exv10w4






Exhibit 10.4




Western Gas Holdings, LLC

Equity Incentive Plan

Amended and Restated Award Agreement

Grant of Unit Appreciation Rights, Unit Value Rights and DERs




	 	 	 
	Participant:
	 	 
	 
	Grant Date:

	 	April 2, 2008






     WHEREAS, an Award was granted to you on April 2, 2008 pursuant to the Western Gas Holdings,
LLC Equity Incentive Plan (the “Plan”), adopted by Western Gas Holdings, LLC, a Delaware limited
liability company (the “Company”) and the general partner of Western Gas Partners, LP, a Delaware
limited partnership (the “Partnership”), effective as of April 2, 2008 and as reflected in the
Award Agreement of the same date; and



     WHEREAS, the terms of the Plan are hereby incorporated by reference, noting that in the event
of any conflict between the terms of this Award Agreement and the Plan, the Plan shall control, and
further that capitalized terms used in this Award Agreement but not defined herein are defined in
the Plan, unless the context requires otherwise; and



WHEREAS, the Company has amended and restated the Plan and must make accompanying changes to your
Award Agreement in order to comply with Internal Revenue Service regulations, notices and
guidelines promulgated under Section 409A of the Internal Revenue Code of 1986, as amended.



     NOW THEREFORE, the Award Agreement is amended and restated, dated December 19, 2008 and
effective as of April 2, 2008, to read as follows:




	1.	 	Award Grant.






	 	(a)	 	Unit Appreciation Rights. The Company hereby grants to you ___Unit Appreciation
Rights in the Company under the Plan on the terms and conditions set forth herein and in the Plan,
which is incorporated herein by reference as a part of this Award Agreement.
	 
	 	(b)	 	Unit Value Rights. The Company hereby grants to you ___Unit Value Rights in the
Company under the Plan on the terms and conditions set forth herein and in the Plan, which is
incorporated herein by reference as a part of this Award Agreement.
	 
	 	(c)	 	DERs. The Company hereby grants to you ___DERs in the Company under the Plan on
the terms and conditions set forth herein and in the Plan, which is incorporated herein by
reference as a part of this Award Agreement.
	 
	 	(d)	 	Unit Appreciation Right Exercise Price. The Unit Appreciation Right Exercise Price
on the Grant Date under this Award Agreement is $50.00.
	 
	 	(e)	 	Valuation of Unit Value Rights. The Value of a Unit Value Right on the Grant Date




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	 	 	 	under this Award Agreement is $50.00.
	 
	 	(f)	 	Expiration Date. The Expiration Date of the Unit Appreciation Rights and the DERs
granted to you is the 10th anniversary of the Grant Date; provided, however, that if you
voluntarily terminate your employment with the Company after the Unit Appreciation Rights have
vested, the Expiration Date of the Unit Appreciation Rights will be the earlier to occur of (i) the
90th day after your voluntary termination and (ii) the 10th anniversary of
the Grant Date.






	2.	 	Vesting, Notice and Forfeiture.






	 	(a)	 	Vesting.






(i) The Unit Appreciation Rights granted to you shall vest: (x) in one-third increments over a
three-year period commencing on the first anniversary of the Grant Date, such that all such Unit
Appreciation Rights shall have vested as of the third anniversary of the Grant Date; or
(y) immediately upon any of the following events, if they occur earlier: (A) a Change of Control,
(B) the closing of an initial public offering of the Company, (C) the involuntary termination of
your employment with the Company and its Affiliates (with or without cause), (D) your death, (E)
your disability, as defined under Section 409A or (F) an Unforeseeable Emergency. You may exercise
the portion of your Unit Appreciation Rights that have vested in accordance with Section 3 hereof.
The vesting of any Unit Appreciation Rights shall constitute a “Unit Appreciation Right Vesting
Event.”




(ii) The Unit Value Rights granted to you shall vest: (x) in one-third increments over a three-year
period commencing on the first anniversary of the Grant Date, such that all such Unit Value Rights
shall have vested as of the third anniversary of the Grant Date; or (y) immediately upon any of the
following events, if they occur earlier: (A) a Change of Control, (B) your termination of
employment with the Company and its Affiliates due to involuntary termination (with or without
cause), (C) your death, (D) your disability, as defined under Section 409A, (E) the closing of an
initial public offering of the Company or (F) an Unforeseeable Emergency. The vesting of Unit Value
Rights shall constitute a “Unit Value Right Payment Event.”




(iii) The DERs granted to you shall vest upon (A) a Change of Control, (B) your termination of
employment with the Company and its Affiliates due to involuntary termination (with or without
cause), (C) your death, (D) your disability, as defined under Section 409A, (E) the closing of an
initial public offering of the Company, (F) the date three days in advance of the Expiration Date,
or (G) an Unforeseeable Emergency. The vesting of DERs shall constitute a “DER Payment Event.”




	 	(b)	 	Notice for Unit Appreciation Rights. Thirty (30) days prior to a Change in
Capitalization or a Fundamental Change, the Company shall provide written notice by certified mail,
return receipt requested (or the equivalent thereof, unless a written waiver




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	 	 	 	is obtained certifying
that such notice delivery requirement has been met) to each Participant that holds a vested Unit
Appreciation Right of such Change in Capitalization or Fundamental Change.
	 
	 	(c)	 	Forfeiture upon Termination of Employment. If your employment with the Company and
its Affiliates terminates for any reason prior to the vesting of a Unit Value Right, Unit
Appreciation Right or DER, such Unit Value Right, Unit Appreciation Right or DER shall be forfeited
automatically upon such termination, without payment, unless otherwise determined by the Committee
pursuant to the Plan.






