exv10w1



 






EXHIBIT 10.1




November, 2005




ANADARKO PETROLEUM CORPORATION




1998 DIRECTOR STOCK PLAN

STOCK OPTION AGREEMENT



1. To the extent that the right to purchase shares has accrued hereunder, the Options, or any part
thereof, may be exercised by giving written notice of exercise to the Corporate Secretary of the
Company specifying the number of shares to be purchased and the method of purchase. If Anadarko
Common Stock is used to exercise the Options, the fair market value of such Common Stock shall be
the mean of the high and low prices of shares of Common Stock of the Company traded on the date of
exercise as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System.
Date of exercise shall be deemed to be the date set forth on the notice of exercise. Such exercise
shall be subject to payment and such approval as may be required under policies and procedures
established by the Committee designated by the Board of Directors of the Company to administer and
interpret the Plan (the “Committee”). No shares shall be issued or delivered until full payment
therefor has been made.



2. The Options may not be exercised unless the Director is at the time of such exercise a director
of the Company and shall have been continuously a director of the Company, since the date of this
Agreement; provided, however, that the Options shall be exercisable following the termination or
expiration of the Director’s position as a director of the Company during the term of the Options
as follows:





          (i) Retirement or Disability. If the Director shall cease to be a director of
the Company by reason of (a) Retirement (as defined below) or (b) disability within the
meaning of Section 105(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”),
the Director (or, in the event of Director’s death, the Director’s legal representative)
may, within a period of not more than twenty-four (24) months after such cessation,
exercise the Option if and to the extent it was exercisable on the date of such cessation.
In no event may the Options be exercised more than ten (10) years from the date of grant.
“Retirement” for purposes hereof is defined as (i) 10 years of service as a director of the
Company (ii) attainment of age 55 and five years service as a director of the Company, or
(iii) attainment of 

age 65.




          (ii) Death of Director. In the event of the death of the Director while a
director of the Company, any Option granted to the Director shall vest and be immediately
exercisable with respect to all or any part of the shares as to which such Option remains
unexercised by the Director’s legal representative or other person or persons to whom the
Director’s rights under the Option shall pass by the Director’s will or the laws of descent
and distribution, but only before the expiration of ten (10) years from the date of grant
or of the twelve (12) month period after the Director’s death, whichever event first
occurs.



 









 






          (iii) Resignation from the Board of Directors. If the Director resigns from the
Company’s Board of Directors, the Director (or, in the event of the Director’s death, the
Director’s legal representative) may, within a period of not more than three (3) months
after the effective date of such resignation, exercise the Options if and to the extent
they were exercisable at the date of such resignation. In no event may the Options be
exercised more than ten (10) years from the date of grant.



     Section 2(ii) of this Agreement shall not apply if a Director is removed from the Company’s
Board of Directors pursuant to Section 3.1 of the Company’s By-laws.


3. The Options granted hereunder are not transferable by the Director otherwise than by will or the
laws of descent and distribution and are exercisable, during the Director’s lifetime, only by the
Director. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Options, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon
the levy of any attachment or similar process upon the Options or any right or privilege conferred
hereby, the Options and the right and privilege conferred hereby shall immediately become null and
void.



4. The Company may, at any time, in its sole discretion and with or without cause, cancel the
Options, in whole or in part, to the extent they have not become exercisable at the time of such
action.



5. The Director shall have no rights as a stockholder with respect to any shares of Common Stock
subject to the Options prior to the date of issuance to the Director of a certificate or
certificates for such shares.



6. By accepting the Options, the Director agrees for himself or herself and his or her legal
representative that any and all shares of Common Stock purchased upon the exercise of either Option
shall be acquired for investment and not with a view to, or for sale in connection with, any
distribution thereof, and that each notice of the exercise of any portion of the Options shall be
accompanied by a representation and agreement in writing signed by the Director or the Director’s
legal representative, as the case may be, to the foregoing effect and, to the effect that no sale
of such shares of Common Stock shall be made other than in compliance with the registration
provisions of the Securities Act of 1933 or pursuant to an exemption therefrom; provided, however,
if at the time such notice of exercise is given the shares issuable upon exercise of the Options
are registered under the Securities Act of 1933, the Director shall, in lieu of the aforesaid
representation and agreement, furnish an agreement in writing to the effect that he or she shall
not offer or sell any of shares acquired as a result of such exercise unless the Company has
registered such shares for resale under the Securities Act of 1933, or such Director sells such
shares pursuant to an exemption from the registration requirements of such Act.



7. If at any time the Company shall determine in its discretion that the listing or qualification
of the shares of Common Stock subject hereto under any securities


2









 






exchange requirements or under any applicable state or federal law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of the Options or the issue of shares hereunder, the Options may not be
exercised in whole or in part unless such listing, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company.



8. This Option may be adjusted or required to be surrendered pursuant to the provisions of Section
7 of the Plan.



9. Upon an exercise of this Option, the Company may be required to withhold federal and local tax
with respect to the realization of compensation by the Director as a result of exercise of this
Option. The Company is hereby authorized to satisfy any such withholding requirement out of (i)
any cash or Common Stock distributable upon such exercise and (ii) any other cash compensation then
or thereafter payable to the Director. To the extent that the Company in its sole discretion
determines that such sources are or may be insufficient to fully satisfy such withholding
requirement, the Director, as a condition to the exercise of this Option, shall deliver to the
Company cash or Common Stock in an amount determined by the Company to be sufficient to satisfy any
withholding requirement.



10. Any notice to be given to the Company under this Agreement shall be addressed to the
Corporate Secretary of the Company at 1201 Lake Robbins Drive, The Woodlands, Texas 77380, and any
notice to be given to the Director under this Agreement shall be addressed to the Director at the
address on file with the Company; provided, however, that either party may substitute a different
address by notice in writing to the other. Except as otherwise provided in this Agreement, any
such notice shall be deemed to have been duly given if and when enclosed in a properly sealed
envelope addressed as aforesaid and deposited, postage prepaid, in a post office or branch post
office regularly maintained by the United States Government.



11. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
successors, but neither this Agreement nor any rights hereunder shall be assignable by the Director
except as specifically provided for herein.



12. This Agreement shall be governed by, and construed in accordance with the laws of the State of
Texas.




3