EXHIBIT 10.1
PIONEER NATURAL RESOURCES COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated Effective as of December 9, 2005)
PIONEER NATURAL RESOURCES COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated Effective as of December 9, 2005)
This Amended and Restated PIONEER NATURAL RESOURCES COMPANY EMPLOYEE STOCK
PURCHASE PLAN (this "Plan") is made and executed by Pioneer Natural Resources
Company, a Delaware Corporation (the "Company").
W I T N E S S E T H T H A T:
WHEREAS the Pioneer Natural Resources Company Employee Stock Purchase Plan
was Adopted by the Board of Directors of the Company (the "Board') and approved
by the stockholders of the Company on August 7, 1997; and
WHEREAS, the Company now desires to restate the Pioneer Natural Resources
Company Employee Stock Purchase Plan to incorporate prior amendments and make
certain other changes;
NOW, THEREFORE, in consideration of the premises and pursuant to the
authority reserved thereunder, the Pioneer Natural Resources Company Employee
Stock Purchase Plan is hereby amended by restatement in its entirety, effective
as of December 9, 2005, to read as follows:
1. Purpose. The purpose of the Plan is to provide eligible employees with
an incentive to advance the interests of the Company by affording an opportunity
to purchase stock of the Company at a favorable price.
2. Administration Of The Plan. The Plan shall be administered by a
committee of, and appointed by, the Board (the "Committee"). Subject to the
provisions of the Plan, the Committee shall interpret and construe the Plan and
all options granted under the Plan; shall make such rules as it deems necessary
for the proper administration of the Plan; shall make all other determinations
necessary or advisable for the administration of the Plan, including the
determination of eligibility to participate in the Plan and the amount of a
Participant's (as defined in subparagraph 6(b)) option under the Plan; and shall
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any option granted under the Plan in the manner and to the extent
that the Committee deems desirable to carry the Plan or any option into effect.
The Committee shall, in its sole discretion exercised in good faith, make such
decisions or determinations and take such actions as it deems appropriate; and
all such decisions, determinations and actions taken or made by the Committee
pursuant to this and the other paragraphs of the Plan shall be conclusive on all
parties. The Committee shall not be liable for any decision, determination or
action taken in good faith in connection with the administration of the Plan.
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3. Participating Companies. Each present and future parent or subsidiary
corporation of the Company (within the meaning of Sections 424(e) and (f) of the
Internal Revenue Code of 1986, as amended (the "Code")) that is eligible by law
to participate in the Plan shall be a "Participating Company" during the period
that such corporation is such a parent or subsidiary corporation; provided,
however, that the Committee may at any time and from time to time, in its sole
discretion, terminate a Participating Company's Plan participation; provided,
further however, that any foreign parent or subsidiary corporation of the
Company shall be eligible to participate in the Plan only upon approval of the
Board or the Committee. Any Participating Company may, by appropriate action of
its board of directors, terminate its participation in the Plan. Transfer of
employment among the Company and Participating Companies (and among any other
parent or subsidiary corporation of the Company) shall not be considered a
termination of employment hereunder.
4. Eligibility. All employees, other than officers, of the Company and
the Participating Companies who have been employed by the Company or any
Participating Company (including any predecessor company) for at least six (6)
months (including any authorized leave of absence meeting the requirements of
Treasury Regulation ss. 1.421 -7(h)(2)) as of the applicable date of grant
(defined below) and who are customarily employed at least 20 hours per week and
at least five (5) months per year shall be eligible to participate in the Plan;
provided, however, that no option shall be granted to an employee if such
employee, immediately after the option is granted, owns stock possessing five
percent or more of the total combined voting power or value of all classes of
stock of the Company or of its parent or subsidiary corporation (within the
meaning of Sections 423(b)(3) and 424(d) of the Code) ("Eligible Employee").
