EXHIBIT 10.2
PIONEER NATURAL RESOURCES COMPANY
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") is entered into, as of December 12,
2005, among Pioneer Natural Resources Company, a Delaware corporation
("Parent"), Pioneer Natural Resources USA, Inc., a Delaware corporation that is
a wholly-owned subsidiary of Parent ("Employer") and William Hannes
("Employee"). As used henceforth in this Agreement, the term "Company" shall be
deemed to include Parent and its direct or indirect majority-owned subsidiaries.
Recitals
Parent and Employer acknowledge that Employee possesses skills and
knowledge instrumental to the successful conduct of the Company's business.
Parent and Employer are willing to enter into this Agreement with Employee in
order to better ensure themselves of access to the continued services of
Employee.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows:
1. Term. The term of this Agreement shall commence on the date indicated
above (the "Effective Date") and end on September 30, 2007. Thereafter, on the
date on which the term of this Agreement (as it may be extended from time to
time under this paragraph 1) would otherwise expire, so long as Employee is
still an employee of the Company on such date, such term will be automatically
extended for 12 months, unless Parent shall have provided written notice to
Employee at least 6 months before the date that the term would otherwise expire
that it does not want the term to be extended. Parent may deliver a conditional
notice of non-renewal that will be effective only if Employee does not agree,
within the time period specified by Parent, to any amendment or modification of
this Agreement that Parent shall request be executed as a condition to allowing
the term hereof to be extended. Notwithstanding the foregoing, so long as
Employee is in the employ of the Company on the date on which a Potential Change
in Control occurs, the term of this Agreement shall continue in effect following
such Potential Change in Control until the date on which the term of any
separate agreement between Parent and Employer and Employee relating to the
provision of severance and other benefits after a Change in Control (the "Change
in Control Agreement") expires; provided, however, that upon the occurrence of
such a Change in Control, this Agreement shall terminate and such Change in
Control Agreement shall govern the rights of Employee to, or obligations of
Parent and Employer to provide, severance and other benefits to Employee.
2. Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:
(a) "Accrued Obligations" shall mean any vested amounts or benefits
owing to Employee under any of the Company's employee benefit plans and
programs in which Employee has participated, including any compensation
previously deferred by Employee (together with any accrued earnings
thereon) and not yet paid.
(b) "Across-the-Board Salary Reduction" shall mean a reduction in
Employee's Base Salary that is a part of, and is at a level consistent
with, a reduction in the base salaries paid to substantially all employees
of Company who are parties to an agreement with the Company that would
provide them with severance and other termination benefits in the event of
an involuntary termination of employment by the Company without cause prior
to the occurrence of a Change in Control.
(c) "Base Salary" shall mean Employee's annualized base salary at the
rate in effect at the relevant date or event as reflected in Employer's
regular payroll records.
(d) "Change in Control" shall mean an event that constitutes a "change
in control" as defined in Parent's Long-Term Incentive Plan (the "LTIP"),
as in effect on the Effective Date or as subsequently amended from time to
time (except that any amendment to such definition adopted (1) on or within
180 days prior to a Change in Control or Potential Change in Control or (2)
on or after a Potential Change in Control shall not be applied in
determining the definition of such term under this Agreement unless such
amendment is favorable to Employee).
(e) "Date of Termination" shall mean
(1) In the case of a termination for which a Notice of Termination
is required, the date of receipt of such Notice of Termination or, if
later, the date specified therein; and
(2) In all other cases, the actual date on which Employee's
employment terminates.
(f) "Disability" shall mean Employee's physical or mental impairment
or incapacity of sufficient severity such that
(1) In the opinion of a qualified physician selected by Parent,
after taking into account all reasonable accommodations that the
Company has made or could make, Employee is unable to continue to
perform Employee's duties and responsibilities as an employee of the
Company; or
(2) Employee's condition entitles Employee to long-term disability
benefits under any employee benefit plan maintained by the Company in
which Employee participates.
For purposes of subparagraph (f)(1), Employee agrees to provide such access
to Employee's medical records and to submit to such physical examinations
or medical tests as, in the opinion of the physician selected by Parent, is
reasonably necessary to make the determination required as to Employee's
ability to perform Employee's duties and responsibilities. If such
physician is unable to render an opinion as to Employee's ability to
perform such duties and responsibilities due to Employee's failure to
provide such access to any of Employee's medical records or to submit to
any such examination or test (unless, in the opinion of such physician such
failure is a direct result of Employee's physical or mental impairment),
any failure by Employee to perform Employee's duties and responsibilities
shall be deemed not to be on account of Employee's physical or mental
impairment or incapacity.
