EXHIBIT 10.1
RESTRICTED STOCK AWARD AGREEMENT
PIONEER NATURAL RESOURCES COMPANY
2006 LONG TERM INCENTIVE PLAN
(INSERT DATE OF GRANT)
To: _______________________________
Pioneer Natural Resources Company, a Delaware corporation (the "Company"),
is pleased to grant you an award (the "Award") to receive an aggregate of
__________ shares (the "Restricted Shares") of common stock, par value $0.01, of
the Company (the "Stock"). This award is subject to your acceptance of and
agreement to all the applicable terms, conditions and restrictions described in
this Restricted Stock Award Agreement (the "Agreement") and the Pioneer Natural
Resources Company 2006 Long Term Incentive Plan (the "Plan"). A copy of the Plan
is available upon request. Except as provided below, to the extent that 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 in effect as of the
date of this Agreement.
This Agreement sets forth the terms of the agreement between you and the
Company with respect to the Restricted Shares. By accepting this Agreement, you
agree to be bound by all of the terms hereof.
1. Escrow of Restricted Shares. The Company shall, at its sole election,
either issue in your name a certificate for the Restricted Shares and retain
that certificate for the period during which the restrictions described in
Section 3 are in effect, or issue the Restricted Shares in your name
electronically and control the Restricted Shares electronically during the
period of restriction. You shall, if requested, execute and deliver to the
Company a stock power in blank for the Restricted Shares and deliver such stock
power to the Company. You hereby agree that the Company shall hold the
certificate for, or control electronically, the Restricted Shares and the
related stock power pursuant to the terms of this Agreement until such time as
the restrictions described in Section 3 lapse as described in Sections 4, 5 and
6, or the Restricted Shares are canceled pursuant to the terms of Section 3.
2. Ownership of Restricted Shares. From and after the time that a
certificate (electronic or otherwise) has been issued in your name, you are
entitled to all the rights of absolute ownership of the Restricted Shares,
including the right to vote those shares and to receive dividends thereon if, as
and when declared by the Board subject, however, to the terms, conditions and
restrictions described in the Plan and in this Agreement.
3. Restrictions. The Restricted Shares are restricted in that they may
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of until such restrictions are removed or expire as described in Section 4, 5 or
6 of this Agreement. The Restricted Shares are also restricted in the sense that
they may be forfeited to the Company. You hereby agree that if the Restricted
Shares are forfeited as provided in Section 6, you shall forfeit the Restricted
Shares to the Company and all your rights thereto shall terminate without any
payment of consideration by the Company. You hereby acknowledge that if issued,
the certificate for the Restricted Shares, at the Company's sole discretion, may
bear a legend noted conspicuously thereon referring to the terms, conditions,
and restrictions described in the Plan and in this Agreement. Any attempt to
dispose of any Restricted Shares in contravention of the terms, conditions and
restrictions described in the Plan or in this Agreement shall be ineffective.
4. Expiration of Restrictions and Risk of Forfeiture. Subject to the terms
and conditions of this Agreement, the restrictions described in Section 3 shall
lapse in full on the third anniversary of the date of this Agreement (the
"Vesting Date"); provided, however, that such restrictions will expire on the
Vesting Date only if you have been an employee of the Company or of a Subsidiary
continuously from the date of this Agreement through the Vesting Date; provided,
further, however, that if you cease to be an employee of the Company or of a
Subsidiary for any reason after the Vesting Date, all Restricted Shares granted
pursuant to this Agreement will survive the termination of employment.
5. Change in Control of the Company. Notwithstanding Section 4 of this
Agreement, upon the occurrence of a Change in Control, all of the Restricted
Shares subject to this Award shall become immediately and unconditionally vested
and unrestricted.
6. Termination of Employment.
(a) Termination By Employee Without Good Reason. If your employment
relationship with the Company or any of its Subsidiaries is terminated
voluntarily by you prior to the Vesting Date and such termination is not a
Termination for Good Reason (as such term is defined in the Severance Agreement
between you and the Company or one of its Subsidiaries), then all Restricted
Shares granted pursuant to this Agreement shall become null and void as of the
date of such termination.
(b) Termination By The Company For Cause. If your employment relationship
with the Company or any of its Subsidiaries is terminated by the Company prior
to the Vesting Date and such termination is a Termination for Cause (as such
term is defined in the Severance Agreement between you and the Company or one of
its Subsidiaries), then all Restricted Shares granted pursuant to this Agreement
shall become null and void as of the date of termination.
(c) Termination By The Company Not For Cause Or By Employee For Good
Reason. If your employment relationship with the Company and each of its
Subsidiaries by which you are employed is terminated prior to the Vesting Date
(x) by the Company and such Subsidiaries and such termination is not a
Termination for Cause or (y) by you and such termination is a Termination for
Good Reason, then all of the Restricted Shares subject to this Award shall
become immediately and unconditionally vested and unrestricted.
