APA APA Corporation

•  Begin Price: Average per share closing price of a share or share equivalent on the applicable stock exchange for the three calendar months immediately preceding the beginning of the performance period

•  End Price: Average per share closing price of a share or share equivalent on the applicable stock exchange for the last three calendar months of the performance period

•  Dividends: Includes dividends paid throughout performance period

•  Designated Peer Group:

•  Antero Resources Corporation

•  Chevron Corporation

•  Chord Energy Corporation

•  Civitas Resources, Inc.

•  ConocoPhillips Company

•  Coterra Energy Inc.

•  Devon Energy Corporation

•  Diamondback Energy, Inc.

•  EOG Resources, Inc.

•  EQT Corporation

•  Expand Energy Corporation

•  Exxon Mobil Corporation

•  Magnolia Oil & Gas Corporation

•  Matador Resources Company

•  Murphy Oil Corporation

•  Occidental Petroleum Corporation

•  Ovintiv Inc.

•  Permian Resources Corporation

•  Range Resources Corporation

•  SM Energy Company

•  S&P 500 Index

•  S&P 500 Index

•  APA’s performance over the three-year performance period will be directly ranked within the peer group, resulting in the application of a single multiplier to the target shares to derive the number of shares awarded. The multiplier will range from 0.0 to 2.0 based on the ranking achieved in the table set forth in the Measurement section below.

•  Should consolidation among peers in the marketplace occur, the ranking schedule would adjust to accommodate the reduced number of peers.

•  Cash Return on Invested Capital (“CROIC”)

CROIC will be evaluated over the three-year Performance Period against a performance target determined prior to March 31 at the beginning of the performance period. Performance will be measured based on the three-year average relative to target. The payout of the Cash Award will be determined based upon the three-year average CROIC.

The three-year average performance for CROIC will be interpolated as follows to determine the final achievement percentage for each metric.

There is a material diminution in the Participant’s base compensation, compared to his or her rate of base compensation on the date of the Change of Control.

There is a material diminution in the Participant’s authority, duties, or responsibilities.

There is a material diminution in the authority, duties, or responsibilities of the Participant’s supervisor, such as a requirement that the Participant (or his or her supervisor) report to a corporate officer or employee instead of reporting directly to the board of directors.

There is a material diminution in the budget over which the Participant retains authority.

There is a material change in the geographic location at which the Participant must perform his or her service, including, for example the assignment of the Participant to a regular workplace that is more than 50 miles from his or her regular workplace on the date of the Change of Control.

Conditional Grant of RSUs and Cash Award. Subject to the provisions of this Agreement and the provisions of the Plan and Grant Notice, the Company shall conditionally grant to the Participant, pursuant to the Plan, the right to receive the Target RSUs and the Target Cash Award. Such Target RSUs and Target Cash Award shall be adjusted to a Final RSU Amount and Final Cash Award Amount at the end of the Performance Period based upon the results of the applicable Performance Measures, as determined by the Committee. Notwithstanding the foregoing, the Target RSUs and Target Cash Award shall be adjusted to a Final RSU Amount and Final Cash Award Amount at the conclusion of the Performance Period solely for each Participant who remains employed or is deemed to be employed on account of Retirement as of the last day of the Performance Period. The award of the Final Amount shall give the Participant the right, upon vesting, to receive an amount of cash equal to the sum of (a) the Fair Market Value of an equal number of shares of $0.625 par value common stock of the Company (“Stock”) to that of the number of RSUs comprising the Final RSU Amount and (b) an amount of cash equal to the Cash Award comprising the Final Cash Award Amount.

Vesting and Payment of Cash. Subject to the provisions of sections 3, 4, and 5, the Payout Amounts shall be payable in increments strictly in accordance with the schedule set forth in the Grant Notice; provided that the Participant remains employed as an Eligible Person on such applicable vesting dates. Except as otherwise provided herein, such cash, subject to applicable withholding, shall be paid by the Company to the Participant within sixty (60) days of such vesting date.

Termination of Employment, Retirement, Death, or Disability prior to the end of the Performance Period. Except as set forth below, a cessation of employment with the Company prior to the end of the Performance Period will result in the Target RSUs and Target Cash Award being forfeited for all purposes.

If the Participant dies while employed by the Company regardless of whether Participant has accepted the Conditional Grants, or if the Participant is no longer employed by the Company by reason of Disability (as defined in this Agreement), during the Performance Period, the Participant shall be entitled to an amount equal to the Target RSUs and the Target Cash Award and shall become 100% vested therein. Payment shall be made as soon as administratively practicable, but in no event (i) in the case of death, shall the payment occur later than the last day of the calendar year following the calendar year in which such death occurs or (ii) in the case of cessation of employment by reason of Disability, shall the payment occur later than thirty (30) days following the date upon which the Participant is Disabled and is no longer employed by the Company. If clause (ii) is applicable and the payment period spans two consecutive calendar years, payment shall be made in the second calendar year of such consecutive calendar years. Such payment shall be made to the Participant’s designated beneficiary, legal representatives, heirs, or legatees, as applicable. Each Participant may designate a beneficiary on a form approved by the Committee.

