2012 Omnibus Incentive Compensation Plan


 Exhibit 10.1 
 ANADARKO PETROLEUM CORPORATION 
 2012 OMNIBUS INCENTIVE COMPENSATION PLAN

  
 Effective as of May 15, 2012 






 TABLE OF CONTENTS 

 

							
	 SECTION 1 PURPOSES
	  	 	1	  
		
	 SECTION 2 DEFINITIONS
	  	 	1	  
			
	 2.1
	  	Award	  	 	1	  
			
	 2.2
	  	Award Agreement	  	 	1	  
			
	 2.3
	  	Beneficiary	  	 	2	  
			
	 2.4
	  	Board	  	 	2	  
			
	 2.5
	  	Cash Awards	  	 	2	  
			
	 2.6
	  	Cause	  	 	2	  
			
	 2.7
	  	Change in Capitalization	  	 	2	  
			
	 2.8
	  	Change of Control	  	 	3	  
			
	 2.9
	  	Code	  	 	4	  
			
	 2.10
	  	Common Stock	  	 	4	  
			
	 2.11
	  	Company	  	 	4	  
			
	 2.12
	  	Consultant	  	 	4	  
			
	 2.13
	  	Covered Employee	  	 	5	  
			
	 2.14
	  	Effective Date	  	 	5	  
			
	 2.15
	  	Employee	  	 	5	  
			
	 2.16
	  	Employer	  	 	5	  
			
	 2.17
	  	Exchange Act	  	 	5	  
			
	 2.18
	  	Fair Market Value	  	 	5	  
			
	 2.19
	  	Full Value Award	  	 	5	  
			
	 2.20
	  	Good Reason	  	 	6	  
			
	 2.21
	  	Incentive Award	  	 	6	  
			
	 2.22
	  	Incentive Stock Option	  	 	6	  
			
	 2.23
	  	Management Committee	  	 	6	  
			
	 2.24
	  	Maximum Grant	  	 	6	  
			
	 2.25
	  	Nonqualified Option	  	 	6	  
			
	 2.26
	  	Option	  	 	6	  
			
	 2.27
	  	Option Price	  	 	7	  
			
	 2.28
	  	Other Stock-Based Award	  	 	7	  
			
	 2.29
	  	Participant	  	 	7	  
			
	 2.30
	  	Performance Goals	  	 	7	  
			
	 2.31
	  	Performance Period	  	 	9	  
			
	 2.32
	  	Performance Shares	  	 	9	  
			
	 2.33
	  	Performance Units	  	 	9	  
			
	 2.34
	  	Permitted Transferee	  	 	9	  
			
	 2.35
	  	Plan	  	 	9	  
			
	 2.36
	  	Plan Administrator	  	 	9	  
			
	 2.37
	  	Prior Plan	  	 	9	  


  
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	 2.38
	  	Restricted Stock	  	 	9	  
			
	 2.39
	  	Restricted Stock Units	  	 	9	  
			
	 2.40
	  	Restriction Period	  	 	10	  
			
	 2.41
	  	Rule 16b-3	  	 	10	  
			
	 2.42
	  	Section 16 Insider	  	 	10	  
			
	 2.43
	  	Section 162(m)	  	 	10	  
			
	 2.44
	  	Section 409A	  	 	10	  
			
	 2.45
	  	Securities Act	  	 	10	  
			
	 2.46
	  	Stock Appreciation Right	  	 	10	  
			
	 2.47
	  	Subsidiary	  	 	10	  
			
	 2.48
	  	Termination of Service	  	 	11	  
		
	 SECTION 3 ADMINISTRATION
	  	 	11	  
			
	 3.1
	  	Plan Administrator	  	 	11	  
			
	 3.2
	  	Authority of Plan Administrator	  	 	12	  
			
	 3.3
	  	Indemnification of Plan Administrator	  	 	13	  
			
	 3.4
	  	Delegation to Management Committee	  	 	13	  
		
	 SECTION 4 ELIGIBILITY
	  	 	13	  
		
	 SECTION 5 SHARES AVAILABLE FOR THE PLAN
	  	 	13	  
			
	 5.1
	  	Aggregate Shares	  	 	13	  
			
	 5.2
	  	Annual Limitations	  	 	14	  
			
	 5.3
	  	Adjustments in Authorized Shares	  	 	15	  
			
	 5.4
	  	Effect of Certain Transactions	  	 	16	  
		
	 SECTION 6 AWARD AGREEMENTS
	  	 	17	  
		
	 SECTION 7 STOCK OPTIONS
	  	 	17	  
			
	 7.1
	  	Grant of Options	  	 	17	  
			
	 7.2
	  	Special Provisions Applicable to Incentive Stock Options	  	 	17	  
			
	 7.3
	  	Terms of Options	  	 	18	  
		
	 SECTION 8 STOCK APPRECIATION RIGHTS
	  	 	21	  
			
	 8.1
	  	Grant of Stock Appreciation Rights	  	 	21	  
			
	 8.2
	  	Exercise of Stock Appreciation Rights	  	 	22	  
			
	 8.3
	  	Special Provisions Applicable to Stock Appreciation Rights	  	 	22	  
			
	 8.4
	  	No Repricing or Exchange	  	 	22	  
		
	 SECTION 9 PERFORMANCE SHARES AND PERFORMANCE UNITS
	  	 	23	  
			
	 9.1
	  	Grant of Performance Shares and Performance Units	  	 	23	  
			
	 9.2
	  	Value of Performance Shares and Performance Units	  	 	23	  
			
	 9.3
	  	Payment of Performance Shares and Performance Units	  	 	23	  
			
	 9.4
	  	Form and Timing of Payment	  	 	24	  
			
	 9.5
	  	Dividend Equivalents	  	 	24	  
		
	 SECTION 10 RESTRICTED STOCK
	  	 	24	  
			
	 10.1
	  	Grant of Restricted Stock	  	 	24	  
			
	 10.2
	  	Restriction Period	  	 	24	  


  
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	 10.3
	  	Other Restrictions	  	 	25	  
			
	 10.4
	  	Voting Rights; Dividends and Other Distributions	  	 	25	  
			
	 10.5
	  	Issuance of Shares; Settlement of Awards	  	 	25	  
		
	 SECTION 11 RESTRICTED STOCK UNITS
	  	 	26	  
			
	 11.1
	  	Grant of Restricted Stock Units	  	 	26	  
			
	 11.2
	  	Restriction Period	  	 	26	  
			
	 11.3
	  	Other Restrictions	  	 	26	  
			
	 11.4
	  	Dividend Equivalents	  	 	26	  
			
	 11.5
	  	Issuance of Shares; Settlement of Awards	  	 	27	  
		
	 SECTION 12 INCENTIVE AWARDS
	  	 	27	  
			
	 12.1
	  	Incentive Awards	  	 	27	  
			
	 12.2
	  	Performance Goal Certification	  	 	27	  
			
	 12.3
	  	Discretion to Reduce Awards; Participant’s Performance	  	 	28	  
			
	 12.4
	  	Required Payment of Incentive Awards	  	 	28	  
		
	 SECTION 13 CASH AWARDS AND OTHER STOCK-BASED AWARDS
	  	 	28	  
			
	 13.1
	  	Grant of Cash Awards	  	 	28	  
			
	 13.2
	  	Other Stock-Based Awards	  	 	28	  
			
	 13.3
	  	Value of Cash Awards and Other Stock-Based Awards	  	 	29	  
			
	 13.4
	  	Payment of Cash Awards and Other Stock-Based Awards	  	 	29	  
		
	 SECTION 14 DEFERRAL ELECTIONS
	  	 	29	  
		
	 SECTION 15 TERMINATION OF SERVICE
	  	 	29	  
		
	 SECTION 16 EFFECT OF A CHANGE OF CONTROL
	  	 	30	  
		
	 SECTION 17 REGULATORY APPROVALS AND LISTING
	  	 	31	  
		
	 SECTION 18 GENERAL PROVISIONS
	  	 	32	  
			
	 18.1
	  	Clawback/Forfeiture Events	  	 	32	  
			
	 18.2
	  	Nontransferability	  	 	32	  
			
	 18.3
	  	No Individual Rights	  	 	33	  
			
	 18.4
	  	Other Compensation	  	 	33	  
			
	 18.5
	  	Leaves of Absence and Change in Status	  	 	33	  
			
	 18.6
	  	Transfers	  	 	33	  
			
	 18.7
	  	Unfunded Obligations	  	 	33	  
			
	 18.8
	  	Beneficiaries	  	 	34	  
			
	 18.9
	  	Governing Law	  	 	34	  
			
	 18.10
	  	Satisfaction of Tax Obligations	  	 	35	  
			
	 18.11
	  	Participants in Foreign Jurisdictions	  	 	35	  
		
	 SECTION 19 REGULATORY COMPLIANCE
	  	 	36	  
			
	 19.1
	  	Rule 16b-3 of the Exchange Act and Section 162(m)	  	 	36	  
			
	 19.2
	  	Section 409A	  	 	36	  
		
	 SECTION 20 ESTABLISHMENT AND TERM OF PLAN
	  	 	36	  
		
	 SECTION 21 AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN
	  	 	37	  


  
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	 21.1
	  	Amendment of Plan	  	 	37	  
			
	 21.2
	  	Termination or Suspension of Plan	  	 	37	  
			
	 21.3
	  	Section 162(m) Approval	  	 	37	  


  
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 ANADARKO PETROLEUM CORPORATION 

2012 OMNIBUS INCENTIVE COMPENSATION PLAN 
 SECTION 1 
 PURPOSES 

The purposes of the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan (the “Plan”) are to
promote the interests of Anadarko Petroleum Corporation (the “Company”) and its stockholders by strengthening its ability to attract, retain and motivate salaried Employees and Consultants of the Company and any Subsidiary by furnishing
suitable recognition of their performance, ability and experience, to align their interests and efforts to the long-term interests of the Company’s stockholders, and to provide them with a direct incentive to achieve the Company’s
strategic and financial goals. In furtherance of these purposes, the Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Incentive Awards, Cash Awards,
and Other Stock-Based Awards to Participants in accordance with the terms and conditions set forth below. 
 SECTION 2

 DEFINITIONS 
 Unless otherwise required by the context, the following terms when used in the Plan shall have the meanings set forth in this Section 2: 

 

	2.1	 Award 


 Any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Incentive Award, Cash Award or Other Stock-Based Award, in each case payable in cash
and/or in Common Stock as may be designated by the Plan Administrator. 
  

	2.2	 Award Agreement 


 The written agreement setting forth the terms, conditions, rights and duties applicable to an Award granted under the Plan (which, in the discretion of the Plan Administrator, need not be countersigned by
a Participant). The Plan Administrator may, in its discretion, provide for the use of electronic, internet or other non-paper Award Agreements. The requirement for delivery of a written agreement is satisfied by electronic delivery of such agreement
provided that evidence of the Participant’s receipt of such electronic delivery is available to the Company and such delivery is not prohibited by applicable laws and regulations. 

