-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R32NDdHMqmYEME+KN5JVjz7gmvXYBu38hbBXUBiyzYGT5TzhJdye97PMd73eb4Mq 3Vq51Vtm1tmTk0dV0iQySQ== 0001038357-06-000141.txt : 20061219 0001038357-06-000141.hdr.sgml : 20061219 20061219165925 ACCESSION NUMBER: 0001038357-06-000141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061218 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER NATURAL RESOURCES CO CENTRAL INDEX KEY: 0001038357 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752702753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13245 FILM NUMBER: 061287132 BUSINESS ADDRESS: STREET 1: 200 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724449001 MAIL ADDRESS: STREET 1: 200 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 8-K 1 dec198k.txt PXD 2/18/2006 FORM 8-K 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 18, 2006 --------------- PIONEER NATURAL RESOURCES COMPANY (Exact name of registrant as specified in its charter) Delaware 1-13245 75-2702753 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number) Identification Number) 5205 N. O'Connor Blvd 75039 Suite 200 (Zip code) Irving, Texas (Address of principal executive offices) Registrant's telephone number, including area code: (972) 444-9001 Not applicable (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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers........................................ 3 Item 9.01. Financial Statements and Exhibits. (d) Exhibits............................................... 3 Signature............................................................... 4 Exhibit Index........................................................... 5 2 Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. On December 18, 2006, the Compensation and Management Development Committee (the "Committee") of the Board of Directors of Pioneer Natural Resources Company (the "Company") approved a program under the Company's 2006 Long-Term Incentive Plan to make grants to the Company's executive and other officers of a combination of restricted stock and performance unit awards. The delivery of shares in payment of the performance unit awards will be contingent upon the achievement of certain performance criteria. The principal terms of the program are reflected on a Summary Term Sheet approved by the Committee, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. The initial grants under the program are expected to be awarded in February 2007 and will be represented by agreements between the Company and each officer, the terms of which are expected to be substantially as described in the Summary Term Sheet. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 -- Summary Term Sheet 3 SIGNATURES 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 /s/ Darin G. Holderness ------------------------------------------- Darin G. Holderness Vice President and Chief Accounting Officer Dated: December 19, 2006 4 EXHIBIT INDEX Exhibit Number Exhibit Title ------- ------------- 10.1 (a) Summary Term Sheet ----------- (a) Filed herewith. 5 EX-10 2 dec198kx101.txt PXD 2/18/2006 FORM 8-K EXH 10.1 LTIP PERFORMANCE UNIT AWARD PROGRAM SUMMARY TERM SHEET o Parent company officers and selected subsidiary level officers will receive a portion of their awards under the Company's 2006 Long-Term Incentive Plan (the "LTIP") in the form of performance units having a performance period of three years, and a portion of their awards under the LTIP in restricted stock. o Payments in respect of earned performance units will be made in shares of the Company's common stock. o LTIP awards made in the first quarter of 2007 will be allocated as follows: % Performance % Restricted Officer Description Units Stock - ------------------- ------------- ------------ Parent Company Officers 50% 50% Selected Subsidiary Company Officers 25% 75% o The terms of the restricted stock grants made in the first quarter of 2007 are expected to be similar to the terms of restricted stock grants made to officers in prior years. o The following terms relate to awards of performance units under the 2007 Performance Unit Award Program (the "2007 Program"): o The performance metric under the 2007 Program will be based on relative Total Shareholder Return ("TSR"), which means a comparison among the Company and each peer company selected by the Compensation and Management Development Committee of the annualized rate of return that each company's shareholders receive through stock price changes and the assumed reinvestment of all dividends over a three-year performance period. o TSR will be determined by comparing the change in the stock price at the beginning of the three-year performance period, measured as the average closing price for the 60 calendar days before January 1, 2007, to the stock price at the end of the three-year performance period, measured by the average closing price for the 60 calendar days on and before December 31, 2009. In the event of a change in control of the Company (a "CIC"), the stock price at the end of the abbreviated performance period will be measured by the average closing price for the 60 calendar days prior to closing date of the CIC transaction. o Refer to the following TSR performance award table for the levels of stock earned as a percentage of the performance unit target based on the Company's TSR during the three-year performance period as compared to that of a group of peer companies selected by the Compensation and Management Development Committee. o A separate performance table is provided if the peer group is reduced to eleven, ten, nine or eight peers (inclusive of the Company) due to a peer company no longer being publicly traded. Should the peer group reduce to seven or fewer companies, the Compensation and Management Development Committee has the discretion to add companies to the peer group.
12 Co. 11 Co. 10 Co. 9 Co. 8 Co. Rank Payout Payout Payout Payout Payout Against % of % of % of % of % of Peers Target Target Target Target Target ----- ------ ------ ------ ------ ------ 1 250% 250% 250% 250% 250% 2 200% 200% 200% 200% 200% 3 175% 175% 170% 166% 155% 4 150% 150% 140% 133% 110% 5 125% 125% 110% 100% 70% 6 110% 100% 80% 65% 30% 7 75% 75% 50% 30% 0% 8 50% 50% 25% 0% 0% 9 25% 25% 0% 0% 10 0% 0% 0% 11 0% 0% 12 0%
o Dividends will be paid in shares at the time of the payout of earned performance units and calculated based on the number of shares earned times the aggregate dividends per share paid during the performance period. o In the event of a CIC, vesting of all units will accelerate and payout will be measured by the relative TSR for the abbreviated performance period. o The effect of a participant's termination of employment, retirement, death or disability will be described in the form of performance unit award agreement to be approved by the Compensation and Management Development Committee at or prior to the grant of performance units under the 2007 Program. o The peer group for the 2007 Program consists of the following companies: XTO Energy Inc. Chesapeake Energy Corporation Apache Corporation Quicksilver Resources Inc. EOG Resources, Inc. Noble Energy, Inc. Plains Exploration and Production Company Cimarex Energy Co. Pogo Producing Company Newfield Exploration Company Range Resources Corporation -----END PRIVACY-ENHANCED MESSAGE-----