If the Participant leaves the employment of the Company by reason of Retirement after the first three (3) months of the Performance Period (and not before) and prior to the end of the Performance Period, any Final RSU Amount and any Final Cash Award Amount not previously vested shall continue to vest following the Participant’s termination of employment by reason of Retirement as if the Participant remained an Eligible Person in the employ of the Company until the vesting dates set forth in section 2 above, provided that such Participant shall be entitled to continue vesting, but only if such Participant satisfies the Retirement conditions set forth in section 6 below (except in the case of death) and only with respect to the specified percentage of any such unvested Final RSU Amount or Final Cash Award Amount set forth in Exhibit A for a certain combination of age and Years of Service attained by the

Termination of Employment, Retirement, Death or Disability after the end of the Performance Period. Except as set forth below, each Conditional Grant shall be subject to the condition that the Participant has remained an Eligible Person from the award of the Conditional Grant of RSUs and the Cash Award until the applicable vesting date as follows:

If the Participant voluntarily leaves the employment of the Company (other than for reason of Retirement), or if the employment of the Participant is terminated by the Company for any reason or no reason, any Final Amounts not previously vested shall thereafter be void and forfeited for all purposes.

A Participant shall become 100% vested in any Final RSU Amount and any Final Cash Award Amount on the date the Participant dies while employed by the Company regardless of whether Participant has accepted the Conditional Grant (or while continuing to vest pursuant to section 4(c) below), or on the date the Participant is no longer employed by the Company by reason of Disability. Payment shall be made as soon as administratively practicable, but in no event (i) in the case of death, shall the payment occur later than the last day of the calendar year following the calendar year in which such death occurs or (ii) in the case of cessation of employment by reason of Disability, shall the payment occur later than thirty (30) days following the date the Participant is determined to be Disabled and is no longer employed by the Company. If clause (ii) is applicable and the payment period spans two consecutive calendar years, payment shall be made in the second calendar year of such consecutive calendar years. Such payment shall be made to the Participant’s designated beneficiary, legal representatives, heirs, or legatees, as applicable. Each Participant may designate a beneficiary on a form approved by the Committee.

If the Participant leaves the employment of the Company by reason of Retirement after the end of the Performance Period, any Final RSU Amount and any Final Cash Award Amount not previously vested shall continue to vest following the Participant’s termination of employment by reason of Retirement after the end of the Performance Period as if the Participant remained an Eligible Person in the employ of the Company until the vesting date set forth in section 2 above, provided that such Participant shall be entitled to continue vesting only if such Participant satisfies the Retirement conditions set forth in section 6 below (except in the case of death) and only with respect to the specified percentage of such unvested Final Amounts set forth in Exhibit A for a certain combination of age and Years of Service attained by the Participant as of the Participant’s Retirement under the Matrix set forth in Exhibit A. An amount of cash equal to the sum of (i) the Fair Market Value of an equal number of shares of Stock and (ii) an amount of cash equal to the Cash Award, in each case, that vests pursuant to this section 4(c) and subject to applicable withholding, shall be paid by the Company to the Participant who is retired, within sixty (60) days of such vesting date.

Change of Control.

Pursuant to Section 13.1(c)(iii) and (d) of the Plan, the following provisions of this section 5 of the Agreement shall supersede Sections 13.1(a), (b) and (c) of the Plan. Without any further action by the Committee or the Board, in the event of the Participant’s Involuntary Termination or Voluntary Termination with Cause occurring (i) on or after a Change of Control and (ii) prior to the end of the Performance Period, the Participant shall become 100% vested as of the date of such Involuntary Termination or Voluntary Termination with Cause in the Target RSUs and the Target Cash Award. Subject to section 12(b) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause, subject to required tax withholding.

In the event of a Participant’s Involuntary Termination or Voluntary Termination with Cause occurring on or after a Change of Control that occurs after the end of the Performance Period, the Participant shall become 100% vested in the Final RSU Amount and the Final Cash Award Amount as of the date of such Involuntary Termination or Voluntary Termination with Cause. Subject to section 12(b) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause, subject to required tax withholding.

