EXHIBIT 10.4
NONSTATUTORY STOCK OPTION AGREEMENT
PIONEER
NATURAL RESOURCES COMPANY
2006 LONG TERM INCENTIVE PLAN
February 18, 2009
To: «First_Name»
«Middle»
«Last_Name»«Suffix»
Pioneer Natural Resources Company, a
Delaware corporation (the “ Company
”), is pleased to grant you the right and option (the “
Option ”) to purchase all or any part of
an aggregate of «Options_Granted» shares of common
stock, par value $0.01, of the Company (the “
Stock ”), subject to certain
restrictions and on the terms and conditions contained in this
Nonstatutory Stock Option Agreement (the “
Agreement ”) and the Pioneer Natural
Resources Company 2006 Long Term Incentive Plan (as amended, 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 Option shall not
be treated as an incentive stock option within the meaning of
section 422(b) of the Code.
This Agreement sets forth the terms
of the agreement between you and the Company with respect to the
Option. By accepting this Agreement, you agree to be bound by all
of the terms hereof.
1.
Purchase Price
. The purchase price of Stock
purchased pursuant to the exercise of this Option shall be $
15.62 per share, which
has been determined to be not less than the Fair Market Value of
the Stock at the date of grant of this Option, which is
February 18, 2009
(the “ Date of
Grant ”). For all purposes of this Agreement,
Fair Market Value of Stock shall be determined in accordance with
the provisions of the Plan.
2.
Vesting and Exercise of Option
(a)
Vesting Date . Subject to the terms and conditions of
this Agreement, this Option will vest and be exercisable, by
written notice to the Company at its principal executive office
addressed to the attention of its Corporate Secretary (or such
other officer or employee of the Company as the Company may
designate from time to time), on the third anniversary of the date
of this Agreement (the “ Vesting Date
”); provided, however, that this Option will vest and become
exercisable 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.
(b)
Exercise Procedures . Subject to the relevant
provisions and limitations contained herein and in the Plan, you
may exercise the Option to purchase all or a portion of the shares
that vest and become exercisable on the Vesting Date at any time
prior to the termination of the Option pursuant to this Agreement.
In no event shall you be entitled to exercise the Option for any
shares that are not vested. Exercise of the Option shall be made by
delivery to the Company by you (or another person entitled to
exercise the Option as provided hereunder) of (i) an executed
“Notice of Stock Option Exercise,” and (ii) payment of
the aggregate purchase price for shares purchased pursuant to the
exercise. If you are on leave of absence for any reason, the
Company may, in its sole discretion, determine that you will be
considered still in the employ of or providing services for the
Company, provided that rights to the Option may, in the discretion
of the Company, be limited to the extent to which those rights were
earned or vested when the leave of absence began.
(c)
Payment of Purchase Price . The purchase price of
shares as to which this Option is exercised shall be paid in full
at the time of exercise, at your election, with the approval of the
Company, (i) in cash (including check, bank draft or money order
payable to the order of the Company), (ii) by delivering or
constructively tendering to the Company shares of Stock having a
Fair Market Value equal to the purchase price (provided such shares
used for this purpose must have been held by you for such minimum
period of time as may be established from time to time by the
Committee), (iii) if the Stock is readily tradable on a national
securities market, through a “cashless exercise” in
accordance with a Company-established policy or program for the
same, or (iv) any combination of the foregoing. No fraction of a
share of Stock shall be issued by the Company upon exercise of an
Option or accepted by the Company in payment of the exercise price
thereof; rather, you shall provide a cash payment for such amount
as is necessary to effect the issuance and acceptance of only whole
shares of Stock. Unless and until a certificate or certificates
representing such shares shall have been issued by the Company to
you, you (or the person permitted to exercise this Option in the
event of your death) shall not be or have any of the rights or
privileges of a stockholder of the Company with respect to shares
acquirable upon an exercise of this Option.
(d)
Expiration Date . This Option shall not be
exercisable in any event after the expiration of ten (10) years
from the Date of Grant (the “ Expiration
Date ”).
3.
Effect of Change in Control . Notwithstanding
Section 2 of this Agreement, upon the occurrence of a Change
in Control, this Option shall become fully vested and exercisable
as to all shares covered hereby.
4.
Effect of Termination of Employment . Except as
provided below, this Option may be exercised only while you
continue to perform services for the Company or any Subsidiary and
will terminate and cease to be exercisable upon termination of your
service.
