EXHIBIT 10.2
AWARD AGREEMENT
PIONEER NATURAL RESOURCES COMPANY
2006 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
TO BE USED IN CONNECTION WITH THE
ANNUAL EQUITY AWARD
((Date_of_Grant))
((First_Name)) ((Middle_Name)) ((Last_Name))((Suffix))
((Address_1))
((Address_2))
((City_State_Zip))
Dear ((Prefix)) ((Last_Name)):
1. Restricted Stock Unit
Pioneer Natural Resources Company, a Delaware corporation (the "Company"),
hereby grants to you an award (the "Award") to receive ((Annual_Equity_Shares))
Restricted Stock Units (the "Restricted Stock Units"), whereby each Restricted
Stock Unit represents the right to receive one share of common stock, par value
$0.01, of the Company (the "Stock"), plus an additional amount pursuant to
Section 3 of this Agreement, subject to certain restrictions and on the terms
and conditions contained in this Restricted Stock Unit Agreement (this
"Agreement"), your Election Form (if any), and the Company's 2006 Long-Term
Incentive Plan (the "Plan"). A copy of the Plan is available upon request.
Except as provided below, to the extent any provision of this Agreement
conflicts with the expressly applicable terms of the Plan, you acknowledge and
agree that those terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be deemed amended so as to carry
out the purpose and intent of the Plan. Terms that have their initial letters
capitalized, but that are not otherwise defined in this Agreement, shall have
the meanings given to them in the Plan as in effect as of the date of this
Agreement.
2. No Shareholder Rights
Except as provided in Section 3 of this Agreement, the Restricted Stock
Units granted pursuant to this Agreement do not and shall not entitle you to any
rights as a shareholder of Stock until such time as you receive shares of Stock
pursuant to this Agreement. Your rights with respect to the Restricted Stock
Units shall remain forfeitable at all times prior to the date on which rights
become vested and the restrictions with respect to the Restricted Stock Units
lapse in accordance with Sections 5, 6, 8 or 9 of this Agreement.
3. Dividend Equivalents
As long as you hold Restricted Stock Units granted pursuant to this
Agreement, the Company shall pay to you, on December 31 of each year, a cash
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payment equal to the cash dividends you would have received if you were the
beneficial owner, as of the dividend declaration date, of the number of shares
of Stock related to the portion of your Restricted Stock Units that have not
been settled as of the applicable dividend declaration date.
4. Conversion of Restricted Stock Units; Issuance of Stock; Payment of Stock
No shares of Stock shall be issued to you prior to the date on which the
Restricted Stock Units vest and the restrictions with respect to the Restricted
Stock Units lapse, in accordance with Sections 5, 6, 8 or 9 of this Agreement;
provided, however, that no Stock will be paid to you or your beneficiary prior
to the time or times specified in Section 5, 6, 8 or 9 of this Agreement, or, if
applicable, the time or times elected by you pursuant to your Election Form.
Neither this Section 4 nor any action taken pursuant to or in accordance with
this Section 4 shall be construed to create a trust of any kind. After any
Restricted Stock Units vest pursuant to Sections 5, 6, 8 or 9 of this Agreement,
the Company shall promptly cause to be issued Stock in book entry form
registered in your name in settlement of such vested Restricted Stock Units;
provided, however, that, if applicable, no Stock payable to you as a result of
the vesting of Restricted Stock Units pursuant to Section 5 or 9 of this
Agreement will be paid to you prior to the time elected by you pursuant to your
Election Form. The value of any fractional Restricted Stock Units shall be paid
in cash at the time Stock certificates are delivered to you in connection with
the Restricted Stock Units. The value of the fractional Restricted Stock Units
shall equal the percentage of a Restricted Stock Unit represented by a
fractional Restricted Stock Unit multiplied by the Fair Market Value of the
Stock.
