WESTERN GAS HOLDINGS, LLC
EQUITY INCENTIVE PLAN
SECTION 1. Purpose of the Plan .
The Western Gas Holdings, LLC Equity Incentive Plan (the “Plan”) has been adopted by Western Gas
Holdings, LLC, a Delaware limited liability company (the “Company”) and the general partner of Western Gas
Partners, LP, a Delaware limited partnership (the “Partnership”). The Plan is intended to promote the interests of
the Company and its indirect parent, Anadarko Petroleum Corporation (“Anadarko”), by providing to key
executives of the Company or an Affiliate incentive compensation to encourage superior performance.
SECTION 2. Definitions .
As used in the Plan, the following terms shall have the meanings set forth below:
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein,
the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“Award” means an Incentive Unit and any associated DERs granted under the Plan.
“Award Agreement” means the written or electronic agreement by which an Award shall be evidenced.
“Board” means the Board of Directors of the Company.
“Change in Capitalization” means any increase in the members’ capital contribution, any change (including,
without limitation, in the case of a dividend or other distribution in respect of member interests, a change in value)
in the member interests or any exchange of member interests for a different number or kind of shares of
ownership or other securities of the Company or another entity, by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights, stock dividend, stock split