-----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, NpjtoZzctO4Y4bVilyLYATL8fsB11g1hOCX7ft+wVDyZQQDuemuDkNuJgZTL57iu R2fLoPV/jcqOmCVUFEDOtw== 0001038357-07-000036.txt : 20070302 0001038357-07-000036.hdr.sgml : 20070302 20070302120357 ACCESSION NUMBER: 0001038357-07-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070226 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070302 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: 07666399 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 mar18k.txt PXD FORM 8-K FEBRUARY 26, 2007 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): February 26, 2007 ------------------------ 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 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics...................................... 4 Item 9.01. Financial Statements and Exhibits. (d) Exhibits............................................... 4 Signature.............................................................. 5 Exhibit Index.......................................................... 6 Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. 1. On February 26, 2007, the Compensation and Management Development Committee (the "Committee") of the Board of Directors of Pioneer Natural Resources Company (the "Company") established targets for the Company's named executive officers for 2007 bonuses payable in 2008 under the Company's Annual Incentive Bonus Plan (the "Plan"), as described below. The "named executive officers" are the executive officers of the Company for whom disclosure was required in the Company's proxy statement for its 2006 Annual Meeting of Stockholders. The 2007 bonus target is shown as a percentage of 2007 base salary, and the actual amount paid may be at, above or below the target level: Named Executive Officer 2007 Bonus Target ----------------------- ----------------- Scott D. Sheffield 100% Timothy L. Dove 85 A.R. Alameddine 65 Chris J. Cheatwood 65 Danny L. Kellum 65 Base salaries for the named executive officers payable during 2007 are unchanged from 2006 levels. The award of 2007 bonuses under the Plan will be based on the Committee's judgment regarding the Company's and the executive officer's performance in 2007, considering, among other things, the objectives established by the Committee. The corporate objectives include both financial and non-financial objectives. Financial objectives for 2007 include oil and gas production, operating expense levels, general and administrative expense levels, year-end indebtedness, finding costs, reserve replacement, return on equity and net asset value per share. Another corporate objective is based on the Company's performance in the areas of safety and environmental. Certain non-financial objectives vary by executive officer depending on his area of responsibility. 2. On February 26, 2007, the Committee also made awards of restricted stock and performance units to the named executive officers, as follows.
Number of Restricted Number of Performance Named Executive Officer Shares Awarded Units Awarded ----------------------- -------------------- --------------------- Scott D. Sheffield 34,997 34,998 Timothy L. Dove 15,165 15,166 A.R. Alameddine 5,833 5,833 Chris J. Cheatwood 8,166 8,166 Danny L. Kellum 8,166 8,166
The equity awards were made under the Company's 2006 Long-Term Incentive Plan pursuant to the forms of Restricted Stock Award Agreement and Performance Unit Award Agreement filed as exhibits to this report and incorporated herein by reference. 3. On February 26, 2007, the Committee also amended the agreements pursuant to which restricted stock was granted to the named executive officers of the Company on February 14, 2006. As a result of the amendment, the terms governing the effect of various termination events on the vesting of 3 such restricted stock will be identical to the terms governing the effect of such events that are set forth in the Restricted Stock Award Agreement filed as an exhibit to this report. 4. On February 26, 2007, the Committee also determined the amount of cash bonuses payable to the named executive officers, based on the Committee's assessment of 2006 performance. The bonuses were paid on March 2, 2007, as follows: Named Executive Officer Amount of 2006 Cash Bonus ----------------------- ------------------------- Scott D. Sheffield $ 850,000 Timothy L. Dove 446,250 A.R. Alameddine 243,100 Chris J. Cheatwood 243,100 Danny L. Kellum 276,250 Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On February 27, 2006, the Board of Directors of the Company adopted a new Code of Business Conduct and Ethics (the "Code"), which applies to the Company's directors, employees and officers, including its principal executive officer, principal financial officer and principal accounting officer. In order to permit the Company to develop training and communications materials and otherwise prepare for the introduction of the Code to the Company's employees, the adoption of the Code will be effective June 1, 2007. The Code is filed as an exhibit to this report and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 -- Form of Restricted Stock Award Agreement between the Company and each of Scott D. Sheffield and Timothy L. Dove, together with a schedule identifying other substantially identical agreements between the Company and each of its other executive officers and identifying the material differences between each of those agreements and the filed Restricted Stock Award Agreement. 