Executive Restricted Stock Plan

Exhibit 10.36


APACHE CORPORATION


EXECUTIVE RESTRICTED STOCK PLAN


Amended and Restated December 14, 2005, Effective as of January 1, 2005


SECTION 1 INTRODUCTION


1.1 Establishment.


Apache Corporation, a Delaware corporation (hereinafter referred to,
together with its Affiliated Corporations (as defined below) as the
"Company" except where the context otherwise requires), established the
Apache Corporation Executive Restricted Stock Plan (formerly known as the
Pilot Executive Restricted Plan), effective as of May 2, 2002 (the "Plan").


1.2 Purposes.


The primary purpose of the Plan is to focus the energies of the Company's
executive and regional officers on significantly increasing shareholder
wealth by increasing such officers' ownership of the Company's equity.
Additional purposes of the Plan include the retention of existing key
employees and as an additional inducement in the recruitment of talented
personnel in a competitive environment.


SECTION 2 DEFINITIONS


2.1 Definitions.


(a) "AFFILIATED CORPORATION" means any corporation or other entity
(including but not limited to a partnership) that is affiliated with
Apache Corporation through stock ownership or otherwise and is treated
as a common employer under the provisions of Sections 414(b) and (c)
or any successor section(s) of the Internal Revenue Code.


(b) "BOARD" means the Board of Directors of the Company.


(c) "COMMITTEE" means the Stock Option Plan Committee of the Board or such
other committee of the Board that is empowered hereunder to administer
the Plan. The Committee shall be constituted at all times so as to
permit the Plan to be administered by "non-employee directors" (as
defined in Rule 16b-3 of the Securities Exchange Act of 1934, as
amended).


(d) "DEFERRED DELIVERY PLAN" means the Company's Deferred Delivery Plan,
as it has been or may be amended from time to time, or any successor
plan.


(e) "DEFERRED RESTRICTED UNITS" means investment units under the Deferred
Delivery Plan.


(f) "ELIGIBLE EMPLOYEES" means executive and regional officers of the
Company.


(g) "FAIR MARKET VALUE" means the closing price of the Stock as reported
on The New York Stock Exchange, Inc. Composite Transactions Reporting
System ("Composite Tape") for a particular date. If there are no Stock
transactions on such date, the Fair


1


Market Value shall be determined as of the immediately preceding date
on which there were Stock transactions.


(h) "GRANT" has the meaning set forth in Section 6 hereof.


(i) "GRANT AGREEMENT" has the meaning set forth in Section 6 hereof.


(j) "GRANT DATE" means for any Grant the date specified in the applicable
resolutions of the Committee


(k) "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as it
may be amended from time to time.


(l) "PARTICIPANT" means an Eligible Employee designated by the Committee
from time to time during the term of the Plan to receive one or more
Grants of Plan Units under the Plan.


(m) "PLAN UNITS" means investment units, each of which is equivalent in
value to one share of Stock.


(n) "STOCK" means the $0.625 par value common stock of the Company.


2.2 Headings; Gender and Number.


The headings contained in the Plan are for reference purposes only and
shall not affect in any way the meaning or interpretation of the Plan.
Except when otherwise indicated by the context, the masculine gender shall
also include the feminine gender, and the definition of any term herein in
the singular shall also include the plural.


SECTION 3 PLAN ADMINISTRATION


The Plan shall be administered by the Committee. In accordance with the provisions of the Plan, the Committee shall, in its sole discretion, adopt rules and regulations for carrying out the purposes of the Plan, including, without limitation, selecting the Participants from among the Eligible Employees, appointing designees or agents (who need not be members of the Committee or employees of the Company) to assist the Committee with the administration of the Plan, and establishing such other terms and requirements as the Committee may deem necessary or desirable and consistent with the terms of the Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or in any Grant Agreement entered into hereunder, in the manner and to the extent it shall deem expedient and the Committee shall be the sole and final judge of such expediency. No member of the Committee shall be liable for any action or determination made in good faith. The determinations, interpretations, and other actions of the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons.


SECTION 4 STOCK SUBJECT TO THE PLAN


4.1 Number of Shares.


Subject to Sections 4.3 and 6.1 hereof, up to 450,000 shares of Stock
(adjusted to 945,000 shares for (i) the Company's five-percent stock
dividend, record date March 12, 2003, paid April 2, 2003, and (ii) the
Company's two-for-one stock split, record date December 31,


2


2003, distributed January 14, 2004) are authorized for issuance under the
Plan upon conversion of any Plan Units in accordance with the Plan's terms
and subject to such restrictions or other provisions as the Committee may
from time to time deem necessary. Shares of Stock issued pursuant to the
conversion of any Plan Units or related Deferred Restricted Units awarded
hereunder shall be applied to reduce the maximum number of shares of Stock
remaining available for use under the Plan. The Company shall at all times
during the term of the Plan and while any Plan Units or related Deferred
Restricted Units are outstanding retain as authorized and unissued Stock
and/or Stock in the Company's treasury, at least the number of shares from
time to time required under the provisions of the Plan, or otherwise assure
itself of its ability to perform its obligations hereunder.


4.2 Other Shares of Stock.


Any shares of Stock that are subject to issuance upon conversion of a Plan
Unit or related Deferred Restricted Unit that expires, is forfeited, is
cancelled, or for any reason is terminated, and any shares of Stock that
for any other reason are not issued to a Participant or are forfeited shall
automatically become available for use under the Plan.


4.3 Certain Adjustments.


If the Company shall at any time increase or decrease the number of its
outstanding shares of Stock (other than by way of issuing Stock in a public
or private offering for cash or property) or change in any way the rights
and privileges of such shares by means of a dividend or any other
distribution upon such shares payable in Stock, or through a split,
subdivision, consolidation, combination, reclassification, or
recapitalization involving the Stock or a subscription for shares of Stock
that has the effect of diluting the Company's capital (hereinafter a
"capital restructuring"), then for purposes of determining the entitlement
to payments under Section 6, the number of shares of Stock authorized for
issuance under this Section 4 shall be equitably and proportionally
adjusted to take into account any capital restructuring. Any adjustment
...