In the event of a Change of Control following the Participant’s termination of employment by reason of Retirement, after the first three (3) months of the Performance Period and ending on the last day of the Vesting Period, the Participant, shall become 100% vested in the unvested Final RSU Amount and the unvested Final Cash Award Amount, each as of the date of the Change of Control. Subject to section 12(b) of this Agreement, payment shall occur within thirty (30) days of a 409A Change of Control provided that if no 409A Change of Control occurs during the Performance Period, nor during the period of continued vesting as set forth in section 3(b) and 4(c) of this Agreement, then the Final Amount shall be paid by the Company to the Participant who is retired, within sixty (60) days of the vesting dates (in the applicable percentage amounts) set forth in section 2 of this Agreement, subject to required tax withholding. In the event of a Change of Control prior to the Participant’s termination of employment by reason of Retirement and after the first three (3) months of the Performance Period and ending on the last day of the Vesting Period, the Participant shall become 100% vested in the unvested Final RSU Amount and the unvested Final Cash Award Amount, each as of the date that the Participant terminates employment by reason of Retirement. For the purpose of vesting as set forth in the prior sentence, a Participant’s Involuntary Termination or Voluntary Termination with Cause after a Change of Control shall be deemed a termination by reason of Retirement. Subject to section 12(b) of this Agreement, if the Participant terminates employment by reason of Retirement after a Change of Control, the Participant shall receive payment with respect to 100% of the Final Amount within sixty (60) days of the vesting dates (in the applicable percentage amounts) as set forth in section 2 of this Agreement, subject to required tax withholding.

Conditions to Post-Retirement Vesting.

Continued Vesting. If the Participant has attained age 55 and a certain combination of age and Years of Service set forth in the Matrix in Exhibit A attached hereto and terminates employment with the Company and the Affiliates by reason of Retirement after the first three (3) months of the Performance Period, it is agreed by the Company and the Participant that, subject to the provisions of this section 6(a) and section 6(b), such Participant shall continue to vest in the specified percentage of the unvested Final RSU Amount and the Final Cash Award Amount set forth in Exhibit A for the combination of age and Years of Service attained by such Participant as of his or her Retirement under the Matrix set forth in Exhibit A following the date of his or her termination by reason of Retirement as if the Participant continued in employment, provided that the Grant Date of the unvested RSUs and the Cash Award is prior to such termination date in an amount of time which allows the Participant to provide the written notice as follows and the Participant has provided advance written notice not before three (3) months following the Grant Date and not less than the number of months prior to such termination date as set forth in the schedule below to the Company’s Head of Human Resources or his or her delegate, and to his or her direct manager, regarding the Participant’s intent to terminate employment for reason of Retirement (the period commencing on the first day following the first three (3) months of the Performance Period and ending on the last day of the Vesting Period being the “Continued Vesting Period”); provided, however, a Participant who is at least age 55 and attained the necessary combination of age and Years of Service under the Matrix set forth in Exhibit A for Retirement need not provide such advance written notice of his or her intent to terminate employment by reason of Retirement if the Company elects to require such Participant to, or (as part of a reduction in force or otherwise in writing in exchange for a written release) offers such Participant the opportunity to, terminate employment with the Company by reason of Retirement.

Restrictions. In consideration of the benefit provided under paragraph (a) above, it is agreed by the Company and the Participant that, during the Continued Vesting Period, the Participant shall comply with the following restrictions.

No Competitive Business. The Participant shall refrain from becoming employed by, or consulting with, or becoming substantially involved in the business of, any business that competes with the Company or its Affiliate in the business of exploration or production of oil or natural gas wherever from time to time conducted throughout the world (a “Competitive Business”) and Participant shall provide to the Company, upon Company’s request, (x) a written certification, in a form provided by or satisfactory to the Company, as to Participant’s compliance with the forgoing conditions and/or (y) his/her U.S. Individual Income Tax Return for any return filed by the Participant which relates to any time during the Continued Vesting Period to allow the Company to verify that Participant has complied with the foregoing conditions; provided, that the Participant may purchase and hold for investment purposes less than five percent (5%) of the shares of any Competitive Business whose shares are regularly traded on a national securities exchange or inter-dealer quotation system, and provided further, that the Participant may provide services solely as a director of any Competitive Business whose shares are regularly traded on a national securities exchange or inter-dealer quotation system if, during the Continued Vesting Period, (i) the Participant only attends board and board committee meetings, votes on recommendations of management, and discharges his/her fiduciary obligations under the law and (ii) the Participant is not involved in, and does not advise or consult on, the marketing, government relations, customer relations, or the day-to-day management, supervision, or operations of such Competitive Business.

Non-Disparagement. The Participant shall refrain from making, or causing or assisting any other person to make, any oral or written communication to any third party about the Company, any Affiliate and/or any of the employees, officers, or directors of the Company or any Affiliate which impugns or attacks, or is otherwise critical of, the reputation, business, or character of such entity or person; or that discloses private or confidential information about their business affairs; or that constitutes an intrusion into their seclusion or private lives; or that gives rise to unreasonable publicity about their private lives; or that places them in a false light before the public; or that constitutes a misappropriation of their name or likeness.