5. Vesting
Subject to the terms and conditions of this Agreement, the Restricted Stock
Units granted herein will vest in full on the earlier of the first anniversary
of the date of grant or the day prior to the date of the next annual meeting of
stockholders, provided, however, that if you retire, resign or are removed prior
to the vesting of the Restricted Stock Units, your vested percentage will be 25%
for each quarterly meeting that occurred on or after the date of this Agreement
and prior to your retirement, resignation or removal. Upon the vesting date, the
forfeiture restrictions associated with the Restricted Stock Units shall lapse
provided you performed the necessary services for the Company, without
interruption, from the time of the date of this letter until the applicable
vesting date.
6. Early Vesting Upon a Change in Control
Notwithstanding the other vesting provisions contained in Section 5 of this
Agreement, but subject to the other terms and conditions set forth herein,
immediately prior to the occurrence of a Change in Control (as defined in the
Plan), all of the Restricted Stock Units shall become immediately and
unconditionally vested and the shares of Stock related to the Restricted Stock
Units shall be paid to you immediately prior to the occurrence of such Change in
Control. Notwithstanding anything provided in this Section 6 or the Plan to the
contrary, a Change in Control shall for all purposes be defined in a manner
consistent with Section 409A of the Code and if the definition of Change in
Control provided herein differs in any way from the definition of a change in
control provided under Section 409A of the Code and the regulations thereunder,
the officers of the Company shall have the unilateral right to take all
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commercially reasonable efforts exercised in good faith to revise the definition
of a Change in Control for purposes of this Agreement to conform in all material
respects to the definition of a change in control for purposes of Section 409A.
7. Forfeiture
Except as may be provided in this Agreement, if, prior to the vesting of
any Restricted Stock Units, you cease to be a director of the Company for any
reason, whether voluntarily or involuntarily, your rights to all of the unvested
Restricted Stock Units shall be immediately and irrevocably forfeited.
8. Death
Upon your death, notwithstanding anything provided in this Agreement to the
contrary, all of the Restricted Stock Units shall become immediately and
unconditionally vested, and the Stock payable with respect to the vested
Restricted Stock Units shall be immediately distributed to, as applicable, your
legal representatives, legatees or distributees.
9. Disability
If your service relationship with the Company is terminated by reason of
your Disability, as such term is defined in Section 409A of the Code and the
regulations thereunder, notwithstanding any provision of this Agreement or the
Plan to the contrary, all of the Restricted Stock Units shall become immediately
and unconditionally vested.
10. Restriction on Transfer
The Restricted Stock Units and any rights under this Agreement may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by
you other than by will or by the laws of descent and distribution, and any
purported sale, assignment, transfer, pledge, hypothecation, or other
disposition shall be void and unenforceable against the Company. Notwithstanding
the foregoing, you may in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise your rights to receive any property
distributable with respect to the Restricted Stock Units upon your death.
11. No Liability for Good Faith Determinations
The Company and the members of its Board of Directors shall not be liable
for any acts, omissions, or determinations taken or made in good faith with
respect to this Agreement or the shares of Stock distributable hereunder.
12. No Guarantees of Interest
The Company and Board of Directors of the Company do not guarantee the
Stock from loss or depreciation.
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13. Notices
Whenever any notice is required or permitted hereunder, such notice must be
in writing and personally delivered or sent by mail. Any such notice required or
permitted to be delivered hereunder shall be deemed to be delivered on the date
on which it is personally delivered or whether actually received or not on the
third business day, for which banking institutions in the state of Texas are
open, after it is deposited in the United States Mail, certified or registered,
postage prepaid, addressed to the person who is to receive it at the address
which such person has theretofore specified by written notice delivered in
accordance herewith. The Company or you may change at any time and from time to
time by written notice to the other, the address which it or he previously
specified for receiving notices. The Company and you agree that any notices
shall be given to the Company or to you at the following addresses:
Company: Pioneer Natural Resources Company
Attn: Corporate Secretary
5205 N. O'Connor Boulevard, Suite 200
Irving, Texas 75039-3746
Recipient: At your current address as shown in the
Company's records.