(g) "Earned Salary" shall mean the Base Salary earned by Employee, but
unpaid, through Employee's Date of Termination.
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(h) "Excessive Salary Reduction" shall mean
(1) A reduction in Employee's Base Salary that is not an Across-
the-Board Salary Reduction and that, when combined with the net effect
of all prior reductions in Employee's Base Salary (other than prior
reductions that were Across-the-Board Salary Reductions), results in
the Base Salary then payable to Employee being less than 80% of the
highest Base Salary which Employee has ever received from the Company
(as reflected in Employer's regular payroll records); or
(2) A reduction in Employee's Base Salary (whether or not an
Across-the-Board Salary Reduction) that, when combined with the net
effect of all prior reductions in Employee's Base Salary (whether or
not Across-the-Board Salary Reductions), results in the Base Salary
payable to Employee being less than 65% of the highest Base Salary
which Employee has ever received from the Company (as reflected in
Employer's regular payroll records).
(i) "Management Committee" shall mean the group of officers of Parent,
as the same may be constituted from time to time during the term of this
Agreement that is primarily responsible for establishing strategy, overall
policy and the business plan for Parent, and approving all material
business decisions affecting Parent.
(j) "Normal Retirement Date" shall mean the date on which Employee
attains age 60.
(k) "Notice of Termination" shall mean a written notice given by the
party effecting the termination of Employee's employment which shall
(1) Indicate the specific termination provision in this Agreement
relied upon;
(2) Set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Employee's employment
under the provision so indicated; and
(3) If the Date of Termination is other than the date of receipt
of such notice, specify the Date of Termination (which date shall be
not more than 30 days after the giving of such notice).
The failure by Employee or Parent or Employer to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of
Termination for Good Reason or Termination for Cause shall not waive any
right of such party hereunder or preclude such party from asserting such
fact or circumstance in enforcing such party's rights hereunder. In the
event that a Potential Change in Control has occurred, any Notice of
Termination by Parent or Employer intended to effect a Termination for
Cause must be given with 45 days of Parent or Employer's having actual
knowledge of the events giving rise to Termination for Cause.
(l) "Potential Change in Control" shall mean the occurrence of any of
the following events:
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(1) Any person or group shall have announced publicly an
intention to effect a Change in Control, or commenced any action (such
as the commencement of a tender offer for Parent's common stock or the
solicitation of proxies for the election of any of Parent's directors)
that, if successful, could reasonably be expected to result in the
occurrence of a Change in Control;
(2) Parent enters into an agreement the consummation of which
would constitute a Change in Control; or
(3) Any other event occurs which the Board of Directors of Parent
(the "Board") declares to be a Potential Change in Control.
(m) "Separation Payment" shall mean any lump sum payment in excess of
Earned Salary and Accrued Obligations payable to Employee under this
Agreement.
(n) "Termination for Cause" shall mean a termination of Employee's
employment by the Company following the occurrence of any of the following:
(1) Employee's continued failure to substantially perform
Employee's duties and responsibilities (other than any such failure
resulting from Employee's physical or mental impairment or
incapacity);
(2) Employee's engaging in fraud or other misconduct that is
injurious to the Company, monetarily or otherwise;
(3) Employee's engaging in insubordination;
(4) Employee's violation of, or failure to comply with, any
material written policy, guideline, rule or regulation of the Company;
(5) Employee's conviction of (or plea of guilty or nolo
contendere to a charge of) any felony, or any crime or misdemeanor
involving moral turpitude or financial misconduct;
(6) Employee's failure, following a written request from Parent,
reasonably to cooperate (including, without limitation, the refusal by
Employee to be interviewed or deposed, or to give testimony) in
connection with any investigation or proceeding, whether internal or
external (including, without limitation, by any governmental or quasi-
governmental agency) into the business practices or operations of the
Company; or
(7) A material violation by Employee of the provisions of
paragraphs 5 or 6 of this Agreement.
