Consulting Agreement

EXHIBIT 10.32


CONSULTING AGREEMENT


THIS AGREEMENT is entered into between APACHE CORPORATION ("Apache"), a Delaware corporation and Bijan Mossavar-Rahmani ("BM-R") effective March 15, 1994.


RECITALS


Since January 1, 1988, BM-R has served Apache with diligence and integrity as an officer and employee.


Apache and BM-R wish to provide for the termination of BM-R's tenure as an officer and employee of Apache.


Apache wishes to provide for continued service by BM-R as a consultant to Apache.


Apache and BM-R wish to establish standards of confidentiality and conduct between them.


Apache and BM-R wish to fully and finally settle all other rights, matters and claims that may exist between them.


AGREEMENT


For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Apache and BM-R agree as follows:


1. Resignation. Effective 6 P.M. Central Standard Time, March 15, 1994, BM-R's employment with Apache shall terminate and, as a result, BM-R resigns all positions as director, officer and committee member of Apache, its subsidiaries and affiliated companies except as set out in this agreement. To facilitate the intent of this agreement, BM-R shall be entitled to use the title President of Apache International, Inc. but shall have no management responsibilities or authority subsequent to the effective date of this agreement. BM-R shall also retain his position as a director of Compagnie des Energies Nouvelles de Cote d'Ivoire and as president of Apache Cote d'Ivoire, Inc.


2. Consulting. Apache engages BM-R to render consulting services to Apache and its subsidiaries for the period commencing March 16, 1994 and continuing through September 16, 1995 ("consulting period"). This period may be extended by agreement of both parties in writing.


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3. Services. During the consulting period, BM-R shall perform such consulting services as are reasonably requested by the Chief Operating Officer of Apache ("the COO"). BM-R shall not be required to maintain any office hours. BM-R shall provide consulting services in an attempt to commercialize Apache International, Inc.'s Australian gas via export and to continue to represent Apache International, Inc. in negotiations towards realization of the Foxtrot project in Cote d'Ivoire. In carrying out his duties hereunder, BM-R shall not enter into any new binding commitment on behalf of Apache International, Inc. that is substantial or financially material without the prior written consent of the COO. The parties anticipate that BM-R's performance of requested services hereunder will consume no more than half of his available working time in any given month. Apache will provide office support services to BM-R in its Houston headquarters.


4. Other Activities. BM-R shall be free to accept employment with any organization and to engage in any business enterprise on his own behalf during the consulting period or thereafter, whether or not the organization or enterprise competes with Apache, so long as BM-R complies with Section 2, 3, 5, and 6 of this agreement. If BM-R desires to accept employment with or provide services to another organization, and if that employment creates a conflict of interest with the services to be provided by BM-R in Section 3 or with any ongoing fiduciary obligations to Apache, then BM-R shall promptly inform the COO of that opportunity and obtain consent of the COO before accepting conflicting employment, which consent will not be unreasonably withheld. Nothing contained in this agreement shall be construed to prohibit BM-R from practicing his profession in the future so long as BM-R honors the continuing obligations of this agreement.


5. Goodwill. During the period of this agreement, BM-R shall generally foster, maintain and promote the reputation and image of Apache, its subsidiaries and affiliates. Apache shall generally foster, maintain and promote the reputation and image of BM-R. Apache shall not hinder or discourage the future employment of BM-R.


6. Confidentiality. In addition to his fiduciary responsibilities and his responsibilities as an officer not to disclose certain information of or relating to Apache, BM-R shall not disclose information of a nonpublic nature relating to Apache's business or the business of Apache's subsidiaries and affiliates. Notwithstanding the foregoing, BM-R shall be permitted to disclose such nonpublic information relating to Apache as is in good faith necessary to allow BM-R to effectively provide the services called for in Section 3 above. In cases where it is reasonable and appropriate, BM-R shall first obtain consent to a confidentiality agreement prepared by the General Counsel of Apache from parties requesting nonpublic information from or relating to Apache. Nothing in this confidentiality provision shall be construed to prohibit BM-R from investing or participating in his individual capacity in, or from assisting or advising other clients interested in pursuing, such deals, projects, prospects or business opportunities that Apache, its subsidiaries and affiliates have abandoned, rejected, sold, or have no continuing commitment, obligation, financial or property interest, whether currently vested or contingent.


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7. Monthly Payment. On or before the 16th day of each calendar month during the consulting period commencing March 1994, BM-R shall invoice Apache for services in the amount of $13,333.33 and Apache shall pay BM-R the invoiced amount on or before the first day of the next calendar month. The invoiced amount shall continue to be paid without regard to BM-R's employment by another organization in accordance with Section 4 above, his participation in a partnership, or his engagement in business for his own account. Failure or tardiness by BM-R in invoicing Apache shall not waive or release BM-R's right to payment, but amounts invoiced more than 5 business days late by BM-R shall not be due until 10 business days after invoice. BM-R may invoice Apache for the initial monthly payment prior to inception of the consulting period.


8. Expense Reimbursement. Subject to Apache's travel policies governing its executives, Apache shall promptly, but in no event more than 30 days after invoicing, reimburse BM-R for all travel, airline, room, entertainment, meals, beverages, car rental, communications and other out- of-pocket expenses incurred by BM-R in the course of performing his consulting obligations under this agreement, provided that the general purpose for such consulting expenses is approved in advance by Apache and when reasonable and practical, airline ticketing and hotel accommodations are arranged for through Apache's travel department. In the event BM-R incurs travel expenses for another client while traveling for Apache, Apache shall pay only its proportionate share of the expenses incurred based on a formula agreed upon in advance by BM-R and Apache.


9. Benefits. During the consulting period (including any period of disability or following death), Apache shall:


o a) provide medical, dental and vision benefits to BM-R and
his spouse and dependents to the same extent, and subject to the
same premium co-payments, as are extended to Apache executives;


o b) provide life insurance and disability benefits
(including supplemental group life insurance) to BM-R to the same
extent as extended to Apache executives;


o c) provide SOS, Control Risk (including kidnapping and political
risk protection coverage) and supplemental travel insurance
normally provided to Apache executives; and


o d) maintain coverage of BM-R under Apache's director and officer
liability insurance for activities undertaken by BM-R pursuant
to this agreement.


In addition to terminating at the conclusion of the consulting period, the foregoing benefits shall terminate to the extent that comparable replacement benefits are offered by an employer with which BM-R accepts employment. Apache shall not impair the cash value of any life insurance currently maintained by Apache for BM-R, and that cash value shall remain the


3 4 property of BM-R. Apache shall cause its employees, insurance carriers and agents to cooperate fully with BM-R in managing an ...