  
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	2.3	 Beneficiary 


 The person or persons designated by the Participant pursuant to Section 7.3(f) or Section 18.8 of this Plan to whom payments are to be paid pursuant to the terms of the Plan in the event of the
Participant’s death. 
  

	2.4	 Board 


 The Board of Directors of the Company. 
  

	2.5	 Cash Awards 


 As defined in Section 13.1. 
  

	2.6	 Cause 


 “Cause” shall have the meaning ascribed thereto in any employment, consulting or similar service agreement between a Participant and an Employer, or, in the absence of such agreement, a
termination of a Participant’s employment with the Company and its Subsidiaries resulting from (a) substandard work performance or repeated unreliability that has not been cured to the Employer’s satisfaction; (b) workplace
misconduct; (c) excessive absenteeism; (d) violation of safety rules; (e) violation of Employer’s policies, including without limitation, the Employer’s “Code of Business Conduct and Ethics”; (f) fraud or
other dishonesty against the Employer; (g) engagement in conduct that the Participant knows or should know is materially injurious to the business or reputation of the Employer; (h) falsifying Employer or Employee records (including an
employment application); (i) on-the-job intoxication or being under the influence of alcohol or an illegal narcotic or a drug not being used as prescribed; (j) unauthorized use of Employer equipment or confidential information of an
Employer or third party who has entrusted such information to the Employer; or (k) conviction of a felony or misdemeanor involving moral turpitude. With respect to a Consultant, Cause shall also include a breach by the Consultant of the
applicable consulting or similar service agreement. Whether a Participant has been terminated for Cause will be determined by the Board in its sole discretion with respect to a Section 16 Insider and, with respect to all other Participants, by
the Vice President of Human Resources or the Company’s General Counsel, each in his or her sole discretion. 
  

	2.7	 Change in Capitalization 


 Any increase or reduction in the number of shares of Common Stock, any change (including, without limitation, in the case of a spin-off, dividend or other distribution in respect of shares, a change in
value) in the shares of Common Stock or any exchange of shares of Common Stock for a different number or kind of shares of Common Stock or other securities of the Company or another corporation, by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, spin-off, split-up, issuance of warrants, rights or debentures, stock dividend, stock split or reverse stock split, extraordinary cash dividend, property dividend, combination or exchange of shares, repurchase
of shares, change in corporate structure or otherwise. 

  
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	2.8	 Change of Control 


 The occurrence of any of the following after the Effective Date: 

(a)        any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common
Stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the
Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition pursuant to a transaction which complies with clauses
(A), (B) and (C) of Section 2.8(c); or 

(b)        individuals who, as of the Effective Date, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board; or 
 (c)        consummation by the
Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Business Combination”), in each case, unless,
following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no person (excluding any employee benefit plan (or related trust) of the Company 

  
 3 







 
or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of Common Stock of the
corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least
a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or 
 (d)        approval by the stockholders
of the Company of a complete liquidation or dissolution of the Company. 
 Notwithstanding the foregoing, with
respect to an Award that is (i) subject to Section 409A and (ii) a Change of Control would accelerate the timing of payment thereunder, the term “Change of Control” shall mean a change in the ownership or effective control
of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A and the authoritative guidance issued thereunder, but only to the extent inconsistent with the above definition, and only to
the minimum extent necessary to comply with Section 409A as determined by the Committee. 
  

	2.9	 Code 


 The Internal Revenue Code of 1986, as amended and in effect from time to time, and the temporary or final regulations of the Secretary of the U.S. Treasury adopted pursuant to the Code. 

 

	2.10	 Common Stock 


 The Common Stock of the Company, $0.10 par value per share, or such other class of shares or other securities as may be applicable pursuant to the provisions of Section 5. 

 

	2.11	 Company 


 As defined in Section 1. 
  

	2.12	 Consultant 


 Any consultant, agent, advisor or independent contractor (including a non-employee member of the Board) who renders services to the Company or any Subsidiary that qualifies as a consultant under the
applicable rules of the Securities and Exchange Commission for registration of Common Stock on a Form S-8 Registration Statement. 

  
 4 








	2.13	 Covered Employee 


 With respect to any grant of an Award, a Participant who the Plan Administrator deems is or may become a “covered employee” as defined in Section 162(m) for any year. 

 

	2.14	 Effective Date 


 The effective date of the Plan is May 15, 2012, the date on which it was approved by the stockholders of the Company. 
  

	2.15	 Employee 


 Any officer or other employee of the Company or of any Subsidiary. An Employee on a leave of absence for such periods and purposes conforming to the personnel policy of the Company may be considered still
in the employ of the Company or a Subsidiary for purposes of eligibility for participation in this Plan. 
  

	2.16	 Employer 


 As to any Participant on any date, the Company or a Subsidiary that employs or retains the Participant on such date. 
  

	2.17	 Exchange Act 


 The Securities Exchange Act of 1934, as amended and rules promulgated thereunder. 
  

	2.18	 Fair Market Value 


 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. 

 

	2.19	 Full Value Award 


 An Award other than of Options or Stock Appreciation Rights, which is settled by the issuance of Common Stock. 

  
 5 








	2.20	 Good Reason 


 Unless otherwise provided in an Award Agreement, the term “Good Reason” shall have the following meaning: (i) to the extent defined in an Employee’s employment agreement, the term
“Good Reason” shall have the same meaning as set forth in the employment agreement with respect to such Employee, (ii) in the case of an Employee covered by the Company’s Key Employee Change-of-Control Contract, the term
“Good Reason” shall have the same meaning as set forth in the Key Employee Change-of-Control Contract entered into with such Employee, (iii) in the case of an Employee covered by the Company’s Key Manager Change-of-Control
Agreement, the term “Good Reason” shall have the same meaning as set forth in the Key Manager Change-of-Control Agreement entered into with such Employee; and (iv) in the case of any Employee not covered by clause (i), (ii) or
(iii) above, the term “Good Reason” shall have the same meaning as set forth in the Company’s Employee Change-of-Control Plan, as it may be amended from time to time. 

 

	2.21	 Incentive Award 


 A percentage of base salary, a fixed dollar amount or other measure of compensation which Participants are eligible to receive, in cash and/or other Awards under the Plan, at the end of a Performance
Period if certain performance measures are achieved. 
  

	2.22	 Incentive Stock Option 


 An option intended to meet the requirements of a “qualified stock option” as defined in Section 422 of the Code, as in effect at the time of grant of such Option, or any statutory provision
that may hereafter replace such section. 
  

	2.23	 Management Committee 


 A committee designated by the Board (either by resolution or by provisions contained in this Plan) and consisting of the Chief Executive Officer, provided that such officer is a member of the Board, and
such other members of the Board as the Board may determine from time to time. 
  

	2.24	 Maximum Grant 


 The maximum grants set forth in Section 5.2. 
  

	2.25	 Nonqualified Option 


 An Option which is not intended to meet the requirements of a “qualified stock option” as defined in Section 422 of the Code. 

 

	2.26	 Option 


 An Incentive Stock Option or a Nonqualified Option. 

  
 6 








	2.27	 Option Price 


 The price per share of Common Stock at which an Option is exercisable. 
  

	2.28	 Other Stock-Based Award 


 As defined in Section 13.2. 
  

	2.29	 Participant 


 An eligible Employee or a Consultant to whom Awards are granted under the Plan as set forth in Section 4. References to a “Participant” in this Plan will be interpreted to mean an Employee,
a Consultant, Employees or Consultants as individual groups or as one group in the aggregate, as the context so provides. 
  

	2.30	 Performance Goals 


 The Plan Administrator may grant Awards subject to one or more Performance Goals set forth in the table below (collectively the “Performance Goals”) to any Participant, including, without
limitation, to any Covered Employee. As to any such Awards, the Plan Administrator shall establish one or more of the Performance Goals for each Performance Period in writing. Each Performance Goal selected for a particular Performance Period shall
include any one or more of the following, either individually, alternatively or in any combination, applied to either the Company as a whole or to a Subsidiary or a business unit of the Company or any Subsidiary, either individually, alternatively
or in any combination, and measured either annually or cumulatively over a period of time, on an absolute basis or relative to the pre-established target, to previous years’ results or to a designated comparison group, in each case as specified
by the Plan Administrator: 
  

							
	 Financial Goals
	 	
•      Earnings

•      Revenues

•      Debt level

•      Cost reduction targets

•      Interest-sensitivity gap levels

•      EBITDAX

•      Debt/average daily production
	 	
•      Earnings per share

•      Cash flow from operations

•      Equity ratios

•      Capital expended

•      Weighted average cost of capital

•      Return on assets

•      Debt/proved developed reserves
	 	
•      Net income

•      Free cash flow

•      Expenses

•      Working capital

•      Operating or profit margin

•      Return on equity or capital employed

•      Debt/proved reserves

	 Operating Goals
	 	 •      Amount of oil
and gas reserves
 •      Lease operating expense/barrels of oil
equivalent
	 	 •      Oil and gas
reserve additions
 •      Costs of finding oil and gas
reserves
	 	 •      Oil and gas
replacement ratios
 •      Natural gas and/or oil production or
sales



  
 7 








							
	 Corporate and Other Goals
	  	
•      Total stockholder return

•      Asset quality levels

•      Investments

•      Satisfactory internal or external audits

•      Achievement of balance sheet or income statement
objectives
	  	
•      Market share

•      Assets

•      Asset sale targets

•      Value of assets

•      Employee retention/attrition rates

•      Improvement of financial ratings

•      Production growth per net debt adjusted share
	  	
•      Charge-offs

•      Non-performing assets

•      Fair Market Value of Common Stock

•      Regulatory compliance

•      Safety targets

•      Economic value added


 The Plan Administrator may adjust the Performance Goals to include or exclude
extraordinary charges, gains or losses on the disposition of business units, losses from discontinued operations, restatements and accounting changes and other unplanned special charges such as restructuring expenses, acquisitions, acquisition
expenses, including expenses related to goodwill and other intangible assets, stock offerings, stock repurchases and loan loss provisions. The Plan Administrator may also provide for the manner in which performance will be measured against the
Performance Goals (or may adjust the Performance Goals) to reflect the impact of specified corporate transactions, a Change in Capitalization, special charges, accounting policy changes and tax law changes. In addition, the Plan Administrator may
make such adjustments to the Performance Goals applicable to Participants who are not Covered Employees as it determines are appropriate. Such adjustments may occur at the time of the granting of an Award, or at any time thereafter, but, in the case
of Covered Employees, only to the extent permitted by Section 162(m). Performance Goals may include a threshold level of performance below which no Awards shall be earned, target levels of performance at which specific Awards will be earned,
and a maximum level of performance at which the maximum level of Awards will be earned. 
 In establishing
Performance Goals with respect to Covered Employees, the Plan Administrator shall ensure such Performance Goals (i) are established no later than the end of the first 90 days of the Performance Period (or such other time as may be required or
permitted for “performance-based compensation” under Section 162(m), if applicable), and (ii) satisfy all other applicable requirements imposed by Section 162(m), including the requirement that such Performance Goals be
stated in terms of an objective formula or standard, and the Plan Administrator may not in any event increase the amount of compensation payable to a Covered Employee upon the satisfaction of any Performance Goal. Prior to the payment of any
“performance-based compensation” within the meaning of Section 162(m), the Plan Administrator shall certify in writing (which shall be satisfied upon the Plan Administrator’s approval of preambles and resolutions regarding such
performance results and payout and without condition with respect to any subsequent approval of the minutes of the meeting relating to such certification) the extent to which the applicable Performance Goals were, in fact, achieved and the amounts
to be paid, vested or delivered as a result thereof; provided, that the Plan Administrator may reduce, but not increase, such amount. 