(d) Other Termination Events. If your employment relationship with the
Company and each of its Subsidiaries by which you are employed is terminated
prior to the Vesting Date as a result of any of the following events:
(i) your death;
(ii) your Disability; or
(iii) your Normal Retirement,
then the restrictions on a number of Restricted Shares shall automatically lapse
such that the number of Restricted Shares for which the restrictions have lapsed
as of your date of termination will be equal to the product of (i) the total
number of Restricted Shares granted to you pursuant to this Agreement, times
(ii) a fraction, the numerator of which is the number of full months (counting
the month in which your termination of employment occurs as a full month),
beginning with the first full month following the date of this Agreement,
during which you were employed by the Company and/or any Subsidiary and the
denominator of which is 36. The portion, if any, of your Restricted Shares for
which restrictions have not lapsed as of the date of the termination of your
employment relationship shall become null and void as of the date of
termination; provided, however, that the portion, if any, of this Award for
which forfeiture restrictions have lapsed as of the date of termination will
survive.
For purposes of this Section 6(c), "Disability" shall have the meaning ascribed
to it in the Severance Agreement between you and the Company or one of its
Subsidiaries; and "Normal Retirement" shall mean the termination of your
employment relationship with the Company and each of its Subsidiaries by which
you are employed due to your retirement on or after the date you attain age 60.
7. Adjustment Provisions. In the event there is any change in the Stock by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination of shares or otherwise, the number of shares associated with the
Award of Restricted Shares subject to this Agreement shall be adjusted in the
manner consistent with the adjustment provisions provided in Section 9(b) and
9(c)(ii) of the Plan. Unless otherwise determined by the Committee, Stock
distributed in connection with a stock split or stock divided shall be subject
to restrictions and a risk of forfeiture to the same extent as the Restricted
Shares with respect to which suck Stock has been distributed.
8. Delivery of Stock. Promptly following the expiration of the restrictions
on the Restricted Shares as contemplated in Sections 4, 5 and 6 of this
Agreement, the Company shall cause to be issued and delivered to you or your
designee a certificate representing the number of Restricted Shares as to which
restrictions have lapsed, free of any restrictive legend relating to the lapsed
restrictions, upon receipt by the Company of any tax withholding as may be
requested. The value of such Restricted Shares shall not bear any interest owing
to the passage of time.
9. Furnish Information. You agree to furnish to the Company all information
requested by the Company to enable it to comply with any reporting or other
requirements imposed upon the Company by or under any applicable statute or
regulation.
10. Remedies. The parties to this Agreement shall be entitled to recover
from each other reasonable attorneys' fees incurred in connection with the
enforcement of the terms and provisions of this Agreement whether by an action
to enforce specific performance or for damages for its breach or otherwise.
11. Information Confidential. As partial consideration for the granting of
the Award hereunder, you hereby agree with the Company that you will keep
confidential all information and knowledge, except that which has been disclosed
in any public filings required by law, that you have relating to the terms and
conditions of this Agreement; provided, however, that such information may be
disclosed as required by law and may be given in confidence to your spouse, tax
and financial advisors, or to a financial institution to the extent that such
information is necessary to secure a loan. In the event any breach of this
promise comes to the attention of the Company, it shall take into consideration
that breach in determining whether to recommend the grant of any future similar
award to you, as a factor militating against the advisability of granting any
such future award to you.
12. Payment of Taxes. The Company may from time to time require you to pay
to the Company (or the Company's Subsidiary if you are an employee of a
Subsidiary of the Company) the amount that the Company deems necessary to
satisfy the Company's or its Subsidiary's current or future obligation to
withhold federal, state or local income or other taxes that you incur as a
result of the Award. With respect to any required tax withholding, unless
another arrangement is permitted by the Company in its discretion, the Company
shall withhold from the shares of Stock to be issued to you the number of shares
necessary to satisfy the Company's obligation to withhold taxes, that
determination to be based on the shares' Fair Market Value, as defined in the
Plan, at the time as of which such determination is made. In the event the
Company subsequently determines that the aggregate Fair Market Value, as defined
in the Plan, of any shares of Stock withheld as payment of any tax withholding
obligation is insufficient to discharge that tax withholding obligation, then
you shall pay to the Company, immediately upon the Company's request, the amount
of that deficiency.
13. Right of the Company and Subsidiaries to Terminate Employment. Nothing
contained in this Agreement shall confer upon you the right to continue in the
employ of the Company or any Subsidiary of the Company, or interfere in any way
with the rights of the Company or any Subsidiary of the Company to terminate
your employment at any time.
14. No Liability for Good Faith Determinations. Neither the Company nor the
members of the Board and the Committee shall be liable for any act, omission or
determination taken or made in good faith with respect to this Agreement or the
Restricted Shares granted hereunder.
