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: August 2, 2010
Commission File No. 1-8968
ANADARKO PETROLEUM CORPORATION
1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(832) 636-1000
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Incorporated in the
State of Delaware
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Employer Identification
No. 76-0146568 |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02 (e) Compensatory Arrangements of Certain Officers
On August 2, 2010 (the Effective Date), the Compensation and Benefits Committee of the Board
of Directors (the Committee) of Anadarko Petroleum Corporation (the Company) approved a
Retention Agreement with Charles A. Meloy, the Companys Senior Vice President of Worldwide
Operations (the Executive), to provide for the Executives continued services to and leadership
in the Company for the next two years. The Committee has determined that retaining the Executive
is necessary to ensure that the Company is able to successfully execute on its business strategy in
light of ongoing events in the Gulf of Mexico.
Under the terms of the Retention Agreement, Executive will receive a one-time cash payment of
$5,000,000, less applicable taxes, within 15 days of the Effective Date and must remain with the
Company through August 2, 2012 (the Retention Period), in order to realize the full value of such
retention payment. In the event Executive resigns (including retirement) from the Company without
Good Reason or is determined by the Board of Directors to be terminable by the Company for Cause at
any time prior to the end of the Retention Period, Executive shall be required to repay to the
Company a portion of the cash retention payment, as set forth in the Retention Agreement, within 30
days following the date of termination or the above-described Board determination. The terms
Cause and Good Reason are defined in the form Key Employee Change of Control Contract, as
amended, and as previously filed with the Securities and Exchange Commission.
In the event of Executives death, permanent and total disability, or involuntary termination
by the Company without Cause, Executive shall not be required to return any portion of the
retention payment. However, if Executive is entitled to receive any severance payment during the
Retention Period, there shall be a direct offset of any severance payment by the remaining
retention payment subject to being repaid during the Retention Period, as set forth in Retention
Agreement. Finally, Executive shall continue to be subject to confidentiality and non-solicitation
provisions following a termination of employment, as provided in the Retention Agreement.
The above description is not a full summary of all of the terms and conditions of the
Retention Agreement and is qualified in its entirety by the full text of the Retention Agreement,
which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 |
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Retention Agreement, dated August 2, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized officer.
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ANADARKO PETROLEUM CORPORATION
(Registrant)
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August 6, 2010 |
By: |
/s/ Robert K. Reeves
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Robert K. Reeves |
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Senior Vice President, General Counsel and Chief
Administrative Officer |
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