10.2 -- Form of Performance Unit Award Agreement between the Company and each of Scott D. Sheffield and Timothy L. Dove, together with a schedule identifying other substantially identical agreements between the Company and each of its other executive officers and identifying the material differences between each of those agreements and the filed Performance Unit Award Agreement. 14.1 -- Code of Business Conduct and Ethics, effective June 1, 2007. 4 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: March 2, 2007 5 EXHIBIT INDEX Exhibit Number Exhibit Title ------- ------------- 10.1(a) Form of Restricted Stock Award Agreement between the Company and each of Scott D. Sheffield and Timothy L. Dove, together with a schedule identifying other substantially identical agreements between the Company and each of its other executive officers and identifying the material differences between each of those agreements and the filed Restricted Stock Award Agreement. 10.2(a) Form of Performance Unit Award Agreement between the Company and each of Scott D. Sheffield and Timothy L. Dove, together with a schedule identifying other substantially identical agreements between the Company and each of its other executive officers and identifying the material differences between each of those agreements and the filed Performance Unit Award Agreement. 14.1(a) Code of Business Conduct and Ethics, effective June 1, 2007. ----------- (a) Filed herewith. EX-10 2 exhibit101.txt PXD EXHIBIT 10.1 EXHIBIT 10.1 RESTRICTED STOCK AWARD AGREEMENT PIONEER NATURAL RESOURCES COMPANY 2006 LONG TERM INCENTIVE PLAN (INSERT DATE OF GRANT) To: _______________________________ Pioneer Natural Resources Company, a Delaware corporation (the "Company"), is pleased to grant you an award (the "Award") to receive an aggregate of __________ shares (the "Restricted Shares") of common stock, par value $0.01, of the Company (the "Stock"). This award is subject to your acceptance of and agreement to all the applicable terms, conditions and restrictions described in this Restricted Stock Award Agreement (the "Agreement") and the Pioneer Natural Resources Company 2006 Long Term Incentive Plan (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 Agreement sets forth the terms of the agreement between you and the Company with respect to the Restricted Shares. By accepting this Agreement, you agree to be bound by all of the terms hereof. 1. Escrow of Restricted Shares. The Company shall, at its sole election, either issue in your name a certificate for the Restricted Shares and retain that certificate for the period during which the restrictions described in Section 3 are in effect, or issue the Restricted Shares in your name electronically and control the Restricted Shares electronically during the period of restriction. You shall, if requested, execute and deliver to the Company a stock power in blank for the Restricted Shares and deliver such stock power to the Company. You hereby agree that the Company shall hold the certificate for, or control electronically, the Restricted Shares and the related stock power pursuant to the terms of this Agreement until such time as the restrictions described in Section 3 lapse as described in Sections 4, 5 and 6, or the Restricted Shares are canceled pursuant to the terms of Section 3. 2. Ownership of Restricted Shares. From and after the time that a certificate (electronic or otherwise) has been issued in your name, you are entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote those shares and to receive dividends thereon if, as and when declared by the Board subject, however, to the terms, conditions and restrictions described in the Plan and in this Agreement. 3. Restrictions. The Restricted Shares are restricted in that they may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of until such restrictions are removed or expire as described in Section 4, 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company. You hereby agree that if the Restricted Shares are forfeited as provided in Section 6, you shall forfeit the Restricted Shares to the Company and all your rights thereto shall terminate without any payment of consideration by the Company. You hereby acknowledge that if issued, the certificate for the Restricted Shares, at the Company's sole discretion, may bear a legend noted conspicuously thereon referring to the terms, conditions, and restrictions described in the Plan and in this Agreement. Any attempt to dispose of any Restricted Shares in contravention of the terms, conditions and restrictions described in the Plan or in this Agreement shall be ineffective. 4. Expiration of Restrictions and Risk of Forfeiture. Subject to the terms and conditions of this Agreement, the restrictions described in Section 3 shall lapse in full on the third anniversary of the date of this Agreement (the "Vesting Date"); provided, however, that such restrictions will expire 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; provided, further, however, that if you cease to be an employee of the Company or of a Subsidiary for any reason after the Vesting Date, all Restricted Shares granted pursuant to this Agreement will survive the termination of employment. 5. Change in Control of the Company. Notwithstanding Section 4 of this Agreement, upon the occurrence of a Change in Control, all of the Restricted Shares subject to this Award shall become immediately and unconditionally vested and unrestricted. 6. Termination of Employment. (a) Termination By Employee Without Good Reason. 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 all Restricted Shares granted pursuant to this Agreement shall become null and void as of the date of such termination. (b) Termination By The Company For Cause. 