0001104659-06-045664.txt : 20060706 0001104659-06-045664.hdr.sgml : 20060706 20060706161506 ACCESSION NUMBER: 0001104659-06-045664 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060706 DATE AS OF CHANGE: 20060706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 841127613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40571 FILM NUMBER: 06948216 BUSINESS ADDRESS: STREET 1: 1099 18TH STREET, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202-1955 BUSINESS PHONE: 303 452 5603 MAIL ADDRESS: STREET 1: 1099 18TH STREET, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202-1955 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WISE BRION G CENTRAL INDEX KEY: 0001228363 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WESTERN GAS RESOURCES INC STREET 2: 1099 18TH STREET STE 1200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3034525603 SC 13D/A 1 a06-14833_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Western Gas Resources, Inc.

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

958259 10 3

(CUSIP Number)

Fiona Arnold

Associate General Counsel

Western Gas Resources, Inc.

1099 18th Street, Suite 1200

Denver, CO 80202

(303) 450-8439

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 22, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 958259 10 3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Brion G. Wise

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o Not Applicable

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 5,600,360 (1)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 5,600,360 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,600,360 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable.

	13.	Percent of Class Represented by Amount in Row (11) 7.36% (2)

	14.	Type of Reporting Person (See Instructions) IN

(1) Includes 1,000 shares of restricted common stock of Western Gas Resources, Inc. and 12,000 shares of Western Gas Resources, Inc. that Mr. Wise has right to acquire through the exercise of stock options.

(2) Based on the number of shares of common stock of Western Gas Resources, Inc. outstanding as of June 22, 2006, (as represented by Western Gas Resources, Inc. in the Merger Agreement discussed in Item 4 below) and including 1,000 shares of restricted common stock of Western Gas Resources, Inc. and 12,000 shares of Western Gas Resources, Inc. that Mr. Wise has right to acquire through the exercise of stock options.

This Amendment No. 3 (this “Amendment”) amends and restates the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “Commission”) by Brion G. Wise on December 8, 1989, as amended by Amendment No. 1 to Schedule 13D, dated October 8, 1990, Amendment No. 2 to Schedule 13D dated April 29, 1991, and Amendment No. 3 to Schedule 13D dated May 1, 1991.

Item 1. Securities and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

This statement relates to the common stock, par value $0.10 per share (the “Common Stock”) of Western Gas Resources, Inc. (the “Company”), whose principal executive offices are located at 1099 18th Street, Suite 1200, Denver, Colorado 80202.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

Mr. Wise’s business address is 774 Mays Boulevard, #10-323, Incline Village, Nevada 89451. Mr. Wise’s principal occupation is serving as a director of the Board of Directors (the “Board”) of the Company. The Company is an independent natural gas explorer, producer, gatherer, processor, transporter and energy marketer. Its producing properties are located primarily in Wyoming, including the developing Powder River Basin coal bed methane play, where the Company is a leading acreage holder and producer, and the rapidly growing Pinedale Anticline. The Company also owns and operates natural gas gathering, processing and treating facilities in major gas-producing basins in the Rocky Mountain, Mid-Continent and West Texas regions of the United States. During the last five years, Mr. Wise has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that would have made him subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Wise is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

This Amendment is not being filed to report the acquisition of shares of Common Stock.

Reference is made to Item 4 hereof for a discussion of Mr. Wise’s acquisition of the Common Stock pursuant to the Restructuring Agreement referred to therein and acquisition of shares of Common Stock subject to vesting restrictions and options to purchase shares of Common Stock.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

WGP, Inc., a Colorado corporation (“WGP”) that was 46.23% owned by Mr. Wise prior to WGP’s dissolution on May 1, 1991, acquired 4,014,907 shares of Common Stock pursuant to a subscription agreement between the Company and WGP that was accepted by the Company on November 3, 1989 and became effective on December 8, 1989 concurrently with the commencement of the public

offering of shares of Common Stock by the Company (the “Public Offering”). WGP acquired the shares of Common Stock primarily for investment purposes.

The Company was formed in October 1989 to acquire a majority interest in Western Gas Processors, Ltd., a Colorado limited partnership (the “Partnership”) that merged out of existence on May 1, 1991. The Company became the sole general partner of the Partnership on December 8, 1989, and, from that date through May 1, 1991, conducted all of its business through the Partnership. Upon completion of the Public Offering on December 15, 1989, the Company owned approximately 51% of the Partnership, including 15% acquired with the net proceeds from the Public Offering. With additional net proceeds received by the Company from the exercise by certain underwriters of an over-allotment option to purchase additional shares of Common Stock granted to such underwriters in connection with the Public Offering, the Company subsequently increased its ownership of the Partnership to approximately 52%.

On October 8, 1990, the Company announced that it would propose a restructuring (the “Restructuring”) after which it would own all outstanding interests in the Partnership. Mr. Wise subsequently entered into an Agreement and Plan of Restructuring dated as of April 2, 1991 (the “Restructuring Agreement”) among the Company, the Partnership and the “Founders” (consisting of Mr. Wise, WGP, Heetco, Inc. NV, a Nevada corporation, Dean Phillips, Inc., a Missouri corporation, Sauvage Gas Company, a Colorado corporation, Sauvage Gas Service, Inc., a Nebraska corporation, Bill M. Sanderson, Walter L. Stonehocker, Dean Phillips, Ward Sauvage, and, subject to the limitations set forth therein, Lanny F. Outlaw). The Restructuring Agreement provided that (i) the Founders would transfer (the “Transfer”) to the Company all units of limited partner interest (“LP Units”) in the Partnership owned by them, other than LP Units designated as $1.80 Cumulative Participating Preference Units (“PPUs”), in exchange for an equal number of shares of Common Stock and (ii) the Partnership would merge into the Company pursuant to a plan of merger (the “Merger”) providing that all LP Units not owned by the Company after the Transfer (consisting of PPUs) would be converted into an equal number of shares of Common Stock.

The Restructuring was consummated on May 1, 1991 after the stockholders of the Company and the limited partners of the Partnership voted to approve the transaction, and the Partnership ceased to exist. On May 1, 1991 pursuant to the Transfer, the 4,471,969 LP Units owned by WGP were assigned, transferred and delivered to the Company in exchange for an equal number of shares of Common Stock. After the Restructuring was consummated, WGP was dissolved on May 1, 1991, and Mr. Wise became the beneficial owner of a number of shares of Common Stock equal to his percentage ownership of WGP multiplied by the number of shares of Common Stock owned by WGP, and WGP ceased to be the beneficial owner of any Common Stock. Mr. Wise acquired beneficial ownership of 3,964,446 shares of Common Stock pursuant to the dissolution of WGP.

Also on May 1, 1991, pursuant to the Merger, 7,000 PPUs held directly by Mr. Wise were converted into an equal number of shares of Common Stock.

On May 17, 2002, Mr. Wise was issued, in his capacity as a member of the Board, options to purchase 4,000 shares of Common Stock, all of which are vested and the underlying shares deemed beneficially owned.