Failure to Comply and Future Awards. Notwithstanding the foregoing provisions of this section 6 of the Agreement, (i) in the event that the Participant fails to satisfy any of the conditions set forth in paragraphs (a) and/or (b) above, the Participant shall not be entitled to vest in the specified percentage under the Matrix set forth in Exhibit A in any unvested Final RSU Amount or the unvested Final Cash Award Amount after the date of Retirement and the unvested Final RSU Amount and the unvested Final Cash Award Amount subject to this Agreement shall be forfeited and (ii) the Participant shall not have any right to continue to vest upon Retirement in any future awards granted under the Plan once the Participant provides the notice of Retirement as set forth in paragraph (a) above.

Prohibited Activity. In consideration for this Conditional Grant and except as permitted under section 6(b)(i) above, the Participant agrees not to engage in any Prohibited Activity while employed by the Company or within three years after the date of the Participant’s termination of employment. A “Prohibited Activity” will be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if any of the following occur.

Disclosure of Confidential Information. The Participant divulges any non-public, confidential, or proprietary information of the Company, but excluding information that (i) becomes generally available to the public other than as a result of the Participant’s public use, disclosure, or fault or (ii) becomes available to the Participant on a non-confidential basis after the Participant’s employment termination date from a source other than the Company prior to the public use or disclosure by the Participant, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by contractual, legal, or fiduciary obligation.

Competitive Business. The Participant, directly or indirectly, consults with or becomes affiliated with, participates or engages in, or becomes employed by any business that is competitive with the Company, wherever from time to time conducted throughout the world, including situations where the Participant solicits or participates in or assists in any way in the solicitation or recruitment, directly or indirectly, of any employees of the Company.

Disparagement. The Participant engages in publishing any oral or written statements about the Company, and/or any of its directors, officers, or employees that are disparaging, slanderous, libelous, or defamatory; or that disclose private or confidential information about their business affairs; or that constitute an intrusion into their seclusion or private lives; or that give rise to unreasonable publicity about their private lives; or that place them in a false light before the public; or that constitute a misappropriation of their name or likeness.

Payment and Tax Withholding. Upon receipt of any entitlement to cash under this Agreement and, if applicable, upon the Participant’s attainment of eligibility to terminate employment by reason of Retirement pursuant to section 4(c), the Participant shall make appropriate arrangements with the Company to provide for the amount of minimum tax and social security withholding, if any, required by law, including without limitation Sections 3102 and 3402 or any successor section(s) of the Code and applicable state and local income and other tax laws. The payment of a Payout Amount shall be based on the sum of (a) the Fair Market Value of the shares of Stock on the applicable date of vesting and (b) an amount of cash equal to the Cash Award to which such tax withholding relates. Where appropriate, cash shall be withheld by the Company to satisfy applicable tax withholding requirements rather than paid directly to the Participant.

Non-Transferability of Conditional Grant and Unvested Final Amount. The Conditional Grant and any unvested Final Amount shall not be transferable otherwise than by testamentary will or the laws of descent and distribution, or in accordance with a valid beneficiary designation on a form approved by the Committee, subject to the conditions and exceptions set forth in Section 15.2 of the Plan.

No Right to Continued Employment. Neither the RSUs, the Cash Award, or the cash payment pursuant to a Conditional Grant nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time for any reason or no reason. The Participant acknowledges and agrees that any right to receive RSUs, the Cash Award, or cash pursuant to a Conditional Grant is earned only by continuing as an employee of the Company at the will of the Company, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired, being granted the Conditional Grant, or acquiring RSUs, the Cash Award, or cash pursuant to the Conditional Grant hereunder.

The Plan. In consideration for these Conditional Grants, the Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. The Conditional Grants are Cash-Based Awards under Section 10 of the Plan and are subject to the provisions of the Plan governing Performance Awards. Unless defined herein, capitalized terms are used herein as defined in the Plan. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Plan and the prospectus describing the Plan can be found on the Company’s HR intranet and the Fidelity website (netbenefits.fidelity.com). A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at 2000 W. Sam Houston Pkwy S., Suite 200, Houston, Texas 77042, Attention: Corporate Secretary.

Compliance with Laws and Regulations.

Applicable Laws. The Conditional Grants and any obligation of the Company to deliver RSUs, the Cash Award, and cash hereunder shall be subject in all respects to (i) all applicable laws, rules, and regulations and (ii) any registration, qualification, approvals, or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.