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 all Restricted Shares granted pursuant to this Agreement shall become null and void as of the date of termination. (c) Termination By The Company Not For Cause Or By Employee For Good Reason. 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 all of the Restricted Shares subject to this Award shall become immediately and unconditionally vested and unrestricted. (d) Other Termination Events. 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: (i) your death; (ii) your Disability; or (iii) your Normal Retirement, then the restrictions on a number of Restricted Shares shall automatically lapse such that the number of Restricted Shares for which the restrictions have lapsed as of your date of termination will be equal to the product of (i) the total number of Restricted Shares granted to you pursuant to this Agreement, 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. The portion, if any, of your Restricted Shares for which restrictions have not lapsed as of the date of the termination of your employment relationship shall become null and void as of the date of termination; provided, however, that the portion, if any, of this Award for which forfeiture restrictions have lapsed as of the date of termination will survive. For purposes of this Section 6(c), "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. 7. 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 the Award of Restricted Shares subject to this Agreement shall be adjusted in the manner consistent with the adjustment provisions provided in Section 9(b) and 9(c)(ii) of the Plan. Unless otherwise determined by the Committee, Stock distributed in connection with a stock split or stock divided shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which suck Stock has been distributed. 8. Delivery of Stock. Promptly following the expiration of the restrictions on the Restricted Shares as contemplated in Sections 4, 5 and 6 of this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate representing the number of Restricted Shares as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be requested. The value of such Restricted Shares shall not bear any interest owing to the passage of time. 9. 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. 10. 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. 11. Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree with the Company that you will keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor militating against the advisability of granting any such future award to you. 12. Payment of Taxes. The Company may from time to time require you to pay to the Company (or the Company's Subsidiary if you are an employee of a Subsidiary of the Company) the amount that the Company deems necessary to satisfy the Company's or its Subsidiary's current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, unless another arrangement is permitted by the Company in its discretion, the Company shall withhold from the shares of Stock to be issued to you the number of shares necessary to satisfy the Company's obligation to withhold taxes, that determination to be based on the shares' Fair Market Value, as defined in the Plan, at the time as of which such determination is made. In the event the Company subsequently determines that the aggregate Fair Market Value, as defined in the Plan, of any shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you shall pay to the Company, immediately upon the Company's request, the amount of that deficiency. 13. Right of the Company and Subsidiaries to Terminate Employment. Nothing contained in this Agreement shall confer upon you the right to continue in the employ of the Company or any Subsidiary of the Company, or interfere in any way with the rights of the Company or any Subsidiary of the Company to terminate your employment at any time. 14. No Liability for Good Faith Determinations. Neither the Company nor the members of the Board and the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder. 15. No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation. 16. Company Records. Records of the Company or its Subsidiaries regarding your period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect. 17. Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein. 18. Notices. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third Business Day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or you may change, at any time and from time to time, by written notice to the other, the address which it or he had previously specified for receiving notices. The Company and you agree that any notices shall be given to the Company or to you at the following addresses: Company: Pioneer Natural Resources Company Attn: Corporate Secretary 5205 N. O'Connor Boulevard, Suite 200 Irving, Texas 75039-3746 Holder: At your current address as shown in the Company's records. 19. Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing. 20. Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns. 21. Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof. 22. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. 23. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine. 24. Amendment. This Agreement may be amended at any time unilaterally by the Company provided that such amendment is consistent with all applicable laws, including Section 409A of the Code, and does not reduce any rights or benefits you have accrued pursuant to this Agreement. This Agreement may also be amended in any manner consistent with all applicable laws, including Section 409A of the Code, by a written consent executed by you and a duly authorized representative of the Company. 25. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan; provided, however, that notwithstanding anything to the contrary herein, any provision of this Agreement that is inconsistent with the provisions of Section 9(c), (e), and (f) of the Plan shall control over such provisions of the Plan. 26. Agreement Respecting Securities Act of 1933. You represent and agree that you will not sell the Stock that may be issued to you pursuant to your Restricted Shares except pursuant to an effective registration statement under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933 (including Rule 144). If you accept this Restricted Stock Award Agreement and agree to its terms and conditions, please so confirm by signing and returning the duplicate of this Agreement enclosed for that purpose. Very Truly Yours, PIONEER NATURAL RESOURCES COMPANY By:______________________________ Name:____________________________ Title:___________________________ Date:____________________________ ACKNOWLEDGED AND AGREED: By: ________________________ Name: ________________________ Schedule I The document to which this Schedule I is attached is the form of Restricted Stock Award Agreement between the Company and each of Scott D. Sheffield and Timothy L. Dove. The form of Restricted Stock Award Agreement between the Company and its other executive officers varies from this Exhibit 10.1 by modifying Section 6 to provide, in its entirety, the following: 6. Termination of Employment. (a) Termination By Employee Without Good Reason. 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 all Restricted Shares granted pursuant to this Agreement shall become null and void as of the date of such termination. (b) Termination By The Company For Cause. 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 all Restricted Shares granted pursuant to this Agreement shall become null and void as of the date of termination. (c) Other Termination Events. 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: (i) your death; (ii) your Disability; (iii) your Normal Retirement; (iv) a termination by you that is a Termination for Good Reason; or (v) a termination by the Company that is not a Termination for Cause, then the restrictions on a number of Restricted Shares shall automatically lapse such that the number of Restricted Shares for which the restrictions have lapsed as of your date of termination will be equal to the product of (i) the total number of Restricted Shares granted to you pursuant to this Agreement, 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. The portion, if any, of your Restricted Shares for which restrictions have not lapsed as of the date of the termination of your employment relationship shall become null and void as of the date of termination; provided, however, that the portion, if any, of this Award for which forfeiture restrictions have lapsed as of the date of termination will survive. For purposes of this Section 6(c), "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. EX-10 3 exhibit102.txt PXD EXHIBIT 10.2 EXHIBIT 10.2 PIONEER NATURAL RESOURCES COMPANY 2006 LONG TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT (INSERT DATE OF GRANT) To: _______________________________ Pioneer Natural Resources Company, a Delaware corporation (the "Company"), is pleased to grant you an award (the "Award") to receive an aggregate of __________ performance units (each, a "Performance Unit") in respect of the period January 1, 2007 through December 31, 2009 (the "Performance Period"). This award is subject to your acceptance of and agreement to all the applicable terms, conditions and restrictions described in this Performance Unit Award Agreement (the "Agreement") and the Pioneer Natural Resources Company 2006 Long Term Incentive Plan (as it may be amended from time to time, 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 Agreement sets forth the terms of the agreement between you and the Company with respect to the Performance Units. By accepting this Agreement, you agree to be bound by all of the terms hereof. 1. Overview of Performance Units. (a) Performance Units Generally. Each Performance Unit represents a contractual right to receive one share of the Company's common stock (the "Common Stock"), subject to the terms and conditions of this Agreement; provided that, based on the relative achievement against each Performance Objective (as defined below), the number of shares of Common Stock that may be deliverable hereunder in respect of the Performance Units may range from 0% to 250% of the number of Performance Units stated in the preamble to this Agreement (such stated number of Performance Units hereafter called the "Initial Performance Units"). Your right to receive Common Stock in respect of Performance Units is generally contingent, in whole or in part, upon (i) the achievement of the performance objective outlined in Section 2 below (the "Performance Objective") and (ii) except as provided in Section 4 or Section 5, your continued employment with the Company or one of its Subsidiaries through the end of the Performance Period. (b) Dividend Equivalents. With respect to each outstanding Performance Unit, the Company shall credit a book entry account with an amount equal to the amount of any cash dividend paid on one share of Common Stock. The amount credited to such book entry account shall be payable to you at the same time or times, and subject to the same terms and conditions as are applicable to, your Performance Units; provided that, if more than the Initial Performance Units shall become payable in accordance with this Agreement, the maximum amount payable in respect of such dividend equivalents shall be the amount credited to your book entry account. Dividends and distributions payable on Common Stock other than in cash will be addressed in accordance with Section 8 hereof. 