THIRD AMENDMENT TO THE PIONEER NATURAL RESOURCES COMPANY 2006 LONG TERM INCENTIVE PLAN

EXHIBIT 10.1

THIRD AMENDMENT TO THE

PIONEER NATURAL RESOURCES COMPANY

2006 LONG TERM INCENTIVE PLAN

THIS THIRD AMENDMENT (the “ Third Amendment ”) to the Pioneer Natural Resources Company 2006 Long Term Incentive Plan, as amended from time to time (the “ Plan ”), is effective January 1, 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 to increase the Plan’s share limitation with the approval of the Company’s stockholders not later than the annual meeting next following such Board action; and

W