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APA Corporation

01/10/2025 | Press release | Distributed by Public on 01/10/2025 08:45

Management Change/Compensation Form 8 K

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2025, the Management Development and Compensation Committee of the Board of Directors of APA Corporation (the "Company") approved both a new form of Performance Share Program Agreement (the "Performance Share Program Agreement") and a new form of Stock Option Award Agreement (the "Option Award Agreement," and, together with the Performance Share Program Agreement, the "Award Agreements"). Pursuant to the Award Agreements, the Company will award performance shares ("Performance Shares") and stock options to purchase shares of the Company's common stock, respectively, to the Company's executive officers under the Company's 2016 Omnibus Compensation Plan, as amended.

The Performance Share Program Agreement mirrors the Company's previous form of performance share program agreement, except that the Performance Share Program Agreement provides that vesting of the Performance Shares is based on two individually weighted measures of performance: Relative Total Shareholder Return (60%) and Cash Return on Invested Capital (40%).

The Option Award Agreement mirrors the Company's previous form of stock option award agreement utilized in 2018, with updates based on amendments made to the previously issued stock option award agreements, which include, but are not limited to, revising the definition of "Involuntary Termination."

The foregoing descriptions of the Award Agreements do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the Performance Share Program Agreement and the Option Award Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.