EXHIBIT 10.1
PIONEER NATURAL RESOURCES
COMPANY
AMENDMENT TO SEVERANCE
AGREEMENT
WHEREAS, Pioneer Natural Resources
Company (the “ Parent “), Pioneer Natural
Resources USA Inc. (the “ Employer ”) and the
employee whose name appears on the signature page of this Amendment
(the “ Employee ”) have previously entered into
a Severance Agreement (the “ Agreement ”) which
provides the Employee with certain termination benefits in the
event Employee’s employment is terminated in certain
circumstances prior to the occurrence of a change in
control;
WHEREAS, Section 409A of the
Internal Revenue Code of 1986, as amended (“ Section
409A ”), imposes certain limitations and restrictions on
the times at which certain types of compensation, including
severance benefits, may be payable;
WHEREAS, all documents that provide
for the payment of compensation that is subject to Section 409A
must be brought into compliance with the requirements of Section
409A on or before December 31, 2008, or the employee to whom such
compensation is payable will be subjected to certain adverse tax
consequences, including, but not limited to, having to pay an
additional tax of at least 20% on such compensation; and
WHEREAS, the parties desire to adopt
amendments to the Agreement to avoid any such adverse tax
consequences for the Employee by reason of the compensation
provided herein and certain other amendments;
NOW, THEREFORE, the Agreement is
amended in the manner set forth below:
1. Paragraph 2 of the Agreement is
amended to delete the definition of “Change in Control”
and “Date of Termination” in their entirety, and to add
the following definitions in appropriate alphabetical
order:
“Change in
Control” shall
mean an event that constitutes a “change in control” as
defined in Parent’s LTIP. Any modification to the definition
of “change in control” in Parent’s LTIP
(including by virtue of the adoption by the Parent of a successor
plan thereto setting forth a modified definition of “change
in control”) adopted after the Effective Date shall apply for
purposes of this Agreement, except that any modification to such definition adopted on
or after, or within 180 days prior to, a Change of Control or
Potential Change of Control shall not apply in determining the
definition of such term under this Agreement unless such amendment
is favorable to Employee; and provided further that
any change to the definition of a
change in control in Parent’s LTIP adopted in 2008 to comply
with the requirements of Section 409A of the Code shall be deemed
to be favorable to Employee.
“ Date of
Termination ” shall mean
(1) In the case of a
termination for which a Notice of Termination is required, the date
of receipt of such Notice of Termination or, if later, the date
specified therein; and
(2) In all other cases,
the actual date on which Employee’s employment
terminates;
provided, however, that if Employee
continues to p
