EXHIBIT 10.5
FIRST AMENDMENT TO
PERFORMANCE UNIT AWARD
AGREEMENTS
PIONEER NATURAL RESOURCES
COMPANY
2006 LONG TERM INCENTIVE
PLAN
THIS FIRST AMENDMENT (the “
First Amendment ”) to Performance Unit Award
Agreements is made by Pioneer Natural Resources Company (the
“ Company ”) as of November 20, 2008, to
be effective as of the dates set forth below.
W I T N E S S E T
H :
WHEREAS , the Company previously adopted the Pioneer
Natural Resources Company 2006 Long Term Incentive Plan, as amended
from time to time (the “ Plan ”), under
which the Company is authorized to grant equity-based incentive
awards to certain employees and service providers of the
Company;
WHEREAS , the Company granted to certain participants
under the Plan performance unit awards pursuant to the terms of the
Plan and individual Performance Unit Award Agreements
(collectively, the “
Agreements ” ), which grants are identified in more detail in
the attached Exhibit
A ;
WHEREAS , Section 25 of the Agreements provides that the
Company may unilaterally amend the Agreements, so long as the
amendment is consistent with all applicable laws and does not
reduce any rights or benefits accrued pursuant to the award, or to
the extent necessary or advisable to bring the Agreements into
compliance with any applicable laws;
WHEREAS ,
