WESTERN GAS PARTNERS, LP
2008 LONG-TERM INCENTIVE PLAN
Purpose of the Plan
The Western Gas Partners, LP 2008 Long-Term Incentive Plan (the “Plan”) has been adopted by Western
Gas Holdings, LLC, a Delaware limited liability company (the “Company”) and general partner of Western Gas
Partners, LP (the “Partnership”). The purpose of the Plan is to promote the interests of the Partnership and its
unitholders by strengthening its ability to attract, retain and motivate qualified individuals to serve as Directors and
The following terms shall have the meanings set forth in this Section 2:
“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 Option, Unit Appreciation Right, Restricted Unit, Phantom Unit, Other Unit-Based
Award, or a Unit Award granted under the Plan, and includes any tandem DERs granted with respect to a
“Award Agreement” means the written or electronic agreement by which an Award shall be evidenced,
including applicable terms and conditions of the Award.
“Board” means the Board of Directors or Managers, as the case may be, of the Company.
“Change of Control” means, and shall be deemed to have occurred upon one or more of the following events:
(i) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the
Exchange Act, other than an Affiliate of the Company, shall become the beneficial owner, by way of merger,
consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined vo