On May 19, 2003, Mr. Wise was issued, in his capacity as a member of the Board, options to purchase 4,000 shares of Common Stock, all of which are vested and the underlying shares deemed beneficially owned.

On May 10, 2004, Mr. Wise was issued, in his capacity as a member of the Board, options to purchase 4,000 shares of Common Stock, 2,667 of which are vested and the underlying shares deemed beneficially owned.

On May 6, 2005, Mr. Wise was issued, in his capacity as a member of the Board, options to purchase 4,000 shares of Common Stock, 1,333 of which are vested and the underlying shares deemed beneficially owned.

On May 5, 2006, Mr. Wise was issued, in his capacity as a member of the Board, options to purchase 4,000 shares of Common Stock, none of which are vested and none of the underlying shares deemed beneficially owned.

On May 5, 2006, Mr. Wise was issued, in his capacity as a member of the Board, 1,000 shares of Common Stock subject to vesting restrictions, however all of the shares of restricted stock are deemed beneficially owned.

On June 22, 2006, the Company entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Anadarko Petroleum Corporation (“Anadarko”), and APC Merger Sub, Inc., a wholly-owned subsidiary of Anadarko (“Merger Subsidiary”). Pursuant to the Merger Agreement, at the time of the Anadarko Merger, Merger Subsidiary will be merged with and into Western and all shares of Western’s common stock will be canceled and converted into the right to receive $61.00 per share in cash (the “Anadarko Merger”). Upon the consummation of the Anadarko Merger, all outstanding stock options, phantom equity-based awards and restricted stock awards will immediately and fully vest, will be cancelled and the holders thereof will be entitled to receive an amount in cash equal to $61.00 per share (less, in the case of stock options and phantom equity-based awards, the exercise price per share previously subject to such stock options or awards).

In connection with the Merger Agreement, Mr. Wise and certain other officers and directors of the Company, in their capacities as stockholders, entered into voting agreements (collectively, the “Voting Agreements”) with Anadarko, each dated as of June 22, 2006 with respect to all shares of Common Stock pursuant to which each stockholder has agreed to vote such stockholder’s shares of common stock in favor of the Merger Agreement and the transactions contemplated thereby. Approximately 17.3% of the Company’s outstanding shares of common stock are subject to the Voting Agreements. The Voting Agreements will terminate upon the earliest of (i) termination of the Merger Agreement in accordance with its terms, (ii) the effective date of the Anadarko Merger or (iii) certain other circumstances described in the Voting Agreement. The terms of the Voting Agreement by and between Mr. Wise and Anadarko are more fully described in Item 6 below.

If the Anadarko Merger is completed, Mr. Wise will no longer own any shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows.

(a)-(b) As of the filing date of this Amendment, Mr. Wise has beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) over an aggregate of 5,600,360 shares of Common Stock, constituting 7.36% of the shares of outstanding Common Stock. The percentage of Common Stock beneficially owned by Mr. Wise set forth in this Amendment is calculated based on Rule 13d-3(d)(1) of the Exchange Act.

Pursuant to the Voting Agreement described in Item 6 below, Mr. Wise has shared voting power and shared dispositive power with Anadarko over 5,600,360 shares of Common Stock. Mr. Wise does not have sole voting power or sole dispositive power over any shares of Common Stock.

The address of the principal office and business of Anadarko is 1201 Lake Robbins Drive, The Woodlands, Texas 77380. Anadarko is an independent oil and gas company primarily engaged in the upstream activities of acquiring, exploiting, developing and producing oil and gas in the United States. During the last five years, Anadarko has not been (i) convicted in a criminal proceeding, (excluding traffic violations or similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(c) Except as described in this Schedule 13D, during the past 60 days there have been no other transactions in the securities of the Company effected by Mr. Wise.

(d) Not applicable

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows.

In connection with the Merger Agreement, on June 22, 2006, Mr. Wise entered into a voting agreement with Anadarko pursuant to which Mr. Wise agreed to vote all shares of Common Stock that he owns or has the right to vote or direct the voting of in favor of the Anadarko Merger contemplated by the Merger Agreement and against any action inconsistent therewith. In the Voting Agreement, Mr. Wise also appointed Anadarko and its designees as his proxy and attorney-in-fact to vote his shares of Common Stock on the matters, in the manner and during the time periods specified in the Voting Agreement. Mr. Wise also agreed not to sell, transfer, pledge, encumber, assign or dispose, or enter into any contract, option or other arrangement to transfer, his shares of Common Stock or grant any proxy (except the proxy granted in the Voting Agreement) or enter into any voting or other agreement with respect to his shares of Common Stock. The preceding summary of the terms of the Voting Agreement is qualified in its entirety by reference to the detailed provisions of the Voting Agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.

The Voting Agreement will terminate upon the earlier of (i) termination of the Merger Agreement in accordance with its terms, (ii) the effective date of the Anadarko Merger or (iii) certain other circumstances described in the Voting Agreement.

The Company has granted Mr. Wise 20,000 options to purchase shares of Common Stock of the issuer, 4,000 of which were issued pursuant to a stock option agreement dated May 17, 2002, 4,000 of which were issued pursuant to a stock option agreement dated May 19, 2003, 4,000 of which were issued pursuant to a stock option agreement dated May 10, 2004, 4,000 of which were issued pursuant to a stock option agreement dated May 6, 2005, 4,000 of which were issued pursuant to a stock option agreement dated May 5, 2006. The options vest in annual one-third increments commencing on the first anniversary of the respective grant date. The options expire on the earlier of five years from the date of vesting or ten years from the grant date. In addition, the Company has granted Mr. Wise 1,000 shares of Common Stock, subject to certain restrictions, pursuant to the terms of a restricted stock agreement, dated May 5, 2006. The shares of restricted stock vest in annual one-third increments commencing on the first anniversary of the grant date.

Except as described herein or in Item 4 of this Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Wise and any person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits.

Exhibit

2.1 Agreement and Plan of Restructuring, dated as of April 2, 1991, by and among Western Gas Resources, Inc., Western Gas Processors, Ltd. and Mr. Walter L. Stonehocker, WGP, Inc., Heetco, Inc., Dean Phillips, Inc., Sauvage Gas Company, Sauvage Gas Service, Inc., Brion G. Wise, Bill M. Sanderson, Dean Phillips, Ward Sauvage and Lanny F. Outlaw (previously filed as exhibit 10.10 to Western Gas Resources, Inc.’s Registration Statement on Form S-1, Registration No. 33-43077, dated November 14, 1991 and incorporated herein by reference).

4.1 Subscription Agreement, effective December 8, 1989, between WGP. and Western Gas Resources, Inc. (previously filed as exhibit 10.31 to Western Gas Resources, Inc.’s Registration Statement on Form S-4, Registration No. 33-39588, dated March 27, 1991 and incorporated herein by reference).