  
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	2.31	 Performance Period 


 That period of time during which Performance Goals are evaluated to determine the vesting or granting of Awards under the Plan, as the Plan Administrator may determine, provided that the period is no
longer than ten (10) years. 
  

	2.32	 Performance Shares 


 An Award granted under the Plan representing the right to receive a number of shares of Common Stock for each Performance Share granted, as the Plan Administrator may determine. 

 

	2.33	 Performance Units 


 An Award granted under the Plan representing the right to receive a payment (either in cash or Common Stock) equal to the value of a Performance Unit, as the Plan Administrator may determine. 

 

	2.34	 Permitted Transferee 


 As defined in Section 7.3(f). 
  

	2.35	 Plan 


 As defined in Section 1. 
  

	2.36	 Plan Administrator 


 Those committees appointed and authorized pursuant to Section 3 to administer the Plan. 
  

	2.37	 Prior Plan 


 The Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation Plan. 
  

	2.38	 Restricted Stock 


 Common Stock granted under the Plan that is subject to the requirements of Section 10 and such other restrictions as the Plan Administrator deems appropriate. References to Restricted Stock in this
Plan shall include Restricted Stock awarded in conjunction with Incentive Awards pursuant to Section 12, unless the context otherwise requires. 
  

	2.39	 Restricted Stock Units 


 An Award granted under the Plan representing a right to receive a payment (either in cash or Common Stock) equal to the value of a share of Common Stock. 

  
 9 








	2.40	 Restriction Period 


 As defined in Sections 10.2 and 11.2, as applicable. 
  

	2.41	 Rule 16b-3 


 Rule 16b-3 of the General Rules and Regulations under the Exchange Act. 
  

	2.42	 Section 16 Insider 


 Any person who is selected by the Plan Administrator to receive an Award pursuant to the Plan and who is or is reasonably expected to become subject to the requirements of Section 16 of the Exchange
Act, and the rules and regulations promulgated thereunder. 
  

	2.43	 Section 162(m) 


 Section 162(m) of the Code. 
  

	2.44	 Section 409A 


 Section 409A of the Code. 
  

	2.45	 Securities Act 


 The Securities Act of 1933, as amended and rules promulgated thereunder. 
  

	2.46	 Stock Appreciation Right 


 Any right granted under Section 8. 
  

	2.47	 Subsidiary 


 An entity that is designated by the Plan Administrator as a subsidiary for purposes of the Plan and that is a corporation, partnership, joint venture, limited liability company, limited liability
partnership, or other entity in which the Company owns directly or indirectly, fifty percent (50%) or more of the voting power or profit interests, or as to which the Company or one of its affiliates serves as general or managing partner or in
a similar capacity. Notwithstanding the foregoing, for purposes of Options intended to qualify as Incentive Stock Options, the term “Subsidiary” shall mean a corporation (or other entity treated as a corporation for tax purposes) in which
the Company directly or indirectly holds more than fifty percent (50%) of the voting power. 

  
 10 









	2.48	 Termination of Service 


 (a)        As to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Employer is terminated for any reason,
including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Employer.

 (b)        As to a Consultant, the time when the engagement of a
Participant as a Consultant to the Company or any Employer is terminated for any reason, with or without Cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant
simultaneously commences or remains in employment or service with the Company or any Employer. 
 SECTION 3 

ADMINISTRATION 
  

	3.1	 Plan Administrator 


 (a)        The Compensation and Benefits Committee of the Board shall be the Plan Administrator with respect to all Covered Employees and all Section 16
Insiders. As to these officers, the Plan Administrator (including each individual that is a member thereof) shall be constituted at all times so as to (i) be “independent” as such term is defined pursuant to the rules of any stock
exchange on which the Common Stock may then be listed, and (ii) meet the non-employee director standards of Rule 16b-3 and the outside director requirements of Section 162(m), so long as any of the Company’s equity securities are
registered pursuant to Section 12(b) or 12(g) of the Exchange Act. 

(b)        Other than as set forth in Section 3.1(a) and subject to
Section 3.4 (and subject to applicable law), the Management Committee shall be the Plan Administrator. The Board may from time to time remove members from, or add members to, the Management Committee. 

(c)        Notwithstanding Sections 3.1(a) and 3.1(b), the Board may designate
itself or the Compensation and Benefits Committee of the Board as the Plan Administrator as to any Participant or groups of Participants unless such designation with respect to a Participant or groups of Participants would not be in compliance with
the requirements of the Code, the Exchange Act or the Securities Act. 

(d)        The above committees hereby designate the appropriate Employees or
other agents of the Company to handle the day-to-day administrative matters of the Plan. 

  
 11 









	3.2	 Authority of Plan Administrator 


 Subject to the express terms and conditions set forth herein, the Plan Administrator shall have the power from time to time to: 

(a)        select the Participants to whom Awards shall be granted under the
Plan and the number of shares or amount of cash subject to such Awards and prescribe the terms and conditions (which need not be identical) of each such Awards, including, in the case of Options and Stock Appreciation Rights, the Option Price,
vesting schedule and duration; 
 (b)        set the terms and
conditions of any Award consistent with the terms of the Plan (which may be based on Performance Goals or other performance measures as the Plan Administrator shall determine), and make any amendments, modifications or adjustments to such Awards as
are permitted by the Plan; 
 (c)        construe and interpret the
Plan and the Awards granted hereunder and establish, amend and revoke rules and regulations for the administration of the Plan, including, without limitation, correcting any defect or supplying any omission, or reconciling any inconsistency in the
Plan or in any Award Agreement, in the manner and to the extent it shall deem necessary or advisable, including so that the Plan and the operation of the Plan comply with Rule 16b-3, the Code, to the extent applicable, and other applicable laws, and
otherwise to make the Plan fully effective; 
 (d)        exercise its
discretion with respect to the powers and rights granted to it as set forth in the Plan; and 

(e)        generally, exercise such powers and perform such acts as are deemed
necessary or advisable to promote the best interests of the Company with respect to the Plan. 
 All decisions
and determinations by the Plan Administrator in the exercise of the above powers shall be final, binding and conclusive upon the Company, a Subsidiary, the Participants and all other persons having or claiming any interest therein. The Plan
Administrator shall cause the Company at the Company’s expense to take any action related to the Plan which may be necessary to comply with the provisions of any federal, state or foreign law or any regulations issued thereunder, which the Plan
Administrator determines are intended to be complied with. All Awards and any administrative action taken by the Plan Administrator shall be in conformity with all applicable federal, state, and local laws and shall not discriminate on the basis of
sex, race, color, religion, national origin, citizenship, age, disability, marital or veterans status, sexual orientation or any other legally protected categories. 

Notwithstanding the foregoing, the Plan Administrator shall not be entitled to exercise any discretion otherwise
authorized hereunder with respect to any Awards held by Covered Employees if the ability to exercise such discretion or the exercise of such discretion itself would cause the compensation attributable to such Awards to fail to qualify as
performance-based compensation under Section 162(m). 

  
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	3.3	 Indemnification of Plan Administrator 



Each member of any committee acting as Plan Administrator, while serving as such, shall be entitled, in good faith, to
rely or act upon any advice of the Company’s independent auditors, counsel or consultants hired by the committee, or other agents assisting in the administration of the Plan. The Plan Administrator and any Employee of the Company acting at the
direction or on behalf of the Company shall not be personally liable for any action or determination taken or made, or not taken or made, in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and
protected under the Company’s charter or by-laws with respect to any such action or determination. 
  

	3.4	 Delegation to Management Committee 



To the maximum extent permitted by applicable law and subject to Section 3.1, the Board and the Compensation and
Benefits Committee hereby delegate to the Management Committee the authority (i) to designate the Employees and Consultants who shall be Participants, (ii) to determine the Awards to be granted to any such Participants or (iii) both
(i) and (ii); provided, however, that the Management Committee shall not have the authority to grant Awards to any member of the Management Committee, a Covered Employee or a Section 16 Insider and shall be subject to such other
limitations set forth in this Plan. This provision shall be deemed to constitute a delegation from the Board to the Management Committee without further action by the Board. However, the Board or the Compensation and Benefits Committee may, from
time to time, limit the total number of shares Common Stock subject to such delegation. 
 SECTION 4 

ELIGIBILITY 
 To be eligible to be a Participant, an individual must be an Employee (other than an Employee who is a member of a unit subject to collective bargaining) or a Consultant of an Employer, as of the date on
which the Plan Administrator grants to such individual an Award under the Plan. Members of the Board shall be eligible to participate in the Plan. Each grant of an Award under the Plan shall be evidenced by an Award Agreement. 

SECTION 5 
 SHARES
AVAILABLE FOR THE PLAN 
  

	5.1	 Aggregate Shares 


 (a)        Share Authorization 
 Subject to adjustment as provided in Section 5.3, the maximum number of shares of Common Stock available for grant to Participants under this Plan on or after the Effective Date shall be 30,000,000
shares of Common Stock. Awards granted under the Prior Plan after March 

  
 13 








 
8, 2012 and prior to the Effective Date will reduce the 30,000,000 shares of Common Stock available for grant to Participants under the Plan as follows: 1.8 shares of Common Stock for every one
(1) share of Common Stock related to a Full Value Award and one (1) share for every one (1) share of Common Stock related to an Award other than a Full Value Award. 

(b)        Limit on Full Value Awards—Flexible Share Pool 

To the extent that a share of Common Stock is issued pursuant to the grant or exercise of a Full Value Award, it shall
reduce the share authorization by 1.80 shares of Common Stock; and to the extent that a share of Common Stock is issued pursuant to the grant or exercise of an Award other than a Full Value Award, it shall reduce the share authorization by one
(1) share of Common Stock. 
 (c)        Limit on Incentive
Stock Options 
 Subject to adjustment as provided in Section 5.3, the maximum aggregate number of
shares subject to Incentive Stock Options granted under the Plan shall be 10,000,000. 

