EXHIBIT 10.15G
AMENDMENT NO. 1 TO THE
PIONEER NATURAL RESOURCES COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
(Amended and Restated Effective as of August 1, 2002)
Pursuant to the provisions of Section 12.4 thereof, the Pioneer Natural
Resources Company Executive Deferred Compensation Plan (Amended and Restated
Effective as of August 1, 2002) (the "Plan") is hereby amended by adding the
following to the end of Article III:
3.4 Qualified Military Leave Make-Up Deferrals and Related Make-Up
Matching Credits for Service Members
(a) If a Member experiences periods of absence from his or her or
employment with the Company necessitated by reason of service in
the uniformed services within the meaning of the Uniformed Services
Employment and Reemployment Rights Act of 1994, as amended
("USERRA") (a "Service Member") and the Service Member returns to
active employment with the Company while he or she has rights to
reemployment under USERRA, then after his or her return to
employment with the Company such Service Member will be permitted
to make a make-up deferral to the Plan from his or her base salary
or bonus in an amount up to (i) the amount the Service Member would
have been permitted to defer under Section 3.1(a)(1) of the Plan
during the Service Member's periods of absence for uniformed
service minus (ii) any Member Deferrals made to the Plan on behalf
of the Service Member under Section 3.1(a)(1) during such periods
of absence (the "Make-Up Deferral"). The Make-Up Deferral shall be
in addition to the deferral permitted under Section 3.1(a) for the
Plan Year(s) during which the Make-Up Deferral election is
effective and shall not be eligible for a Matching Credit under
Section 3.2. The Service Member shall be eligible to have such
Make-Up Deferrals made to the Plan on his or her behalf for a
period of time (the "Make-Up Period") equal to the lesser of (i) 3
multiplied by his or her immediate past period of uniformed service
or (ii) 5 years. The Make-Up Deferrals may be made beginning on
the first day of the Plan Year following the Service Member's date
of active reemployment with the Company and continuing for the
Make-Up Period. Prior to the first day of each Plan Year during
the Make-Up Period, the Service Member must irrevocably elect to
defer from his or her base salary or bonus as a Make-Up Deferral a
percentage or dollar amount of his or her base salary or bonus
earned in the next Plan Year. If the Service Member elects to
defer a dollar amount of his or her base salary for a Plan Year,
the Make-Up Deferrals shall be deferred in substantially equal
installments over the number of payroll periods during the Plan
Year following the Service Member's election. If the Service Member
elects to defer an amount of his or her bonus, the amount will be
deferred from the Service Member's bonus earned in the next Plan
Year and payable in the Plan Year after the next Plan Year. Any
Make-Up Deferrals elected by the Service Member shall be credited
to his or her General Account as of a date determined in accordance
with procedures established from time to time by the Plan
Administrator; provided, however, that such Make-Up Deferrals shall
be credited to the Service Member's General Account no later than
30 days after the date upon which the Pay deferred would have been
received by the Service Member in cash if he or she had not elected
to defer such amount pursuant to this Section.
(b) The Company shall defer on the Service Member's behalf as a make-up
matching credit (the "Make-Up Matching Credit") an amount which
equals 100% of the Service Member's Make-Up Deferrals made pursuant
to subsection (a) during such payroll period; provided, however,
that in no event shall the Service Member's Make-Up Matching
Credits exceed (i) 8% (10% for officers of the Company) of the
Service Member's base salary during his or her periods of absence
for uniformed service minus (ii) any Matching Credits made to the
Plan on behalf of the Service Member under Section 3.2(a) during
the Service Member's periods of absence for uniformed service.
Make-Up Matching Credits made on the Service Member's behalf shall
be credited to his or her Matching Account in accordance with the
procedures established from time by time by the Plan Administrator.
(c) Any amount deferred under this Section 3.4 shall relate to the Plan
Year in which the amount is credited to the Service Member's
Account and shall not be considered to be a deferral for an earlier
Plan Year in which the period of absence for uniformed service
occurred. Except as otherwise provided in this Section, all
provisions of the Plan applicable to Member Deferrals and Matching
Credits shall apply with full force and effect to Make-Up Deferrals
and Make-Up Matching Credits, respectively, including, but not
limited to, provisions governing the time and form of payment
elections.
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IN WITNESS WHEREOF, this Amendment has been executed this 20th day of
December, 2006, to be effective as of January 1, 2007.
PIONEER NATURAL RESOURCES COMPANY
By /s/ Mark H. Kleinman
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Mark H. Kleinman, Vice President
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