UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2005
Pioneer Natural Resources Company
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(Exact name of Registrant as specified in its charter)
Delaware 1-13245 75-2702753
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5205 N. O'Connor Blvd., Suite 900, Irving, Texas 75039
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(Address of principal executive offices) (Zip Code)
(972) 444-9001
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Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
Item 1.01. Entry into a Material Definitive Agreement................ 3
Item 9.01. Financial Statements and Exhibits......................... 4
(d) Exhibits............................................ 4
Signature............................................................. 5
Exhibit Index......................................................... 6
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PIONEER NATURAL RESOURCES COMPANY
Item 1.01. Entry into a Material Definitive Agreement
Amended and Restated Employee Stock Purchase Plan. On December 9, 2005,
Pioneer Natural Resources Company (the "Company") executed an amended and
restated Employee Stock Purchase Plan (the "ESPP") to incorporate prior
amendments to the ESPP and make certain other changes to the Plan, including the
shortening of the offering period from nine months to eight months. The number
of shares of the Company's common stock that are subject to the ESPP and the
ESPP termination date were unchanged by its amendment and restatement.
The ESPP allows eligible employees to annually purchase the Company's
common stock at a discounted price. Officers of the Company and its subsidiaries
are not eligible to participate in the ESPP. Contributions to the ESPP are
limited to 15 percent of an employee's pay (subject to certain ESPP limits)
during the eight-month offering period. Participants in the ESPP purchase the
Company's common stock at a price that is 15 percent below the fair market value
(as defined in the ESPP) of the Company's common stock on either the first day
or the last day of each offering period, whichever is lower. The ESPP is
intended to qualify as an employee stock purchase plan under the provisions of
section 423 of the Internal Revenue Code.
The description of the ESPP set forth in this report is qualified in its
entirety by reference to the ESPP document that is filed as an exhibit to this
report and that is incorporated herein by reference.
Severance Agreement with William F. Hannes. On December 12, 2005, the
Company entered into a severance agreement with William F. Hannes, the Company's
recently elected Executive Vice President, Worldwide Business Development. The
Company may terminate the severance agreement annually beginning at the end of
the initial term on September 30, 2007, but the severance agreement will
continue following a potential change in control that occurs during the term of
the agreement. In any event, the severance agreement terminates upon a change in
control of the Company. Mr. Hannes is also a party to a change in control
agreement executed prior to his election as an executive officer, which is in
the same form as that currently in force with other Executive Vice Presidents of
the Company.
The severance agreement provides that, if the executive terminates
employment for good reason or if the Company terminates the employment of the
executive officer other than for cause, death, disability or normal retirement,
the Company must pay the executive officer a separation payment in addition to
earned salary and vested benefits. The separation payment is an amount equal to
the sum of (1) one times the executive officer's base salary, (2) 18 times the
monthly executive officer's cost of coverage for himself and his eligible
dependents under the Company's group medical plans, and (3) one-twelfth of the
executive officer's base salary if the date of termination is less than 30 days
following the notice of termination and the executive officer's employment is
terminated by the Company. The severance agreement also contains
non-solicitation and non-interference covenants by the executive in favor of the
Company.
Good reason for an executive to terminate employment generally includes a
demotion or significant pay reduction. Definitions of "good reason," "cause,"
"potential change in control," "change in control" and certain other terms used
in this report are set forth in the form of Severance Agreement filed as an
exhibit to this report. The description of the severance agreement set forth in
this report is qualified in its entirety by reference to the severance agreement
that is filed as an exhibit to this report and that is incorporated herein by
reference.
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PIONEER NATURAL RESOURCES COMPANY
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Pioneer Natural Resources Company Employee Stock Purchase Plan,
as amended and restated effective December 9, 2005.
10.2 Severance Agreement dated December 12, 2005, between the Company
and William F. Hannes.
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PIONEER NATURAL RESOURCES COMPANY
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
Date: December 14, 2005 By: /s/ Darin G. Holderness
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Darin G. Holderness
Vice President and Chief Accounting Officer
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PIONEER NATURAL RESOURCES COMPANY
EXHIBIT INDEX
Exhibit No. Description
10.1(a) Pioneer Natural Resources Company Employee Stock Purchase
Plan, as amended and restated effective December 9, 2005.
10.2(a) Severance Agreement dated December 12, 2005, between the
Company and William F. Hannes.
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(a) filed herewith
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