EXHIBIT 10.12
AMENDMENT NO. 3
TO THE
PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN
------------------------------------------------------------
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 January 1, 2002, Section 1.1(kk) of the Plan is hereby
amended by restatement in its entirety to read as follows:
(kk) "Pre-Tax 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) Pre-Tax Contributions, Pre-Tax Bonus
Contributions and Catch-Up Contributions made by an Employer on behalf of
such Participant and (ii) any amounts credited to his or her Employee
Pre-Tax Contribution Account under the Superseded Plan as in effect on
September 30, 1997.
SECOND: Effective January 1, 2003, Section 3.1(e) of the Plan is hereby
amended by restating the last sentence thereof in its entirety to read as
follows:
If any portion of a Pre-Tax Contribution or Pre-Tax Bonus Contribution is
distributed or recharacterized pursuant to this subsection, any portion of
a Matching Contribution (along with any income allocable thereto) made to
this Plan for such Participant that matches the distributed or
recharacterized Pre-Tax Contribution or Pre-Tax Bonus Contribution shall be
forfeited.
THIRD: Effective January 1, 2003, Section 3.2 of the Plan is hereby amended
by restatement in its entirety to read as follows:
Section 3.2 Matching Contributions.
(a) For each pay period an Employer shall make to the Plan for each
Participant in its employ a Matching Contribution equal to 200 percent of
the Pre-Tax Contributions made by the Employer on such Participant's behalf
during such pay period which are not in excess of five percent of such
Participant's Basic Compensation for such pay period.
(b) As of the end of each Plan Year, an Employer shall make to the
Plan for each Participant in its employ on the last day of such Plan Year
an additional Matching Contribution equal to A minus B, where A is equal to
200 percent multiplied by the lesser of (i) the Participant's Total Pre-Tax
Contributions for the Plan Year or (ii) five percent of the Participant's
Basic Compensation for the Plan Year, and B is equal to the total amount of
Matching Contributions made for the Participant for the Plan Year pursuant
to Section 3.2(a).
(c) The Committee shall establish and maintain an Employer Account
for each Participant. All Matching Contributions made for a Participant
pursuant to this Section shall be credited to such Participant's Employer
Account.
FOURTH: Effective January 1, 2002, Section 3.3 of the Plan is hereby
amended to add the following new sentence to the end thereof:
All Catch-Up Contributions made by an Employer on behalf of a Participant
pursuant to this Section 3.1 shall be credited to such Participant's
Pre-Tax Account.
FIFTH: Effective January 1, 2003, Section 3.5 of the Plan is hereby amended
by restatement in its entirety to read as follows:
Section 3.5 Payment of Contributions. Pre-Tax Contributions, Catch-
Up Contributions and After-Tax Contributions made to the Plan by an
Employer for or on behalf of Participants for a pay period shall be paid to
the Trustee in cash as soon as practicable after such pay period ends, but
no later than the 15th business day after the end of the month in which
such pay period ends. Pre-Tax Bonus Contributions made to the Plan on
behalf of Participants shall be paid to the Trustee in cash as soon as
practicable after the bonus payment is made, but no later than the 15th day
of the month after the end of the month in which such bonus payment is
made. Matching Contributions made to the Plan for a pay period pursuant to
Section 3.2(a) shall be paid to the Trustee as soon as practicable, but no
later than 30 days after the end of the month in which such pay period
ends. Matching Contributions made to the Plan for a Plan Year pursuant to
Section 3.2(b) shall be paid to the Trustee no later than the time
prescribed by law, including extensions thereof, for the filing of such
Employer's federal income tax return for such year.
SIXTH: Effective January 1, 2003, the last sentence of Section 3.7(b) is
hereby amended by restatement in its entirety to read as follows:
If any portion of a Pre-Tax Contribution or Pre-Tax Bonus Contribution made
by an Employer on behalf of a Participant is distributed to such
Participant or is treated as a Catch-Up Contribution pursuant to the
foregoing provisions of this subsection (b), any portion of a Matching
Contribution (along with any income allocable thereto) made for such
2
Participant that matches the distributed Pre-Tax Contribution or Pre-Tax
Bonus Contribution or recharacterized Catch-Up Contribution shall be
forfeited.
SEVENTH: Effective July 30, 2002, Section 6.9 of the Plan is hereby amended
to add a new subsection to the end thereof to read as follows:
(d) Plan loans to directors and executive officers of an Employer
may be denied in the event that the Committee determines that loans may
not be made to such persons under the Sarbanes-Oxley Act of 2002 or
other federal law.
EIGHTH: Effective January 1, 2003, Section 10.3 of the Plan is hereby
amended by restating the last three sentences thereof in their entirety to read
as follows:
Any Matching Contributions corresponding to any distributed Pre-Tax
Contributions and Pre-Tax Bonus Contributions shall be credited to a
suspense account and thereafter reallocated (prior to the allocation of
subsequent forfeitures and the making of any additional contributions to
the Plan) to reduce the earliest subsequent Matching Contributions an
Employer would otherwise be required to make to the Plan pursuant to
Section 3.2 for such year and the next succeeding Plan Year. No adjustment
shall be made to such suspense account to reflect income, profits and
losses, expenses or other transactions affecting the Plan. Any Pre-Tax
Contributions or Pre-Tax Bonus Contributions distributed to a Participant
pursuant to this Section shall not be taken into account in determining
such Participant's actual deferral percentage for purposes of Section 3.7.
IN WITNESS WHEREOF, this Amendment has been executed on this 16th day of
June, 2003.
PIONEER NATURAL RESOURCES USA, INC.
By /s/ Larry Paulsen
--------------------------------
Larry Paulsen, Vice President
3