(o) "Termination for Good Reason" shall mean a termination of
Employee's employment by Employee within 30 days after
(1) the earlier of receipt by Employee of (i) written notice of
an Excessive Salary Reduction and (ii) Employee's first paycheck that
reflects an Excessive Salary Reduction; or
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(2) if Employee is an officer of Parent or Employer, the demotion
of Employee to either a non-officer position or an officer position
with such entity that is junior to the officer position held by
Employee immediately prior to such demotion, provided, however, that
if Employee is a member of the Management Committee at any time during
this Agreement, removal from, or exclusion from regular participation
as a member of, the Management Committee shall be deemed to be a
demotion to a junior officer position on the date Employee receives
written notice from the Company of such removal or exclusion or, if no
such notice is given, the date Employee has actual knowledge of such
removal or exclusion.
3. Termination of Employment, Relocation.
(a) Right to Terminate. Nothing in this Agreement shall be construed
in any way to limit the right of the Company to terminate Employee's
employment, with or without cause, or for Employee to terminate Employee's
employment with the Company, with or without reason; provided, however,
that the Company and Employee must nonetheless comply with any duty or
obligation such party has at law or under any agreement (including
paragraphs 5 and 6 of this Agreement) between the parties.
(b) Termination due to Death or Disability. Employee's employment with
the Company shall be terminated upon Employee's death. By written notice to
the other party, either the Company or Employee may terminate Employee's
employment due to Disability.
(c) Relocation. Nothing in this Agreement shall be construed in any
way to limit the right of the Company to require Employee to perform
Employee's services on behalf of the Company at a different location or
locations than the one at which Employee was performing Employee's services
immediately prior to the date hereof, or to require the Company to pay or
provide any benefits to Employee on account of such relocation, other than
to the extent benefits would be payable to Employee under the Company's
applicable relocation policy as in effect at the relevant time.
4. Amounts Payable Upon Termination of Employment. The following provisions
shall apply to any termination of Employee's employment:
(a) Death, Disability or Normal Retirement. In the event that
Employee's employment terminates due to Employee's death or Disability
(regardless of whether such Disability termination is initiated by Employee
or the Company), or due to the voluntary retirement by Employee (which is
not a Termination for Good Reason) at or after attaining Employee's Normal
Retirement Date, Parent or Employer shall pay Employee (or, if
applicable, Employee's beneficiaries or legal representative(s)):
(1) The Earned Salary, as soon as practicable (but not more than
10 days) following Employee's Date of Termination;
(2) The Accrued Obligations, in accordance with applicable law
and the provisions of any applicable plan, program, policy or
practice; and
(3) A Separation Payment in an amount equal to Employee's Base
Salary, which shall be paid, in all cases other than voluntary
retirement on or after Normal Retirement Date, within 10 days
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following Employee's Date of Termination, and, in the case of
voluntary retirement on or after Normal Retirement Date, 6 months and
1 day after Employee's Date of Termination.
(b) Cause and Voluntary Termination. If Employee's employment is
terminated by the Company in a Termination for Cause or voluntarily by
Employee (other than in a Termination for Good Reason or at or after Normal
Retirement Date), Parent or Employer shall pay Employee
(1) The Earned Salary, as soon as practicable (but not more than
10 days) following Employee's Date of Termination; and
(2) The Accrued Obligations, in accordance with applicable law
and the provisions of any applicable plan, program, policy or
practice.
