UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2012

 

 

Anadarko Petroleum Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8968   76-0146568

(State or other Jurisdiction of

Incorporation)

  (Commission File Number)  

(IRS Employer Identification

No.)

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

(Address of principal executive offices including Zip Code)

Registrant’s telephone number, including area code: (832) 636-1000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The 2012 Omnibus Incentive Compensation Plan—Form Award Agreements

On November 5, 2012, the Compensation and Benefits Committee (the “Compensation Committee”) of the Board of Directors of Anadarko Petroleum Corporation (the “Company”) approved revised terms for the form of award agreements to be used in connection with grants of restricted stock units and performance units to officers of the Company pursuant to the Company’s 2012 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). In addition, the Company and Mr. R. A. Walker, the Company’s President and Chief Executive Officer, entered into an amended and restated award agreement governing the performance unit award granted to Mr. Walker on May 15, 2012 (the “PU Amendment”). The revised form of award agreements for grants of restricted stock units and performance units pursuant to the Omnibus Plan and the PU Amendment are intended to conform the award agreements with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). In general, these changes do not affect the scope or amount of benefits a participant is eligible to receive under the Omnibus Plan. Capitalized terms not defined herein shall have the meaning ascribed to them in the Omnibus Plan.

Restricted Stock Units . The form restricted stock unit award agreement was revised to clarify that in the event the vesting of restricted stock units is accelerated upon a separation from service, the restricted stock units, together with any related dividend equivalents accrued but not yet paid, will be paid on the first business day that is at least six months and one day following the applicable separation from service (or, in the event of the participant’s death, within 30 days after the participant’s death).

Performance Units . The form performance unit award agreement was revised to provide that, except in the event of the participant’s death or a separation of service within two years following certain Change of Control events, all payments upon a separation of service that does not result in a forfeiture of the performance units will be paid at the end of the Performance Period. In the event the vesting of performance units is accelerated upon a separation from service that does not result in a forfeiture of the performance units within two years following certain Change of Control events, the performance units will be paid on the first business day that is at least six months and one day following the applicable separation from service (or, if earlier, within 10 days after the earlier of the participant’s death or the last day of the Performance Period). In addition, the form of performance unit award agreement was revised to provide that, upon a Change of Control, the value of any outstanding performance units will be calculated based on the Company’s total shareholder return performance and the price of the Company’s Common Stock at the time of the Change of Control and converted into restricted stock units of the surviving company. Such restricted stock units will be credited with dividend equivalents which will be accrued and reinvested in additional restricted stock units of the surviving company and will vest as described above.

PU Amendment . The PU Amendment was entered into to reflect the requirements of Section 409A and to conform the terms of the performance unit award granted to Mr. Walker on May 15, 2012 to the form of award agreement for grants of performance units approved by the Compensation Committee on November 5, 2012, as described above.

The foregoing descriptions of the revisions to the form of award agreements for grants of restricted stock units and performance units pursuant to the Omnibus Plan and the PU Amendment are qualified in their entirety by reference to the award agreements and the PU Amendment, copies of which are attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.

Awards Granted Under the 2012 Omnibus Incentive Compensation Plan

Also on November 5, 2012, as part of its annual review of executive compensation, the Compensation Committee approved grants of restricted stock unit and performance unit awards pursuant to the revised form of award agreements for the executive officers named in the Summary Compensation Table in the Company’s definitive Proxy Statement filed on March 23, 2012. Mr. Walker, Mr. Robert G. Gwin, Mr. Charles A. Meloy and Mr. Robert K. Reeves received 54,456, 19,409, 19,925 and 15,193 restricted stock units and 34,335, 12,238, 12,563 and 9,579 performance share units, respectively. The restricted stock unit and performance unit awards will be governed by the Omnibus Plan and the form of award agreements for grants of restricted stock units and performance units approved by the Compensation Committee, as described above and attached hereto as Exhibits 10.1 and 10.2, respectively.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits .

 

Exhibit

Number

  

Description

10.1    Form of Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan Restricted Stock Unit Award Agreement.
10.2    Form of Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan Performance Unit Award Agreement.
10.3    Amended and Restated Performance Unit Award Agreement, effective November 5, 2012, for Mr. R. A. Walker.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        ANADARKO PETROLEUM CORPORATION
                                     (Registrant)
November 9, 2012      
    By:   /s/ Robert K. Reeves
     

 

      Robert K. Reeves
      Senior Vice President, General Counsel
      and Chief Administrative Officer


EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Form of Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan Restricted Stock Unit Award Agreement.
10.2    Form of Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan Performance Unit Award Agreement.
10.3    Amended and Restated Performance Unit Award Agreement, effective November 5, 2012, for Mr. R. A. Walker.

Exhibit 10.1

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

 

LOGO

PERSONAL AND CONFIDENTIAL

[Date]

Dear             :

The Compensation and Benefits Committee of the Board of Directors of Anadarko Petroleum Corporation (the “Company”) has made an Award of Restricted Stock Units (“RSUs”) to you under the Company’s 2012 Omnibus Incentive Compensation Plan, as may be amended from time to time (the “Plan”). This RSU Award is subject to all terms and conditions of the Plan, the summary of the Plan and the provisions of this Award Agreement. Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. The Plan is available on the Anadarko intranet website at the following address: [internal website address].

Effective [Grant Date], you have been granted an Award of             RSUs, which vest over a period of time. Provided you remain employed by the Employer until such dates, one-third of the RSUs will vest on [first anniversary of Grant Date], one-third will vest on [second anniversary of Grant Date], and the remaining one-third will vest on [third anniversary of Grant Date] (each considered a “Vesting Period”).

At the end of each Vesting Period, unless deferred, the number of RSUs that vest shall be converted into shares of unrestricted Common Stock and such unrestricted shares, less applicable payroll taxes withheld in the form of shares, shall be delivered to you within 30 days of the last day of the Vesting Period. Upon receipt, 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.

Dividend equivalents (as provided in Section 11.4 of the Plan) with respect to the RSUs shall be accrued and reinvested in additional shares of Common Stock and paid, less applicable withholding taxes, at such time as the RSUs to which they relate vest and settle (which means that they will be deferred if the underlying RSUs to which they relate were deferred). The RSUs do not have voting rights. They do, however, count toward any applicable stock ownership requirements as set forth in the Company’s Corporate Governance Guidelines.

You may be allowed to make an election to defer your entire RSU Award on a separate form provided by Human Resources. All deferral elections and distributions must be made in compliance with Section 409A.

If you incur a “separation from service” (within the meaning of such term set forth in Section 409A under such definitions and procedures as established by the Company in accordance with Section 409A) due to your voluntary termination of employment other than for Good Reason during the Applicable Period following a Change of Control, including retirement (as defined by the Anadarko Petroleum Corporation Retiree Health Benefits Plan), or in the event you incur a separation from


service due to a termination for Cause, then all unvested RSUs and unpaid RSU dividend equivalents will be immediately forfeited. Upon your death prior to a separation from service, all of your unvested RSUs will immediately vest and, together with any related RSU dividend equivalents accrued but not yet paid, will be paid within 30 days after the date of your death. Upon your separation from service due to (i) disability (as defined in the Company’s disability plan), (ii) an involuntary termination without Cause or (iii) termination of employment for Good Reason during the Applicable Period following a Change of Control, all of your unvested RSUs will immediately vest and, together with any related RSU dividend equivalents accrued but not yet paid, will be paid on the first business day that is at least six months and one day following the applicable separation from service (or, if earlier, within 30 days after the date of your death). 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.

If the Company is required to prepare an 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 you knowingly engaged in the misconduct, were grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Plan Administrator may determine that you 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.