2. Total Shareholder Return Objective. The Performance Objective with respect to the Initial Performance Units is based on Total Shareholder Return. Total Shareholder Return shall mean, as to the Company and each of the Peer Companies (as defined below), the annualized rate of return shareholders receive through stock price changes and the assumed reinvestment of dividends paid over the Performance Period. Dividends per share paid other than in the form of cash shall have a value equal to the amount of such dividends reported by the issuer to its shareholders for purposes of Federal income taxation. For purposes of determining the Total Shareholder Return for the Company and each of the Peer Companies, the change in the price of the Company's Common Stock and of the common stock of each Peer Company, as the case may be, shall be based upon the average of the closing stock prices of the Company and such Peer Company on each trading day in the 60-day period preceding each of the start (the "Initial Value") and the end (the "Closing Value") of the Performance Period. The Initial Value of the Common Stock to be used to determine Total Shareholder Return over the Performance Period is $41.78 per share. Achievement with respect to this Performance Objective shall be determined based on the Company's relative ranking in respect of the Performance Period with regard to Total Shareholder Return as compared to Total Shareholder Return of the Peer Companies, and shall be determined in accordance with the applicable table as set forth in Appendix A hereto. The applicable table shall be determined based on the number of Peer Companies for the Performance Period. A company shall be a "Peer Company" if it (i) is one of the companies listed on Appendix A hereto and (ii) has a class of common equity securities listed to trade under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), during each day of the Performance Period. The number of Performance Units, if any, determined to be earned pursuant to the applicable table under Appendix A shall be referred to "Earned Performance Units". 3. Conversion of Performance Units; Delivery of Performance Units. Unless an earlier date applies pursuant to Section 4(a), Section 5(c) or Section 6, payment in respect of Earned Performance Units shall be made not later than March 15 of the year following the year in which the Performance Period ends. Unless otherwise determined by the Committee, all payments in respect of Earned Performance Units shall be made in freely transferable shares of Common Stock; provided, however, that if and to the extent that the reservation of the power to settle (as opposed to the act of settling) Performance Units in cash instead of shares would result in an additional financial accounting charge for the Company, the Committee shall not have the right to settle such Performance Units other than in the form of Common Stock (or, if applicable, stock of a Successor Corporation (as defined in Section 5)). Neither this Section 3 nor any action taken pursuant to or in accordance with this Section 3 shall be construed to create a trust of any kind. Any shares of Common Stock issued to you pursuant to this Agreement in settlement of Earned Performance Units shall be in book entry form registered in your name. Any fractional Earned Performance Units shall be rounded up to the nearest whole share of Common Stock. 4. Termination of Employment. (a) Death or Disability. In the event that your employment with the Company or a Subsidiary terminates during the Performance Period due to your death or Disability (as such term is defined in the Severance Agreement between you and the Company or one of its subsidiaries), you shall be deemed to have earned a number of Performance Units equal to the product of (i) and (ii), where (i) and (ii) are: (i) the Initial Performance Units; (ii) a fraction (the "Pro-Ration Fraction"), (A) the numerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month) during the Performance Period during which you were employed and (B) the denominator of which is 36. Distribution of shares of Common Stock in respect of the Performance Units determined to be earned by reason of this Section 4(a) shall be made not later than 75 days following your death or Disability and shall be in full and complete satisfaction of all of your rights (and the rights of any person who derives his, her or its rights from you) under this Agreement. (b) Normal Retirement. In the event that your employment with the Company and each of its Subsidiaries by which you are employed terminates during the Performance Period due to your retirement at or after having attained age 60, you shall be deemed to have earned, as of the end of the Performance Period, that number of Performance Units equal to the product of (i) the number of Earned Performance Units that you would have earned in accordance with Section 2 had you remained employed through the end of the Performance Period multiplied by (ii) the Pro-Ration Fraction. Any portion of the Performance Units that cannot become earned and payable in accordance with the preceding sentence shall terminate and automatically be cancelled as of the date of your termination of employment. Any portion