10.1 Stock Option Agreement, dated May 17, 2002, by and between Western Gas Resources, Inc. and Mr. Brion G. Wise.*

10.2 Stock Option Agreement, dated May 19, 2003, by and between Western Gas Resources, Inc. and Mr. Brion G. Wise.*

10.3 Stock Option Agreement, dated May 10, 2004, by and between Western Gas Resources, Inc. and Mr. Brion G. Wise.*

10.4 Stock Option Agreement, dated May 6, 2005, by and between Western Gas Resources, Inc. and Mr. Brion G. Wise.*

10.5 Restricted Stock Agreement, dated May 5, 2006, by and between Western Gas Resources, Inc. and Mr. Brion G. Wise.*

10.6 Stock Option Agreement, dated May 5, 2006, by and between Western Gas Resources, Inc. and Mr. Brion G. Wise.*

10.7 Voting Agreement, dated as of June 22, 2006, among Anadarko and Brion G. Wise.*

*Filed herewith

Signatures

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

June 29, 2006

	By:	/s/ Brion G. Wise
		Brion G. Wise

EX-10.1 2 a06-14833_1ex10d1.htm EX-10

Exhibit 10.1

WESTERN GAS RESOURCES, INC.

2002 NON-EMPLOYEE DIRECTORS’ STOCK OPTION AGREEMENT

THIS AGREEMENT, made as of May 17, 2002, by and between Western Gas Resources, Inc. (hereinafter called the “Corporation”), a Delaware corporation, and Brion Wise, a non-employee director of the Corporation (hereinafter called the “Optionee”).

RECITALS:

A. The Optionee is eligible as a non-employee director of the Corporation to participate in the Western Gas Resources, Inc. 2002 Non-Employee Director’s Stock Option Plan (the “Plan”).

B. The Board of Directors of the Corporation considers it desirable and in the Corporation’s best interests that the Optionee be given an opportunity to purchase shares of its Common Stock in furtherance of the Plan to provide incentive for the Optionee to remain as a director of the Company and to promote the success of the Corporation.

NOW THEREFORE, in consideration of the premises, it is agreed as follows:

1. Grant of Option. The Corporation hereby grants as of May 17, 2002 (the “Grant Date”) to the Optionee the right, privilege and option to purchase 2,000 shares of the Common Stock par value $0.10 (the “Common Stock”) of the Corporation, at a purchase price of Thirty Seven Dollars and Eighty Two 100ths ($37.82) per share in the manner and subject to the conditions hereafter provided. Said purchase price is not less than the Fair Market Value (as that term is defined in the Plan) of the shares of Common Stock of the Corporation at the time this option was granted.

2. Period of Exercise of Option. This Option may be exercised in whole or in part, or in installments, from time to time, with respect to the shares covered hereby, in the amounts and at the times specified below. The Option or any portion thereof, once it becomes exercisable as specified below, shall remain exercisable until it shall expire in accordance with the provisions of this Agreement.

(a) Notwithstanding anything herein to the contrary, no Option or portion thereof granted under this Agreement may be exercised after the earlier of (i) five (5) years after the date the Optionee has the right to exercise such Option or portion thereof, in accordance with paragraph 2(b) below; or (ii) ten (10) years after the Option is granted.

(b) Except as expressly provided in Section 2(e), below, an Optionee shall become entitled to exercise that portion of the Option and to purchase the percentage of the Common stock subject to the Option in accordance with the following schedule:

(1) Commencing one (1) year from the Grant Date, the Optionee shall have the right to exercise thirty-three and one-third percent (33-1.3%) of the

Option and to purchase an additional thirty-three and one-third percent (33-1/3%) subject to the Option.

(2) Commencing two (2) years from the Grant Date, the Optionee shall have the right to exercise thirty-three and one-third percent (33-1.3%) of the Option and to purchase an additional thirty-three and one-third percent (33-1/3%) subject to the Option.

(3) Commencing three (3) years from the Grant Date, the Optionee shall have the right to exercise thirty-three and one-third percent (33-1.3%) of the Option and to purchase an additional thirty-three and one-third percent (33-1/3%) subject to the Option.

The Optionee’s right to purchase Shares subject to the Option shall be cumulative, so that three (3) years from the Grant Date, the Optionee shall be entitled to exercise one hundred percent (100%) of the Option and to purchase all of the Common Stock subject to the Option, subject to all of the provisions of this Agreements.

(c) Except as provided in Sections 2(d) and 2(e), an Optionee may exercise an Option only if, at the time such Option is exercised, such Optionee is a director of, and has continuously since the grant of the Option, been a director of the Corporation or any subsidiary, parent, or predecessor of the Corporation.

(d) If an Optionee ceases to be a director for any reason other than (i) his or her death or disability; or (ii) his or her discharge for dishonesty or commission of a crime, the Optionee may, within three (3) months thereafter, and subject to provisions of Sections 2(a), (b) and (c), exercise the Option to the extent that the Option was exercisable as of the date of the Optionee ceased to be a director. All unexercised Options, or portions thereof, shall terminate, be forfeited, and shall lapse upon expiration of said three (3) month period, or immediately if the Optionee ceases to be a director of the Corporation for any of the reasons set forth in (ii), above.

(e) If an Optionee dies or becomes disabled while he is a director of the Corporation or ceases to be a director as a result of disability, all of the Options granted to such employee shall become one hundred percent (100%) exercisable, without regard to the provisions of Section 2(b), above. In such event, the Options may be exercised by the disabled director, or the person or persons to whom his or her rights under the Option shall pass by will, or by the applicable laws of descent and distribution; provided, however, that no such Option may be exercised after 180 days from such directors’ s date of death, or the date Optionee ceases to be a director as a result of disability, whichever is applicable. Upon expiration of said period, all unexercised Options, or portions thereof, shall terminate, be forfeited, and shall lapse.

(a) (f) Notwithstanding the provision of Section (b), above, in the event (1) there is a “Change of Control” of the Corporation; and (2) the Optionee is removed as a director of the Corporation without cause, then all of the options granted to such Optionee under this Agreement shall become one hundred percent (100%) exercisable, subject to the other provisions of this Section 2. For these purposes, a Change of Control of the Corporation shall mean (i) the acquisition by any person or persons acting in concert (including corporations, partnerships, associations or unincorporated organizations), of legal ownership or beneficial

ownership (within the meaning of Rule 13d-3, promulgated by the Securities and Exchange Commission and now in effect under the Securities Exchange Act of 1934 (as amended), of a number of voting shares of capital stock of the Corporation greater than either 30% or the number of voting shares of capital stock of the Corporation that are then owned, beneficially (as defined above), by Brion G. Wise, Bill M. Sanderson, Walter L. Stonehocker, Dean Phillips, Ward Sauvage, their immediate families and the companies through which they and their immediate families hold ownership in the Corporation (“the Founders”), whichever is higher; (ii) a merger or consolidation of the Corporation or any of its subsidiaries other than a merger or consolidation immediately following which the directors of the Corporation prior thereto constitute a majority of the of the board of the surviving company or parent thereof; (iii) a change in the majority of the Board pursuant to an actual or threatened proxy contest; or (iv) a sale of substantially all of the Corporation’s assets.