Code Section 409A. These Conditional Grants are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and the rules and regulations issued thereunder and shall be administered accordingly. Notwithstanding anything in this Agreement to the contrary, if the RSUs or Cash Award constitute “deferred compensation” under Section 409A of the Code and any RSUs or the Cash Award become payable pursuant to the Participant’s termination of employment, settlement of the RSUs and the Cash Award shall be delayed for a period of six months after the Participant’s termination of employment if the Participant is a “specified employee” as defined under Code Section 409A(a)(2)(B)(i) and if required pursuant to Section 409A of the Code. If settlement of the RSUs and Cash Award is delayed, the RSUs and Cash Award shall be settled on the first day of the first calendar month following the end of the six-month delay period. If the Participant dies during the six-month delay, the RSUs and Cash Award shall be settled and paid to the Participant’s designated beneficiary, legal representatives, heirs or legatees, as applicable, as soon as practicable after the date of death. Notwithstanding any provision to the contrary herein, payments made with respect to these Conditional Grants may only be made in a manner and upon an event permitted by Section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service,” as such term is defined in Section 11.1 of the Plan. Participant shall not have any right to determine a date of payment of any amount under this Agreement. This Agreement may be amended without the consent of the Participant in any respect deemed by the Board or the Committee to be necessary in order to preserve compliance with Section 409A of the Code. If the Conditional Grant and this Agreement is subject to Section 409A of the Code and the rules and regulations issued thereunder, and, except as set forth in section 5(a), the vesting date shall be the “designated payment date” or “specified date” under Treasury Regulation 1.409A-3(d).

Notices. Unless otherwise provided in this Agreement, all notices by the Participant or the Participant’s assignees shall be addressed to the Administrative Agent, Fidelity, through the Participant’s account at netbenefits.fidelity.com, or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company’s records.

Other Plans. The Participant acknowledges that any income derived from the Conditional Grant shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Affiliate.

Terms of Employment. The Plan is a discretionary plan. The Participant hereby acknowledges that neither the Plan nor this Agreement forms part of the Participant’s terms of employment and nothing in the Plan may be construed as imposing on the Company or any Affiliate a contractual obligation to offer participation in the Plan to any employee of the Company or any Affiliate. The Company or any Affiliate is under no obligation to make further grants to any Participant under the Plan. The Participant hereby acknowledges that if the Participant ceases to be an employee of the Company or any Affiliate for any reason or no reason, the Participant shall not be entitled by way of compensation for loss of office or otherwise howsoever to any sum or other benefit to compensate the Participant for the loss of any rights under this Agreement or the Plan.

Data Protection. By accepting this Agreement (whether by electronic means or otherwise), the Participant hereby consents to the holding and processing of personal data provided by the Participant to the Company for all purposes necessary for the operation of the Plan. These include, but are not limited to:

administering and maintaining Participant records;

providing information to any registrars, brokers, or third-party administrators of the Plan; and

providing information to future purchasers of the Company or the business in which the Participant works.

Clawback Policy. If required by the Sarbanes-Oxley Act of 2002 and/or by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, each Participant’s Award shall be conditioned on repayment or forfeiture in accordance with applicable law. In addition, the Company’s Executive Compensation Clawback Policy is hereby incorporated by reference and shall form a part of this Agreement and each Participant’s Award shall be subject to such Policy. In connection with an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, Awards and payments in connection with Awards granted under this Agreement may be subject to recovery and Participant may be required to repay to the Company all or a portion of any Award or payments received in connection with any Award hereunder. In the event that the Company determines to seek recovery with respect to an Award under this Agreement, the Company will determine the appropriate means of recovery, which may vary, without limitation, between Participants or based on the nature of the applicable incentive compensation, and which may involve, without limitation, establishing a deferred repayment plan or set off against current or future compensation otherwise payable to an affected Participant. The amount of any applicable repayment shall be determined without regard to income taxes paid by the Participant or by the Company on the Participant’s behalf in connection with such Award; provided, however, the Participant may be entitled, if allowed under applicable laws, rules, and regulations, to a deduction for the tax year within which such amounts are repaid, and as a result, the timing of recovering the tax refund portion of such Award pursuant to the foregoing sentence shall (to the maximum extent practicable) be deferred to incorporate the timing of any such tax refund.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest extent permitted by law.

(A) after attaining age 60, the Option, to the extent vested and exercisable at such Retirement date, will be exercisable until the earlier to occur of (1) the third anniversary of such Retirement date or (2) the Expiration Date; or

(B) after attaining age 55 and a certain combination of age and Years of Service as set forth in the Matrix in Exhibit A attached hereto, (1) you will be deemed to continue to be employed for purposes of vesting in this Option and you will continue to vest over the Vesting Period in a specified percentage of the Shares in which you will continue to vest after Retirement and (2) to the extent vested and exercisable on or after such Retirement date, this Option will be exercisable for the number of Shares vested for purchase under this Option until the Expiration Date of this Option;

There is a material diminution in the Participant’s base compensation, compared to his or her rate of base compensation on the date of the Change of Control.

