Amendment to Anadarko Petroleum Corporation 1999 Stock Incentive Plan

Summary

Anadarko Petroleum Corporation is amending its 1999 Stock Incentive Plan, subject to stockholder approval, effective July 1, 2000. The amendment increases the number of shares available for awards under the plan and adjusts certain share limits for specific types of awards. It also changes the vesting schedule for non-performance based restricted stock awards, generally requiring a three-year vesting period unless exceptions such as disability, death, or retirement apply. The amendment reaffirms the rest of the plan as previously adopted.

EX-10.B.XXII 3 h84415ex10-b_xxii.txt AMENDMENT TO 1999 STOCK INCENTIVE PLAN 1 EXHIBIT 10(b)(xxii) AMENDMENT TO 1999 STOCK INCENTIVE PLAN WHEREAS, ANADARKO PETROLEUM CORPORATION (the "Company") has heretofore adopted the 1999 STOCK INCENTIVE PLAN as amended (the "Plan"); and WHEREAS, the Company desires to amend the Plan: NOW, THEREFORE, the Plan shall be amended, subject to stockholder approval, as of July 1, 2000. 1. Section 4 (a) (i) shall be amended by replacing the number "4,000,000" with the number "14,000,000". 2. Section 4 (a) (ii) shall be amended by replacing the number "800,000" with the number "2,800,000". 3. Section 4 (b) (i) shall be amended by replacing the number "1,500,000" with the number "2,500,000". 4. Section 4 (b) (iii) shall be amended by replacing the number "300,000" with the number "500,000". 5. Section 6 (c) (v) shall be amended by having the first sentence replaced in its entirety with the following: "Non-performance based Restricted Stock Awards will not be 100% vested prior to three years from the date of grant except for Restricted Stock Awards that may be vested earlier due to (i) disability, (ii) death, (iii) termination of employment due to a reduction in force, job abolishment or at the convenience of the Company or (iv) with the consent of the Committee, retirement." 2. As amended hereby, the Plan is specifically ratified and reaffirmed. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this 2nd day of April, 2000. ANADARKO PETROLEUM CORPORATION By: ------------------------------------- Charles G. Manley Senior Vice President, Administration