(c) Termination for Good Reason or Not for Cause. If Employee
terminates Employee's employment in a Termination for Good Reason, or the
Company terminates Employee's employment for any reason other than those
described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or
shall provide to Employee the following benefits and compensation:
(1) The Earned Salary, as soon as practicable (but not more than
10 days) following Employee's Date of Termination;
(2) The Accrued Obligations, in accordance with applicable law
and the provisions of any applicable plan, program, policy or
practice;
(3) A Separation Payment, as soon as practicable (but not more
than 10 days) following the expiration of the revocation period stated
in the General Release Agreement described in subparagraph 4(d) below,
in an amount equal to the sum of
(i) The Employee's Base Salary;
(ii) The product of (A) the monthly amount that, on the Date
of Termination, Employee would be required to pay to continue
coverage under the Employer's group health plan(s) (as defined by
the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA") for Employee and Employee's eligible dependents, if
any, covered thereunder immediately prior to the Date of
Termination and (B) 18; provided, however, that if Employee is
covered under group health plan(s) not subject to COBRA, instead
of including this amount as part of the Separation Payment, the
Company shall either, at its election, provide Employee and
Employee's covered dependents continued coverage under such
medical plan, at its expense, for a number of months equal to the
number specified in this subparagraph (c)(3)(ii)(B) or include
in the Separation Payment an amount equal to the value of such
continued coverage. For the avoidance of doubt, such payment
shall not in any way alter, modify or affect Employee's right to
(and the conditions upon which, and the period during which,
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Employee may elect to) continue coverage for Employee and
Employee's eligible dependents under COBRA ; and
(iii) If the termination of employment is by the Company and if
the Date of Termination is less than 30 days after the date
Notice of Termination is given, an amount equal to 1/12 (one
twelfth) of Employee's Base Salary, which amount shall be paid in
cash on the Date of Termination; and
(4) Any additional rights that may be afforded to Employee in
accordance with the terms of the LTIP with respect to awards made to
Employee thereunder which are not vested as of such Date of
Termination.
(d) Separation Payment Contingent on Release. Any Separation Payment
payable to Employee under subparagraph 4(c) shall be subject to, and
contingent upon, Employee's execution and non-revocation of a General
Release Agreement in favor of the Company in substantially the form and
substance as the one attached hereto as Schedule A.
5. Nonpublic Information.
(a) Acknowledgement of Access. Employee hereby acknowledges that, in
connection with Employee's employment with the Company, Employee has
received, and will continue to receive, various information regarding the
Company and its business, operations and affairs. All such information, to
the extent not publicly available other than as a result of a disclosure by
Employee in violation of this Agreement, is referred to herein as the
"Nonpublic Information."
(b) Agreement to Keep Confidential. Employee hereby agrees that, from
and after the Effective Date and continuing until 3 years following the
Employee's Date of Termination, Employee will keep all Nonpublic
Information confidential and will not, without the prior written consent of
the Board or the President of Parent, disclose any Nonpublic Information in
any manner whatsoever or use any Nonpublic Information other than in
connection with the performance of Employee's services to the Company;
provided, however, that the provisions of this subparagraph shall not
prevent Employee from
(1) Disclosing any Nonpublic Information to any other employee of
the Company or to any representative or agent of the Company (such as
an independent accountant, engineer, attorney or financial advisor)
when such disclosure is reasonably necessary or appropriate (in
Employee's judgment) in connection with the performance by Employee of
Employee's duties and responsibilities;
(2) Disclosing any Nonpublic Information as required by applicable
law, rule, regulation or legal process (but only after compliance with
the provisions of subparagraph (c) of this paragraph); and
(3) Disclosing any information about this Agreement and Employee's
other compensation arrangement to Employee's spouse, financial advisors
or attorneys, or to enforce any of Employee's rights under this
Agreement.
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(c) Commitment to Seek Protective Order. If Employee is requested
pursuant to, or required by, applicable law, rule, regulation or legal
process to disclose any Nonpublic Information, Employee will notify Parent
promptly so that the Company may seek a protective order or other
appropriate remedy or, in Parent's sole discretion, waive compliance with
the terms of this subparagraph, and Employee will fully cooperate in any
attempt by the Company to obtain any such protective order or other
remedy. If no such protective order or other remedy is obtained, or if
Parent waives compliance with the terms of this subparagraph, Employee will
furnish or disclose only that portion of the Nonpublic Information as is
legally required and will exercise all reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the
Nonpublic Information that is so disclosed.
6. Non-Solicitation and Non-Interference.
(a) Non-Solicitation of Employees. During the period of Employee's
employment with the Company (the "Employment Period") and during the 2
year period following Employee's Date of Termination (the "Restriction
Period"), Employee shall not directly or indirectly induce any employee
of the Company to terminate employment with such entity, and shall not
directly or indirectly, either individually or as owner, agent,
employee, consultant or otherwise, employ or offer employment to any
person who is or was employed by the Company unless such person shall
have ceased to be employed by the Company for a period of at least 6
months.
(b) Non-Interference with Business Relationships. During the Employment
Period and the Restriction Period, Employee shall not directly or
indirectly take any actions which can reasonably be expected to, or are
intended to, disrupt or interfere with in any significant way any existing
relationship that the Company has with any third party.