Notwithstanding anything in this Award Agreement or any other agreement between you and the Company to the contrary, including, without limitation, any provisions that prevent the Company from unilaterally amending this Award Agreement, you agree by accepting this Award that the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) has the effect of requiring certain officers of the Company to repay the Company, and for the Company to recoup from such officers, erroneously awarded amounts of incentive-based compensation. If the Act, any rules or regulations promulgated thereunder by the Securities and Exchange Commission or any similar federal or state law requires the Company to recoup any erroneously awarded incentive-based compensation (including stock options and any other equity-based awards) that the Company has paid or granted to you, you hereby agree, even if you have terminated your employment with the Company, to promptly repay such erroneously awarded incentive compensation to the Company upon its written request. This obligation shall survive the termination of this Award Agreement.

Please establish a Beneficiary Designation for your Long-Term Incentive Equity Awards online at [internal website address] or by contacting the Anadarko Benefits Center at 1-866-472-xxxx, option 1 and then option 1 again. You may update your designation anytime.

If you have any questions about this Award Agreement, please call me at 832-636-xxxx.

Sincerely,

Exhibit 10.2

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

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

 

LOGO

PERSONAL AND CONFIDENTIAL

[Date]

Dear                     :

The Compensation and Benefits Committee (the “Committee”) of the Board of Directors of Anadarko Petroleum Corporation (the “Company”) has made an award of Performance Units (“PUs”) to you under the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as may be amended from time to time (the “Plan”). This PU Award is subject to all terms and conditions of the Plan, the summary of the Plan and the provisions of this Award Agreement. Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. The Plan is available on the Anadarko intranet website at the following address: [internal website address].

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

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

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

Minus

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

Plus

Dividends paid per share over the Performance Period

Total Above Divided By

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

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

 

1


Anadarko

Relative

Ranking

   Percentile
Rank
    Payout
as %  of
Target
 

1st

     100     200

2nd

     91     182

3rd

     82     164

4th

     73     146

5th

     64     128

6th

     55     110

7th

     46     92

8th

     36     72

9th

     27     54

10th

     18     0

11th

     9     0

12th

     0     0

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

The peer group for the [year] Performance Period and the [year] Performance Period includes Apache Corporation, Chevron Corporation, ConocoPhillips, Devon Energy Corporation, EOG Resources, Inc., Hess Corporation, Marathon Oil Corporation, Noble Energy, Inc., Occidental Petroleum Corporation, Pioneer Natural Resources Company and Plains Exploration & Production Company. If, during either of the Performance Periods, any peer company undergoes a change in corporate capitalization or a corporate transaction (including, but not limited to, a going private transaction, bankruptcy, liquidation, merger, consolidation, etc.), then the Committee shall undertake an evaluation to determine whether such peer company will be replaced with a different peer company (any such replacement company shall be identified pursuant to the rules established by the Committee within the first 90 days of a Performance Period). The Committee has designated Murphy Oil Corporation, Nexen Inc., and Chesapeake Energy Corporation as replacement companies, in the order just specified.

After the end of each Performance Period, the value attributed to the PUs that are earned on such date shall be calculated by multiplying the number of PUs earned by the Fair Market Value 1 of the Company’s Common Stock on the day the Committee certifies the performance results and approves the payouts. This value shall be reduced by the applicable payroll taxes as a result of the vesting of the PUs earned, and the resulting amount shall then be paid to you in cash within 60 days after the end of the applicable Performance Period (subject to any applicable deferral election).

 

1  

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

 

2


Dividend equivalents (as described in Section 9.5 of the Plan) shall not be paid with respect to the PUs (subject to the provisions below regarding payouts following the occurrence of a Change of Control). The PUs do not have voting rights and the PUs do not count toward any applicable stock ownership guidelines.

You may be allowed to make an election to defer your entire PU Award on a separate form provided by Human Resources. All deferral elections and distributions must be made in compliance with Section 409A.

If (i) you incur a “separation from service” (within the meaning of such term set forth in Section 409A under such definitions and procedures as established by the Company in accordance with Section 409A) due to your voluntary termination of employment other than for Good Reason during the Applicable Period following a Change of Control or by reason of retirement (as defined below), or (ii) you incur a separation from service due to a termination for Cause, then, in either case, all unvested PUs will be immediately forfeited as of the date of your separation from service.