of your Performance Units that is eligible to be earned pursuant to first sentence of this subparagraph (b), but is not earned as of the end of the Performance Period, shall terminate and be canceled upon the expiration of such Performance Period. (c) Termination Without Cause or Termination For Good Reason. In the event that your employment with the Company and each of its Subsidiaries by which you are employed is terminated during the Performance Period (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 (as each such term is defined in the Severance Agreement between you and the Company or one of its subsidiaries), then notwithstanding the terms of any such Severance Agreement you shall be deemed to have earned, as of the end of the Performance Period, the number of Earned Performance Units that you would have earned in accordance with Section 2 had you remained employed through the end of the Performance Period. Any portion of your Performance Units that is eligible to be earned pursuant to the preceding sentence, but is not earned as of the end of the Performance Period, shall terminate and be canceled upon the expiration of such Performance Period. (d) Other Termination of Employment. Unless otherwise determined by the Committee at or after grant, in the event that your employment with the Company or a Subsidiary terminates prior to the end of the Performance Period for any reason other than those listed in Section 4(a), 4(b) or 4(c), all of your Performance Units shall terminate and automatically be canceled upon such termination of employment. 5. Change of Control. Notwithstanding the provisions of Section 1 through Section 4 hereof or the terms of any Change of Control Agreement between you and the Company or a Subsidiary (a "CIC Agreement"), if you have been continuously employed from the grant specified above until the date that the Change of Control occurs (the "Change of Control Date") or you are treated, for purposes of such CIC Agreement, to have remained in employment through the Change of Control Date, upon the occurrence of a Change of Control your rights in respect of the Performance Units shall be determined as provided in Section 5(a). If your employment shall have terminated prior to the Change of Control Date, but at least some of your Performance Units remain outstanding pursuant to Section 4(b) or Section 4(c), your rights in respect of your outstanding Performance Units shall be determined as provided in Section 5(b). (a) If a Change of Control occurs, you will be issued a number of shares of Common Stock equal to the number of Performance Units that would have become Earned Performance Units in accordance with the provisions of Section 2 assuming that: (i) the Performance Period ended on the Change of Control Date and (ii) the determination of whether, and to what extent, the Performance Objective is achieved, is based on actual performance against the stated performance criteria through the Change of Control Date. (b) If your employment terminated prior to the Change of Control Date, but some or all of your Performance Units are still outstanding on such date pursuant to Section 4(b) or 4(c), then, you shall receive a number of shares of Common Stock equal to the product of (A) the number of shares of Common Stock that would have been issued to you in respect to the Initial Performance Units, determined as though Section 5(a) was applicable to you times (B) the Pro-Ration Fraction. (c) Any shares of Common Stock issuable pursuant to this Section 5 shall be issued immediately following (and not later than) 5 business days after the Change of Control Date and shall be fully earned and freely transferable as of the date of the Change of Control. Notwithstanding anything else contained in this Section 5 to the contrary, if the Change of Control involves a merger, reclassification, reorganization or other similar transaction pursuant to which the Common Stock is exchanged for stock of the surviving corporation in such merger, the successor to the corporation or the direct or indirect parent of such a corporation (collectively, the "Successor Corporation"), then you shall receive, instead of each share of Common Stock otherwise deliverable hereunder, the same consideration (whether stock, cash or other property) payable or distributable in such transaction in respect of a share of Common Stock. Any property distributed pursuant to this Section 5(c), whether in shares of the Successor Corporation or otherwise, shall in all cases be freely transferable without any restriction (other than any such restriction that may be imposed at applicable law), and any securities issued hereunder shall be registered to trade under the 1934 Act, and shall have been registered under the Securities Act of 1933, as amended (the "1933 Act"). (d) Notwithstanding anything else contained in this Section 5 to the contrary, the Committee may elect, at its sole discretion by resolution adopted prior to the Change of Control Date, to satisfy your rights in respect of the Performance Units (as determined pursuant to the foregoing provisions of this Section 5), in whole or in part, by making a cash payment to you within 5 business days of the Change of Control Date in respect of all such Performance Units or such portion of such Performance Units as the Committee shall determine. Any cash payment for any Performance Unit shall be equal to the Fair Market Value of the number of shares of Common Stock into which it would convert, determined on the Change of Control Date. 6. Nontransferability of Awards. The