401(k) Plan”), the Apache Corporation Non-Qualified Retirement/Savings Plan (the “Apache NQ Plan”), and the Apache Corporation Non-Qualified Restorative Retirement Savings Plan (the “Apache NQ Restorative Plan”, and together with the Apache 401(k) Plan and the Apache NQ Plan, the “Apache Retirement Plans”). Following the Reorganization, the executive officers of APA continue to be entitled to participate in the Apache Retirement Plans, which were retained by Apache in the Reorganization. The Retirement Amendments are intended to better align the Apache Retirement Plans with the Reorganization.
The Retirement Amendment to the Apache 401(k) Plan includes replacing the definition of “change of control” in the vesting schedule with a cross reference to such definition in APA’s Income Continuance Plan, as amended and restated March 1, 2021. The description of the Retirement Amendment to the Apache 401(k) Plan is qualified in its entirety by reference to the Retirement Amendment to the Apache 401(k) Plan, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
The Retirement Amendments to the Apache NQ Plan and Apache NQ Restorative Plan include revising the references to Apache in the definition of “Change of Control” in each plan to be read to refer to APA. The description of the Retirement Amendments to the Apache NQ Plan and Apache NQ Restorative Plan is qualified in its entirety by reference to the Retirement Amendments to the Apache NQ Plan and Apache NQ Restorative Plan, copies of which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standards; Transfer of Listing.
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Following the consummation of the Reorganization, APA Common Stock continues to trade on the Nasdaq on an uninterrupted basis under the ticker symbol “APA”.
The information set forth in Item 1.01 under the heading “Adoption of Agreement and Plan of Merger and Consummation of Reorganization” and in Item 5.03 is hereby incorporated by reference in this Item 3.01.