Upon your death prior to a separation from service and prior to the end of a Performance Period, all of your unvested PUs will become immediately vested and paid within 60 days after the date of your death in an amount equal to your Target multiplied by the Fair Market Value of the Company’s Common Stock as of the date of your death; provided, however, that if your death occurs on or after the date upon which a Change of Control occurs, then the amount payable upon your death shall be determined as provided below with respect to PUs that are outstanding on the date upon which a Change of Control occurs.

If you incur a separation from service prior to the end of a Performance Period due to (i) disability (as defined in the Company’s disability plan), (ii) retirement (as defined by the Anadarko Petroleum Corporation Retiree Health Benefits Plan), (iii) involuntary termination without Cause or (iv) termination of employment for Good Reason during the Applicable Period following a Change of Control, then you will receive a payout within 60 days after the end of the applicable Performance Period. The amount of such payout shall be based on actual performance at the end of the Performance Period; provided, however, that if a Change of Control occurs prior to the end of the Performance Period, then such payout shall be determined as provided below with respect to PUs that are outstanding on the date upon which a Change of Control occurs. In addition, solely in the case of retirement (but not in the case of a separation from service described in clause (i), (iii) or (iv) of the first sentence of this paragraph), such payout shall be prorated based on the number of months you worked during the applicable Performance Period.

Notwithstanding the preceding provisions of this Award Agreement, the following provisions shall apply in the event a Change of Control occurs prior to the end of a Performance Period and while your PUs remain outstanding (the following provisions shall apply separately with respect to each of the two Performance Periods):

 

  (i)

The Company’s TSR ranking relative to the peer group shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a preliminary calculation of the value of the earned PUs for such Performance Period will be made as of such date (the “Preliminary PU Amount”), which amount will be (A) equal to 50% of your Target multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Company’s relative TSR ranking for such Performance Period multiplied

 

3


  by the Fair Market Value of the Company’s Common Stock as of the first trading day immediately preceding the Change of Control Date and (B) solely in the event of your retirement on or before the Change of Control Date, prorated based on the number of months you worked during the Performance Period (determined without regard to the Change of Control);

 

  (ii) On the Change of Control Date, your PUs that are outstanding on such date shall be converted into restricted equity units in respect of the common equity security of the Surviving Company (as hereinafter defined), the number of which shall be determined by dividing the Preliminary PU Amount by the fair market value of one such common equity security as of the first business day immediately prior to the Change of Control Date (as determined in good faith by the Committee which, in the case of a publicly-traded security, shall be based on the closing price of such security on the principal exchange upon which it is traded as of the applicable date);

 

  (iii) Each such restricted equity unit shall, from and after the Change of Control Date, be subject to equitable adjustment by the board of directors (or an authorized committee thereof) of the Surviving Company as if such unit had been granted under the Plan, and such restricted equity units shall be credited with dividend equivalents (in a manner similar to that provided in Section 11.4 of the Plan), which dividend equivalents shall be accrued and deemed reinvested in additional common equity securities of the Surviving Company and paid, less applicable taxes, at such time as the restricted equity units to which they relate vest and settle;

 

  (iv) Subject to the provisions of clause (v) below, (A) each such restricted equity unit shall vest and be earned on the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and the payment amount with respect thereto shall be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and (B) the payment amount, less applicable withholding taxes, shall be paid to you in cash within 10 days after the end of the Performance Period (determined without regard to the occurrence of the Change of Control); and

 

  (v)

Each such restricted equity unit (and the related dividend equivalents) shall be subject to the same forfeiture, time of payment and, in the event of your retirement after the Change of Control Date, proration provisions as are provided in the three paragraphs preceding this paragraph and shall be paid, less applicable withholding taxes, in cash; provided, however, that (A) a payment due upon your death on or after the Change of Control Date shall be based on the fair market value of the common equity security of the Surviving Company as of the date of your death and shall be paid within 10 days after the date of your death without regard to any longer period that may be provided pursuant to the preceding paragraphs of this Award Agreement, (B) a payment due after the end of the Performance Period (determined without regard to the occurrence of the Change of Control) shall be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and shall be paid within 10 days after the last day of the Performance Period without regard to any longer period that may be provided pursuant to the preceding paragraphs of this Award