15. No Guarantee of Interests. The Board and the Company do not guarantee
the Stock of the Company from loss or depreciation.
16. Company Records. Records of the Company or its Subsidiaries regarding
your period of employment, termination of employment and the reason therefor,
leaves of absence, re-employment, and other matters shall be conclusive for all
purposes hereunder, unless determined by the Company to be incorrect.
17. Severability. If any provision of this Agreement is held to be illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions hereof, but such provision shall be fully severable and
this Agreement shall be construed and enforced as if the illegal or invalid
provision had never been included herein.
18. 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 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 had 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
Holder: At your current address as shown in the Company's records.
19. Waiver of Notice. Any person entitled to notice hereunder may waive
such notice in writing.
20. Successors. This Agreement shall be binding upon you, your legal
representatives, heirs, legatees and distributees, and upon the Company, its
successors and assigns.
21. Headings. The titles and headings of Sections are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
22. Governing Law. All questions arising with respect to the provisions of
this Agreement shall be determined by application of the laws of the State of
Delaware except to the extent Delaware law is preempted by federal law. The
obligation of the Company to sell and deliver Stock hereunder is subject to
applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Stock.
23. Execution of Receipts and Releases. Any payment of cash or any issuance
or transfer of shares of Stock or other property to you, or to your legal
representative, heir, legatee or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of
such Persons hereunder. The Company may require you or your legal
representative, heir, legatee or distributee, as a condition precedent to such
payment or issuance, to execute a release and receipt therefor in such form as
it shall determine.
24. Amendment. This Agreement 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. This Agreement may also 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.
25. The Plan. This Agreement is subject to all the terms, conditions,
limitations and restrictions contained in the Plan; provided, however, that
notwithstanding anything to the contrary herein, any provision of this Agreement
that is inconsistent with the provisions of Section 9(c), (e), and (f) of the
Plan shall control over such provisions of the Plan.
26. 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 Shares except pursuant to an effective registration statement under
the Securities Act of 1933 or pursuant to an exemption from registration under
the Securities Act of 1933 (including Rule 144).
If you accept this Restricted Stock Award 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:____________________________
Title:___________________________
Date:____________________________
ACKNOWLEDGED AND AGREED:
By: ________________________
Name: ________________________
Schedule I
The document to which this Schedule I is attached is the form of Restricted
Stock Award Agreement between the Company and each of Scott D. Sheffield and
Timothy L. Dove.
The form of Restricted Stock Award Agreement between the Company and its
other executive officers varies from this Exhibit 10.1 by modifying Section 6 to
provide, in its entirety, the following:
6. Termination of Employment.
(a) Termination By Employee Without Good Reason. If your employment
relationship with the Company or any of its Subsidiaries is terminated
voluntarily by you prior to the Vesting Date and such termination is not a
Termination for Good Reason (as such term is defined in the Severance Agreement
between you and the Company or one of its Subsidiaries), then all Restricted
Shares granted pursuant to this Agreement shall become null and void as of the
date of such termination.
(b) Termination By The Company For Cause. If your employment relationship
with the Company or any of its Subsidiaries is terminated by the Company prior
to the Vesting Date and such termination is a Termination for Cause (as such
term is defined in the Severance Agreement between you and the Company or one of
its Subsidiaries), then all Restricted Shares granted pursuant to this Agreement
shall become null and void as of the date of termination.
(c) Other Termination Events. If your employment relationship with the
Company and each of its Subsidiaries by which you are employed is terminated
prior to the Vesting Date as a result of any of the following events:
(i) your death;
(ii) your Disability;
(iii) your Normal Retirement;
(iv) a termination by you that is a Termination for Good Reason; or
(v) a termination by the Company that is not a Termination for Cause,
then the restrictions on a number of Restricted Shares shall automatically
lapse such that the number of Restricted Shares for which the restrictions have
lapsed as of your date of termination will be equal to the product of (i) the
total number of Restricted Shares granted to you pursuant to this Agreement,
times (ii) a fraction, the numerator of which is the number of full months
(counting the month in which your termination of employment occurs as a full
month), beginning with the first full month following the date of this
Agreement, during which you were employed by the Company and/or any Subsidiary
and the denominator of which is 36. The portion, if any, of your Restricted
Shares for which restrictions have not lapsed as of the date of
the termination of your employment relationship shall become null and void as of
the date of termination; provided, however, that the portion, if any, of this
Award for which forfeiture restrictions have lapsed as of the date of
termination will survive.
For purposes of this Section 6(c), "Disability" shall have the meaning ascribed
to it in the Severance Agreement between you and the Company or one of its
Subsidiaries; and "Normal Retirement" shall mean the termination of your
employment relationship with the Company and each of its Subsidiaries by which
you are employed due to your retirement on or after the date you attain age 60.