14. Agreement Respecting Taxes
If withholding of taxes is applicable with respect to your position with
the Company you agree that:
a. You will pay to the Company, or make arrangements satisfactory to the
Company regarding payment of any federal, state or local taxes of any kind
required by law to be withheld by the Company with respect to the Restricted
Stock Units including with the Company's approval the withholding of Stock that
is subject to this Agreement or by your transfer of other shares of Stock to the
Company; and
b. The Company shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to you any federal, state or
local taxes of any kind required by law to be withheld with respect to the
Restricted Stock Units.
15. Adjustment of Shares
The number of shares associated with the award of Restricted Stock Units
subject to this Agreement shall be adjusted in a manner consistent with the
adjustment provisions provided in Section 9(c)(ii) of the Plan.
16. Agreement Respecting Securities Act of 1933
You represent and agree that you will not sell the Stock that may be issued
to you pursuant to your Restricted Stock Units except pursuant to an effective
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registration statement under the Securities Act of 1933 or pursuant to an
exemption from registration under the Securities Act of 1933 (including Rule
144).
17. Payment Date
The payment date of the Stock related to your Restricted Stock Units will
be the date provided in Section 4 of this Agreement.
18. Interpretation
Notwithstanding anything to the contrary in this Agreement, any provision
of this Agreement that is inconsistent with the provisions of Sections 9(c), (e)
or (f) of the Plan shall control over such provisions of the Plan.
19. Amendment
This Agreement and the Election Form associated herewith may be amended at
any time unilaterally by the Company provided that such amendment is consistent
with all applicable laws including Section 409A of the Code and does not reduce
any rights or benefits you have accrued pursuant to this Agreement and/or the
Election Form. This Agreement, but not the Election Form, may be amended in any
manner consistent with all applicable laws including Section 409A of the Code by
a written consent executed by you and a duly authorized representative of the
Company.
If you accept this Restricted Stock Unit Agreement and agree to its terms
and conditions, please so confirm by signing and returning the duplicate of this
Agreement enclosed for that purpose.
Very truly yours,
PIONEER NATURAL RESOURCES COMPANY
By:
-----------------------------------------------
Name: Mark S. Berg
Title: EVP and General Counsel
Date: ((Date_of_Grant))
DIRECTOR
By:
-----------------------------------------------
Name: ((First_Name)) ((Middle_Name)) ((Last_Name))
((Suffix))
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Schedule I
1. The Company entered into an Award Agreement in the form of this Exhibit 10.2
with respect to an annual equity grant made to each of the Company's
non-employee directors, which grant related to the number of restricted stock
units (RSU's) set forth below opposite each such directors' name:
Name Number of RSU's
---- ---------------
James R. Baroffio 1,871
Edison C. Buchanan 1,871
R. Hartwell Gardner 1,871
Linda K. Lawson 1,871
Andrew D. Lundquist 1,871
Charles E. Ramsey 1,871
Frank A. Risch 1,871
Mark S. Sexton 1,871
Robert A. Solberg 1,871
Jim A. Watson 1,871
2. The Company also entered into an additional Award Agreement with respect to
an annual fee grant made to those of the Company's non-employee directors who
are named below, which grant related to the number of RSU's set forth opposite
each such directors' name:
Name Number of RSU's
---- ---------------
Edison C. Buchanan 1,461
R. Hartwell Gardner 1,754
Charles E. Ramsey 1,754
Robert A. Solberg 1,578
The Award Agreements evidencing these annual fee grants varied from this Exhibit
10.2 in the following respect: The first sentence of Section 5 of this Exhibit
10.2 was deleted and replaced in the Award Agreements relating to the annual fee
grants with the following sentence:
"Subject to the terms and conditions of this Agreement, the Restricted Stock
Units granted herein will vest in four equal amounts three months, six months,
nine months and one year from the date of grant or in full (if earlier) on the
day prior to the date of the next annual meeting of shareholders."
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