(d)        Share Usage 

Shares of Common Stock covered by an Award shall only be counted as used to the extent they are actually issued. Any
shares of Common Stock related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares of Common Stock or are settled in cash in lieu of shares of Common Stock shall be available again for
grant under this Plan. Such shares of Common Stock related to a Full Value Award shall increase the share authorization by 1.80 shares of Common Stock and shares of Common Stock related to an Award other than a Full Value Award shall increase the
share authorization by one (1) share of Common Stock. However, the full number of Stock Appreciation Rights granted that are to be settled by the issuance of shares of Common Stock shall be counted against the number of shares of Common Stock
available for award under the Plan, regardless of the number of shares of Common Stock actually issued upon settlement of such Stock Appreciation Rights. Furthermore, any shares of Common Stock withheld to satisfy tax withholding obligations on an
Award issued under the Plan, shares of Common Stock tendered to pay the exercise price of an Award under the Plan, and shares of Common Stock repurchased on the open market with the proceeds of an Option exercise will no longer be eligible to be
again available for grant under this Plan. In addition, the full number of Incentive Stock Options granted shall be counted against the number of Incentive Stock Options that may be awarded under the Plan pursuant to Section 5.1(c), regardless
of the number of shares of Common Stock actually issued upon exercise of such Incentive Stock Options. The shares of Common Stock available for issuance under this Plan may be authorized and unissued shares of Common Stock or treasury shares of
Common Stock. 
  

	5.2	 Annual Limitations 


 Subject to adjustment as provided in Section 5.3, the following limitations shall apply: 

  
 14 








 (a)        Options: The maximum
aggregate number of shares subject to Options granted in any one calendar year to any one Participant shall be 2,500,000. 
 (b)        Stock Appreciation Rights: The maximum number of shares subject to Stock Appreciation Rights granted in any one calendar year to any one Participant
shall be 2,500,000. 
 (c)        Performance Shares or Performance
Units: The maximum aggregate grant with respect to Performance Shares or Performance Units that a Participant may receive in any one calendar year shall be 1,500,000 shares, or equal to the value of 1,500,000 shares (as of the time of settlement) if
settled in cash. 
 (d)        Restricted Stock or Restricted Stock
Units: The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one calendar year to any one Participant shall be 1,500,000 shares, or equal to the value of 1,500,000 shares (as of the time of
settlement) if settled in cash. 
 (e)        Incentive Awards: The
maximum aggregate amount awarded or credited in any one calendar year with respect to an Incentive Award to any one Participant shall be $10,000,000. 
 (f)        Cash Awards: The maximum aggregate amount awarded to or credited with respect to Cash Awards to any one Participant in any one calendar year may not
exceed the greater of $10,000,000 dollars or the value of 1,500,000 shares. 

(g)        Other Stock-Based Awards: The maximum aggregate grant with respect to
Other Stock-Based Awards in any one calendar year to any one Participant shall be 1,500,000 shares. 
  

	5.3	 Adjustments in Authorized Shares 


 (a)        In the event of a Change in Capitalization that is not also a Change of Control, the Plan Administrator shall make such adjustments, if any, as it
determines are appropriate and equitable, and to the extent such an action does not conflict with Delaware or other applicable laws or securities exchange rules, to (i) the maximum number and class of shares of Common Stock or other stock or
securities with respect to which Awards may be granted under the Plan, (ii) the maximum number and class of shares of Common Stock or other stock or securities that may be issued upon exercise of Nonqualified Options, Incentive Stock Options
and Stock Appreciation Rights, (iii) the Maximum Grants, (iv) the number and class of shares of Common Stock or other stock or securities which are subject to outstanding Awards granted under the Plan and the Option Price or exercise price
therefore, if applicable and (v) the Performance Goals; provided, however, that in the case of an “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards No. Update Topic 718), the
Board shall make an equitable or appropriate adjustment to outstanding Awards to reflect such equity restructuring. Any such adjustment shall be final, binding and conclusive on all persons claiming any right or interest under the Plan. 

  
 15 








 (b)        Any such adjustment in
the shares of Common Stock or other stock or securities (i) subject to outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made in such manner as not to constitute a modification as defined by
Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code or (ii) subject to outstanding Awards that are intended to qualify as performance-based compensation under Section 162(m)
shall be made in such a manner as not to adversely affect the treatment of the Awards as performance-based compensation. 
 (c)        If, by reason of a Change in Capitalization that is not also a Change of Control, a Participant shall be entitled to, or shall be entitled to exercise an
Option or Stock Appreciation Right with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions,
restrictions and performance criteria which were applicable to the shares of Common Stock that such shares replaced or to the Option or Stock Appreciation Right, as the case may be, prior to such Change in Capitalization. 

(d)        No adjustments made under this Section 5 shall be made with
respect to a Participant’s Award if such adjustment would result in adverse taxation to such Participant under Section 409A. 
  

	5.4	 Effect of Certain Transactions 


 Following (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), (i) each outstanding Award shall be treated as
provided for in the agreement entered into in connection with the Transaction (which treatment may be different as among different types of Awards and different holders thereof) or (ii) if not so provided in such agreement, each Participant
shall be entitled to receive in respect of each share of Common Stock subject to any outstanding Awards, upon exercise of any Option or Stock Appreciation Right or payment or transfer in respect of any other Award, the same number and kind of stock,
securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other
consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to Awards prior to such Transaction, but giving effect to any applicable provision of this Plan or any Award Agreement if the
Transaction is a Change of Control. Without limiting the generality of the foregoing, the treatment of outstanding Options and Stock Appreciation Rights pursuant to clause (i) of this Section 5.4 in connection with a Transaction in which
the consideration paid or distributed to the Company’s stockholders is not entirely shares of common stock of the acquiring or resulting corporation may include the cancellation of outstanding Options and Stock Appreciation Rights upon
consummation of the Transaction provided either (x) the holders of affected Options and Stock Appreciation rights have been given a period of at least fifteen (15) days prior to the date of the consummation of the Transaction to exercise
the Options and Stock Appreciation Rights (whether or not they were otherwise exercisable) or (y) the holders of the affected Options and Stock Appreciation Rights are paid (in cash or cash equivalents) in respect of each share of Common Stock
covered by the Options or Stock Appreciation Rights being cancelled an amount equal to the excess, if any, of the per share price 

  
 16 








 
paid or distributed to stockholders in the Transaction (the value of any non-cash consideration to be determined by the Plan Administrator in its sole discretion) over the exercise price thereof.
For avoidance of doubt, (1) the cancellation of Options and Stock Appreciation Rights pursuant to clause (y) of the preceding sentence may be effected notwithstanding anything to the contrary contained in this Plan or any Award Agreement
and (2) if the amount determined pursuant to clause (y) of the preceding sentence is zero or less, the affected Options and Stock Appreciation Rights may be cancelled without any payment therefore. The treatment of any Award as provided in
this Section 5.4 shall be conclusively presumed to be appropriate for purposes of Section 5.3. 
 SECTION 6 

AWARD AGREEMENTS 
 Upon a determination by the Plan Administrator that an Award is to be granted to a Participant pursuant to Section 7, 8, 9, 10, 11, 12 or 13 of this Plan, an Award Agreement shall be provided to such
Participant as soon as practicable specifying, without limitation, the terms, conditions, rights and duties related thereto, including terms requiring forfeiture of Awards in the event of a Termination of Service by the Participant and terms
relating to the Clawback/Forfeiture Events under Section 18.1 of this Plan. Each Award Agreement shall be subject to the terms and conditions of the Plan. 
 SECTION 7 
 STOCK OPTIONS 

	7.1	 Grant of Options 


 Options may be granted to eligible Participants in such number, and at such times during the term of the Plan as the Plan Administrator shall determine. The Plan Administrator may grant an Option or
provide for the grant of an Option, either from time to time in the discretion of the Plan Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of Performance Goals or other
performance measures, the satisfaction of an event or condition within the control of the recipient of the Option or within the control of others. The granting of an Option shall take place when the Plan Administrator by resolution, written consent
or other appropriate action determines to grant such an Option to a particular Participant at the Option Price. Each Option granted under the Plan shall be identified in the Award Agreement as either an Incentive Stock Option or a Nonqualified
Option (or if no such identification is made, then it shall be a Nonqualified Option). No Incentive Stock Option shall be granted to any Participant who is not an Employee of the Company or any “subsidiary corporation” of the Company (as
defined in Section 424(f) of the Code). 
  

	7.2	 Special Provisions Applicable to Incentive Stock Options 



Each provision of the Plan and each Incentive Stock Option granted thereunder shall be construed so that each such Option
shall qualify as an Incentive Stock Option, and any provision thereof that cannot be so construed shall be disregarded, unless the Employee agrees otherwise. Incentive Stock Options, in addition to complying with the other provisions of the Plan
relating to Options generally, shall be subject to the following conditions: 

  
 17 








 (a)        Ten Percent (10%)
Stockholders 
 An Employee must not, immediately before an Incentive Stock Option is granted to him or her,
own stock representing more than ten percent (10%) of the voting power or value of all classes of stock of the Company or of a Subsidiary. This requirement is waived if (i) the Option Price of the Incentive Stock Option to be granted is at
least one hundred ten percent (110%) of the Fair Market Value of the stock subject to the Option, determined at the time the Option is granted, and (ii) the Option is not exercisable more than five (5) years from the date the Option
is granted. 
 (b)        Annual Limitation 

To the extent that the aggregate Fair Market Value (determined at the time of the grant of the option) of the stock with
respect to which Incentive Stock Options are exercisable for the first time by the Employee during any calendar year exceeds One Hundred Thousand Dollars ($100,000), such Options shall be treated as Nonqualified Options. In applying the limitation
in the preceding sentence in the case of multiple Option grants, unless otherwise required by applicable law, Options which were intended to be Incentive Stock Options shall be treated as Nonqualified Options according to the order in which they
were granted such that the most recently granted Options are first treated as Nonqualified Options. 

(c)        Additional Terms 

Any other terms and conditions which the Plan Administrator determines, upon advice of counsel, must be imposed for the
Option to be an Incentive Stock Option. 
 (d)        Notice of
Disqualifying Disposition 
 If an Employee shall make any disposition of shares of Common Stock issued
pursuant to an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to disqualifying distributions), the Employee shall notify the Company of such disposition within twenty (20) days thereof.

  

	7.3	 Terms of Options 


 Except as otherwise provided in the Award Agreement and Section 7.2 of this Plan, all Incentive Stock Options and Nonqualified Options under the Plan shall be granted subject to the following terms
and conditions: 
 (a)        Option Price 

  
 18 








 The Option Price shall be determined by the Plan Administrator in any
reasonable manner, but shall not be less than the Fair Market Value of the Common Stock on the date the Option is granted, except in the case of Options that are granted in assumption of, or in substitution for, outstanding awards previously granted
by (i) a company acquired by the Company or a Subsidiary, or (ii) a company with which the Company or a Subsidiary combines. 
 (b)        Duration of Options 
 Options shall be exercisable at such time and under such conditions as set forth in the Award Agreement, but in no event shall any Option (whether a Nonqualified Option or an Incentive Stock Option) be
exercisable later than the tenth (10th) anniversary of the date of its grant. 