3. Method of Exercise. To exercise an Option, the Optionee, or his or her successors, shall give written notice to the Treasurer of the Corporation, at the Corporation’s principal office, accompanied by full payment of the Common Stock being purchased. If the Option is exercised by the successor of the Optionee, following his or her death, proof shall be submitted, satisfactory to the Board, of the right of the successor to exercise the Option. The Corporation shall not be required to transfer or deliver any certificate or certificates for shares purchased upon any such exercise of said option: (a) until after compliance with all then applicable requirements of law; and (b) prior to admission of such shares to listing on any stock exchange on which the stock may then be listed. In no event shall the Corporation be required to issue fractional shares to the Optionee.

4. Limitation Upon Exercise. The option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and is exercisable, during the lifetime of Optionee, only by the Optionee.

5. Limitation Upon Transfer. Except as otherwise provided hereto, the option and all rights granted hereunder shall not be transferred by the Optionee, and may not be assigned, pledged, or hypothecated in any way and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer the option, or to assign, pledge, hypothecate or otherwise dispose of such Option or of any rights granted hereunder, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon such option or such rights, such option and such rights shall immediately become null and void.

6. Stock Adjustment. In the event of any change in Common Stock of the Corporation, by reason of a stock split, stock dividend, recapitalization, exchange of shares, or other transaction, the number of shares remaining subject to the option and the option price per share shall be appropriately adjusted by the Board of Directors.

7. Corporate Reorganization. If there shall be any capital reorganization or consolidation or merger of the Corporation with another corporation or corporations, or any sale of all or substantially all of the Corporation’s properties and assets to any other corporation, the Corporation shall take such action as may be necessary to enable the Optionee to receive upon

any subsequent exercise of such option, in whole or in part, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for such shares of Common Stock.

8. Rights of Stockholders. Neither the Optionee, his or her legal representative, nor other persons entitled to exercise the option shall be or have any rights of a stockholder in the Company in respect of the shares issuable upon exercise of the option granted hereunder, unless and until certificates representing such shares shall have been delivered pursuant to the terms hereof.

9. Rights of Director. Nothing contained in this Agreement shall confer upon Optionee any right to continue to remain as a director of the Corporation.

10. Stock Reserved. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of its Common Stock as will be sufficient to satisfy the terms of this Agreement.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

WESTERN GAS RESOURCES, INC.

By:	/s/ Peter A. Dea



/s/ Brion G. Wise
Optionee

EX-10.2 3 a06-14833_1ex10d2.htm EX-10

Exhibit 10.2

WESTERN GAS RESOURCES, INC.

2002 NON-EMPLOYEE DIRECTORS’ STOCK OPTION AGREEMENT

THIS AGREEMENT, made as of May 19, 2003, by and between Western Gas Resources, Inc. (hereinafter called the “Corporation”), a Delaware corporation, and Brion Wise, a non-employee director of the Corporation (hereinafter called the “Optionee”).

RECITALS:

A. The Optionee is eligible as a non-employee director of the Corporation to participate in the Western Gas Resources, Inc. 2002 Non-Employee Director’s Stock Option Plan (the “Plan”).

NOW THEREFORE, in consideration of the premises, it is agreed as follows:

1. Grant of Option. The Corporation hereby grants as of May 19, 2003 (the “Grant Date”) to the Optionee the right, privilege and option to purchase 2,000 shares of the Common Stock par value $0.10 (the “Common Stock”) of the Corporation, at a purchase price of Thirty Eight Dollars and Seventy Six 100ths ($38.76) per share in the manner and subject to the conditions hereafter provided. Said purchase price is not less than the Fair Market Value (as that term is defined in the Plan) of the shares of Common Stock of the Corporation at the time this option was granted.

(1) Commencing one (1) year from the Grant Date, the Optionee shall have the right to exercise thirty-three and one-third percent (33-1.3%) of the Option and to purchase an

additional thirty-three and one-third percent (33-1/3%) subject to the Option.

9. Rights of Director. Nothing contained in this Agreement shall confer upon Optionee any right to continue to remain as a director of the Corporation.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

WESTERN GAS RESOURCES, INC.

By:	/s/ Peter A. Dea



/s/ Brion G. Wise
Optionee

EX-10.3 4 a06-14833_1ex10d3.htm EX-10

Exhibit 10.3

WESTERN GAS RESOURCES, INC.

2002 NON-EMPLOYEE DIRECTORS’ STOCK OPTION AGREEMENT

THIS AGREEMENT, made as of May 10, 2004, by and between Western Gas Resources, Inc. (hereinafter called the “Corporation”), a Delaware corporation, and Brion Wise, a non-employee director of the Corporation (hereinafter called the “Optionee”).

RECITALS:

A. The Optionee is eligible as a non-employee director of the Corporation to participate in the Western Gas Resources, Inc. 2002 Non-Employee Director’s Stock Option Plan (the “Plan”).

NOW THEREFORE, in consideration of the premises, it is agreed as follows:

1. Grant of Option. The Corporation hereby grants as of May 10, 2004 (the “Grant Date”) to the Optionee the right, privilege and option to purchase 2,000 shares of the Common Stock par value $0.10 (the “Common Stock”) of the Corporation, at a purchase price of Fifty Five Dollars and thirty-seven 100ths ($55.37) per share in the manner and subject to the conditions hereafter provided. Said purchase price is not less than the Fair Market Value (as that term is defined in the Plan) of the shares of Common Stock of the Corporation at the time this option was granted.

(1) Commencing one (1) year from the Grant Date, the Optionee shall have the right to exercise thirty-three and one-third percent (33-1.3%) of the Option and to purchase an

additional thirty-three and one-third percent (33-1/3%) subject to the Option.

9. Rights of Director. Nothing contained in this Agreement shall confer upon Optionee any right to continue to remain as a director of the Corporation.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

WESTERN GAS RESOURCES, INC.

By:	/s/ Peter A. Dea


/s/ Brion G. Wise
Optionee

EX-10.4 5 a06-14833_1ex10d4.htm EX-10

Exhibit 10.4

WESTERN GAS RESOURCES, INC.

2002 NON-EMPLOYEE DIRECTORS’ STOCK OPTION AGREEMENT

THIS AGREEMENT, made as of May 6, 2005, by and between Western Gas Resources, Inc. (hereinafter called the “Corporation”), a Delaware corporation, and Brion Wise, a non-employee director of the Corporation (hereinafter called the “Optionee”).

RECITALS:

A. The Optionee is eligible as a non-employee director of the Corporation to participate in the Western Gas Resources, Inc. 2002 Non-Employee Director’s Stock Option Plan (the “Plan”).

NOW THEREFORE, in consideration of the premises, it is agreed as follows:

1. Grant of Option. The Corporation hereby grants as of May 6, 2005 (the “Grant Date”) to the Optionee the right, privilege and option to purchase 4,000 shares of the Common Stock par value $0.10 (the “Common Stock”) of the Corporation, at a purchase price of Thirty Four Dollars and no 100ths ($34.00) per share in the manner and subject to the conditions hereafter provided. Said purchase price is not less than the Fair Market Value (as that term is defined in the Plan) of the shares of Common Stock of the Corporation at the time this option was granted.

