SECOND AMENDMENT TO
THE
PIONEER NATURAL RESOURCES
COMPANY
2006 LONG TERM INCENTIVE
PLAN
THIS SECOND AMENDMENT (the “
Amendment ”) to the Pioneer Natural Resources
Company 2006 Long Term Incentive Plan, as amended from time to time
(the “ Plan ”), is effective May 28, 2009
(the “ Effective Date ”), and is made by
Pioneer Natural Resources Company (the “
Company ”).
W I T N E S S E T
H :
WHEREAS , the Company previously adopted the Plan, under
which the Company is authorized to grant equity-based incentive
awards to certain employees and service providers of the
Company;
WHEREAS , Section 10(c) of the Plan provides that the
Company’s board of directors (the “ Board
”) may amend the Plan in certain circumstances without the
approval of stockholders; and
WHEREAS , the Board has determined that it is desirable
to amend the Plan in the manner contemplated hereby.
NOW, THEREFORE
, the Plan shall be amended as of
the Effective Date as set forth below.
1. Section 7(b) of the Plan is hereby deleted and
replaced in its entirety with the following:
(b)
Stand-Alone, Additional, Tandem
and Substitute Awards. Awards granted under this Plan may, in the
discretion of the Committee, be granted either alone or in addition
to, in tandem with, or in substitution or exchange for, any other
Award or any award granted under another plan of the C
