Exhibit 10.9
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<Name>
<Address>
Dear <Name>:
It is my pleasure to confirm to you that on , , in recognition of your election to the
Board of Directors of Western Gas Holdings, LLC (the “General Partner”), you were granted
phantom units of Western Gas Partners, LP (the “Partnership”) pursuant to the provisions of the
Partnership’s 2008 Long-Term Incentive Plan (the “Plan”). Capitalized terms not defined in this
letter are defined in the Plan.
A phantom unit is a notional unit that entitles you to receive a common unit representing a limited
partner interest in the Partnership (a “Common Unit”) upon the vesting of the phantom unit or, at
the discretion of the Board of Directors of the General Partner, cash equal to the Fair Market
Value of a Common Unit. Each phantom unit has the economic equivalent of one Common Unit. Your
phantom units will vest 100% on , , the first anniversary of the date of this grant,
and will have tandem distribution equivalent rights (which means that you will receive a credit for
each phantom unit equal to the distribution, if any, that the Partnership makes on each Common Unit
with such credit being payable to you in cash on a current basis as such distributions are paid to
holders of Common Units). If your membership on the Board of Directors of the General Partner
terminates for any reason prior to the vesting of your phantom units, your phantom units will be
automatically forfeited unless and to the extent that the Board of Directors of the General Partner
provides otherwise. In addition, your phantom units will vest automatically upon a Change of
Control of the General Partner or of Anadarko Petroleum Corporation.
In addition to the terms set forth above, your phantom units are also subject to the terms of the
Plan, a copy of which is attached for your convenience. Please note that this letter serves as
your notice of award and is for your personal files. You are not required to sign and return
any documents.
If you have any questions or concerns, please contact Amanda M. McMillian, Vice President, General
Counsel and Corporate Secretary, at 832-636-7584 or amanda.mcmillian@westerngas.com.
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Sincerely,
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Robert G. Gwin |
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President and Chief Executive Officer
Western Gas Holdings, LLC
(as general partner of Western Gas Partners, LP) |
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