(1) Commencing one (1) year from the Grant Date, the Optionee shall have the right to exercise thirty-three and one-third percent (33-1.3%) of the Option and to purchase an additional thirty-three and one-third percent (33-1/3%) subject to the Option.

Commission and now in effect under the Securities Exchange Act of 1934 (as amended), of a number of voting shares of capital stock of the Corporation greater than either 30% or the number of voting shares of capital stock of the Corporation that are then owned, beneficially (as defined above), by Brion G. Wise, Bill M. Sanderson, Walter L. Stonehocker, Dean Phillips, Ward Sauvage, their immediate families and the companies through which they and their immediate families hold ownership in the Corporation (“the Founders”), whichever is higher; (ii) a merger or consolidation of the Corporation or any of its subsidiaries other than a merger or consolidation immediately following which the directors of the Corporation prior thereto constitute a majority of the of the board of the surviving company or parent thereof; (iii) a change in the majority of the Board pursuant to an actual or threatened proxy contest; or (iv) a sale of substantially all of the Corporation’s assets.

securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for such shares of Common Stock.

9. Rights of Director. Nothing contained in this Agreement shall confer upon Optionee any right to continue to remain as a director of the Corporation.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

WESTERN GAS RESOURCES, INC.

By:	/s/ Peter A. Dea



/s/ Brion G. Wise
Optionee

EX-10.5 6 a06-14833_1ex10d5.htm EX-10

Exhibit 10.5

WESTERN GAS RESOURCES, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT

PARTICIPANT:		Brion Wise

DATE OF GRANT:		May 5, 2006

THIS AGREEMENT is entered by and between Western Gas Resources, Inc. (the “Company”), and the above named Participant (“Participant”), an Director of the Company.

The Company and Participant agree as follows:

1. PRECEDENCE OF PLAN. This Agreement is subject to and shall be construed in accordance with the terms and conditions of the Western Gas Resources, Inc. 2005 Stock Incentive Plan (the “Plan”), as now or hereinafter in effect. Any capitalized terms that are used in this Agreement without being defined and that are defined in the Plan shall have the meaning specified in the Plan.

2. GRANT OF RESTRICTED STOCK. Participant is hereby granted shares of Common Stock of the Company (the “Restricted Stock”) pursuant to the Plan. The Restricted Stock and this Agreement are subject to and shall be construed in accordance with the terms and conditions of the Plan, as now or hereinafter in effect.

a. Number of Shares. The number of shares of Restricted Stock that are granted is the number set forth in Schedule 2A to this Agreement.

b. Price of Shares. The purchase price per share, if any, is the amount set forth in Schedule 2B to this Agreement. This Agreement shall expire and shall be null and void to the extent Participant fails to pay the purchase price, if any, for the Restricted Stock in the manner specified by the Plan by the 30th day following the date of grant.

c. Vesting of Restricted Stock. The Restricted Stock shall become vested in equal annual one-third increments, commencing on the first anniversary of the date of grant; provided, however, that Participant must have been in Continuous Service from the date of grant of the Restricted Stock until the later of the vesting date. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the “Restriction Period.”

In the event that Participant terminates Continuous Service for any reason, or otherwise fails to meet any conditions to the vesting of the Restricted Stock within the allotted time period, any Restricted Stock held by Participant as of the date of such termination of Continuous Service, and any Restricted Stock subject to such conditions, shall be forfeited and ownership shall be transferred to the Company and the Restricted Stock shall become authorized but unissued shares. The Company shall, within ten days of such forfeiture, pay to Participant the purchase price, if any, paid by Participant for the shares of Restricted Stock so forfeited.

3. CONDITIONS OF AWARD. This Agreement is conditional upon and subject to Participant delivering to the Company:

a. No later than the date on which Participant returns an executed copy of this Agreement, three undated Stock Assignments, each in the form attached hereto as Attachment A, endorsed by the Participant in blank; and

b. If applicable, no later than five (5) days after making, an executed copy of any written election made by Participant under Section 83(b) of the Internal Revenue Code with respect to such Restricted Stock.

This Agreement shall expire and shall be null and void to the extent Participant fails to comply with the foregoing with respect to the Restricted Stock.

4. ISSUANCE OF CERTIFICATES. The Company may provide for the transfer of the Restricted Stock by the registration of stock certificates in Participant’s name, by the credit of shares to Participant’s account with a designated transfer agent (as confirmed in a letter to Participant), or such other appropriate method as the Company may elect. Certificates, if issued, may, at the Company’s option, either be held by the Company in escrow until the Restriction Period expires or until the restrictions thereon otherwise lapse and/or be issued to the Participant and registered in the name of the Participant, bearing an appropriate restrictive legend that refers to this Agreement and remaining subject to appropriate stop-transfer orders. The credit of shares to Participant’s account with a designated transfer agent, shall be made to a restricted book entry until the Restriction Period expires or until the restrictions thereon otherwise lapse. If and when the Restricted Stock vests and is no longer subject to forfeiture or transfer restrictions, either (i) certificates for such Restricted Stock shall be delivered to the Participant, or (ii) such Restricted Stock will be transferred by the designated transfer agent from restricted book entry to an unrestricted book entry status, (subject to Section 6 pertaining to the withholding of taxes and Section 14 pertaining to the Securities Act of 1933, as amended (the “Securities Act”)); provided, however, that the Plan Administrator may cause such legend or legends to be placed on any such certificates or book entry as it may deem advisable under applicable law.

5. ADJUSTMENTS TO STOCK. If there is any change, increase or decrease, in the outstanding shares of the Company’s Common Stock which is effected without receipt of additional consideration by the Company, by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination or exchange of stock, or other similar circumstances, or if there is a spin-off or other distribution of assets to the Company’s stockholders, the Company shall make an appropriate adjustment in the aggregate number of shares of Stock which then constitute Restricted Stock and the vesting schedule set forth above. Such adjustment shall be identical to the adjustment made generally with respect to outstanding shares of the Company’s Common Stock. Any additional securities or other property issued to Participant or a Stockholder as a result of any of the foregoing events shall continue to be subject to the terms of this Agreement to the same extent as the Stock giving rise to the right to receive such additional securities or other property.

6. SECURITIES ACT.

a. The issuance and delivery of the Restricted Stock to the Participant have been registered under the Securities Act by a Registration Statement on Form S-8 that has been filed with the Securities and Exchange Commission (“SEC”) and has become effective. The Participant acknowledges receipt from the Company of its Prospectus dated May 31, 2005, relating to the Restricted Stock

b. If the Participant is an “affiliate” of the Company, which generally means a director, executive officer or holder of 10% or more of its outstanding shares (notwithstanding the provisions of Section 5.2 of the Plan), at the time certificates representing Restricted Stock are delivered to the Participant, such certificates shall bear the following legend, or other similar legend then being generally used by the Company for certificates held by its affiliates:

“THESE SHARES MUST NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL FOR THE ISSUER, IS EXEMPT FROM REGISTRATION THROUGH

COMPLIANCE WITH RULE 144 OR WITH ANOTHER EXEMPTION FROM REGISTRATION.”