(c) No Disparaging Comments. Except to the extent otherwise required or
compelled at law or under subpoena, during the Employment Period and
the Restriction Period, Employee shall refrain from making any public
derogatory or disparaging comment concerning the Company or any of the
current or former officers, directors or employees of the Company.
Notwithstanding the immediately preceding sentence, nothing herein
shall be construed to preclude Employee from enforcing any rights or
claims Employee may have against the Company (or to defend against any
claims by the Company) arising under this Agreement.
(d) Company Property. Promptly following Employee's Date of
Termination, Employee shall return to the Company all property of the
Company, and all copies thereof in Employee's possession or under
Employee's control.
7. Miscellaneous Provisions.
(a) No Mitigation, No Offset. Employee shall not be required to
mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise, and the amount of any payment
provided for in this Agreement shall not be reduced by any compensation
earned by Employee as the result of employment by another employer after
the Date of Termination or otherwise. Except as provided in subparagraph
4(d), Parent's or Employer's obligation to make the payments provided for
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in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any circumstances, including, without limitation, any
set-off, counterclaim, recoupment, defense or other right which the Company
may have against Employee or others whether by reason of the subsequent
employment of Employee or otherwise.
(b) Arbitration. Except to the extent provided in paragraph 7(d), any
dispute or controversy arising under or in connection with this Agreement
shall be resolved by binding arbitration. The arbitration shall be held in
Dallas, Texas and except to the extent inconsistent with this Agreement,
shall be conducted in accordance with the Expedited Employment Arbitration
Rules of the American Arbitration Association then in effect at the time
of the arbitration, and otherwise in accordance with principles which
would be applied by a court of law or equity. The arbitrator shall be
acceptable to both Parent and Employee. If the parties cannot agree on an
acceptable arbitrator, the dispute shall be heard by a panel of three
arbitrators, one appointed by each of the parties and the third appointed
by the other two arbitrators. The arbitrator may award pre-judgment
interest on any amount found to be due under this Agreement at a rate not
in excess of the rate that would be payable with respect to judgments
rendered in a Texas state court.
(c) Attorney Fees. All legal fees and other costs incurred by Employee
in connection with the resolution of any dispute or controversy under or in
connection with this Agreement shall be reimbursed by the Company to
Employee if such dispute or controversy is resolved in favor of Employee.
The Company shall be responsible for, and shall pay, all legal fees and
other costs incurred by the Company in connection with the resolution of
any dispute or controversy under or in connection with this Agreement,
regardless of whether such dispute or controversy is resolved in favor of
the Company or Employee.
(d) Equitable Relief Available. Employee acknowledges that remedies at
law may be inadequate to protect the Company against any actual or
threatened breach by Employee of the provisions of paragraphs 5 or 6.
Accordingly, without prejudice to any other rights or remedies otherwise
available to the Company, Employee agrees that the Company shall have the
right to equitable and injunctive relief (without requirement to post any
bond) to prevent any breach of the provisions of paragraphs 5 or 6 (without
any requirement to post any bond), as well as to such damages or other
relief as may be available to the Company by reason of any such breach that
does occur.
(e) Not A Contract of Employment. Employee acknowledges that that this
Agreement is not an "employment agreement" or "employment contract"
(written or otherwise), as either term is used or defined in, or
contemplated by or under
(1) Parent's LTIP;
(2) Any other plan or agreement to which the Company is a party; or
(3) Applicable statutory, common or case law.
(f) Notices. Any Notice of Termination or other communication called
for by the terms of this Agreement shall be in writing and either delivered
personally or by registered or certified mail (postage prepaid and return
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receipt requested) and shall be deemed given when received at the following
addresses (or at such other address for a party as shall be specified by
like notice):
(1) If to Parent, Employer or the Company, 5205 North O'Connor
Boulevard, Suite 900, Irving, Texas 75039, Attention: General Counsel;
(2) If to Employee, the address of Employee set forth below
Employee's signature on the signature page of this Agreement.