5. Stock Subject To the Plan. Subject to the provisions of paragraph 12
(relating to adjustment upon changes in stock), the aggregate number of shares
which may be sold pursuant to options granted under the Plan shall not exceed
750,000 shares of the authorized common stock, par value $.01 per share, of the
Company (the "Stock"), which shares may be unissued shares, reacquired shares,
or shares bought on the market for purposes of the Plan. Should any option
granted under the Plan expire or terminate prior to its exercise in full, the
shares theretofore subject to such option may again be subject to an option
granted under the Plan. Any shares which are not subject to outstanding options
upon the termination of the Plan shall cease to be subject to the Plan.
6. Grant of Options.
(a) General Statement; "Date of Grant;" "Option Period;" "Date Of
Exercise." Upon the effective date of the Plan and continuing while the
Plan remains in force, the Company shall offer options under the Plan to
all Eligible Employees to purchase shares of Stock. Except as otherwise
determined by the Committee, these options shall be granted on January 1,
1998, and, thereafter, on the first day of January of each subsequent year
(each of which dates is herein referred to as a "date of grant"). The term
of each option granted shall be for a period of eight (8) months beginning
on date of grant and ending on August 31 (each such 8-month period is
herein referred to as an "option period"). The last day of each option
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period is herein referred to as a "date of exercise." The number of shares
subject to each option shall be the quotient of the sum of the payroll
deductions withheld on behalf of each Participant in accordance with
subparagraph 6(b), the payments made by such Participant pursuant to
subparagraph 6(f) during the option period and any amount carried forward
from the preceding option period pursuant to subparagraph 7(a), divided by
the "option price" (defined in subparagraph 7(b) of the Stock, excluding
all fractions; provided, however, that the maximum number of shares that
may be subject to any option may not exceed one thousand (1000) (subject to
adjustment as provided in paragraph 12).
(b) Election to Participate; Payroll Deduction Authorization. Except
as provided in subparagraph 6(f), an Eligible Employee may participate in
the Plan only by means of payroll deduction. Except as provided in'
subparagraph 6(g), each Eligible Employee who elects to participate in the
Plan (each such participating Eligible Employee being a "Participant")
shall deliver to the Company, within the time period prescribed by the
Committee, a written payroll deduction authorization on a form prepared by
the Committee whereby he gives notice of his election to participate in the
Plan as of the next following date of grant, and whereby he designates an
integral percentage or specific amount of his "eligible compensation" (as
defined in subparagraph 6(d)) to be deducted from his compensation for each
pay period and credited to a book entry account established in his name.
The designated percentage or specific amount may not result in a deduction
during any payroll period of an amount less than $20.00. The designated
percentage or specific amount may not exceed either of the following: (i)
15% of the amount of eligible compensation from which the deduction is
made; or (ii) an amount which will result in noncompliance with the $25,000
limitation stated in subparagraph 6(e).
(c) Changes in Payroll Authorization. Except as provided in
subparagraph 8(a), the payroll deduction authorization referred to in
subparagraph 6(b) may not be changed during the option period.
(d) "Eligible Compensation" Defined. The term "eligible compensation"
means the gross (before taxes are withheld) total of all wages, salaries,
commissions and bonuses received during the option period, except that such
term shall include elective contributions made on an employee's behalf by
the Company or a Participating Company that are not includable in income
under Section 125 or Section 402(e)(3) of the Code. Notwithstanding the
foregoing, "eligible compensation" shall not include (i) employer
contributions to or payments from any deferred compensation program,
whether such program is qualified under Section 401(a) of the Code (other
than amounts considered as employer contributions under Section 402(e)(3)
of the Code) or nonqualified, (ii) amounts realized from the receipt or
exercise of a stock option that is not an incentive stock option within the
meaning of Section 422 of the Code, (iii) amounts realized at the time
property described in Section 83 of the Code is freely transferable or no
longer subject to a substantial risk of forfeiture, (iv) amounts realized
as a result of an election described in Section 83(b) of the Code, and (v)
any amount realized as a result of a disqualifying disposition within the
meaning of Section 421(a) of the Code.
