EXHIBIT 10.14
AMENDMENT NO. 5
TO THE
PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN
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Pursuant to the provisions of Section 8.1 thereof, the Pioneer Natural
Resources USA, Inc. 401(k) and Matching Plan (the "Plan") is hereby amended in
the following respects only:
FIRST: Effective September 28, 2004, Section 1.1(ee) of the Plan is hereby
amended to add the following provision to the end of the first paragraph
thereof:
Solely for the purpose of determining the Period of Service completed by a
Covered Employee who was in the employ of Evergreen Resources, Inc. (or a
subsidiary thereof) on September 27, 2004, and who becomes an employee of
an Employer on September 28, 2004 and a Participant in this Plan on October
1, 2004, service with Evergreen Resources, Inc. or a subsidiary thereof (or
a predecessor of any such entity) prior to September 28, 2004, that is
taken into account for purposes of determining such Employee's service for
vesting purposes under the Evergreen Resources, Inc. 401(k) Profit Sharing
Plan shall be considered to be service with an Employer.
SECOND: Effective October 1, 2004, Sections 1.1(tt) and (uu) of the Plan
are hereby amended by restatement in their entirety to read as follows:
(tt) "Rollover Account" means the account established and maintained under
this Plan by the Committee to record a Participant's interest under
this Plan attributable to (i) Rollover Contributions made by such
Participant to this Plan pursuant to Section 3.9, (ii) any amounts
credited to his or her Rollover Contribution Account under the
Superseded Plan as in effect on September 30, 1997, and (iii) any
amounts credited to his or her Rollover Account under the Mesa
Profit-Sharing Plan as in effect on September 30, 1997.
(uu) "Rollover Contribution" means a contribution made to this Plan
pursuant to Section 3.9.
THIRD: Effective October 1, 2004, Section 3.9 of the Plan is hereby amended
by restatement in its entirety to read as follows:
Section 3.9 Rollover Contributions. With the consent of and subject
to such reasonable limitations as may be imposed by the Committee or its
delegate, a Covered Employee may make a Rollover Contribution to the Plan
as follows:
(a) a direct rollover of an eligible rollover distribution
from: (i) a qualified plan described in section 401(a) or 403(a) of
the Code, including after tax employee contributions, (ii) an annuity
contract described in section 403(b) of the Code, excluding after tax
employee contributions, or (iii) an eligible plan under section
457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state
or political subdivision of a state; or
(b) a contribution by the Covered Employee of an eligible
rollover distribution from: (i) a qualified plan described in section
401(a) or 403(a) of the Code, (ii) an annuity contract described in
section 403(b) of the Code, or (iii) an eligible plan under section
457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state
or political subdivision of a state; or
(c) a contribution by the Covered Employee of the portion of
a distribution from an individual retirement account or annuity
described in section 408(a) or 408(b) of the Code that is eligible to
be rolled over and would otherwise be includible in gross income of
the Covered Employee.
Each Rollover Contribution shall be credited to a separate Rollover Account
to be established and maintained for the benefit of the contributing
Covered Employee. A Covered Employee who is not a Participant, but for whom
a Rollover Account is being maintained, shall be accorded all of the rights
and privileges of a Participant under the Plan except that no contributions
shall be made to the Plan by or for such Employee until he or she meets the
eligibility and participation requirements of Article II.
IN WITNESS WHEREOF, this Amendment has been executed on this 28th day of
September 2004.
PIONEER NATURAL RESOURCES USA, INC.
By /s/ Larry Paulsen
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Larry Paulsen, Vice President
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