The Company shall remove such legend upon request by the Participant if, at the time of such request, the shares are eligible for sale under SEC Rule 144(k), or any provision that has replaced it, in the opinion of the Company’s counsel.

7. GENERAL PROVISIONS.

a. Withholding for Taxes. Participant shall reimburse the Company, in cash or by certified or bank cashier’s check, for any federal, state or local taxes required by law to be withheld with respect to the grant or vesting of the Restricted Stock, as applicable. The Company shall have the right to deduct from any salary or other payments to be made to Participant any federal, state or local taxes required by law to be so withheld. The Company’s obligation to deliver a certificate representing the vested Restricted Stock, transfer such Restricted Stock to Participant’s name, or otherwise credit of the Restricted Stock to Participant’s unrestricted book entry account with a designated transfer agent upon vesting is subject to the payment by Participant of any applicable federal, state and local withholding tax.

b. Rights as a Stockholder. Except as otherwise provided in this Agreement or the Plan, during the Restriction Period the Participant shall have, with respect to the Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Restricted Stock and the right to receive any dividends or other distributions with respect thereto.

c. Validity of Share Issuance. The shares of Restricted Stock have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable.

d. Receipt of Plan. By entering into this Agreement, Participant acknowledges (i) that he or she has received and read a copy of the Plan and (ii) that this Agreement is subject to and shall be construed in accordance with the terms and conditions of the Plan, as now or hereinafter in effect.

e. Transfer Restrictions. Common Stock acquired pursuant to this Agreement shall be subject to such transfer restrictions as the Company shall deem reasonably necessary or desirable, including, without limitation, restrictions on the transfer of the Common Stock until there has been compliance with federal and state securities laws and until Participant has paid the Company such amounts as may be necessary in order to satisfy any withholding tax liability of the Company. In the event the Common Stock is certificated, the certificate(s) may contain legends restricting such transfers.

f. Not an Employment Contract. This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the part of Participant to remain in the Continuous Service of the Company, or of the Company to continue Participant in the Continuous Service of the Company.

g. Effect on Employee Benefits. Participant agrees that the Award will constitute special incentive compensation that will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement, profit sharing or other remuneration plan of the Company unless so provided in such plan, if applicable.

h. Further Action. The parties agree to execute such further instruments and to take such further action as reasonably may be necessary to carry out the intent of this Agreement.

i. Interpretation. The interpretations and constructions of any provision of and determinations on any question arising under the Plan or this Agreement shall be made by the Plan Administrator, and all such interpretations, constructions and determinations shall be final and conclusive as to all parties. This Agreement, as issued pursuant to the Plan, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. This Agreement may be executed in counterparts, all of which shall be deemed to be one and the same instrument, and it shall be sufficient for each party to have executed at least one, but not necessarily the same, counterpart. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement in any way.

j. Assignment. This Agreement shall be binding upon the parties and their respective legal representatives, beneficiaries, successors and assigns.

k. Notices. All notices or other communications that are required to be given or may be given to either party pursuant to the terms of this Agreement shall be in writing and shall be delivered personally or by registered or certified mail, postage prepaid, to the address of the parties as set forth following the signature of such party. Notice shall be deemed given on the date of delivery in the case of personal delivery or on the delivery or refusal date as specified on the return receipt in the case of registered or certified mail. Either party may change its address for such communications by giving notice thereof to the other party in conformity with this section.

l. Amendment. The Plan Administrator may, at any time, without consent of or receiving further consideration from the Participant, amend this Agreement and the related Restricted Stock Award in response to, or to comply with changes in, Applicable law. To the extent not inconsistent with the terms of the Plan, the Plan Administrator may, at any time, amend this Agreement in a manner that is not unfavorable to the Participant without the consent of the Participant. The Plan Administrator may amend this Agreement and the terms of the related Restricted Stock otherwise with the written consent of the Participant.

m. Governing Law and Venue. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to conflicts of laws principles. Resolution of any disputes under this Agreement shall only be held in courts in Denver County, Colorado, and the parties expressly consent to personal jurisdiction in courts in Denver County, Colorado and waive any objections to such jurisdiction.

IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company and Participant have executed this Agreement on 6/21, 2006, effective as of the date of grant.

PARTICIPANT	WESTERN GAS RESOURCES, INC.


/s/ Brion G. Wise
	By:	/s/ Peter A. Dea

	Title:		President & Chief Executive Officer

SCHEDULES

RESTRICTED STOCK AGREEMENT

Schedule

2A	Number of shares of stock:	1000

2B	Purchase price per share:	N/A

Brion Wise

Attachment A
WESTERN GAS RESOURCES, INC.
2005 STOCK INCENTIVE PLAN

STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Agreement (the “Agreement”) dated as of , 20 , the undersigned hereby sells, assigns and transfers unto , ( ) shares of common stock of Western Gas Resources, Inc., standing in the undersigned’s name on the books of said corporation (if certificated, represented by Certificate No. herewith), and does hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of the said corporation with full power of substitution in the premises. This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the repurchase of shares of common stock issued to the undersigned pursuant to the Agreement, and only to the extent that any unvested shares remain subject to the Company’s purchase option under the Agreement.

Dated:	6/21/6	/s/ Brion G. Wise
		Signature

		Brion Wise
		Print Name

EX-10.6 7 a06-14833_1ex10d6.htm EX-10

Exhibit 10.6

WESTERN GAS RESOURCES, INC.

2002 NON-EMPLOYEE DIRECTORS’ STOCK OPTION AGREEMENT

THIS AGREEMENT, made as of May 5, 2006, by and between Western Gas Resources, Inc. (hereinafter called the “Corporation”), a Delaware corporation, and Brion Wise, a non-employee director of the Corporation (hereinafter called the “Optionee”).

RECITALS:

A. The Optionee is eligible as a non-employee director of the Corporation to participate in the Western Gas Resources, Inc. 2002 Non-Employee Director’s Stock Option Plan (the “Plan”).

NOW THEREFORE, in consideration of the premises, it is agreed as follows:

1. Grant of Option. The Corporation hereby grants as of May 5, 2006 (the “Grant Date”) to the Optionee the right, privilege and option to purchase 4,000 shares of the Common Stock par value $0.10 (the “Common Stock”) of the Corporation, at a purchase price of Fifty-Two Dollars and Seventy-Eight 100ths ($52.78) per share in the manner and subject to the conditions hereafter provided. Said purchase price is not less than the Fair Market Value (as that term is defined in the Plan) of the shares of Common Stock of the Corporation at the time this option was granted.

(1) Commencing one (1) year from the Grant Date, the Optionee shall have the right to exercise thirty-three and one-third percent (33-1.3%) of the Option and to purchase an

additional thirty-three and one-third percent (33-1/3%) subject to the Option.

9. Rights of Director. Nothing contained in this Agreement shall confer upon Optionee any right to continue to remain as a director of the Corporation.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

WESTERN GAS RESOURCES, INC.

By:	/s/ Peter A. Dea


/s/ Brion G. Wise
Optionee

EX-10.7 8 a06-14833_1ex10d7.htm EX-10

Exhibit 10.7

VOTING AGREEMENT

VOTING AGREEMENT, dated as of June 22, 2006 (the “Agreement”), among Anadarko Petroleum Corporation, a Delaware corporation (“Parent”), and Brion G. Wise (solely in his, her or its capacity as a stockholder, “Stockholder”).