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(e) $25,000 Limitation. No Eligible Employee shall be granted an
option under the Plan to the extent such grant would permit him to purchase
Stock under the Plan and under all other employee stock purchase plans of
the Company and its parent and subsidiary corporations (as such terms are
defined in Section 424(e) and (f) of the Code) to accrue at a rate which
exceeds $25,000 of the Fair Market Value of Stock (determined at the time
the option is granted) for each calendar year in which any such option
granted to such employee is outstanding at any time (within the meaning of
Section 423(b)(8) of the Code).
(f) Leaves of Absence. During a paid leave of absence approved by the
Company and meeting the requirements of Treasury Regulation ss.
1.421-7(h)(2), a Participant's elected payroll deductions shall continue.
If a Participant takes an unpaid leave of absence that is approved by the
Company or a Participating Company and meets the requirements of Treasury
Regulation ss. 1.421-7(h)(2), then such Participant may continue
participation in the Plan by cash payments to the Company on his normal pay
days equal to the reduction in his payroll deductions caused by his leave.
If a Participant on such leave fails to make such payments, or if a
Participant takes a leave of absence that is not described in the preceding
provisions of this subparagraph 6(f), then the Committee shall determine
whether the Participant shall be considered to have withdrawn from the Plan
pursuant to the provisions of paragraph 8 hereof or whether the
Participant's payroll deductions shall remain subject to the Plan and used
to exercise options on the next following date of exercise.
(g) Continuing Election. Unless a Participant is notified to the
contrary, a Participant (i) who has elected to participate in the Plan
pursuant to subparagraph 6(b) as of a date of grant and (ii) who takes no
action to change or revoke such election as of the next following date of
grant and/or as of any subsequent date of grant prior to any such
respective date of grant, shall be deemed to have made the same election,
including the same attendant payroll deduction authorization, for such next
following and/or subsequent date(s) of grant as was in effect for the date
of grant for which he made such election to participate. A Participant who
wants to discontinue participation in the Plan for a subsequent option
period shall deliver to the Company a notice of withdrawal pursuant to
paragraph 8, at least thirty (30) days prior to the beginning of the option
period.
7. Exercise of Options.
(a) General Statement. Each Eligible Employee who is a Participant in
the Plan, automatically and without any act on his part, shall be deemed to
have exercised his option on each date of exercise to the extent that the
cash balance then in his account under the Plan is sufficient to purchase
at the "option price" (as defined in subparagraph 7(b)) whole shares of
Stock. Any balance remaining in his account after payment of the purchase
price of those whole shares may, at the discretion of the Company, either
be refunded to him as soon as practicable after each date of exercise, or
carried forward and used towards the purchase of whole shares in the next
following option period.
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(b) "Option Price" Defined. The option price per share of Stock to be
paid by each Eligible Employee on each exercise of his option shall be an
amount equal to the lesser of 85% of the Fair Market Value of the Stock on
the date of exercise or on the date of grant. For all purposes under the
Plan, the "Fair Market Value" of a share of Stock means, for a particular
day:
(i) If shares of Stock of the same class are listed or admitted to
unlisted trading privileges on any national or regional securities
exchange at the date of determining the Fair Market Value, then the
last reported sale price, regular way, on the composite tape of that
exchange on that business day or, if no such sale takes place on that
business day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to unlisted trading privileges on that securities exchange
or, if no such closing prices are available for that day, the last
reported sale price, regular way, on the composite tape of that
exchange on the last business day before the date in question; or
(ii) If shares of Stock of the same class are not listed or
admitted to unlisted trading privileges as provided in subparagraph
(i) and if sales prices for shares of Stock of the same class in the
over-the-counter market are reported bythe National Association of
Securities Dealers, Inc. Automated Quotations, Inc. ("NASDAQ")
National Market System (or a similar system then in use) at the date
of determining the Fair Market Value, then the last reported sales
price so reported on that business day or, if no such sale takes place
on that business day, the average of the high bid and low asked prices
so reported or, if no such prices are available for that day, the last
reported sale price so reported on the last business day before the
date in question; or
(iii) If shares of Stock of the same class are not listed or
