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 Earliest Event Reported: December 8, 2004
Commission File No. 1-8968
ANADARKO PETROLEUM CORPORATION
1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(832) 636-1000
Incorporated in the State of Delaware | Employer Identification No. 76-0146568 |
| | |
Item 1.01 Entry into a Material Definitive Agreement
On December 8, 2004, the Compensation and Benefits Committee (the "Compensation Committee") of the Board of Directors of Anadarko Petroleum Corporation (the "Company") adopted a form of performance unit agreement under the Company's 1999 Stock Incentive Plan (the "Agreement"). Certain executive officers will be eligible to receive awards pursuant to an Agreement.
Under the Agreement, a participant may earn up to a certain number of "performance units." Each performance unit represents the value of one share of the Company's common stock. Payout of performance units is contingent upon the achievement of certain performance goals, based on total shareholder return and reserve replacement efficiency, over a predetermined performance period, as described further in the Agreement. Performance units earned for a given performance period will only be issued to a participant following the Compensation Committee's review and certification of the actual performance results for the applicable performance period. The Compensation Committee may pay out an award in cash, shares of Company common stock, or a combination of both.
A participant will receive the "target" amount of performance units in the event of death, disability, change of control, or involuntary termination (as such terms are used in the Agreement). If a participant retires before the end of a performance period, and the performance goals for such performance period are met, the participant will receive a pro rata portion of the performance units based on the number of months of employment completed during the performance period. If a participant terminates for any other reason, the award will be forfeited.
A copy of the form of Agreement is attached as Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits |
| | 10.1 Form of Performance Unit Agreement. |
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 thereunto duly authorized officer.
| ANADARKO PETROLEUM CORPORATION |
| (Registrant) |
|
December 14, 2004 | By: | /s/ Diane L. Dickey | |
| Diane L. Dickey - Vice President and Controller |
| |
