EXHIBIT 10.8
Amendment No. 3
to
PIONEER NATURAL RESOURCES COMPANY
EMPLOYEE STOCK PURCHASE PLAN
AMENDMENT NO. 3 (this "Amendment") to that certain Employee Stock Purchase
Plan (the "Plan") of Pioneer Natural Resources Company (the "Company") executed
August 7, 1997.
RECITALS
WHEREAS, the Company has adopted the Plan; and
WHEREAS, the Board of Directors of the Company, acting through the
Compensation Committee of the Board of Directors of the Company (which
administers the Plan), has authorized amendments to the Plan, which amendments
are memorialized below in this Amendment.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Amendment of Subparagraph 7(c). Subparagraph 7(c) of the Plan is
hereby amended in its entirety to read as follows:
"(c) Delivery of Stock. As soon as practicable after each date of
exercise, the Company shall deposit into each Participant's brokerage
account maintained for the purposes of holding Stock under this Plan and
other employee benefit plans of the Company, the number of whole shares of
Stock purchased by such Participant upon exercise of his or her options
granted hereunder. Except as provided in the immediately following
sentence, shares of Stock purchased upon exercise of options granted
hereunder shall be uncertificated and evidenced by book entry into the
brokerage accounts described above. Upon written request made by any
Participant to the Company, the Company shall arrange, as soon as
practicable after receipt of any such request, to deliver to such
Participant a certificate representing any or all such uncertificated
shares of Stock. In the event the Company is required to obtain from any
commission or agency authority to issue any shares of Stock hereunder, the
Company shall seek to obtain such authority. Inability of the Company to
obtain from any such commission or agency authority which counsel for the
Company deems necessary for the lawful issuance of any shares of Stock
shall relieve the Company from liability to any Participant in the Plan
except to return to the Participant the amount of the balance in the
Participant's account. The Company may cause any Stock certificates issued
in connection with the exercise of options under the Plan to bear such
legend or legends, and the Company may take such other actions, as it deems
appropriate in order to reflect the provisions of this subparagraph 7(c)
and to assure compliance with applicable securities laws. Neither the
Company nor the Committee shall have any liability with respect to a delay
in the delivery of Stock or a certificate pursuant to this subparagraph
7(c)."
2. Amendment of Paragraph 11. Paragraph 11 of the Plan is hereby
amended in its entirety to read as follows:
"11. No Rights of Stockholder Until Stock Issued. With respect to
shares of Stock subject to an option, a Participant shall not be
deemed to be a stockholder, and he shall not have any of the rights or
privileges of a stockholder, until, (a) shares of Stock are deposited
into his brokerage account, as described in subparagraph 7(c) hereof,
or (b) a certificate for shares of Stock is issued on his behalf,
whichever occurs first."
3. Confirmation of the Plan. Except as to the extent modified by this
Amendment, the Plan is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer as of this 21st day of August 2000.
PIONEER NATURAL RESOURCES COMPANY
By: /s/Mark L. Withrow
------------------------------------------------
Name: Mark L. Withrow
Title: Executive Vice President & General Counsel