	3.	 	Payment Events.






	 	(a)	 	Award payments for Unit Appreciation Rights are eligible to be received at any time following
a Unit Appreciation Right Vesting Event and upon the exercise by a Participant of any such
vested Unit Appreciation Rights prior to the Expiration Date. You may exercise a Vested
Appreciation Right by sending a written request for such exercise to the General Counsel and
Corporate Secretary via certified mail or its equivalent (unless a written waiver is obtained
certifying that such notice delivery requirement has been met). Receipt of such written
request by the General Counsel and Corporate Secretary shall constitute a Unit Appreciation
Right Payment Event. Failure to exercise any Unit Appreciation Right prior to the Expiration
Date results in the forfeiture of such Unit Appreciation Right.
	 
	 	(b)	 	Award payments for vested Unit Value Rights as described in paragraph 2 of this Award
Agreement are eligible to be received upon the occurrence of a Unit Value Right Payment Event.
	 
	 	(c)	 	Award payments for vested DERs as described in paragraph 2 of this Award Agreement are
eligible to be received upon the occurrence, prior to the Expiration Date (as defined above),
of a DER Payment Event.






	4.	 	Payment of Awards.






	 	(a)	 	As soon as administratively practicable after a Unit Appreciation Right Payment Event, and in
any event not later than thirty (30) days after such Unit Appreciation Right Payment Event,
you shall receive, in exchange for and in complete satisfaction of your vested Unit
Appreciation Rights, from the Company a lump-sum cash payment equal to the Value of a Unit
Appreciation Right for each Unit Appreciation Right that is exercised.
	 
	 	(b)	 	As soon as administratively practicable after the Unit Value Right Payment Event, and in any
event not later than thirty (30) days after such Unit Value Right Payment Event, you shall
receive, in exchange for and in complete satisfaction of your vested Unit Value Rights, from
the Company a lump-sum cash payment equal to the Value of a Unit Value Right for each Unit
Value Right subject to a Unit Value Right Payment Event.




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	 	(c)	 	As soon as administratively practicable after the DER Payment Event, and in any event not
later than thirty (30) days after such DER Payment Event, you shall receive, in exchange for
and in complete satisfaction of your vested DERs, from the Company a lump-sum cash payment
equal to the Value of a DER for each Unit Value Right subject to a DER Payment Event.






	5.	 	Restatements. If the Company is required to file a material accounting restatement due
to the material noncompliance of the Company, as a result of misconduct, with any financial
reporting requirement under the securities laws, and if a Participant knowingly engaged in the
misconduct, was grossly negligent with respect to such misconduct, or knowingly or grossly
negligently failed to prevent the misconduct (whether or not the Participant is one of the
individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002),
the Committee may determine that a Participant shall reimburse the Company the amount of any
payment in settlement of an Award earned or accrued during the twelve-month period following the
first public issuance or filing with the United States Securities and Exchange Commission
(whichever first occurred) of the financial document embodying such financial reporting
requirement.
	 
	6.	 	Limitations upon Transfer. All rights under this Award Agreement shall belong to you
alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by
operation of law or otherwise), other than by will or the laws of descent and distribution and
shall not be subject to execution, attachment, or similar process. Upon any attempt by you to
transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the
provisions in this Award Agreement or the Plan, or upon the levy of any attachment or similar
process upon such rights, such rights shall immediately become null and void.
	 
	7.	 	Withholding of Taxes. To the extent that an Award payment pursuant to a Unit
Appreciation Right, Unit Value Right or DER results in the receipt of compensation by you with
respect to which the Company or an Affiliate has a tax withholding obligation pursuant to
applicable law, the Company or such Affiliate shall withhold such amount of tax from the Award
payment, and take such other action as may be necessary in the opinion of the Company to satisfy
its withholding obligations for the payment of applicable taxes.
	 
	8.	 	Section 409A. As described in the Plan, an Award payable under this Plan is not intended
to constitute deferred compensation within the meaning of Section 409A. In the event an Award does
constitute deferred compensation, the terms of this Award Agreement shall be executed in compliance
with the applicable provisions of Section 409A. In no event shall any payment due under Section 4
hereof be made later than the 15th day of the third month following the year in which a
right to payment with respect to the relevant Award arises under Section 4 hereof. Notwithstanding
the provisions in the previous sentence, the failure to make a payment by the time specified
therefor under Section 4 hereof shall constitute a breach by the Company of such payment
obligation. To the extent any of the terms of this Award Agreement conflict therewith, the Company
has the unilateral right to amend the terms of this Award Agreement as it deems necessary to comply
with the provisions of Section 409A.




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	9.	 	Binding Effect. This Award Agreement shall be binding upon and inure to the benefit of
any successor or successors of the Company, its member(s), and its Affiliates and upon the
Participant or any beneficiaries of the Participant.
	 
	10.	 	Entire Agreement. This Award Agreement constitutes the entire agreement of the parties
with regard to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to the Award
granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and
agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null
and void and of no further force and effect.
	 
	11.	 	Modifications. Except as provided below, any modification of this Award Agreement shall
be effective only if it is in writing and signed by both you and an authorized officer of the
Company.
	 
	12.	 	Governing Law. This Award Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas, without regard to conflicts of laws principles thereof.





	 	 	 	 	 
	PARTICIPANT	 	 
	 
	 	 	 	 
	 	 	 
	Name:
	 	 	 	 
	 
	 	 	 	 
	WESTERN GAS HOLDINGS, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name: Robert G. Gwin	 	 
	Title: President and Chief Executive Officer	 	 







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