 

4


  Agreement, and (C) if the Change of Control constitutes a Section 409A Change of Control (as hereinafter defined) and if you incur a separation from service during the two-year period beginning on the Change of Control Date due to (I) disability (as defined in the Company’s disability plan), (II) retirement (as defined by the Anadarko Petroleum Corporation Retiree Health Benefits Plan), (III) involuntary termination without Cause or (IV) termination of employment for Good Reason during the Applicable Period following the Change of Control, then (x) you will receive a payout with respect to your restricted equity units on the first business day that is at least six months and one day following the applicable separation from service (or, if earlier, within 10 days after the earlier of the date of your death or the last day of the Performance Period (determined without regard to the occurrence of the Change of Control)), (y) such payout will be based on the fair market value of the common equity security of the Surviving Company as of the fifth business day immediately preceding the date of such payment (or, if the payment is to be made within 10 days after the last day of the Performance Period (determined without regard to the occurrence of the Change of Control), then such payout amount will be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control)), and (z) solely in the case of retirement (but not in the case of a separation from service described in subclause (I), (III) or (IV) of this clause (C)), such payout shall be prorated based on the number of months you worked during the applicable Performance Period (determined without regard to the occurrence of the Change of Control).

Any determination of fair market value required pursuant to clause (iv) or (v) of the preceding paragraph shall be made in good faith by the board of directors (or an authorized committee thereof) of the Surviving Company (which, in the case of a publicly-traded security, shall be based on the closing price of such security on the principal exchange upon which it is traded as of the applicable date).

As used herein, the term “Surviving Company” means the entity designated by the Committee on or before the Change of Control Date as resulting from the Change of Control. For the avoidance of doubt, the Company may be the Surviving Company depending on the facts and circumstances relating to the Change of Control. As used herein, the term “Section 409A Change of Control” means a Change of Control (as defined in Section 2.8 of the Plan without regard to the last sentence of such section) that also constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)).

Your PUs are subject to several restrictions, including that such PUs may not be transferred, sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, or disposed of to the extent then subject to restrictions.

If the Company is required to prepare an 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 you knowingly engaged in the misconduct, were grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Plan Administrator may determine that you shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-month period following

 

5


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.

Notwithstanding anything in this Award Agreement or any other agreement between you and the Company to the contrary, including, without limitation, any provisions that prevent the Company from unilaterally amending this Award Agreement, you agree by accepting this Award that the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) has the effect of requiring certain officers of the Company to repay the Company, and for the Company to recoup from such officers, erroneously awarded amounts of incentive-based compensation. If the Act, any rules or regulations promulgated thereunder by the Securities and Exchange Commission or any similar federal or state law requires the Company to recoup any erroneously awarded incentive-based compensation (including stock options and any other equity-based awards) that the Company has paid or granted to you, you hereby agree, even if you have terminated your employment with the Company, to promptly repay such erroneously awarded incentive compensation to the Company upon its written request. This obligation shall survive the termination of this Award Agreement.

Please establish a Beneficiary Designation for your Long-Term Incentive Equity Awards online at [internal website address] or by contacting the Anadarko Benefits Center at 1-866-472-xxxx, option 1 and then option 1 again. You may update your designation anytime.

If you have any questions about this Award Agreement, please call me at 832-636-xxxx.

Sincerely,

 

 

6

Exhibit 10.3

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

 

LOGO

PERSONAL AND CONFIDENTIAL

November 5, 2012

Dear R. A. Walker:

The Compensation and Benefits Committee (the “Committee”) of the Board of Directors of Anadarko Petroleum Corporation (the “Company”) has heretofore made an award of Performance Units (“PUs”) to you under the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as may be amended from time to time (the “Plan”), pursuant to an award agreement dated May 15, 2012 (the “Original PU Agreement”). Because of certain clarifications and revisions made by the Committee on November 5, 2012, to the Company’s form of performance unit award agreement to be used to make grants of performance units under the Plan, you and the Company have agreed that your award of 10,507 PUs pursuant to the Original PU Agreement shall continue in effect but, effective as of November 5, 2012, the terms and provisions of this Award Agreement (rather than the Original PU Agreement) shall govern and control with respect to such award. Accordingly, effective as of November 5, 2012, this Award Agreement replaces and supersedes the Original PU Agreement in its entirety. This PU Award is subject to all terms and conditions of the Plan, the summary of the Plan and the provisions of this Award Agreement. Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. The Plan is available on the Anadarko intranet website at the following address: http://insider/HR/docs/Pay/Stock/APC2012OmnibusPlan.pdf .