There is a material diminution in the Participant’s authority, duties, or responsibilities.

There is a material diminution in the authority, duties, or responsibilities of the Participant’s supervisor, such as a requirement that the Participant (or his or her supervisor) report to a corporate officer or employee instead of reporting directly to the board of directors.

There is a material diminution in the budget over which the Participant retains authority.

There is a material change in the geographic location at which the Participant must perform his or her service, including, for example the assignment of the Participant to a regular workplace that is more than 50 miles from his or her regular workplace on the date of the Change of Control.

Grant of the Option. Subject to the provisions of this Agreement and the provisions of the Plan and Grant Notice, the Company hereby grants to the Participant, pursuant to the Plan, the right and option (the “Option”) to purchase all or any part of the number of shares of $0.625 par value common stock of the Company (“Shares”) set forth in the Grant Notice at the Option Price per Share and on the other terms as set forth in the Grant Notice. The Option is intended to be a Non-Qualified Stock Option.

Exercisability of the Option. The Option shall vest and become exercisable in accordance with the exercisability schedule and other terms set forth in the Grant Notice. The Option shall terminate on the Expiration Date (the “Expiration Date”) set forth in the Grant Notice, subject to earlier termination as set forth in the Plan and this Agreement.

Method of Exercise of the Option.

The Participant may exercise the Option, to the extent then exercisable, by contacting Fidelity, the Plan’s Administrative Agent, at netbenefits.fidelity.com or calling 1-800-544-9354, specifying the number of Shares with respect to which such Option is being exercised.

At the time the Participant exercises the Option, the Participant shall pay the Option Price of the Shares as to which the Option is being exercised to the Company, subject to such terms, conditions, and limitations as the Committee may prescribe: (i) in cash, including the wire transfer of funds in U.S. dollars to Fidelity; (ii) by personal, certified, or cashier’s check payable in U.S. dollars sent or delivered to Fidelity; (iii) by delivery to Fidelity of certificates representing a number of Shares then owned by the Participant having an aggregate Fair Market Value at the Exercise Date equal to the aggregate Option Price; (iv) by certification or attestation to Fidelity of the Participant’s ownership as of the Exercise Date of a number of Shares having an aggregate Fair Market Value at the Exercise Date not greater than the aggregate Option Price; (v) by delivery to Fidelity of a properly executed written notice of exercise together with irrevocable instructions to a broker to promptly deliver to the Company, by wire transfer or check as provided in clause (i) or (ii) of this section 3(b), the amount of the proceeds of the sale of all or a portion of the Shares as to which the Option is so exercised or of a loan from the broker to the Participant necessary to pay the aggregate Option Price; or (vi) by a combination of the consideration provided for in the foregoing clauses (i), (ii), (iii), (iv), and (v).

The Company’s obligation to deliver the Shares to which the Participant is entitled upon exercise of the Option is conditioned on payment in full to the Company of the aggregate Option Price of those Shares and the required tax withholding related to such exercise.

Termination. The Option shall terminate upon termination of the Participant’s employment with the Company and the Affiliates for any reason, and no Shares may thereafter be purchased under the Option except as provided below. Notwithstanding anything contained in this Agreement, the Option shall not be exercised after the Expiration Date.

Termination by Company or Affiliate without Cause or by Participant. If such termination of the Participant’s employment is by the Company or an Affiliate without Cause or by the Participant other than under circumstances described in paragraph (b), (c), (d), or (e) of this section 4, the Option, to the extent exercisable as of the date of such termination, shall thereafter be exercisable for a period of three months from the date of such termination.

Death and Disability. If such termination of the Participant’s employment is due to the Participant’s death (regardless of whether the Participant has accepted the Grant) or Disability, the Option, and 100% of the Shares subject to the Option, shall thereafter be exercisable until the earlier to occur of (i) the first anniversary of the date of such termination or (ii) the Expiration Date.

Retirement. If the Participant leaves the employment of the Company and the Affiliates by reason of Retirement, such Participant shall be entitled to continue exercising or continue vesting, as applicable, but only if such Participant satisfies the applicable Retirement conditions set forth in section 5 below (except in the case of death).

Termination for Cause. If the Participant’s employment is terminated by the Company or an Affiliate for Cause, as defined in Section 11.2 of the Plan, then the portion of the Option that has not been exercised shall immediately terminate.

Change of Control. In the event of a Participant’s Involuntary Termination or Voluntary Termination with Cause occurring on or after a Change of Control that occurs during the Vesting Period (or during the Continued Vesting and Exercise Period, if any, under section 5(b) below), the Participant shall become 100% vested in the unvested Options granted to the Participant pursuant to the Grant Notice as of the date of such Involuntary Termination or Voluntary Termination with Cause (or if accelerated vesting is due to the application of the Continued Vesting and Exercise Period under section 5(b) below, the date of the Change of Control), and all such newly vested Options shall thereafter be fully exercisable as of such date.