(c)        Exercise of Options 

Common Stock covered by an Option may be purchased at one time or in such installments over the option period as may be
provided in the Award Agreement. Any Common Stock not purchased on an applicable installment date may be purchased thereafter at any time prior to the expiration of the Option in accordance with its terms. To the extent that the right to purchase
Common Stock has accrued thereunder, an Option may be exercised from time to time by notice to the Company setting forth the amount of Common Stock with respect to which the Option is being exercised. 

(d)        Payment 

The purchase price of Common Stock purchased under Options shall be paid in full to the Company upon the exercise of the
Option by delivery of consideration equal to the product of the Option Price and the Common Stock purchased (the “Purchase Price”). Such consideration may be either (i) in cash or (ii) at the discretion of the Plan Administrator,
in Common Stock (by either actual delivery of Common Stock or by attestation presenting satisfactory proof of beneficial ownership of such Common Stock) already owned by the Participant, or any combination of cash and Common Stock. The Fair Market
Value of such Common Stock as delivered shall be valued as of the day of exercise. The Plan Administrator can determine that additional forms of payment will be permitted. To the extent permitted by the Plan Administrator and applicable laws and
regulations (including, without limitation, federal tax and securities laws, regulations and state corporate law), an Option may also be exercised in a “cashless” exercise by delivery of a properly executed exercise notice together with
irrevocable instructions to a broker approved by the Company to promptly deliver to the Company sufficient proceeds to pay the Purchase Price. A Participant shall have none of the rights of a stockholder until the Common Stock is issued to the
Participant. 
 The Plan Administrator may permit a Participant to pay all or a portion of the Purchase Price by
having Common Stock with a Fair Market Value equal to all or a portion of the Purchase Price be withheld from the shares issuable to the Participant upon the exercise of the Option. The Fair Market Value of such Common Stock as is withheld shall be
determined as of the same day as the exercise of the Option. 

  
 19 








 (e)        Restrictions

 The Plan Administrator shall determine and reflect in the Award Agreement, with respect to each Option, the
nature and extent of the restrictions, if any, to be imposed on the Common Stock which may be purchased thereunder, including, without limitation, restrictions on the transferability of such Common Stock acquired through the exercise of such Options
for such periods as the Plan Administrator may determine. In addition, to the extent permitted by applicable laws and regulations, the Plan Administrator may require that a Participant who wants to effectuate a “cashless” exercise of
Options be required to sell the Common Stock acquired in the associated exercise to the Company, or in the open market through the use of a broker selected by the Company, at such price and on such terms as the Plan Administrator may determine at
the time of grant, or otherwise. Without limiting the foregoing, the Plan Administrator may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other
subsequent transfers by the Participant of any Common Stock issued as a result of the exercise of an Option, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions designed to delay and/or
coordinate the timing and manner of sales by one or more Participants and (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. 

(f)        Transferability of Options 

Notwithstanding Section 18.2 and only if allowed by the Plan Administrator in its discretion, Nonqualified Options
may be transferred to a Participant’s immediate family members, directly or indirectly or by means of a trust, corporate entity or partnership (a person who thus acquires this option by such transfer, a “Permitted Transferee”). A
transfer of a Nonqualified Option may only be effected by the Company at the request of the Participant and shall become effective upon the Permitted Transferee agreeing to such terms as the Plan Administrator may require and only when recorded in
the Company’s record of outstanding Options. In the event an Option is transferred as contemplated hereby, the Option may not be subsequently transferred by the Permitted Transferee except a transfer back to the Participant or by will or the
laws of descent and distribution. A transferred Option may be exercised by a Permitted Transferee to the same extent as, and subject to the same terms and conditions as, the Participant (except as otherwise provided herein), as if no transfer had
taken place. As used herein, “immediate family member” shall mean, with respect to any person, such person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, sister-in-law, and shall include adoptive relationships. In the event of exercise of a transferred Option by a Permitted Transferee, any amounts due to (or to be withheld by) the Company upon exercise of the Option
shall be delivered by (or withheld from amounts due to) the Participant, the Participant’s estate or the Permitted Transferee, in the reasonable discretion of the Company. 

In addition, to the extent permitted by applicable law and Rule 16b-3, the Plan Administrator may permit a recipient of a
Nonqualified Option to designate in writing during the Participant’s lifetime a Beneficiary to receive and exercise the Participant’s Nonqualified Options in the event of such Participant’s death. 

  
 20 








 (g)        Purchase for
Investment 
 The Plan Administrator shall have the right to require that each Participant or other person
who shall exercise an Option under the Plan, and each person into whose name the Common Stock shall be issued pursuant to the exercise of an Option, represent and agree that any and all Common Stock purchased pursuant to such Option is being
purchased for investment only and not with a view to the distribution or resale thereof and that such Common Stock will not be sold except in accordance with such restrictions or limitations as may be set forth in the Option or by the Plan
Administrator. This Section 7.3(g) shall be inoperative during any period of time when the Company has obtained all necessary or advisable approvals from governmental agencies and has completed all necessary or advisable registrations or other
qualifications of the Common Stock as to which Options may from time to time be granted as contemplated in Section 17. 
 (h)        No Repricing or Exchange 
 Except as provided in the Plan or upon approval of the Company’s stockholders, the Options granted under this Plan shall not be repriced. In particular, the Plan Administrator may not take any action
(i) to amend the terms of an outstanding Option to reduce the Option Price thereof, cancel an Option and replace it with a new Option with a lower Option Price, or that has an economic effect that is the same as any such reduction or
cancellation or (ii) to cancel an outstanding Option having an Option Price above the then-current Fair Market Value of the Common Stock in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of
the Company’s stockholders of such action. 
 SECTION 8 

STOCK APPRECIATION RIGHTS 
  

	8.1	 Grant of Stock Appreciation Rights 



Stock Appreciation Rights may be granted to Participants in such number, and at such times during the term of the Plan as
the Plan Administrator shall determine. The Plan Administrator may grant a Stock Appreciation Right or provide for the grant of a Stock Appreciation Right, either from time to time in the discretion of the Plan Administrator or automatically upon
the occurrence of specified events, including, without limitation, the achievement of Performance Goals or other performance measures, the satisfaction of an event or condition within the control of the recipient of the Stock Appreciation Right or
within the control of others. The granting of a Stock Appreciation Right shall take place when the Plan Administrator by resolution, written consent or other appropriate action determines to grant such a Stock Appreciation Right to a particular
Participant at a particular price. A Stock Appreciation Right may be granted freestanding or in tandem or in combination with any other Award under the Plan. 

  
 21 









	8.2	 Exercise of Stock Appreciation Rights 



A Stock Appreciation Right may be exercised upon such terms and conditions and for such term as the Plan Administrator
shall determine; provided, however, no Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary of the date of its grant. Upon exercise of a Stock Appreciation Right, a Participant shall be entitled to receive
Common Stock, or the cash equivalent, with an aggregate Fair Market Value determined by multiplying (i) the difference between the Fair Market Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right over the
price determined by the Plan Administrator on the date of grant (which price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant, except in the case of Stock Appreciation Rights that are granted in
assumption of, or in substitution for, outstanding awards previously granted by (x) a company acquired by the Company or a Subsidiary, or (y) a company with which the Company or a Subsidiary combines) times (ii) the number of shares
of Common Stock with respect to which the Stock Appreciation Right is exercised. The value of any fractional shares shall be paid in cash. 
  

	8.3	 Special Provisions Applicable to Stock Appreciation Rights 



Stock Appreciation Rights are subject to the following restrictions: 

(a)        A Stock Appreciation Right granted in tandem with any other Award
under the Plan shall be exercisable at such time or times as the Award to which it relates shall be exercisable, or at such other times as the Plan Administrator may determine. 

(b)        The right of a Participant to exercise a Stock Appreciation Right
granted in tandem with any other Award under the Plan shall be canceled if and to the extent the related Award is exercised or canceled. To the extent that a Stock Appreciation Right is exercised, the related Award shall be deemed to have been
surrendered unexercised and canceled. 
 (c)        A holder of Stock
Appreciation Rights shall have none of the rights of a stockholder until the Common Stock, if any, is issued to such holder pursuant to such holder’s exercise of such rights. 

(d)        The acquisition of Common Stock pursuant to the exercise of a Stock
Appreciation Right shall be subject to the same restrictions as would apply to the acquisition of Common Stock acquired upon exercise of an Option, as set forth in Section 7.3. 

 

	8.4	 No Repricing or Exchange 


 Except as provided in the Plan or upon approval of the Company’s stockholders, the Stock Appreciation Rights granted under this Plan shall not be repriced. In particular, the Plan Administrator may
not take any action (i) to amend the terms of an outstanding Stock Appreciation Right to reduce the grant price thereof, cancel a Stock Appreciation Right and replace it with a new Stock Appreciation Right with a lower grant price, or that has
an economic 

  
 22 








 
effect that is the same as any such reduction or cancellation or (ii) to cancel an outstanding Stock Appreciation Right having a grant price above the then-current Fair Market Value of the
Common Stock in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of the Company’s stockholders of such action. 
 SECTION 9 
 PERFORMANCE SHARES AND PERFORMANCE UNITS 

 

	9.1	 Grant of Performance Shares and Performance Units 



Subject to the limitations in Section 5.2, Performance Shares or Performance Units may be granted to Participants at
any time and from time to time as the Plan Administrator shall determine. The Plan Administrator shall have complete discretion in determining the number of Performance Shares or Performance Units granted to each Participant and the terms and
conditions thereof. Performance Shares and Performance Units may be granted alone or in combination with any other Award under the Plan. 
  

	9.2	 Value of Performance Shares and Performance Units 



The Plan Administrator shall establish Performance Goals for any specified Performance Periods. In no event shall a
Performance Period be less than one (1) year with respect to grants of Performance Shares or Performance Units. Prior to each grant of Performance Shares or Performance Units, the Plan Administrator shall establish an initial amount of Common
Stock for each Performance Share and an initial value for each Performance Unit granted to each Participant for that Performance Period. Prior to each grant of Performance Shares or Performance Units, the Plan Administrator also shall set the
Performance Goals that will be used to determine the extent to which the Participant receives Common Stock for the Performance Shares or payment of the value of the Performance Units awarded for such Performance Period. With respect to each such
Performance Goal utilized during a Performance Period, the Plan Administrator may assign percentages or other relative values to various levels of performance which shall be applied to determine the extent to which the Participant shall receive a
payout of the number of Performance Shares or value of Performance Units awarded. 
  