Effective as of May 15, 2012, you have been awarded 10,507 PUs as your target (“Target”). The value of these PUs, if any, will be dependent upon the Company’s relative total shareholder return (“TSR”) over the specified Performance Periods. Fifty percent (50%) of your Target is subject to a two-year Performance Period that begins 5/15/2012 and ends 5/14/2014 (the “2014 Performance Period”) and fifty percent (50%) of your Target is subject to a three-year Performance Period that begins 5/15/2012 and ends 5/14/2015 (the “2015 Performance Period”). The 2014 and 2015 Performance Periods may each be individually referred to herein as a “Performance Period.” At the end of each Performance Period, fifty percent (50%) of your Target will vest. The maximum number of PUs that you can earn during each Performance Period will be calculated as follows {10,507 x 50% x 200%} , with actual payout based on the Company’s TSR ranking as described below.

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

 

1


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

Minus

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

Plus

Dividends paid per share over the Performance Period

Total Above Divided By

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

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

 

Anadarko

Relative

Ranking

   Percentile
Rank
    Payout
as % of
Target
 

1st

     100     200

2nd

     91     182

3rd

     82     164

4th

     73     146

5th

     64     128

6th

     55     110

7th

     46     92

8th

     36     72

9th

     27     54

10th

     18     0

11th

     9     0

12th

     0     0

For example, if you were awarded 1,000 target PUs and the Company’s relative ranking for the 2014 Performance Period is 3 rd , you will receive 820 PUs (1,000 x 50% x 164%) at the end of the 2014 Performance Period (subject to the other terms and conditions of this Award Agreement). If the Company’s relative ranking for the 2015 Performance Period is 1 st , you will receive 1,000 PUs (1,000 x 50% x 200%) at the end of the 2015 Performance Period (subject to the other terms and conditions of this Award Agreement).

The peer group for the 2014 Performance Period and the 2015 Performance Period includes Apache Corporation, Chevron Corporation, ConocoPhillips, Devon Energy Corporation, EOG Resources, Inc., Hess Corporation, Marathon Oil Corporation, Noble Energy, Inc., Occidental Petroleum Corporation, Pioneer Natural Resources Company and Plains Exploration & Production Company. If, during either of the Performance Periods, any peer company undergoes a change in corporate capitalization or a corporate transaction (including, but not limited to, a going private transaction, bankruptcy, liquidation, merger, consolidation, etc.), then the Committee shall undertake an evaluation to determine whether such peer company will be replaced with a different peer company (any such replacement company shall be identified pursuant to the rules established by the Committee within the first 90 days of a Performance

 

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Period). The Committee has designated Murphy Oil Corporation, Nexen Inc., and Chesapeake Energy Corporation as replacement companies, in the order just specified.

After the end of each Performance Period, the value attributed to the PUs that are earned on such date shall be calculated by multiplying the number of PUs earned by the Fair Market Value 1 of the Company’s Common Stock on the day the Committee certifies the performance results and approves the payouts. This value shall be reduced by the applicable payroll taxes as a result of the vesting of the PUs earned, and the resulting amount shall then be paid to you in cash within 60 days after the end of the applicable Performance Period.

Dividend equivalents (as described in Section 9.5 of the Plan) shall not be paid with respect to the PUs (subject to the provisions below regarding payouts following the occurrence of a Change of Control). The PUs do not have voting rights and the PUs do not count toward any applicable stock ownership guidelines.

