EXHIBIT 10.21
April 8, 2005
Mr. Mark S. Berg
Re: Offer of Employment
Dear Mark:
It is my pleasure to memorialize the terms of our offer for the position of
EVP, General Counsel and Secretary in the Legal Department at Pioneer Natural
Resources USA, Inc.
This position will report to Scott Sheffield, Chairman & CEO and will
include an initial base salary of $27,500.00 per month and an initial annual
target bonus of 65 percent based on your individual performance, the Company
meeting prescribed goals annually and approval by the Company's Board of
Directors. In addition, you will be eligible for restricted shares equivalent to
a value of $550,000. The bonus and restricted stock award will be based upon a
full year and will not be prorated. You will receive 4 weeks vacation annually.
The attached "Compensation/Benefits Package" covers the features of these
programs in more detail and is considered a part of our employment offer.
As a regular employee of Pioneer Natural Resources, you will be eligible
for participation in the Company's group insurance and other employee benefit
programs. As stated in the Company's Employee Handbook, the Company reserves the
right to amend, modify, or discontinue specific employee benefits and personnel
policies at any time, and your rights and benefits will be governed by the
policies as they exist from time to time.
In accepting this offer of employment, you will be accepting responsibility
for protecting information proprietary to Pioneer Natural Resources and its
affiliated entities and to use such information exclusively for Company
purposes, and during your employment, you agree to forego any and all gainful
employment which would in any way adversely impinge upon the business interest
of Pioneer Natural Resources or your ability to perform your job.
Your acceptance of this offer places you in the Company's regular
employment status with the presumption that you will remain a Pioneer employee
for an indefinite period. It must, however, be understood that you will be on an
"employment at will" status, meaning that your employment by Pioneer may be
terminated at any time by either you or the Company for no reason or any reason
not prohibited by law.
Offer of Employment April 8, 2005
Page 2
Please execute in the space below to indicate your agreement and acceptance
of the terms of the offer outlined in this letter.
Sincerely,
/s/ Scott D. Sheffield
-------------------------
Scott Sheffield
Chairman & CEO
Accepted:
/s/ Mark S. Berg
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Mr. Mark S. Berg
COMPENSATION/BENEFITS PACKAGE
Mr. Mark S. Berg
Title: EVP, General Counsel and Secretary
Base Salary: $330,000 per year
Annual Bonus: Initial target bonus of 65 percent of base salary.
Long-term Incentive: Eligible for Annual Restricted Stock subject to
Board approval, individual performance and share
availability. Your Executive Officer position is
currently eligible for Restricted Stock with a
value of approximately $550,000 and subject to 3
year cliff vesting period. You will receive a full
annual award for 2005 of 16,000 shares.
Retirement Plan: 401(k) Plan - Employee may defer up to 30% pre-tax
and up to 20% post-tax. Company match is $2 for $1
- up to 5% of base salary.
Non-Qualified Deferred
Compensation Plan: Retirement plan on a pre-tax basis allowing
deferral of up to 25 percent of annual salary and
100% of bonus each year. The Company provides a
matching contribution of up to 10% of base salary.
Club Membership: Eligible for fees related to initiation, dues and
membership.
Vacation: 4 weeks annually
Health Insurance: Medical/Dental/Prescription coverage - Employee
pays $22 per month for employee coverage and the
employee pays portion of dependent cost.
Life Insurance: Company pays for 2x base salary life insurance and
2x base salary AD&D insurance. Company also
provides business travel life insurance.
Long Term Disability: Company pays premium for disability insurance that
provides 60% income replacement.
Holidays: Nine (9) scheduled holidays plus one floating
holiday.
Additional Company Paid
Benefits: Short-term Disability, Sick Leave, Tuition
Reimbursement
Relocation Package: Per Company policy (existing employee policy). You
will not be required to reimburse relocation
benefits under the policy as a result of
termination of your employment where you would be
entitled to severance payments from the Company.
Change In Control and
Severance Agreement: 2.99 X base salary and bonus in the event of CIC
followed by termination within one year of CIC.
Form of agreement is being reviewed by Board for
approval, but you will be entitled to the same form
of CIC and severance agreement as other similarly
situated executive officers serving on the
Management Committee.