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EXHIBIT 10(b)(xvii)
ANADARKO PETROLEUM CORPORATION
1993 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated the________________________, between Anadarko
Petroleum Corporation, a Delaware corporation (the "Company") and First_Name~
Middle_Name~ Last_Name~ (the "Optionee").
W I T N E S S E T H:
1. Pursuant to the provisions of the 1993 Stock Incentive Plan
(the "Plan"), the Company hereby grants to the Optionee, subject to the terms
and conditions of the Plan, and subject further to the terms and conditions
herein set forth, the right and option ("Option") to purchase from the Company
at the purchase price of $xx.xxxx per share (said price being the fair market
value of the $0.10 par value common stock of the Company ("Common Stock") at
the date of grant of this Option) all or any part of an aggregate of
Shares_Granted~ shares of Common Stock (hereinafter a "Non- Qualified Stock
Option").
2. Subject to earlier expiration of this Option as herein
provided, the Non-Qualified Stock Option granted hereunder shall be exercisable
at any time and from time to time after the date of grant hereof, but such
Option(s) shall not be exercisable for more than a percentage of the aggregate
number of shares offered for purchase determined by the number of full years
from the date of grant hereof to the date of such exercise, in accordance with
the following schedule:
Percentage of
Number of Full Years Shares Purchasable
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1 50%
2 50%
This Option shall not be exercisable in any event after the expiration of ten
years (10) from the date of grant hereof.
No partial exercise of any Option may be for fewer than ten (10)
shares or the full number of shares as to which the Option is exercisable at
the time of such partial exercise, if less than ten (10) shares. The
Non-Qualified Stock Option may be exercised without regard to whether any
Option previously granted to the Optionee has been exercised in whole or in
part.
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3. The Options may not be exercised unless the Optionee is at the
time of such exercise in the employ of the Company and shall have been
continuously employed by the Company, or a subsidiary of the Company, since the
date of this Agreement; provided, however, that the Options shall be
exercisable following the termination of the Optionee's employment during the
term of the Options as follows:
(i) Retirement or Disability. If the Optionee shall cease to
be employed by the Company by reason of (a) retirement pursuant to a
pension or retirement plan of the Company, or of a subsidiary of the
Company, or (b) disability within the meaning of Section 22 (e)(3) of
the Internal Revenue Code of 1986, as amended (the "Code"), the
Optionee (or, in the event of Optionee's death, the Optionee's legal
representative) may, within a period of not more than thirty-six (36)
months after such cessation of employment, 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.
(ii) Death of Optionee. Notwithstanding Paragraph 2, in the
event of the death of the Optionee while in the employ of the Company,
any Option granted to the Optionee 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 Optionee's legal representative
or other person or persons to whom the Optionee's rights under the
Option shall pass by the Optionee'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
Optionee's death, whichever event first occurs.
(iii) Termination Without Cause. If the Optionee's employment
with the Company is terminated by the Company without cause, such
determination to be made solely at the discretion of the Committee (as
hereinafter defined), the Optionee (or, in the event of the Optionee's
death, the Optionee's legal representative) may, within a period of
not more than three (3) months after such cessation of employment,
exercise the Option if and to the extent it was exercisable at the
date of such cessation. In no event may the Options be exercised more
than ten (10) years from the date of grant.
4. 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 the Optionee
elects to use Common Stock 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
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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.
5. The Options granted hereunder are not transferable by the
Optionee otherwise than by will or the laws of descent and distribution and are
exercisable, during the Optionee's lifetime, only by the Optionee. 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.
6. 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.
7. The Optionee 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 Optionee of a certificate or certificates for such shares.
8. By accepting the Options, the Optionee 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 Optionee or the Optionee'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 Optionee, if Optionee is an executive officer, director or owner,
directly or indirectly, of five percent (5%) or more of the outstanding shares
of Common Stock, or is (or may be deemed to be) an affiliate of the Company
within the meaning of the rules and regulations under the Securities Act of
1933, 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
Optionee sells such shares pursuant to an exemption from the registration
requirements of such Act.
9. The Optionee shall be considered to be in the employment of
the Company as long as the Optionee remains an employee of either the Company,
a parent or subsidiary corporation (as defined in section 425 of the Code) of
the Company, or a corporation or a parent or subsidiary of such corporation
assuming or substituting a new option for this Option. Any question as to
whether and when there has been a termination of such employment, and the cause
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of such termination, shall be determined either by the Committee or the Board
of Directors of the employing corporation, and its determination shall be
final. Nothing herein contained shall confer upon the Optionee any right with
respect to continuance of employment by the Company or interfere in any way
with the right of the Company to terminate the Optionee's service,
responsibilities, duties and authority to represent the Company or such
subsidiary at any time, in its sole discretion and with or without cause.
10. 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 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.
11. This Option may be adjusted or required to be surrendered
pursuant to the provisions of Section 7 of the Plan.
12. 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 Optionee as a result of exercise of this Option. In the
event the Optionee does not deliver to the Company Common Stock to satisfy any
such withholding requirement, 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 Optionee. 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 Optionee, 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.
13. Any notice to be given to the Company under this Agreement
shall be addressed to the Corporate Secretary of the Company at 00000
Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, and any notice to be given to the
Optionee under this Agreement shall be addressed to the Optionee at the address
designated below in the space provided therefor; 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.
14. 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 Optionee except as specifically
provided for herein.
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15. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Texas.
ANADARKO PETROLEUM CORPORATION
By
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ATTEST: Senior Vice President, Administration
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Corporate Secretary
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OPTIONEE
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Address
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City, State, Zip Code
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Social Security Number
WITNESS:
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