	9.3	 Payment of Performance Shares and Performance Units 



After a Performance Period has ended, the holder of a Performance Share or Performance Unit shall be entitled to receive
the value thereof as determined by the Plan Administrator. The Plan Administrator shall make this determination by first determining the extent to which the Performance Goals set pursuant to Section 9.2 have been met. The Plan Administrator
shall then determine the applicable percentage or other relative value to be applied to, and will apply such percentage or other relative value to, the number of Performance Shares or value of Performance Units to determine the payout to be received
by the Participant. In addition, with respect to Performance Shares and Performance Units granted to each Participant, no payout shall be made hereunder except upon written certification by the Plan Administrator that the applicable Performance
Goals have been satisfied to a particular extent. 

  
 23 









	9.4	 Form and Timing of Payment 


 The payment described in Section 9.3 shall be made in Common Stock, or in cash, or partly in Common Stock and partly in cash, at the discretion of the Plan Administrator and set forth in the Award
Agreement. The value of any fractional shares shall be paid in cash. Payment shall be made in a lump sum or installments as prescribed by the Plan Administrator or the Award Agreement, as applicable, and consistent with Section 409A. If Common
Stock is to be converted into an amount of cash on any date, or if an amount of cash is to be converted into Common Stock on any date, such conversion shall be done at the then-current Fair Market Value of the Common Stock on such date. 

 

	9.5	 Dividend Equivalents 


 The Plan Administrator may provide that Performance Shares or Performance Units awarded under the Plan shall be entitled to an amount per Performance Share or Performance Unit equal in value to the cash
dividend, if any, paid per share of Common Stock on issued and outstanding shares, on the dividend payment dates (“Dividend Payment Date”) occurring during the period between the date on which the Performance Shares or Performances Unit
are granted to the Participant and the date on which such Performance Shares or Performance Units are settled, cancelled, forfeited, waived, surrendered or terminated under the Plan. Such paid amounts called “dividend equivalents” shall be
accrued and paid in cash and/or Common Stock (including reinvestment in additional shares of Common Stock) and paid at such time as the Performance Share or Performance Unit to which it relates vests and settles as the Plan Administrator shall
determine. The number of shares of Common Stock to be issued and/or reinvested shall be determined based on the Fair Market Value on the Dividend Payment Date. In the event the dividend equivalents are deferred, they shall be payable in accordance
with the requirements of Section 409A. 
 SECTION 10 
 RESTRICTED STOCK 
  

	10.1	 Grant of Restricted Stock 


 Subject to the limitations in Section 5.2, Restricted Stock may be granted to Participants in such number and at such times during the term of the Plan as the Plan Administrator shall determine. The
Plan Administrator may grant Restricted Stock or provide for the grant of Restricted Stock, either from time to time in the discretion of the Plan Administrator or automatically upon the occurrence of specified events. 

 

	10.2	 Restriction Period 


 Except as permitted by the Plan Administrator and specified in the Award Agreement, during a period following the date of grant, as determined by the Plan Administrator, which in no event shall be less
than three (3) years with respect to Restricted Stock subject to restrictions 

  
 24 








 
based upon time and one (1) year with respect to Restricted Stock subject to restrictions based upon the achievement of specific Performance Goals or other performance measures (the
“Restriction Period”) the Restricted Stock shall be subject to Section 18.2. During the Restriction Period, the Plan Administrator shall evidence the restrictions on the shares of Restricted Stock in such a manner as it determines is
appropriate (including, without limitation, (i) by means of appropriate legends on shares of Restricted Stock that have been certificated and (ii) by means of appropriate stop-transfer orders on shares of Restricted Stock credited to
book-entry accounts). 
  

	10.3	 Other Restrictions 


 The Plan Administrator shall impose such other restrictions on Restricted Stock granted pursuant to the Plan as it may deem advisable, including Performance Goals or other performance measures. The Plan
Administrator may require, under such terms and conditions as it deems appropriate or desirable, that the certificates for Restricted Stock delivered under the Plan may be held in custody by a bank or other institution, or that the Company may
itself hold such shares in custody until the Restriction Period expires or until restrictions thereon otherwise lapse, and may require, as a condition of any issuance of Restricted Stock that the Participant shall have delivered a stock power
endorsed in blank relating to the shares of Restricted Stock. 
  

	10.4	 Voting Rights; Dividends and Other Distributions 



A Participant receiving a grant of Restricted Stock shall be recorded as a stockholder of the Company. Except as
otherwise provided under the terms of the Plan or an Award Agreement, a Participant who receives a grant of Restricted Stock shall have the rights of a stockholder with respect to such shares (except as provided in the restrictions on
transferability), including the right to vote the shares and receive dividends and other distributions paid with respect to the underlying shares of Common Stock. The Plan Administrator may require that any cash dividend paid on a share of Common
Stock subject to the Restricted Stock be (i) paid in cash on or about the Dividend Payment Date or accrued and paid at such time as the Restricted Stock to which it relates vests and settles, (ii) paid in Common Stock on or about the
Dividend Payment Date or accrued and/or reinvested in additional shares of Common Stock and paid at such time as the Restricted Stock to which it relates vests and settles, or (iii) paid in any combination thereof of cash or Common Stock and
paid at such times as the Plan Administrator shall determine. The number of shares of Common Stock to be issued and/or reinvested shall be determined based on the Fair Market Value on the Dividend Payment Date. In the event the dividends are
deferred, they shall be payable in accordance with the requirements of 409A. 
  

	10.5	 Issuance of Shares; Settlement of Awards 



When the restrictions imposed by Section 10.2 expire or otherwise lapse with respect to one or more shares of
Restricted Stock, the Participant shall be obligated to return to the Company any certificate(s) representing shares of Restricted Stock (if applicable), and the Company shall deliver to the Participant one (1) share of Common Stock (which may
be delivered in book-entry or certificated form) in satisfaction of each share of Restricted Stock, which shares so delivered shall not contain any legend. The delivery of shares pursuant to this


  
 25 








 
Section 10.5 shall be subject to any required share withholding to satisfy tax withholding obligations pursuant to Section 18.10. Any fractional shares subject to such Restricted Stock
shall be paid to the Participant in cash. 
 SECTION 11 
 RESTRICTED STOCK UNITS 
  

	11.1	 Grant of Restricted Stock Units 


 Subject to the limitations in Section 5.2, Restricted Stock Units may be granted to Participants in such number and at such times during the term of the Plan as the Plan Administrator shall
determine. The Plan Administrator may grant Restricted Stock Units or provide for the grant of Restricted Stock Units, either from time to time in the discretion of the Plan Administrator or automatically upon the occurrence of specified events.

  

	11.2	 Restriction Period 


 Except as permitted by the Plan Administrator and specified in the Award Agreement, during a period following the date of grant, as determined by the Plan Administrator, which in no event shall be less
than three (3) years with respect to Restricted Stock Units subject to restrictions based upon time and one (1) year with respect to Restricted Stock Units subject to restrictions based upon the achievement of specific Performance Goals or
other performance measures (the “Restriction Period”) the Restricted Stock Units shall be subject to Section 18.2. 
  

	11.3	 Other Restrictions 


 The Plan Administrator shall impose such other restrictions on Restricted Stock Units granted pursuant to the Plan as it may deem advisable, including the requirement that certain pre-established
Performance Goals be met. A Participant receiving a grant of Restricted Stock Units shall not be recorded as a stockholder of the Company and shall not acquire any rights of a stockholder unless or until the Participant is issued shares of Common
Stock in settlement of such Restricted Stock Units. 
  

	11.4	 Dividend Equivalents 


 The Plan Administrator may provide that Restricted Stock Units awarded under the Plan shall be entitled to an amount per Restricted Stock Unit equal in value to the cash dividend, if any, paid per share
of Common Stock on issued and outstanding shares, on the Dividend Payment Dates occurring during the period between the date on which the Restricted Stock Units are granted to the Participant and the date on which such Restricted Stock Units are
settled, cancelled, forfeited, waived, surrendered or terminated under the Plan. Such paid amounts called “dividend equivalents” shall be (i) paid in cash on or about the Dividend Payment Date or accrued and paid at such time as the
Restricted Stock Unit to which it relates vests and settles, (ii) paid in Common Stock on or about the Dividend Payment Date or accrued and/or reinvested in additional shares of Common Stock and paid at such time as the Restricted Stock Units
to 

  
 26 








 
which it relates vests and settles, or (iii) paid in any combination thereof of cash or Common Stock and paid at such times as the Plan Administrator shall determine. The number of shares of
Common Stock to be issued and/or reinvested shall be determined based on the Fair Market Value on the Dividend Payment Date. In the event the dividend equivalents are deferred, they shall be payable in accordance with the requirements of
Section 409A. 
  

	11.5	 Issuance of Shares; Settlement of Awards 



When the restrictions imposed by Section 11.2 expire or otherwise lapse with respect to one or more Restricted Stock
Units, Restricted Stock Units shall be settled (i) in cash or (ii) by the delivery to the Participant of the number of shares of Common Stock equal to the number of the Participant’s Restricted Stock Units that are vested, or any
combination thereof, as the Plan Administrator shall determine and in accordance with Section 409A. The delivery of shares pursuant to this Section 11.5 shall be subject to any required share withholding to satisfy tax withholding
obligations pursuant to Section 18.10. Any fractional shares subject to such Restricted Stock Units shall be paid to the Participant in cash. 
 SECTION 12 
 INCENTIVE AWARDS 

 

	12.1	 Incentive Awards 


 Prior to the beginning of each Performance Period, or not later than ninety (90) days following the commencement of the relevant fiscal year (or such other time as may be required or permitted for
“performance-based compensation” under Section 162(m), if applicable), the Plan Administrator shall establish Performance Goals or other performance measures which must be achieved for any Participant to receive an Incentive Award for
that Performance Period. The Performance Goals or other performance measures may be based on any combination of corporate and business unit Performance Goals or other performance measures. The Plan Administrator may also establish one or more
Company-wide Performance Goals or other performance measures which must be achieved for any Participant to receive an Incentive Award for that Performance Period. Such Performance Goals or other performance measures may include a threshold level of
performance below which no Incentive Award shall be earned, target levels of performance at which specific Incentive Awards will be earned, and a maximum level of performance at which the maximum level of Incentive Awards will be earned. Each
Incentive Award shall specify the amount of cash and the amount of any other Awards subject to such Incentive Award. 
  

	12.2	 Performance Goal Certification 


 An Incentive Award shall become payable to the extent provided herein in the event that the Plan Administrator certifies in writing prior to payment of the Incentive Award that the Performance Goals or
other performance measures selected for a particular Performance Period have been attained. In no event will an Incentive Award be payable under this Plan if the threshold level of performance set for each Performance Goal or other performance
measure for the applicable Performance Period is not attained. 

  
 27 









	12.3	 Discretion to Reduce Awards; Participant’s Performance 



The Plan Administrator, in its sole and absolute discretion and only prior to a Change of Control, may reduce the amount
of any Incentive Award otherwise payable to a Participant upon attainment of any Performance Goal or other performance measure for the applicable Performance Period. A Participant’s individual performance must be satisfactory as determined by
the Plan Administrator, regardless of the Company’s performance and the attainment of Performance Goals or other performance measures, before he or she may be paid an Incentive Award. In evaluating a Participant’s performance, the Plan
Administrator shall consider the Performance Goals or other performance measures, the Participant’s responsibilities and accomplishments, and such other factors as it deems appropriate. 