If (i) you incur a “separation from service” (within the meaning of such term set forth in Section 409A under such definitions and procedures as established by the Company in accordance with Section 409A) due to your voluntary termination of employment other than for Good Reason during the Applicable Period following a Change of Control or by reason of retirement (as defined below), or (ii) you incur a separation from service due to a termination for Cause, then, in either case, all unvested PUs will be immediately forfeited as of the date of your separation from service.

Upon your death prior to a separation from service and prior to the end of a Performance Period, all of your unvested PUs will become immediately vested and paid within 60 days after the date of your death in an amount equal to your Target multiplied by the Fair Market Value of the Company’s Common Stock as of the date of your death; provided, however, that if your death occurs on or after the date upon which a Change of Control occurs, then the amount payable upon your death shall be determined as provided below with respect to PUs that are outstanding on the date upon which a Change of Control occurs.

If you incur a separation from service prior to the end of a Performance Period due to (i) disability (as defined in the Company’s disability plan), (ii) retirement (as defined by the Anadarko Petroleum Corporation Retiree Health Benefits Plan), (iii) involuntary termination without Cause or (iv) termination of employment for Good Reason during the Applicable Period following a Change of Control, then you will receive a payout within 60 days after the end of the applicable Performance Period. The amount of such payout shall be based on actual performance at the end of the Performance Period; provided, however, that if a Change of Control occurs prior to the end of the Performance Period, then such payout shall be determined as provided below with respect to PUs that are outstanding on the date upon which a Change of

 

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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.

 

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Control occurs. In addition, solely in the case of retirement (but not in the case of a separation from service described in clause (i), (iii) or (iv) of the first sentence of this paragraph), such payout shall be prorated based on the number of months you worked during the applicable Performance Period.

Notwithstanding the preceding provisions of this Award Agreement, the following provisions shall apply in the event a Change of Control occurs prior to the end of a Performance Period and while your PUs remain outstanding (the following provisions shall apply separately with respect to each of the two Performance Periods):

 

  (i) The Company’s TSR ranking relative to the peer group shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a preliminary calculation of the value of the earned PUs for such Performance Period will be made as of such date (the “Preliminary PU Amount”), which amount will be (A) equal to 50% of your Target multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Company’s relative TSR ranking for such Performance Period multiplied by the Fair Market Value of the Company’s Common Stock as of the first trading day immediately preceding the Change of Control Date and (B) solely in the event of your retirement on or before the Change of Control Date, prorated based on the number of months you worked during the Performance Period (determined without regard to the Change of Control);

 

  (ii) On the Change of Control Date, your PUs that are outstanding on such date shall be converted into restricted equity units in respect of the common equity security of the Surviving Company (as hereinafter defined), the number of which shall be determined by dividing the Preliminary PU Amount by the fair market value of one such common equity security as of the first business day immediately prior to the Change of Control Date (as determined in good faith by the Committee which, in the case of a publicly-traded security, shall be based on the closing price of such security on the principal exchange upon which it is traded as of the applicable date);

 

  (iii) Each such restricted equity unit shall, from and after the Change of Control Date, be subject to equitable adjustment by the board of directors (or an authorized committee thereof) of the Surviving Company as if such unit had been granted under the Plan, and such restricted equity units shall be credited with dividend equivalents (in a manner similar to that provided in Section 11.4 of the Plan), which dividend equivalents shall be accrued and deemed reinvested in additional common equity securities of the Surviving Company and paid, less applicable taxes, at such time as the restricted equity units to which they relate vest and settle;

 

  (iv)

Subject to the provisions of clause (v) below, (A) each such restricted equity unit shall vest and be earned on the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and the payment amount with respect thereto shall be based on the fair market value of the

 

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  common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and (B) the payment amount, less applicable withholding taxes, shall be paid to you in cash within 10 days after the end of the Performance Period (determined without regard to the occurrence of the Change of Control); and

 