admitted to unlisted trading privileges as provided in subparagraph
(i) and sales prices for shares of Stock of the same class are not
reported by the NASDAQ National Market System (or a similar system
then in use) as provided in subparagraph (ii), and if bid and asked
prices for shares of Stock of the same class in the over-the-counter
market are reported by NASDAQ (or, if not so reported, by the National
Quotation Bureau Incorporated) at the date of determining the Fair
Market Value, then the average of the high bid and low asked prices on
that business day or, if no such prices are available for that day,
the average of the high bid and low asked prices on the last business
day before the date in question; or
(iv) If shares of Stock of the same class are not listed or
admitted to unlisted trading privileges as provided in subparagraph
(i) and sales prices or bid and asked prices therefor are not reported
by NASDAQ (or the National Quotation Bureau Incorporated) as provided
in subparagraph (ii) or subparagraph (iii) at the date of determining
the Fair Market Value, then the value determined in good faith by the
Committee, which determination shall be conclusive for all purposes;
or
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(v) If shares of Stock of the same class are listed or admitted to
unlisted trading privileges as provided in subparagraph (i) or sales
prices or bid and asked prices therefor are reported by NASDAQ (or the
National Quotation Bureau Incorporated) as provided in subparagraph
(ii) or subparagraph (iii) at the date of determining the Fair Market
Value, but the volume of trading is so low that the Board of Directors
determines in good faith that such prices are not indicative of the
fair value of the Stock, then the value determined in good faith by
the Committee, which determination shall be conclusive for all
purposes notwithstanding the provisions of subparagraphs (i), (ii) or
(iii).
(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).
8. Withdrawal from the Plan.
(a) General Statement. Any Participant may withdraw in whole from the
Plan at any time prior to 30 days before the exercise date relating to a
particular option period. Partial withdrawals shall not be permitted. A
Participant who wishes to withdraw from the Plan must timely deliver to the
Company a notice of withdrawal on a form prepared by the Committee. The
Company, promptly following the time when the notice of withdrawal is
delivered, shall refund to the Participant the amount of the cash balance
in his account under the Plan; and thereupon, automatically and without any
further act on his part, his payroll deduction authorization and his
interest in unexercised options under the Plan shall terminate.
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(b) Eligibility Following Withdrawal. A Participant who withdraws from
the Plan shall not be eligible to participate in the Plan during the then
current option period (if any), but shall be eligible to participate again
in the Plan in a subsequent option period (provided that he is otherwise an
Eligible Employee at such time).
9. Termination of Employment. If the employment of a Participant
terminates for any reason whatsoever, his participation in the Plan
automatically and without any act on his part shall terminate as of the date of
the termination of his employment. The Company shall refund to him the amount of
the cash balance in his account under the Plan, and thereupon his interest in
unexercised options under the Plan shall terminate.
10. Restriction Upon Assignment of Option. An option granted under the
Plan shall not be pledged, assigned or transferred otherwise than by will
or the laws of descent and distribution. Each option shall be exercisable, only
by the Participant to whom granted during such Participant's lifetime. The
Company shall not recognize and shall be under no duty to recognize any
assignment or purported assignment by a Participant of his option or of any
rights under his option, and any such attempt may be treated by the Company as
an election to withdraw from the Plan the notice for which has been delivered to
the Company.
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."
12. Adjustments Upon Changes in Stock.
(a) Adjustments Upon Changes in Capitalization. In the event of any
change in the number or kind of outstanding shares of Stock subject to
options hereunder effected without receipt of consideration therefor by the
Company, by reason of a stock dividend, stock split, combination, exchange
of shares or other recapitalization, merger, or otherwise, in which the
Company is the surviving corporation, an appropriate and proportionate
adjustment shall be made in the number or kind of shares as to which options
are or may be granted hereunder. A corresponding adjustment changing the
number or kind of shares allocated to unexercised options or portions
thereof, which shall have been granted prior to any such change, shall
likewise be made. Any such adjustment, however, in the outstanding options
shall be made without change in the total price applicable to the
unexercised portion of the option but with a corresponding adjustment, if
appropriate, in the price for each share of Stock covered by the option.