(g) Assignment. Employer may assign its duties and obligations
hereunder to any other direct or indirect, majority-owned subsidiary of
Parent, but shall remain secondarily liable for the performance of this
Agreement by Parent and/or any such assignee. Except pursuant to the
immediately preceding sentence or an assumption by a successor described in
subparagraph (h) of this paragraph, the rights and obligations of Parent
and Employer pursuant to this Agreement may not be assigned, in whole or in
part, by Parent or Employer to any other person or entity without the
express written consent of Employee. The rights and obligations of Employee
pursuant to this Agreement may not be assigned, in whole or in part, by
Employee to any other person or entity without the express written consent
of the Board.
(h) Successors. Parent shall require any successor (whether direct or
indirect) to all or substantially all of the business or assets of Parent
(whether by purchase of securities, merger, consolidation, sale of assets
or otherwise), to expressly assume and agree to perform the obligations to
be performed by the Company under this Agreement in the same manner and to
the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall be binding on, and shall
inure to the benefit of, Parent, Employer, the Company, Employee and their
respective successors, permitted assigns, personal and legal
representatives, executors, administrators, heirs, distributees, devisees
and legatees, as applicable.
(i) Amendments and Waivers. No provision of this Agreement may be
amended or otherwise modified, and no right of any party to this Agreement
may be waived, unless such amendment, modification or waiver is agreed to
in a written instrument signed by Employee and Company. No waiver by either
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by the other party hereto shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.
(j) Complete Agreement. This Agreement replaces and supersedes all
prior agreements, including, but not limited to, the Severance Agreement
between Parent and Employee, as in effect immediately prior to the date
hereof, among the parties with respect to payments to be made to Employee
upon the termination of Employee's employment prior to a Change in Control,
and the provisions of this Agreement constitute the complete understanding
and agreement among the parties with respect to such subject matter.
Nothing in this subparagraph (j) is intended to, or shall be construed to
(1) supercede the Change in Control Agreement or (2) limit Employee's
rights under the LTIP or any other Company plan, program, policy or
practice (other than any plan, program, policy or practice primarily
providing severance or other termination benefits) generally applicable to
similarly situated employees.
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(k) Governing Law. THIS AGREEMENT IS BEING MADE AND EXECUTED IN, AND IS
INTENDED TO BE PERFORMED IN, THE STATE OF TEXAS AND SHALL BE GOVERNED,
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS
OF THE STATE OF TEXAS.
(l) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of
which together will constitute one and the same agreement.
(m) Construction. The captions of the paragraphs, subparagraphs and
sections of this Agreement have been inserted as a matter of convenience of
reference only and shall not affect the meaning or construction of any of
the terms or provisions of this Agreement. Unless otherwise specified,
references in this Agreement to a "paragraph," "subparagraph," "section,"
"subsection" or "schedule" shall be considered to be references to the
appropriate paragraph, subparagraph, section, subsection or schedule,
respectively, of this Agreement. As used in this Agreement, the term
"including" shall mean "including, but not limited to."
(n) Validity and Severability. If any term or provision of this
Agreement is held to be illegal, invalid or unenforceable under the present
or future laws effective during the term of this Agreement, (1) such term
or provision shall be fully severable, (2) this Agreement shall be
construed and enforced as if such term or provision had never comprised a
part of this Agreement and (3) the remaining terms and provisions of this
Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable term or provision or by its
severance from this Agreement. Furthermore, in lieu of such illegal,
invalid or unenforceable term or provision, there shall be added
automatically as a part of this Agreement, a term or provision as similar
to such illegal, invalid or unenforceable term or provision as may be
possible and be legal, valid and enforceable.
(o) Survival. Notwithstanding anything else in this Agreement to the
contrary, paragraphs 5, 6 and 7, and, to the extent that any of Parent's
and Employer's obligations thereunder have not theretofore been satisfied,
paragraph 4 of this Agreement shall survive the termination hereof.
(p) Joint and Several Liability. Parent and Employer (or any assignee
of Employer pursuant to paragraph 7(g)) shall each be jointly and severally
liable to Employee hereunder with regard to any obligation imposed by the
terms hereof on Parent or Employer.
(SIGNATURE PAGE ATTACHED)
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In Witness Whereof, the parties have executed this Agreement to be
effective as of the Effective Date.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Mark S. Berg
--------------------------
Name: Mark S. Berg
Title: EVP & General Counsel
PIONEER NATURAL RESOURCES USA, INC.
