8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2010

APACHE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-4300	41-0747868
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 5, 2010, upon approval by the Stock Option Committee of the board of directors of Apache Corporation (“Apache”), Apache and each of Messrs. G. Steven Farris, Roger B. Plank, John A. Crum, and Rodney J. Eichler (each a “grantee”) executed a first amendment (the “Amendment”) to the 2010 Performance Program Award Agreement and the Award Notice, attached thereto as Schedule A and incorporated therein by reference (collectively, the “2010 Performance Award Grant Agreement”). The 2010 Performance Award Grant Agreement was dated January 15, 2010, and filed with Apache’s Current Report on Form 8-K on January 19, 2010.

Pursuant to the 2010 Performance Award Grant Agreement, each grantee was issued a Conditional Grant (as defined in the 2010 Performance Award Grant Agreement) of restricted stock units, which Conditional Grant is to be multiplied by a factor that ranges from 0 to 2.5, depending on Apache’s total shareholder return (“TSR”) as compared to its peer companies (as listed in the 2010 Performance Award Grant Agreement) at the end of a three-year performance period. Pursuant to the Amendment the payout for each grantee is modified so that it is limited to 1.00 times the amount of the Conditional Grant if (i) the calculated TSR is negative and (ii) Apache’s TSR calculated ranking among the peer companies results in an above 1.00 times payout. This description of the Amendment is a summary and is qualified in its entirety by the terms of the complete version of this document, which is attached to this 8-K as Exhibit 10.1, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Apache held on Thursday, May 6, 2010, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

• The following nominees for directors were elected to serve three-year terms expiring in 2013:

Nominee	For		Against		Abstentions		Broker Non-Votes
Eugene C. Fiedorek		257,855,165		5,580,313		324,028		24,291,021
Patricia Albjerg Graham		238,020,196		25,395,937		343,373		24,291,021
F. H. Merelli		248,649,378		14,789,020		321,108		24,291,021

• Ratification of Ernst & Young LLP as Apache’s independent auditors for fiscal year 2010:

For	Against		Abstentions		Broker Non-Votes
285,176,735		2,534,825		338,967		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of First Amendment, effective May 5, 2010, to 2010 Performance Program Agreement, dated January 15, 2010, between Registrant and each of G. Steven Farris, John A. Crum, Rodney J. Eichler, and Roger B. Plank.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APACHE CORPORATION
Date: May 11, 2010	/s/ Roger B. Plank
	Roger B. Plank, President
	(Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Form of First Amendment, effective May 5, 2010, to 2010 Performance Program Agreement, dated January 15, 2010, between Registrant and each of G. Steven Farris, John A. Crum, Rodney J. Eichler, and Roger B. Plank.

EX-10.1

Exhibit 10.1

Apache Corporation
First Amendment to 2010 Performance Program Award Notice and Agreement

Recipient Name: [            ]

Grant Date: January 15, 2010

Grant: A Conditional Grant related to                      Restricted Stock Units

WHEREAS, Apache Corporation has granted you a Conditional Grant of Restricted Stock Units under the 2010 Performance Program and the Apache Corporation 2007 Omnibus Equity Compensation Plan pursuant to your 2010 Performance Program Award Notice and Agreement (the “Grant Agreement”); and

WHEREAS, Apache and you desire to amend the Grant Agreement as provided herein;

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, receipt of which is hereby acknowledged, the Recipient and Apache hereby consent and agree as follows:

1.	Defined Terms: All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Grant Agreement, as amended by this First Amendment.
2.	The definition of Performance Measure in the Award Notice is hereby amended by adding the following at the end thereof:
	“Notwithstanding the above, in the event that Apache Corporation’s TSR is negative for the Performance Period and the Company’s TSR rank amongst the Peer Group companies for the Performance Period is from one (1) to seven (7), the Multiple of Target Amount shall be limited to 1.00.”
3.	Section 1 of the 2010 Performance Program Agreement is hereby deleted in its entirety and substituted therefor with the following:
	“1. Conditional Grant of RSUs. Subject to the provisions of this Agreement and the provisions of the Plan and Award Notice, the Company shall conditionally grant to the Recipient, pursuant to the Plan, a right to receive the Target Amount of RSUs set forth in the Recipient’s Award Notice. Such Target Amount shall be adjusted to a Final Amount at the end of the Performance Period based upon the results of the Performance Measure, as determined by the Committee, provided, however, in the event that the Company’s TSR for the Performance Period is negative and Company’s Performance Measure ranking is from one (1) to seven (7), Grantee shall receive a Final Amount at the end of the Performance Period that is equal to the Target Amount of RSUs multiplied by 1.00. Notwithstanding the foregoing, the Target Amount shall be adjusted to a Final Amount of RSUs at the conclusion of the Performance Period solely for each Recipient who remains employed as of the last day of the Performance Period. The award of the Final Amount shall give the Recipient the right, upon vesting, to an equal number of shares of $0.625 par value common stock of the Company (“Stock”).”

Executed this May 5, 2010, effective for all purposes as provided above.

Apache Corporation

By:

Name:

Title:

Recipient

By:

Name: [                                       ]