Conditions to Post-Retirement Exercise or Vesting.

Additional Exercise Period. If the Participant has attained age 60 and such Participant terminates employment with the Company and the Affiliates by reason of Retirement, it is agreed by the Company and the Participant that any Options granted to the Participant pursuant to the Grant Notice, to the extent vested and exercisable at such Retirement date, shall thereafter be exercisable for all or any portion of the full number of Shares available for purchase under the Option until the earlier to occur of (1) the third anniversary of the date of such Retirement or (2) the Expiration Date (the “Additional Exercise Period”).

Continued Vesting and Exercise Period. If the Participant has attained age 55 and a certain combination of age and Years of Service set forth in the Matrix in Exhibit A attached hereto and terminates employment with the Company and the Affiliates by reason of Retirement, it is agreed by the Company and the Participant that, subject to the provisions of this section 5(b) and section 5(c), (i) such Participant shall continue to vest in the specified percentage of the unvested Options set forth in Exhibit A for the combination of age and Years of Service attained by such Participant as of his or her Retirement under the Matrix set forth in Exhibit A following the date of his or her termination by reason of Retirement as if the Participant continued in employment, provided that the Grant Date of the unvested Options is prior to such termination date in an amount of time which allows the Participant

Restrictions. In consideration of the benefit provided under paragraph (a) or (b) above, as applicable, it is agreed by the Company and the Participant that, during the Additional Exercise Period or the Continued Vesting and Exercise Period, as applicable, the Participant shall comply with the following restrictions.

No Competitive Business. The Participant shall refrain from becoming employed by, or consulting with, or becoming substantially involved in the business of, any business that competes with the Company or its Affiliate in the business of exploration or production of oil or natural gas wherever from time to time conducted throughout the world (a “Competitive Business”) and Participant shall provide to the Company, upon Company’s request, (x) a written certification, in a form provided by or satisfactory to the Company, as to Participant’s compliance with the forgoing conditions and/or (y) his/her U.S. Individual Income Tax Return for any return filed by the Participant which relates to any time during the Additional Exercise Period or the Continued Vesting and Exercise Period, as applicable, to allow the Company to verify that Participant has complied with the foregoing conditions; provided, that the Participant may purchase and hold for investment purposes less than five percent (5%) of the shares of any Competitive Business whose shares are regularly traded on a national securities exchange or inter-dealer quotation system, and provided further, that the Participant may provide services solely as a director of any Competitive Business whose shares are regularly traded on a national securities exchange or inter-dealer quotation system if, during the Additional Exercise Period or the Continued Vesting and Exercise Period, as applicable, (i) the Participant only attends board and board committee meetings, votes on recommendations of management, and discharges his/her fiduciary obligations under the law and (ii) the Participant is not involved in, and does not advise or consult on, the marketing, government relations, customer relations, or the day-to-day management, supervision, or operations of such Competitive Business.

Non-Disparagement. The Participant shall refrain from making, or causing or assisting any other person to make, any oral or written communication to any third party about the Company, any Affiliate and/or any of the employees, officers, or directors of the Company or any Affiliate which impugns or attacks, or is otherwise critical of, the reputation, business, or character of such entity or person; or that discloses private or confidential information about their business affairs; or that constitutes an intrusion into their seclusion or private lives; or that gives rise to unreasonable publicity about their private lives; or that places them in a false light before the public; or that constitutes a misappropriation of their name or likeness.

Failure to Comply and Future Awards. Notwithstanding the foregoing provisions of this section 5 of the Agreement, (i) in the event that the Participant fails to satisfy any of the conditions set forth in paragraphs (a), (b), and/or (c) above, the Participant shall not be entitled to exercise or vest in any unexercised or unvested Options after the date of Retirement and the unexercised or unvested Options subject to this Agreement shall be forfeited and (ii) the Participant shall not have any right to continue to vest upon Retirement in any future awards granted under the Plan once the Participant provides the notice of Retirement as set forth in paragraph (b) above.

Prohibited Activity. In consideration for this Grant and except as permitted under section 5(c)(i) above, the Participant agrees not to engage in any Prohibited Activity while employed by the Company or within three years after the date of the Participant’s termination of employment. A “Prohibited Activity” will be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if any of the following occur.

Disclosure of Confidential Information. The Participant divulges any non-public, confidential or proprietary information of the Company, but excluding information that (i) becomes generally available to the public other than as a result of the Participant’s public use, disclosure, or fault or (ii) becomes available to the Participant on a non-confidential basis after the Participant’s employment termination date from a source other than the Company prior to the public use or disclosure by the Participant, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by contractual, legal, or fiduciary obligation.