By: /s/ Mark S. Berg
---------------------------
Name: Mark S. Berg
Title: EVP & General Counsel
EMPLOYEE:
/s/ William F. Hannes
---------------------------------
Address:
5205 North O'Connor Boulevard, Suite 900,
Irving, Texas 75039
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Schedule A
GENERAL RELEASE AGREEMENT
NOTICE: You should thoroughly review and understand the effect of this General
Release Agreement ("Release") before signing it, and you are advised to discuss
this document with your attorney. In accordance with the requirements of the
Older Workers Benefit Protection Act ("OWBPA"), you are allowed at least
[number] days from the date of your receipt of this document to consider the
offer made to you and to return an executed copy of this Release to the Vice
President Administration. Additionally, after you have executed this Release,
you have seven (7) days to reconsider and revoke your agreement.
GENERAL RELEASE: In consideration of my acceptance of the payments and benefits
offered to me under the Pioneer Natural Resources Company Severance Agreement
effective [date][, as amended,] (the "Agreement"), I hereby release and
discharge Pioneer Natural Resources Company (the "Company") and its subsidiaries
and affiliates, and the officers, directors, employees, agents, predecessors,
successors, and assigns of such entities (collectively the "Released Parties)
from any and all claims, liabilities, demands, and causes of action, known or
unknown, fixed or contingent, which I have or claim against any of them as a
result of my employment the termination of my employment or any other act or
omission relating to any matter arising on or before the date I sign this
Release, including but not limited to claims arising under federal, state, or
local laws prohibiting employment discrimination, including, but not limited to,
the Age Discrimination in Employment Act, and including, but not limited to,
claims arising out of any legal restrictions, contractual or otherwise, on the
Company's right to terminate the employment of its employees (any and all
"Potential Claims"), and I do hereby agree not to file a lawsuit, arbitral
proceeding or other legal action to assert such Potential Claims. I acknowledge
and agree that the Released Parties may recover from me any loss, including
attorney's fees and costs of defending against any such legal action, that they
may suffer arising out of my breach of this Release.
I understand that this Release is final and binding, and I agree not to
challenge its enforceability other than as permitted by applicable laws. If I do
challenge the enforceability of this Release other than with respect to claims
of age discrimination, I agree initially to tender to the Company an amount
equivalent to the payment and benefits I received pursuant to the Agreement, and
invite the Company to retain such amount and agree with me to cancel this
Release. In the event the Company accepts this offer, the Company shall retain
such amount and this Release will be void. In the event the Company does not
accept such offer, the Company shall so notify me, and shall place such amount
in an interest-bearing escrow account pending the resolution of any dispute as
to whether this Release shall be set aside and/or otherwise be rendered
unenforceable. If I am successful in challenging the enforceability of this
Release as to age discrimination claims, then, to the extent permitted by law,
any damages I may recover for those claims will be offset by any payments and
benefits made to me under the Agreement.
I acknowledge and agree that the Company has no legal obligation to provide the
payments and/or benefits offered to me under the Agreement, except in exchange
for this Release, and my acceptance of such payments and benefits constitutes my
agreement to all terms and conditions set forth in this Release.
I acknowledge and agree that, except to the extent otherwise provided in the
Agreement or prohibited by law (for example by the OWBPA with respect to claims
of age discrimination), this Release constitutes a waiver of any and all
Potential Claims that I have or may have against the Released Parties. I further
acknowledge and agree that this Release has no effect on any obligations I have
assumed under the Agreement with respect to confidentiality, non-solicitation,
non-interference and other such matters and that any such obligations shall
survive my execution of this Release in accordance with the terms of the
Agreement.
I acknowledge that I have [number] days to consider this Release before
executing it, although I may execute it any time during this [number] day period
(but not before my last day of employment), that I may revoke this Release
within 7 days after I execute it by written notice to the Company's Vice
President of Administration and that this Release will not become effective or
enforceable, and the payments and benefits offered under the Agreement will not
be made or provided, until expiration of this 7 day period without my
revocation.
I have carefully read and fully understand all of the provisions of this
Release. I further acknowledge that entering into this General Release Agreement
is knowing and voluntary on my part, that I have had a reasonable time to
deliberate regarding its terms, and that I have had the right to consult with an
attorney prior to executing this Release if I so desired.
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Date signed: Signature of [employee]
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Date signed: Witness