INTRODUCTION

Parent, APC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Western Gas Resources, Inc., a Delaware corporation (the “Company”), propose to enter into an Agreement and Plan of Merger dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company, and the Company will be the surviving entity (the “Merger”).

As of the date hereof, Stockholder is the record and beneficial owner of the number of shares (the “Shares”) of common stock, par value $.10 per share, of the Company (the “Company Common Stock”) set forth opposite Stockholder’s name on Schedule I attached hereto (such Shares, together with any other shares of capital stock of the Company acquired by Stockholder after the date hereof and during the term of this Agreement (including through the exercise of any stock options or warrants, or any other convertible or exchangeable securities or similar instruments of the Company), being collectively referred to herein as Stockholder’s “Subject Shares”).

As a condition to its willingness to enter into the Merger Agreement, Parent has required that Stockholder agree, and Stockholder is willing to agree, to the matters set forth herein.

In consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows:

Section 1. Defined Terms. Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement.

Section 2. Voting of Shares.

(a) Voting. For so long as this Agreement is in effect, subject to the terms and conditions hereof, Stockholder hereby agrees to vote (or cause to be voted) all of Stockholder’s Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournments or postponements thereof, or pursuant to any consent in lieu of a meeting or otherwise:

(i) in favor of the Merger and the adoption of the Merger Agreement and the approval of the other transactions contemplated thereby, and any actions required in furtherance thereof;

(ii) against any action or agreement that Stockholder would reasonably expect to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and

(iii) against (A) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries (other than the Merger), (B) a sale or transfer of a material amount of assets or capital stock of the Company or any of its subsidiaries, or (C) any action that is intended, or would reasonably be expected, to prevent or materially delay or otherwise materially interfere with the Merger and the other transactions contemplated by the Merger Agreement. Furthermore, Stockholder shall not participate in any way in (and shall vote Stockholders’ Subject Shares against) the calling of a special meeting of the Company’s stockholders at which any of the foregoing is proposed to be voted upon.

(b) Grant of Irrevocable Proxy. Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each of them, Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote, or cause to be voted, Stockholder’s Subject Shares, or grant a consent or approval in respect of Stockholder’s Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournments or postponements thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Subject to this Section 2(b) and Section 10, this grant of proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of Delaware (the “DGCL”).

Section 3. Fiduciary Responsibilities. All agreements and understandings made herein shall be made solely in Stockholder’s capacity as a stockholder and (if Stockholder is an officer or director of the Company) not in Stockholder’s capacity as an director or officer of the Company. Without limiting the generality of the foregoing, Stockholder executes and delivers this Agreement and performs Stockholder’s obligations hereunder solely in his, her or its capacity as the record and beneficial owner, as applicable, of Stockholder’s Subject Shares and nothing herein shall limit or affect any actions taken by Stockholder in his capacity as an officer or director of the Company in exercising his or the Company’s or the Company’s Board of Directors’ rights or duties in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

Section 4. Representations and Warranties of Stockholder. Stockholder represents and warrants to Parent as follows:

(a) Binding Agreement. Stockholder has the power and authority or capacity, as the case may be, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Stockholder has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) No Conflict. Neither the execution and delivery of this Agreement by Stockholder, nor the performance by Stockholder of its obligations hereunder will, assuming any consent, authorization, waiver or exemption under Section 203 of the DGCL applicable hereto has been obtained, (i) require any consent, approval, authorization or permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or the HSR Act or as would not reasonably be expected to prevent, materially delay or otherwise materially impair Stockholder’s ability to perform its obligations hereunder) with, or notification to, any Governmental Authority, (ii) if Stockholder is an entity, result in a violation of, or default under, or conflict with any provision of its certificate of incorporation, bylaws, partnership agreement, limited liability company agreement or similar organizational documents, (iii) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to Stockholder or Stockholder’s Subject Shares, (iv) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to Stockholder or Stockholder’s Subject Shares, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to any of Stockholder’s Subject Shares, or (v) require any consent, authorization or approval of any Person other than a Governmental Authority, except, in the case of clauses (iv) and (v), as would not reasonably be expected to prevent, materially delay or otherwise materially impair Stockholder’s ability to perform its obligations hereunder. If Stockholder is a married individual and Stockholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, Stockholder’s spouse, enforceable against such spouse in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(c) Ownership of Shares. Stockholder is the record and/or beneficial owner of the Shares set forth opposite Stockholder’s name on Schedule I attached hereto free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Shares), other than those created by this Agreement or as set forth on Schedule I attached hereto. There are no outstanding options or

other rights to acquire from Stockholder, or obligations of Stockholder to sell or to dispose of, any shares of Company Common Stock, and none of Stockholder’s Subject Shares are subject to vesting, except as set forth on Schedule I attached hereto. Stockholder holds the exclusive power to vote the Shares set forth opposite Stockholder’s name on Schedule I attached hereto. As of the date of this Agreement, the Shares set forth opposite Stockholder’s name on such Schedule I attached hereto represent all of the shares of capital stock of the Company owned (beneficially or of record) by Stockholder, except shares of Company Common Stock which may be acquired by Stockholder upon exercise of options, if any, held by Stockholder as set forth in such Schedule and except as otherwise set forth on Schedule I attached hereto.

(d) Broker Fees. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission based upon arrangements made by or on behalf of Stockholder in connection with its entering into this Agreement.

Section 5. Representations and Warranties of Parent. Parent represents and warrants to Stockholder as follows:

(a) Binding Agreement. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby. Parent has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) No Conflict. Neither the execution and delivery by Parent of this Agreement, nor the performance by Parent of its obligations hereunder will, assuming any consent, authorization, waiver or exemption under Section 203 of the DGCL applicable hereto has been obtained, (i) require any consent, approval, authorization or permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or the HSR Act or as would not reasonably be expected to prevent, materially delay or otherwise materially impair Parent’s ability to perform its obligations hereunder) with, or notification to, any Governmental Authority, (ii) result in a violation of, or default under, or conflict with any provision of its Certificate of Incorporation or Bylaws, (iii) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to Parent, (iv) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to Parent, or (v) require any consent, authorization or approval of any Person other than a Governmental Authority, except, in the case

of clauses (iv) and (v), as would not prevent, materially delay or otherwise materially impair such Parent’s ability to perform its obligations hereunder.