In the event of a dispute concerning such adjustment, the decision of the
Committee shall be conclusive. The number of shares subject to any option
granted hereunder shall be automatically reduced by any fraction included
therein which results from any adjustment made pursuant to this Section
12(a).
(b) Adjustments Upon Change of Control. Further, in the event of a
Change of Control (as defined below) of the Company, the Committee shall, at
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its option, (i) substitute for the shares of the Company subject to the
unexercised portions of such outstanding options an appropriate number of
shares of each class of stock or other securities of the reorganized or
merged or consolidated corporation which were distributed to the
stockholders of the Company with respect to the same class of shares of the
Company (or, as appropriate, in the case of an acquisition of the Company by
another corporation, substitute the shares of the acquiring corporation for
the shares of the Company); or (ii) cancel all such options as of the
effective date of any such transaction by giving notice to each holder
thereof or his personal representative of its intention to do so and by
permitting the holders thereof to exercise of all such outstanding options,
without regard to any other provisions of the Plan, during the 30-day period
immediately preceding such effective date; or (iii) allow the options
granted under the Plan to remain outstanding without any modifications or
amendments.
(c) Change of Control Defined. For purposes of subparagraph 12(b) of
the Plan, a "Change of Control" shall have occurred if (and only if) a
"Change in Control" occurs under the Company's Long-Term Incentive Plan
dated August 7, 1997, as amended, or under any successor plan to such
Long-Term Incentive Plan, as any such plan may from time to time be amended.
13. Use of Funds; No Interest Paid. All funds received or held by the
Company under the Plan shall be included in the general funds of the Company
free of any trust or other restriction, and may be used for any corporate
purpose. No interest shall be paid to any Participant or credited to his account
under the Plan.
14. Term of the Plan. The Plan shall be effective as of January 1, 1998.
If not sooner terminated under the provisions of paragraph 15, the Plan shall
terminate upon and no further options shall be granted after December 31, 2007.
15. Amendment or Termination of the Plan. The Board in its discretion may
terminate the Plan at any time with respect to any shares for which options have
not theretofore been granted. The Board shall have the right to alter or amend
the Plan or any part thereof from time to time; provided, that no change in any
option theretofore granted may be made which would impair the rights of the
Participant without the consent of such Participant; and provided, further, that
the Board may not make any alteration or amendment which would materially
increase the benefits accruing to Participants under the Plan, increase the
aggregate number of shares which may be issued pursuant to the provisions of the
Plan (other than as a result of the anti-dilution provisions of the Plan),
change the class of individuals eligible to receive options under the Plan,
extend the term of the Plan, cause options issued under the Plan to fail to meet
the requirements for employee stock purchase plans as defined in Section 423 of
the Code, or otherwise modify the requirements as to eligibility for
participation in the Plan without the approval of the stockholders of the
Company.
16. Securities Laws. The Company shall not be obligated to issue any Stock
pursuant to any option granted under the Plan at any time when the shares
covered by such option have not been registered under the Securities Act of
1933, as amended, and such other state and federal laws, rules or regulations as
the Company or the Committee deems applicable and, in the opinion of legal
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counsel for the Company, there is no exemption from the registration
requirements of such laws, rules or regulations available for the issuance and
sale of such shares. Further, all Stock acquired pursuant to the Plan shall be
subject to the Company's policy or policies, if any, concerning compliance with
securities laws and regulations, as the same may be amended from time to time.
17. No Restriction on Corporate Action. Nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary from taking any
corporate action which is deemed by the Company or such subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any award made under the Plan. No employee,
beneficiary or other person shall have any claim against the Company or any
subsidiary as a result of any such action.
EXECUTED this 9th day of December, 2005.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Mark Berg
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Mark Berg
Executive Vice President and General Counsel
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