(a)
Termination By Employee Without Good
Reason
(i) 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 this
Option shall terminate as of the
date of such termination and shall never become
exercisable.
(ii) If
your employment relationship with the Company or any of its
Subsidiaries is terminated voluntarily by you on or after the
Vesting Date and such termination is not a Termination for Good
Reason, then this Option, to the extent then vested and
exercisable, may be exercised by you at any time during the period
ending on the earlier to occur of (A) thirty (30) days following
such termination, or (B) the Expiration Date.
|
|
(b)
|
Termination By The Company For
Cause .
|
(i) 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 this Option shall terminate as of
the date of termination and shall never become
exercisable.
(ii) If
your employment relationship with the Company or any of its
Subsidiaries is terminated by the Company on or after the Vesting
Date and such termination is a Termination for Cause, then this
Option, to the extent then vested and exercisable, may be exercised
by you at any time during the period ending on the earlier to occur
of (A) thirty (30) days following such termination, or (B) the
Expiration Date.
(c)
Termination By The Company Not For Cause Or By Employee For
Good Reason .
(i) Notwithstanding
Section 2 of this Agreement, 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 this Option shall become fully
vested and exercisable as to all shares covered hereby.
(ii) If
your employment relationship with the Company and each of its
Subsidiaries by which you are employed is terminated (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 this Option, to the extent then
vested and exercisable (including pursuant to
Section 4(c)(i)
above), may be exercised by you at
any time during the period ending on the earlier to occur of (A)
the date that is six (6) months following such termination, or (B)
the Expiration Date; provided, that, if any such termination occurs
upon or following the occurrence of a Change in Control, then this
Option, to the extent then vested and exercisable, may be exercised
by you at any time prior to the Expiration Date.
|
|
(d)
|
Other Termination
Events .
|
(i) 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:
A. your
death;
B. your
Disaability; or
C. your
Normal Retirement
then, notwithstanding Section
2 of this Agreement, this Option shall become vested and
exercisable as to a number of shares of Stock equal to the product
of (I) the total number of shares of Stock initially subject to
this Option 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; provided, that, if application of the
foregoing calculation would result in you becoming vested in a
fractional number of shares, the number of vested shares shall be
rounded up to the nearest whole share. The portion, if any, of this
Option that thereby becomes vested and exercisable may be exercised
by you at any time during the period specified in Section
4(d)(ii) below. The portion, if any, of this Option that does
not thereby become vested and exercisable as of the date of the
termination of your employment relationship shall terminate as of
the date of termination and shall never become
exercisable.
(ii) If
your employment relationship with the Company and each of its
Subsidiaries by which you are employed is terminated for one of the
reasons specified in Section 4(d)(i) above, then this
Option, to the extent then vested and exercisable (including
pursuant to Section 4(d)(i) above), may be exercised by you
at any time during the period ending on the earlier to occur of (A)
the date that is six (6) months following such termination, or (B)
the Expiration Date.
(iii) For
purposes of this Section
4(d) , “
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.
5.
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 this
Option shall be adjusted in the manner consistent with the
adjustment provisions provided in Section 9(b) and 9(c)(ii) of the
Plan.
6.
Transferability . This Option, and any rights or
interests therein, will be transferable by you only to the extent
permitted pursuant to the terms of Section 10 of the Plan or
approved by the Committee.
7.
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.
8.
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.
If, due to Section 4 of the Plan, the Company fails or is unable to
permit you to exercise all or any part of this Option following
your delivery of written notice of exercise to the Company and
tender of performance in accordance with this Agreement (which
failure shall not be deemed a permitted delay pursuant to
Section 24 of this Agreement), as your sole and exclusive
remedy for such failure, in addition to the rights provided under
the first sentence of this Section 8, you may require the Company
to pay to you an amount in cash equal to the product of (i) the
number of shares of Stock with respect to which the Company failed
to permit you to exercise your Option, times (ii) the difference of
(A) the Fair Market Value of one share of Stock on the date of your
exercise minus (B) the purchase price set forth in Section 1
of this Agreement (as adjusted pursuant to this Agreement and the
Plan). The Company shall make such payment to you with in ten (10)
following receipt of your written demand therefor, subject to
compliance with any tax withholding obligations that the Company in
its discretion deems to be necessary with respect to such payment.
Upo