 

	12.4	 Required Payment of Incentive Awards 



The Plan Administrator shall make a determination as soon as administratively possible after the information that is
necessary to make such a determination is available for a particular Performance Period whether the Performance Goals or other performance measures for the Performance Period have been achieved, the amount of the Incentive Award for each Participant
and whether the Incentive Award shall be paid in cash and/or other Awards under the Plan. The Plan Administrator shall certify the foregoing determinations in writing as provided in Section 2.30. In the absence of an election by the Participant
pursuant to Section 14, the Incentive Award shall be paid as soon as practicable after the end of the calendar year, but in no event later than March 15 following the end of the calendar year in which the foregoing determinations have been
made. 
 SECTION 13 
 CASH AWARDS AND OTHER STOCK-BASED AWARDS 
  

	13.1	 Grant of Cash Awards 


 Subject to the terms and provisions of this Plan, the Plan Administrator, at any time and from time to time, may grant cash awards to Participants in such amounts and upon such terms, including the
achievement of Performance Goals or other specific performance measures, as the Plan Administrator may determine (each, a “Cash Award”). 
  

	13.2	 Other Stock-Based Awards 


 The Plan Administrator may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted shares of
Common Stock, Awards in lieu of obligations to pay cash or deliver other property, or Common Stock) in such amounts and subject to such terms and conditions, as the Plan Administrator shall determine (each, an “Other Stock-Based Award”).
Such Other Stock-

  
 28 








 
Based Awards may involve the transfer of Common Stock to Participants, or payment in cash or otherwise of amounts based on or valued in whole or in part by reference to the value of Common Stock.

  

	13.3	 Value of Cash Awards and Other Stock-Based Awards 



Each Cash Award granted pursuant to this Section 13 shall specify a payment amount or payment range as determined by
the Plan Administrator. Each Other Stock-Based Award shall be expressed in terms of Common Stock or units based on Common Stock, as determined by the Plan Administrator. The Plan Administrator may establish performance measures applicable to such
Awards in its discretion. If the Plan Administrator exercises its discretion to establish performance measures, the number and/or value of such cash awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the
extent to which the performance measures are met. 
  

	13.4	 Payment of Cash Awards and Other Stock-Based Awards 



Payment, if any, with respect to a Cash Award or an Other Stock-Based Award shall be made in accordance with the terms of
the Award, in cash or Common Stock as the Plan Administrator determines and in accordance with Section 409A so as not to be treated as payment made pursuant to a nonqualified deferred compensation plan. The value of any fractional shares shall
be paid in cash. 
 SECTION 14 
 DEFERRAL ELECTIONS 
 The Plan Administrator may, to the extent
permitted by applicable law, permit Employees to defer Awards under the Plan. Any such deferrals shall be subject to such terms, conditions and procedures that the Company may establish from time to time in its sole discretion and consistent with
the advance and subsequent deferral election requirements of Section 409A. 
 SECTION 15 

TERMINATION OF SERVICE 
 The Award Agreement applicable to each Award shall set forth the effect of a Termination of Service upon such Award; provided, however, that, unless explicitly set forth otherwise in an Award Agreement or
as determined by the Plan Administrator, (i) all of a Participant’s unvested and/or unexercisable Awards shall automatically be forfeited upon a Termination of Service for any reason, and, as to Awards consisting of Options or Stock
Appreciation Rights, the Participant shall be permitted to exercise the vested portion of the Option or Stock Appreciation Right for at least three months following termination of his or her employment, and (ii) all of a Participant’s
Awards (whether vested or unvested, exercisable or unexercisable) shall automatically be forfeited upon termination of the Participant’s employment for Cause. Provisions relating to the effect of a Termination of Service upon an Award shall be


  
 29 








 
determined in the sole discretion of the Plan Administrator and need not be uniform among all Awards or among all Participants. Unless the Plan Administrator determines otherwise in accordance
with Section 409A, the transfer of employment of a Participant as between the Company and a Subsidiary shall not constitute a Termination of Service. The Plan Administrator shall have the discretion to determine the effect, if any, that a sale
or other disposition of an Employer will have on the Participant’s Awards. 
 SECTION 16 

EFFECT OF A CHANGE OF CONTROL 
 Notwithstanding any other provision of the Plan to the contrary and unless otherwise provided in the Award Agreement, in the event of a Change of Control: 

 

	 	(a)	 Any Options and Stock Appreciation Rights outstanding which are not then exercisable and vested, shall become fully exercisable and vested upon the
termination of the Participant’s employment without Cause or for Good Reason during the Applicable Period. 


  

	 	(b)	 The restrictions applicable to any Restricted Stock or Restricted Stock Unit Award which are not performance based shall lapse and such Restricted
Stock or Restricted Stock Unit shall become free of all restrictions and become fully vested and transferable upon the termination of the Participant’s employment without Cause or for Good Reason during the Applicable Period.



  

	 	(c)	 The restrictions applicable to any Performance Share or Performance Unit Award and any performance-based Restricted Stock or Restricted Stock Unit
Award granted pursuant to Sections 9, 10 or 11 shall become free of all restrictions and become fully vested and transferable upon the termination of the Participant’s employment without Cause or for Good Reason during the Applicable Period.



  

	 	(d)	 Any restrictions applicable to Cash Awards and Other Stock-Based Awards shall immediately lapse and become payable within twenty (20) days
following the termination of the Participant’s employment without Cause or for Good Reason during the Applicable Period. 


 For purposes of this Section 16 and unless otherwise provided in the Award Agreement, the term “Applicable Period” shall have the following meaning: (i) to the extent provided in an
Employee’s employment agreement, severance or other individual agreement, the term “Applicable Period” shall mean the protection period following a Change of Control provided in the such agreement with respect to such Employee,
(ii) in the case of an Employee covered by the Company’s Key Employee Change-of-Control Contract, the term “Applicable Period” shall mean the protection period following a Change of Control provided in the Key Employee
Change-of-Control Contract entered into with such Employee, (iii) in the case of an Employee covered by the Company’s Key Manager Change-of-Control Agreement, the term “Applicable Period” shall mean the protection period
following a Change of Control provided in the Key 

  
 30 








 
Manager Change-of-Control Agreement entered into with such Employee; and (iv) in the case of any Employee not covered by clause (i), (ii) or (iii) above, the term “Applicable
Period” shall mean the protection period following a Change of Control provided in the Company’s Employee Change-of-Control Plan, as it may be amended from time to time. 

In addition to the Plan Administrator’s authority set forth in Sections 5.3, in order to maintain the
Participants’ rights in the event of any Change of Control, the Plan Administrator, as constituted before such Change of Control, is hereby authorized, and has sole discretion, as to any Award, either at the time such Award is made hereunder or
any time thereafter, to take any one or more of the following actions: (i) provide for the purchase of any such Award for an amount of cash equal to the amount that could have been attained upon the exercise of such Award or realization of the
Participant’s rights had such Award been currently exercisable or payable, as long as such purchase does not result in taxation to the Participant under Section 409A; or (ii) cause any such Award then outstanding to be assumed, or new
rights substituted therefore, by the acquiring or surviving corporation after such Change of Control. The Plan Administrator may, in its discretion, include such further provisions and limitations in any Award Agreement, as it may deem equitable and
in the best interests of the Company. 
 SECTION 17 
 REGULATORY APPROVALS AND LISTING 
 The Company shall not be
required to issue any certificate or create a book-entry account for shares of Common Stock under the Plan prior to: 
 (a)        obtaining any approval or ruling from the Securities and Exchange Commission, the Internal Revenue Service or any other governmental agency which the
Company, in its sole discretion, shall determine to be necessary or advisable; 

(b)        listing of such shares on any stock exchange on which the Common Stock
may then be listed; and 
 (c)        completing any registration or
other qualification of such shares under any federal or state laws, rulings or regulations of any governmental body which the Company, in its sole discretion, shall determine to be necessary or advisable. 

All certificates, or book-entry accounts, for shares of Common Stock delivered under the Plan shall also be subject to
such stop-transfer orders and other restrictions as the Plan Administrator may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed
and any applicable federal or state securities laws, and the Plan Administrator may cause a legend or legends to be placed on any such certificates, or notations on such book-entry accounts, to make appropriate reference to such restrictions. The
foregoing provisions of this paragraph shall not be effective if and to the extent that the shares of Common Stock delivered under the Plan are covered by an effective and current registration statement under the Securities Act of 1933, as amended,
or if and so long as the Plan Administrator determines that application 

  
 31 








 
of such provisions are no longer required or desirable. In making such determination, the Plan Administrator may rely upon an opinion of counsel for the Company. Without limiting the foregoing,
the Plan Administrator may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any shares of Common Stock
issued under this Plan, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by one or more Participants and
(iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. 
 SECTION 18

 GENERAL PROVISIONS 
  

	18.1	 Clawback/Forfeiture Events 


 (a)        If required by Company policy, by the Sarbanes-Oxley Act of 2002 and/or by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or other
applicable laws, each Participant’s Award shall be conditioned on repayment or forfeiture in accordance with such applicable laws, Company policy, and any relevant provisions in the related Award Agreement. 

(b)        The Plan Administrator may specify in an Award Agreement or otherwise
that a Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting
or performance conditions of an Award. Such events may include, without limitation, termination of employment for Cause, violation of material policies that may apply to the Participant, breach of noncompetition, confidentiality, or other
restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company or a Subsidiary. 

 

	18.2	 Nontransferability 


 Unless otherwise provided in the Plan and permitted by law, including but not limited to the Code, the right of a Participant or Beneficiary to the payment of any Award granted under the Plan and the
rights and privileges conferred thereby shall not be subject to execution, attachment or similar process and may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by
the applicable laws of descent and distribution unless the Participant has received the Plan Administrator’s prior written consent. Except as otherwise provided for under the Plan, if any Participant attempts to transfer, assign, pledge,
hypothecate or otherwise dispose of any Award under the Plan or of any right or privilege conferred thereby, contrary to the provisions of the Plan or such Award, or suffers the sale or levy or any attachment or similar process upon the rights and
privileges conferred hereby, all affected Awards held by such Participant shall be immediately forfeited. 

  
 32 









	18.3	 No Individual Rights 


 Nothing contained in the Plan, or in any Award granted pursuant to the Plan, shall confer upon any Participant any right to continue in the employ of, or as a Consultant for, the Company or a Subsidiary,
nor interfere in any way with the right of the Company or a Subsidiary to terminate the employment or service of such Participant at any time with or without assigning any reason therefor, except to the extent expressly provided otherwise in a
written agreement between the Participant and the Company or any Employer. 
  