  (v) Each such restricted equity unit (and the related dividend equivalents) shall be subject to the same forfeiture, time of payment and, in the event of your retirement after the Change of Control Date, proration provisions as are provided in the three paragraphs preceding this paragraph and shall be paid, less applicable withholding taxes, in cash; provided, however, that (A) a payment due upon your death on or after the Change of Control Date shall be based on the fair market value of the common equity security of the Surviving Company as of the date of your death and shall be paid within 10 days after the date of your death without regard to any longer period that may be provided pursuant to the preceding paragraphs of this Award Agreement, (B) a payment due after the end of the Performance Period (determined without regard to the occurrence of the Change of Control) shall be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and shall be paid within 10 days after the last day of the Performance Period without regard to any longer period that may be provided pursuant to the preceding paragraphs of this Award Agreement, and (C) if the Change of Control constitutes a Section 409A Change of Control (as hereinafter defined) and if you incur a separation from service during the two-year period beginning on the Change of Control Date due to (I) disability (as defined in the Company’s disability plan), (II) retirement (as defined by the Anadarko Petroleum Corporation Retiree Health Benefits Plan), (III) involuntary termination without Cause or (IV) termination of employment for Good Reason during the Applicable Period following the Change of Control, then (x) you will receive a payout with respect to your restricted equity units on the first business day that is at least six months and one day following the applicable separation from service (or, if earlier, within 10 days after the earlier of the date of your death or the last day of the Performance Period (determined without regard to the occurrence of the Change of Control)), (y) such payout will be based on the fair market value of the common equity security of the Surviving Company as of the fifth business day immediately preceding the date of such payment (or, if the payment is to be made within 10 days after the last day of the Performance Period (determined without regard to the occurrence of the Change of Control), then such payout amount will be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control)), and (z) solely in the case of retirement (but not in the case of a separation from service described in subclause (I), (III) or (IV) of this clause (C)), such payout shall be prorated based on the number of months you worked during the applicable Performance Period (determined without regard to the occurrence of the Change of Control).

 

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Any determination of fair market value required pursuant to clause (iv) or (v) of the preceding paragraph shall be made in good faith by the board of directors (or an authorized committee thereof) of the Surviving Company (which, in the case of a publicly-traded security, shall be based on the closing price of such security on the principal exchange upon which it is traded as of the applicable date).

As used herein, the term “Surviving Company” means the entity designated by the Committee on or before the Change of Control Date as resulting from the Change of Control. For the avoidance of doubt, the Company may be the Surviving Company depending on the facts and circumstances relating to the Change of Control. As used herein, the term “Section 409A Change of Control” means a Change of Control (as defined in Section 2.8 of the Plan without regard to the last sentence of such section) that also constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)).

Your PUs are subject to several restrictions, including that such PUs may not be transferred, sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, or disposed of to the extent then subject to restrictions.

If the Company is required to prepare an 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 you knowingly engaged in the misconduct, were grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Plan Administrator may determine that you 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.

Notwithstanding anything in this Award Agreement or any other agreement between you and the Company to the contrary, including, without limitation, any provisions that prevent the Company from unilaterally amending this Award Agreement, you agree by accepting this Award that the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) has the effect of requiring certain officers of the Company to repay the Company, and for the Company to recoup from such officers, erroneously awarded amounts of incentive-based compensation. If the Act, any rules or regulations promulgated thereunder by the Securities and Exchange Commission or any similar federal or state law requires the Company to recoup any erroneously awarded incentive-based compensation (including stock options and any other equity-based awards) that the Company has paid or granted to you, you hereby agree, even if you have terminated your employment with the Company, to promptly repay such erroneously awarded incentive compensation to the Company upon its written request. This obligation shall survive the termination of this Award Agreement.

 

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Please establish a Beneficiary Designation for your Long-Term Incentive Equity Awards online at www.anadarkoadvantage.ehr.com or by contacting the Anadarko Benefits Center at 1-866-472-4711, option 1 and then option 1 again. You may update your designation anytime.

If you have any questions about this Award Agreement, please call me at 832-636-3212.

Sincerely,

/s/ Robert K. Reeves

Robert K. Reeves

Agreed and accepted on

this 5th day of November, 2012

 

/s/ R. A. Walker

R. A. Walker

 

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