Section 6. Transfer and Other Restrictions. For so long as this Agreement is in effect:

(a) Certain Prohibited Transfers. Stockholder agrees not to:

(i) sell, transfer, pledge, encumber, assign or otherwise dispose whether by merger, consolidation or operation of law (collectively, the “Transfer”) of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, Stockholder’s Subject Shares or any interest contained therein (other than, if the transactions contemplated by the Merger Agreement are consummated, by operation of law in the Merger), except that any Stockholder may Transfer any of the Subject Shares to any other holder of Company Common Stock who is on the date hereof a party to this Agreement or other agreement with Parent on terms substantially identical to the terms of this Agreement, or to any other Person that, prior to or coincident with such Transfer, executes an agreement with Parent on terms substantially identical to the terms of this Agreement;

(ii) grant any proxies or powers of attorney or enter into a voting agreement or other arrangement with respect to Stockholder’s Subject Shares, other than this Agreement;

(iii) enter into, or deposit Stockholder’s Subject Shares into, a voting trust or take any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by any of Stockholder’s Subject Shares; or

(iv) commit or agree to take any of the foregoing actions that would reasonably be expected in any way to limit, restrict or interfere with Stockholder’s obligations hereunder or with the consummation of the Merger; provided, however, that the restrictions in this Section 6 shall not be deemed violated by any Transfer of Subject Shares pursuant to a cashless exercise of options to acquire Shares so long as the Shares issuable upon exercise thereof become Stockholder’s Subject Shares hereunder.

(b) Efforts. For so long as this Agreement is in effect, Stockholder agrees not to take any action which would reasonably be expected to make any representation or warranty of Stockholder herein untrue or incorrect in any material respect or knowingly take any action that would have the effect of preventing or disabling it from performing its obligations under this Agreement. Subject to Section 3 hereof, for so long as this Agreement is in effect, Stockholder shall use Stockholder’s reasonable efforts to take, or cause to be taken, all actions (including executing and delivering such additional documents) and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things, in each case, as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

(c) Additional Shares. In the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the

Company on, of or affecting Stockholder’s Subject Shares or (ii) Stockholder becomes the beneficial owner of any additional shares of Company Common Stock or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 2(a) hereof, then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by Stockholder immediately following the effectiveness of the events described in clause (i) or Stockholder becoming the beneficial owner thereof, as described in clause (ii), as though they were Stockholder’s Subject Shares hereunder. Stockholder hereby agrees, while this Agreement is in effect, to notify Parent of the number of any new shares of Company Common Stock acquired by Stockholder, if any, after the date hereof.

(d) Certificates. Stockholder agrees to submit his certificates or certificates representing Stockholder’s Subject Shares so they may be legended if required by applicable law for the enforceability of the transfer restrictions set forth in this Section 6.

Section 7. Waiver of Appraisal Rights. Stockholder hereby irrevocably and unconditionally waives, and agrees to prevent the exercise of, any rights of appraisal, any dissenter’s rights and any similar rights relating to the Merger that Stockholder may directly or indirectly have by virtue of the ownership of the Subject Shares.

Section 8. No Solicitation. For so long as this Agreement is in effect, no Stockholder shall, nor shall Stockholder authorize any investment banker, attorney or other advisor or representative of Stockholder to, directly or indirectly through another Person, solicit, initiate or encourage, or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided that any action which is permitted by the Merger Agreement to be taken by Stockholder in his capacity as a director or officer or which is permitted by Section 3 hereof shall not be prohibited or restricted by the foregoing.

Section 9. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the terms hereof or were otherwise breached and that the non-breaching party shall be entitled to specific performance of the terms hereof in addition to any other remedy which may be available at law or in equity. It is accordingly agreed that the non-breaching party will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Court of Chancery of the State of Delaware, the foregoing being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any state or federal court located in Wilmington, Delaware, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery of the State of Delaware.

Section 10. Termination. This Agreement shall terminate and cease to have any force or effect on the earliest of (i) the termination of the Merger Agreement in accordance with its terms,

(ii) the written agreement of the parties hereto to terminate this Agreement, (iii) the consummation of the Merger, (iv) the amendment of the Merger Agreement to decrease the Merger Consideration or otherwise alter the Merger Consideration in a manner adverse to Stockholder unless such amendment has been consented to by Stockholder in writing prior to or simultaneously with such amendment, and (v) if the Merger has not been consummated by December 31, 2006, notice at any time thereafter from any party hereto to the other parties of such party’s election to terminate this Agreement (provided, however, that the right to terminate this Agreement pursuant to this clause (v) shall not be available to any party that is in breach in any material respect of its obligations hereunder); provided, however, that (1) Sections 3, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 shall survive any termination of this Agreement and (2) termination of this Agreement shall not relieve any party from liability for any breach of its obligations hereunder committed prior to such termination.

Section 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight carrier or by telecopier (upon confirmation of receipt) to the parties at the following addresses or at such other address as shall be specified by the parties by like notice: (i) if to Parent or the Company, to the appropriate address set forth in Section 8.1 of the Merger Agreement; and (ii) if to Stockholder, to the appropriate address set forth on Schedule I hereto.

Section 12. Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s Subject Shares and shall be binding upon any Person to which legal or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors.

Section 13. Publicity.

(a) Stockholder hereby consents to the publication and disclosure in the Proxy Statement, and any other documents required to be filed with the SEC in connection with the Merger, the identity and ownership of the Subject Shares by Stockholder and the nature of Stockholder’s commitments, agreements and understandings under this Agreement.

(b) Except as required by law, for so long as this Agreement is in effect, no Stockholder will, or will authorize any of its affiliates to, issue or cause publication of any press release or other announcement with respect to the transactions contemplated by this Agreement without the written consent of Parent, which consent shall not be unreasonably withheld.

Section 14. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 15. Amendment. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

Section 16. Successors and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto, except as expressly provided by Section 6(a). This Agreement will be binding upon, inure to the benefit of and be enforceable by each party and such party’s heirs, beneficiaries, executors, successors, representatives and permitted assigns.

Section 17. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and delivered by means of facsimile transmission or otherwise, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Section 18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW).

Section 19. Appointment of Registered Agent. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of Delaware, such party hereby appoints The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, as such party’s agent in the State of Delaware for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of Delaware.

Section 20. Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly.

Section 21. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed, individually or by its respective officer thereunto duly authorized, as of the date first written above.

	ANADARKO PETROLEUM CORPORATION


	By:	/s/ Robert K. Reeves
	Name:	Robert K. Reeves
	Title:	Senior Vice President, Corporate Affairs &
		Law and Chief Governance Officer


	STOCKHOLDER



	By:	/s/ Brion G. Wise
	Name:	Brion G. Wise

SCHEDULE I

VOTING AGREEMENT

Name and Address of Stockholder	Number of Shares of Company Common Stock (Unrestricted)	Number of Shares of Company Common Stock (Restricted)(1)	Number of Options to Acquire Company Common Stock

Brion G. Wise	5,587,360	1,000	20,000	(2)

(1) All shares subject to vesting restrictions

(2) Includes options to purchase 8,000 shares of common stock that remain subject to vesting restrictions

If to Stockholder:

Brion G. Wise

774 Mays Blvd, #10-323

Incline Village, NV 89451

With a copy to:

Western Gas Resources, Inc.

1099 18^th Street, Suite 1200

Denver, CO 80202

Attention: John C. Walter, Esq.

Fax Number: (303) 457-8482

Phone Number: (303) 451-5603

Under the Securities Exchange Act of 1934 (Amendment No. 4)*

Under the Securities Exchange Act of 1934
(Amendment No. 4)*