	18.4	 Other Compensation 


 Unless determined otherwise by the Plan Administrator or required by contractual obligations, the grant, vesting or payment of Awards under the Plan shall not be considered as part of an Employee’s
salary or used for the calculation of any other pay, allowance, pension or other benefit unless otherwise permitted by other benefit plans provided by the Company or a Subsidiary, or required by law or by contractual obligations of the Company or a
Subsidiary. 
  

	18.5	 Leaves of Absence and Change in Status 



Leaves of absence for such periods and purposes conforming to the personnel policy of the Company, or of a Subsidiary, as
applicable, shall not be deemed a Termination of Service, unless a Participant commences a leave of absence from which he or she is not expected to return to active employment or service with the Company or a Subsidiary. The foregoing
notwithstanding, with respect to Incentive Stock Options, employment shall not be deemed to continue beyond the first ninety (90) days of such leave unless the Participant’s reemployment rights are guaranteed by statute or contract. With
respect to any Participant who, after the date an Award is granted under this Plan, ceases to be employed by or provide services to the Company or a Subsidiary on a full-time basis but continues to be employed or provide services on a part-time
basis, the Plan Administrator may make appropriate adjustments, as determined in its sole discretion, as to the number of shares issuable under, the vesting schedule of, or the amount payable under any unvested Awards held by such Participant.

  

	18.6	 Transfers 


 In the event a Participant is transferred from the Company to a Subsidiary, or vice versa, or is promoted or given different responsibilities, Awards granted to the Participant prior to such date shall
not be affected. 
  

	18.7	 Unfunded Obligations 


 Any amounts (deferred or otherwise) to be paid to Participants pursuant to the Plan are unfunded obligations. Neither the Company nor any Subsidiary is required to segregate any monies from its general
funds, to create any trusts or to make any special deposits with respect to this obligation. The Plan Administrator, in its sole discretion, may direct the Company to share with a Subsidiary the costs of a portion of the Incentive Awards paid to
Participants who are 

  
 33 








 
executives of those companies. Beneficial ownership of any investments, including trust investments which the Company may make to fulfill this obligation, shall at all times remain in the
Company. Any investments and the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or a fiduciary relationship between the Plan Administrator, the Company or any Subsidiary and a Participant, or
otherwise create any vested or beneficial interest in any Participant or the Participant’s Beneficiary or the Participant’s creditors in any assets of the Company or a Subsidiary whatsoever. The Participants shall have no claim against the
Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan. 
  

	18.8	 Beneficiaries 


 The designation of a Beneficiary shall be on a form provided by the Company, executed by the Participant (with the consent of the Participant’s spouse, if required by the Company for reasons of
community property or otherwise), and delivered to a designated representative of the Company. The Company may, in its discretion, utilize an electronic process for Beneficiary designations. A Participant may change his or her Beneficiary
designation at any time. A designation by a Participant under any predecessor plans shall remain in effect under the Plan unless such designation is revoked or changed under the Plan. In the event that a Participant becomes divorced, a Beneficiary
designation under this Plan or a predecessor plan in favor of his or her divorced spouse shall become void as of the effective date of the divorce, unless the Participant re-designates the former spouse as his or her Beneficiary following the
effective date of the divorce. If no Beneficiary is designated, if the designation is ineffective, or if the Beneficiary dies before the balance of a Participant’s benefit is paid, the balance shall be paid to the Participant’s spouse, or
if there is no surviving spouse, to the Participant’s estate. Notwithstanding the foregoing, however, a Participant’s Beneficiary shall be determined under applicable state law if such state law does not recognize Beneficiary designations
under plans of this sort and is not preempted by laws which recognize the provisions of this Section 18.8. In the event that the Plan Administrator determines that two or more claims are made by claimed Beneficiaries against the Plan for an
Award, the Plan Administrator may initiate an interpleader action in a court of competent jurisdiction to resolve the controversy. 
 In the event that an Award has vested, its restrictions have lapsed, or it has been exercised and the underlying shares of Common Stock relating to such award have been transferred to a brokerage account,
it is the responsibility of the Participant to establish and maintain beneficiary designations with that broker. 
  

	18.9	 Governing Law 


 The Plan shall be construed and governed in accordance with the laws of the State of Texas. 

  
 34 








 18.10 Satisfaction of Tax Obligations 

Appropriate provision shall be made for all taxes required to be withheld in connection with the exercise, grant, vesting
or other taxable event of Awards under the applicable laws and regulations of any governmental authority, whether federal, state or local and whether domestic or foreign, including, without limitation, the required withholding of a sufficient amount
of Common Stock otherwise issuable to an Employee to satisfy the said required minimum tax withholding obligations. To the extent provided by the Plan Administrator, an Employee is permitted to deliver Common Stock (including shares acquired
pursuant to the exercise of an Option or Stock Appreciation Right other than the Option or Stock Appreciation Right currently being exercised, to the extent permitted by applicable regulations) for payment of withholding taxes on the exercise of an
Option or Stock Appreciation Right, upon the grant or vesting of Restricted Stock or Restricted Stock Units or upon the payout of Performance Shares, Performance Units or Incentive Awards. Common Stock may be required to be withheld from the shares
issuable to the Employee upon the exercise of an Option or Stock Appreciation Right, upon the vesting of Restricted Stock or Restricted Stock Units or upon the payout of Performance Shares or Performance Units to satisfy such minimum required tax
withholding obligations. The Fair Market Value of Common Stock as delivered pursuant to this Section 18.10 shall be determined as of the day of release, and shall be calculated in accordance with Section 2.18. 

Any Participant who makes a Section 83(b) election under the Code shall, within ten (10) days of making such
election, notify the Company in writing of such election and shall provide the Company or such Participant’s Employer with a copy of such election form filed with the Internal Revenue Service. 

A Participant is solely responsible for obtaining, or failing to obtain, tax advice with respect to participation in the
Plan prior to the Participant’s (i) entering into any transaction under or with respect to the Plan, (ii) designating or choosing the times of distributions under the Plan, or (iii) disposing of any Common Stock issued under the
Plan. 
 18.11 Participants in Foreign Jurisdictions 

The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary
or desirable to comply with provisions of the laws of any countries in which the Company or any Subsidiary may operate to ensure the viability of the benefits from Awards granted to Participants employed in such countries, to meet the requirements
of local laws that permit the Plan to operate in a qualified or tax-efficient manner, to comply with applicable foreign laws and to meet the objectives of the Plan; provided, however, that no such action taken pursuant to this Section 18.11
shall result in a “material revision” of the Plan under applicable securities exchange governance rules. 

  
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 SECTION 19 
 REGULATORY COMPLIANCE 
  

	19.1	 Rule 16b-3 of the Exchange Act and Section 162(m) 



The Company’s intention is that, so long as any of the Company’s equity securities are registered pursuant to
Section 12(b) or 12(g) of the Exchange Act, the Plan shall comply in all respects with the rules of any exchange on which the Common Stock is traded and with Rule 16b-3. In addition, it is the Company’s intention that, as to Covered
Employees, unless otherwise indicated in an Award Agreement, Options, Stock Appreciation Rights, Performance Shares, Performance Units and Incentive Awards shall be designed to qualify as performance-based compensation under Section 162(m). If
any Plan provision is determined not to be in compliance with the foregoing intentions, that provision shall be deemed modified as necessary to meet the requirements of any such exchange, Rule 16b-3 and Section 162(m). 

 

	19.2	 Section 409A 


 The Plan is intended to be administered, operated and construed in compliance with Section 409A and any guidance issued thereunder. Notwithstanding this or any other provision of the Plan to the
contrary, the Board or the Plan Administrator may amend the Plan in any manner, or take any other action, that either of them determines, in its sole discretion, is necessary, appropriate or advisable to cause the Plan to comply with
Section 409A and any guidance issued thereunder. Any such action, once taken, shall be deemed to be effective from the earliest date necessary and applicable to avoid a violation of Section 409A and shall be final, binding and conclusive
on all Employees and other individuals having or claiming any right or interest under the Plan. 

Notwithstanding the provisions of the Plan or any Award Agreement, if a Participant is a “specified employee”
upon his or her “separation from service” (within the meaning of such terms in Section 409A under such definitions and procedures as established by the Company in accordance with Section 409A), any portion of a payment,
settlement or other distribution made upon such a “separation from service” that would cause the acceleration of, or an addition to, any taxes pursuant to Section 409A will not commence or be paid until a date that is six
(6) months and one (1) day following the applicable “separation from service.” Any payments, settlements or other distributions that are delayed pursuant to this Section 19.2 following the applicable “separation from
service” shall be accumulated and paid to the Participant in a lump sum without interest on the first business day immediately following the required delay period. 
 SECTION 20 
 ESTABLISHMENT AND TERM OF PLAN 

The Plan was adopted by the Board on February 16, 2012, and is subject to approval by the Company’s stockholders. If
approved by the stockholders, this Plan will replace the Prior Plan, and no further Awards will be made under the Prior Plan. This Plan shall become effective 

  
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on the Effective Date, and shall remain in effect, subject to the right of the Board to terminate the Plan at any time pursuant to Section 21, until all Common Stock subject to it shall have
been purchased or acquired according to the provisions herein. However, in no event may an Award be granted under the Plan on or after the tenth (10th) anniversary of the Effective Date. After this Plan is terminated, no future Awards may be
granted pursuant to the Plan, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions. 

SECTION 21 

AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN 
  

	21.1	 Amendment of Plan 


 Subject to approval of the Board with respect to amendments that are required by law or regulation or stock exchange rules to be submitted to the stockholders of the Company for approval, the Compensation
and Benefits Committee may from time to time make such amendments to the Plan as it may deem proper and in the best interest of the Company, including, without limitation, any amendment necessary to ensure that the Company may obtain any regulatory
approval referred to in Section 16; provided, however, that (i) to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required, and (ii) except as otherwise provided in the Plan, no
change in any Award previously granted under the Plan may be made without the consent of the Participant if such change would impair the right of the Participant under the Award to acquire or retain Common Stock or cash that the Participant may have
acquired as a result of the Plan. 
  

	21.2	 Termination or Suspension of Plan 


 The Compensation and Benefits Committee may at any time suspend the operation of or terminate the Plan with respect to any Common Stock or rights which are not at that time subject to any Award
outstanding under the Plan. 
  

	21.3	 Section 162(m) Approval 


 If so determined by the Plan Administrator, the provisions of the Plan relating to Performance Goals and Awards that are intended to constitute “performance-based compensation” under
Section 162(m) shall be disclosed to, and reapproved by, the Company’s stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which the Effective Date occurs (or at any such other time
as may be required or allowed by Section 162(m)) in order for Awards that are intended to constitute “performance-based compensation” under Section 162(m) granted after such time to be exempt from the deduction limitations of
Section 162(m). 

  
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 IN WITNESS WHEREOF, the Company has caused the Plan to be executed effective
as of May 15, 2012. 
  

	
	ANADARKO PETROLEUM CORPORATION
	
	/s/ Julia A. Struble
	 Julia A. Struble

Vice President, Human Resources




  
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