exv10w2






Exhibit 10.2




ANADARKO PETROLEUM CORPORATION 1201 LAKE ROBBINS DRIVE, THE WOODLANDS, TEXAS 77380

P.O. BOX 1330 HOUSTON, TEXAS 77251-1330 U.S.A. PH. (832)636-1000









PERSONAL AND CONFIDENTIAL




[Date]




Dear                                         :



The Compensation and Benefits Committee of the Anadarko Petroleum Corporation (the “Company”,
including where applicable affiliates of the Company) Board of Directors (the “Committee”) has made
an award of Performance Units (“PUs”) to you under the Anadarko Petroleum Corporation 2008 Omnibus
Incentive Compensation Plan, as may be amended from time to time (the “Plan”). The PUs are subject
to all terms and conditions of the Plan, the summary of the Plan (the “Prospectus”) and the
provisions of this Award Agreement. Unless defined herein, capitalized terms shall have the
meaning assigned to them under the Plan. The Plan is available on the Anadarko intranet website at
the following address: [internal website address].



You have been awarded                      PUs as your target. The vesting of these PUs is dependent upon
the Company’s relative Total Shareholder Return (“TSR”) over the specified Performance Periods.
Fifty percent (50%) of the target PUs are subject to a two-year Performance Period that begins
[date] and ends [date] (the “[year] Performance Period”) and 50% of the target PUs are subject to a
three-year Performance Period that begins [date] and ends [date] (the “[year] Performance Period”).
The [year] and [year] Performance Period may each be individually referred to herein as a
“Performance Period.” The maximum number of PUs that you can earn during each Performance Period
will be calculated as follows {«Performance_Units» x 50% x 200%}, with actual payout based on the
Company’s relative TSR ranking as described below.



Each PU represents the value of one share of the Company’s Common Stock. The payout of PUs is
contingent upon the Company’s TSR ranking relative to a predetermined peer group during a
Performance Period. The TSR measure provides an external comparison of the Company’s performance
against a peer group of companies and will be calculated as follows:




Average Closing Stock Price for the last 30 trading days of the Performance Period




Minus




Average Closing Stock Price for the 30 trading days preceding the beginning of the Performance
Period




Plus




Dividends paid per share over the Performance Period




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Total Above Divided By



Average Closing Stock Price for the 30 trading days preceding the beginning of the Performance
Period



The actual number of PUs you will earn for each Performance Period is based upon the Company’s
relative TSR ranking as follows:




	 	 	 	 	 
	Anadarko	 	 	 	Payout
	Relative	 	Percentile	 	as % of
	Ranking	 	Rank	 	Target
	1st
	 	100%	 	200%
	2nd
	 	91%	 	182%
	3rd
	 	82%	 	164%
	4th
	 	73%	 	146%
	5th
	 	64%	 	128%
	6th
	 	55%	 	110%
	7th
	 	46%	 	92%
	8th
	 	36%	 	72%
	9th
	 	27%	 	54%
	10th
	 	18%	 	0%
	11th
	 	9%	 	0%
	12th
	 	0%	 	0%





For example, if you were awarded 1,000 target PUs and the Company’s relative ranking for the [year]
Performance Period is 3rd, you will receive 820 PUs (1,000 x 50% x 164%) at the end of
the [year] Performance Period (subject to the other terms and conditions of this Award Agreement).
If the Company’s relative ranking for the [year] Performance Period is 1st, you will
receive 1,000 PUs (1000 x 50% x 200%) at the end of the [year] Performance Period (subject to the
other terms and conditions of this Award Agreement).



The peer group for the [year] Performance Period and the [year] Performance Period include Apache
Corporation, Chevron Corporation, ConocoPhillips, Devon Energy Corporation, EOG Resources Inc.,
Hess Corporation, Marathon Oil Corporation, Noble Energy Inc., Occidental Petroleum Corporation,
Pioneer Natural Resources Company and Plains Exploration & Production Company. If any peer company
ceases to exist during either of the Performance Periods, the Compensation Committee has approved
Chesapeake Energy Corporation and XTO Energy, Inc. as replacement companies (in the order
provided).



At the end of each Performance Period, the value attributed to the PUs that vest on such date shall
be calculated by multiplying the number of PUs earned by the Fair Market Value1 of the
Company’s Common Stock on the day the Committee certifies the performance results and






 




			
	1	 	As of any given date, the closing sales price at
which Common Stock is sold on such date as reported in the NYSE-Composite
Transactions by The Wall Street Journal or any other comparable service the
Plan Administrator may determine is reliable for such date, or if no Common
Stock was traded on such date, on the next preceding day on which Common Stock
was so traded. If the Fair Market Value of the Common Stock cannot be
determined pursuant to the preceding provisions, the “Fair Market Value” of the
Common Stock shall be determined by the Plan Administrator in such a manner as
it deems appropriate, consistent with the requirements of Section 409A.




2









 









approves the payouts. This value shall be reduced by the applicable payroll taxes as a result of
such vesting, and the resulting amount shall then be paid to you in cash.



Dividend Equivalents shall not be paid with respect to the PUs. The PUs do not have voting rights
and the PUs do not count toward any applicable stock ownership guidelines.



You will be allowed to make an election to defer your entire PU award. All deferral elections and
distributions must be made in compliance with Internal Revenue Code Section 409A and the
regulations promulgated thereunder and made on a separate form provided by Anadarko to you.



If you voluntarily terminate your employment, or in the event you are terminated for cause, all
unvested PUs will be immediately forfeited. If your employment is involuntarily terminated without
cause prior to the end of a Performance Period, you will receive a payout, paid after the end of
the Performance Period, based on actual performance. Upon your death, disability (as defined in
the Company’s disability plan), or a Change of Control all your unvested PUs will be paid to you in
accordance with your Target. Upon your retirement (as defined by the applicable Company Retirement
Plan) prior to the end of a Performance Period, you will receive a prorated payout, paid after the
end of the Performance Period, based on actual performance and the number of months you worked.
Your PUs are subject to several restrictions, including that such PUs may not be transferred, sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred, or disposed of to the extent
then subject to restrictions.



If you have any questions on this grant, please call me at 832-636-xxxx.




Sincerely,





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