Competitive Business. The Participant, directly or indirectly, consults with or becomes affiliated with, participates or engages in, or becomes employed by any business that is competitive with the Company, wherever from time to time conducted throughout the world, including situations where the Participant solicits or participates in or assists in any way in the solicitation or recruitment, directly or indirectly, of any employees of the Company.

Disparagement. The Participant engages in publishing any oral or written statements about the Company, and/or any of its directors, officers, or employees that are disparaging, slanderous, libelous, or defamatory; or that disclose private or confidential information about their business affairs; or that constitute an intrusion into their seclusion or private lives; or that give rise to unreasonable publicity about their private lives; or that place them in a false light before the public; or that constitute a misappropriation of their name or likeness.

Non-Transferability of the Option. The Option shall not be transferable otherwise than by testamentary will or the laws of descent and distribution, or in accordance with a valid beneficiary designation on a form approved by the Committee, and is exercisable, during the lifetime of the Optionee, only by him or her, subject to the conditions and exceptions set forth in Section 15.2 of the Plan.

Taxes and Withholdings. At the time of receipt of Shares upon the exercise of all or any part of the Option, the Participant shall pay to the Company in cash (or make other arrangements, in accordance with Section 12 of the Plan, for the satisfaction of) any taxes of any kind and social security payments due or potentially payable or required to be withheld with respect to such Shares; provided, however, that pursuant to any procedures, and subject to any limitations as the Committee may prescribe and subject to applicable law, the Participant may elect to satisfy, in whole or in part, such withholding obligations by (a) directing Fidelity, as the Plan’s Administrative Agent, to withhold Shares otherwise issuable to the Participant upon exercise of the Option; (b) certification or attestation to Fidelity of the Participant’s ownership, as of the Exercise Date, of a number of Shares having an aggregate Fair Market Value as of the Exercise Date not greater than such tax and other obligations; and/or (c) delivery to Fidelity of a number of

No Rights as a Shareholder. Neither the Participant nor any other person shall become the beneficial owner of the Shares subject to the Option, nor have any rights to dividends or other rights as a shareholder with respect to any such Shares, until the Participant has actually received such Shares following the exercise of the Option in accordance with the terms of the Plan and this Agreement.

No Right to Continued Employment. Neither the Option nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time for any reason or no reason. The Participant acknowledges and agrees that any right to exercise the Option is earned only by continuing as an employee of the Company at the will of the Company, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired, being granted the Option, or acquiring Shares hereunder.

The Plan. In consideration for this Grant, the Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. Unless defined herein, capitalized terms are used herein as defined in the Plan. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Plan and the prospectus describing the Plan can be found on the Company’s HR intranet and the Fidelity website (netbenefits.fidelity.com). A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at 2000 W. Sam Houston Pkwy S., Suite 200, Houston, Texas 77042, Attention: Corporate Secretary.

Compliance with Laws and Regulations.

Applicable Laws, Listing, and Registration. The Option and any obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable laws, rules, and regulations and (ii) any registration, qualification, approvals, or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Option may not be exercised if its exercise, or the receipt of Shares pursuant thereto, would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration, or qualification of Shares upon any national securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent, or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

Rule 144 Compliance. It is intended that the issuance of the Shares received upon the exercise of the Option shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.

If Registration Statement Not Effective. If at the time of exercise of all or part of the Option, a registration statement with respect to the issuance of the Shares is not effective under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Notices. Unless otherwise provided in this Agreement, all notices by the Participant or the Participant’s assignees shall be addressed to the Administrative Agent, Fidelity, through the Participant’s account at netbenefits.fidelity.com, or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company’s records.

Other Plans. The Participant acknowledges that any income derived from the exercise of the Option shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Affiliate.

Terms of Employment. The Plan is a discretionary plan. The Participant hereby acknowledges that neither the Plan nor this Agreement forms part of the Participant’s terms of employment and nothing in the Plan may be construed as imposing on the Company or any Affiliate a contractual obligation to offer participation in the Plan to any employee of the Company or any Affiliate. The Company or any Affiliate is under no obligation to grant further Options or Shares to any Participant under the Plan. The Participant hereby acknowledges that if the Participant ceases to be an employee of the Company or any Affiliate for any reason or no reason, the Participant shall not be entitled by way of compensation for loss of office or otherwise howsoever to any sum or other benefit to compensate the Participant for the loss of any rights under this Agreement or the Plan.

Data Protection. By accepting this Agreement (whether by electronic means or otherwise), the Participant hereby consents to the holding and processing of personal data provided by the Participant to the Company for all purposes necessary for the operation of the Plan. These include, but are not limited to:

administering and maintaining Participant records;

providing information to any registrars, brokers, or third-party administrators of the Plan; and

providing information to future purchasers of the Company or the business in which the Participant works.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest extent permitted by law.