Form of Omnibus Incentive Compensation Plan Restricted Stock Unit Award Ltr




 EXHIBIT 10(lii) 
 ANADARKO PETROLEUM CORPORATION 1201 LAKE ROBBINS DRIVE, THE WOODLANDS, TEXAS 77380 
 P.O. BOX 1330 HOUSTON, TEXAS 77251-1330 U.S.A. PH. (832)636-1000 
 

 
 PERSONAL AND CONFIDENTIAL 
 [Date] 
 Dear [Officer]: 
 To
encourage Anadarko executives to accomplish the many strategic and financial objectives that are critical to the long-term success of the Company and to align further the interest of the Anadarko management with its shareholders, the Benefits and
Compensation Committee of the Anadarko Board of Directors approved a grant of restricted stock units (“RSUs”). This grant is subject to all terms and conditions of the Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation
Plan, as amended from time to time (the “Plan”). The Plan is available via the Anadarko intranet at the following address: http://insider/hr/stock_plan.htm. 
 Effective [Date], you will receive a grant of [Number] RSUs, which vest over a period of time. Provided you remain continuously employed within the Anadarko organization until such dates, one-third of the RSUs will
vest on [Date], one-third on [Date], and the remaining one-third on [Date] (each considered a “Vesting Period”). 
 At the end of each Vesting
Period, the value attributed to the number of RSUs that vest on such date shall be reduced by the applicable payroll taxes as a result of such vesting, and the resulting amount shall then be converted into shares of unrestricted Anadarko common
stock using the closing price of the Company common stock on the date of such vesting. 
 Dividend Equivalents shall be paid to you in cash with respect to
the RSUs and on a current basis, less applicable withholding taxes. The RSUs do not have voting rights. They do, however, count toward any stockownership requirements. 
 You will be allowed to make an election to defer your entire RSU award. All deferral elections and distributions must be made in compliance with 409A regulations and made on a separate form provided by Anadarko to
you. 
 If you voluntarily terminate your employment, including retirement, or in the event you are terminated for cause, all unvested RSUs and unpaid RSU
Dividend Equivalents will be 









 
immediately forfeited. Upon your death, disability (as defined in the Company’s disability plan), your involuntary termination without cause or a change
of control event (as defined in the Plan) all your unvested RSUs will immediately vest and any unpaid RSU Dividend Equivalents due but not yet paid will immediately be paid. Your RSUs are subject to several restrictions, including that such RSUs may
not be transferred, sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, or disposed of to the extent then subject to restrictions. 
 Once RSUs have vested and shares of Anadarko common stock have been delivered to you, you are free to sell, gift or otherwise dispose of such shares; provided that you comply with the applicable restrictions under the Company’s Insider
Trading Policy (including the receipt of pre-clearance) and the applicable stock ownership requirements. 
 If you have any questions on this grant, please
call me at             . 
 Sincerely,