Performance Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Following your death, any shares distributable (or cash payable) in respect of Performance Units will be delivered or paid, at the time specified in Section 3 or, if applicable, Section 4 or Section 5, to your beneficiary in accordance with, and subject to, the terms and conditions hereof and of the Plan. 7. Beneficiary Designation. You may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom shall be delivered or paid under this Agreement following your death any shares that are distributable or cash payable hereunder in respect of your Performance Units at the time specified in Section 3 or, if applicable, Section 4 or Section 5. Each designation will revoke all prior designations, shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Committee during your lifetime. In the absence of any such effective designation, shares issuable in connection with your death shall be paid by your surviving spouse, if any, or otherwise to your estate. 8. Adjustments in Respect of Performance Units. In the event of any common stock dividend or common stock split, recapitalization (including, but not limited to, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders (other than cash dividends), exchange of shares, or other similar corporate change with regard to the Company or any Peer Company, appropriate adjustments shall be made by the Committee to the Initial Value of the corresponding common stock, and, if any such event occurs with respect to the Company, in the aggregate number of Performance Units subject to this Agreement. The Committee's determination with respect to any such adjustment shall be conclusive. 9. Effect of Settlement. Upon conversion into shares of Common Stock (or Successor Corporation common stock) pursuant to Section 3 or Section 5, a cash settlement of your rights, at the election of the Committee at its sole discretion pursuant to Section 3 or Section 5(d), or a combination of the issuance of Common Stock and the payment of cash in accordance with any applicable provisions of this Agreement, all of your Performance Units subject to the Award shall be cancelled and terminated. If and to the extent that you are still employed at the end of the Performance Period, and none of your Performance Units shall have become earned in accordance with the terms of this Agreement, all such Performance Units subject to the Award shall be cancelled and terminated. 10. 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. 11. 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. 12. Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree with the Company that you will keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor militating against the advisability of granting any such future award to you. 13. Payment of Taxes. The Company may from time to time require you to pay to the Company (or the Company's Subsidiary if you are an employee of a Subsidiary of the Company) the amount that the Company deems necessary to satisfy the Company's or its Subsidiary's current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, unless another arrangement is permitted by the Company in its discretion, the Company shall withhold from the shares of Common Stock to be issued to you the number of shares necessary to satisfy the Company's obligation to withhold taxes, that determination to be based on the shares' Fair Market Value, as defined in the Plan, at the time as of which such determination is made. In the event the Company subsequently determines that the aggregate Fair Market Value, as defined in the Plan, of any shares of Common Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you shall pay to the Company, immediately upon the Company's request, the amount of that deficiency. 14. Right of the Company and Subsidiaries to Terminate Employment. Nothing contained in this Agreement shall confer upon you the right to continue in the employ of the Company or any Subsidiary of the Company, or interfere in any way with the rights of the Company or any Subsidiary of the Company to terminate your employment at any time. 15. No Liability for Good Faith Determinations. Neither the Company nor the members of the Board and the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Performance Units granted hereunder. 16. No Guarantee of Interests. The Board and the Company do not guarantee the Common Stock of the Company from loss or depreciation. 17. Company Records. Records of the Company or its Subsidiaries regarding your period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect. 18. Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein. 19. Notices. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third Business Day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or you may change, at any time and from time to time, by written notice to the other, the address which it or he had previously specified for receiving notices. The Company and you agree that any notices shall be given to the Company or to you at the following addresses: Company: Pioneer Natural Resources Company Attn: Corporate Secretary 5205 N. O'Connor Boulevard, Suite 200 Irving, Texas 75039-3746 Holder: At your current address as shown in the Company's records. 20. Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing. 21. Successor. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns. 22. Headings The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof. 23. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock. 24. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Common Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine. 25. Amendment. This Agreement may be amended at any time unilaterally by the Company provided that such amendment is consistent with all applicable laws, including Section 409A of the Code, and does not reduce any rights or benefits you have accrued pursuant to this Agreement. This Agreement may also be amended in any manner consistent with all applicable laws, including Section 409A of the Code, by a written consent executed by you and a duly authorized representative of the Company. 26. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan; provided, however, that notwithstanding anything to the contrary herein, any provision of this Agreement that is inconsistent with the provisions of Section 9(c), (e), and (f) of the Plan shall control over such provisions of the Plan. 27. Agreement Respecting Securities Act of 1933. You represent and agree that you will not sell the Common Stock that may be issued to you pursuant to your Performance Units except pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption from registration under the 1933 Act (including Rule 144). 28. No Shareholder Rights. The Performance Units granted pursuant to this Agreement do not and shall not entitle you to any rights as a shareholder of Common Stock until such time as you receive shares of Common Stock pursuant to this Agreement. Your rights with respect to the Performance Units shall remain forfeitable at all times prior to the date on which rights become earned in accordance with this Agreement. If you accept this Performance Unit Award Agreement and agree to its terms and conditions, please so confirm by signing and returning the duplicate of this Agreement enclosed for that purpose. Very Truly Yours, PIONEER NATURAL RESOURCES COMPANY By:______________________________ Name:____________________________ Title:___________________________ Date: ___________________________ ACKNOWLEDGED AND AGREED: By: _____________________________ Name: _____________________________ Appendix A Determination of Performance Units Earned Peer Companies: Apache Corporation Plains Exploration and Production Company Chesapeake Energy Corporation Pogo Producing Company Cimarex Energy Co. Quicksilver Resources Inc. EOG Resources, Inc. Range Resources Corporation Newfield Exploration Company XTO Energy Inc. Noble Energy, Inc. In addition, if and solely to the extent that at the end of the Performance Period the number of companies listed above that qualify as Peer Companies is less than seven, then such number of the following additional companies (selected in the order presented below) as is necessary to have seven Peer Companies shall be treated as though Peer Companies for the entire Performance Period, provided that each such additional company satisfies the requirement to be a Peer Company throughout the Performance Period. If, after adding all eligible alternative companies, the number of companies qualifying as Peer Companies for the Performance Period is less than seven, the Committee shall, in good faith, determine the percentage of the Performance Units earned in a manner consistent with the requirements to qualify the Performance Units as performance-based compensation exempt from the limitations imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended. Alternate Peer Companies: Forest Oil Corporation Southwestern Energy Company Ultra Petroleum Corp.
11 Peer Companies 10 Peer Companies 9 Peer Companies 8 Peer Companies 7 Peer Companies Percentage of Percentage of Percentage of Percentage of Percentage of Rank Initial Initial Initial Initial Initial Against Performance Performance Performance Performance Performance Peers Units Earned Units Earned Units Earned Units Earned Units Earned -------- -------------- -------------- -------------- -------------- -------------- 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%
Schedule I The document to which this Schedule I is attached is the form of Performance Unit Award Agreement between the Company and each of Scott D. Sheffield and Timothy L. Dove. The form of Performance Unit Award Agreement between the Company and its other executive officers varies from this Exhibit 10.2 by modifying Section 4(c) to provide, in its entirety, the following: (c) Termination Without Cause or Termination For Good Reason. In the event that your employment with the Company and each of its Subsidiaries by which you are employed is terminated during the Performance Period (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 (as each such term is defined in the Severance Agreement between you and the Company or one of its subsidiaries), you shall be deemed to have earned, as of the end of the Performance Period, that number of Performance Units equal to the product of (i) the number of Earned Performance Units that you would have earned in accordance with Section 2 had you remained employed through the end of the Performance Period multiplied by (ii) the Pro-Ration Fraction. Any portion of the Performance Units that cannot become earned and payable in accordance with the preceding sentence shall terminate and automatically be cancelled as of the date of your termination of employment. Any portion of your Performance Units that is eligible to be earned pursuant to the second preceding sentence, but is not earned as of the end of the Performance Period, shall terminate and be canceled upon the expiration of such Performance Period. EX-14 4 exhibit141.txt PXD EXHIBIT 14.1 EXHIBIT 14.1 VALUES IN ACTION Code of Business Conduct and Ethics 1 NON-RETALIATION POLICY Each Pioneer director, officer and employee has an obligation to report possible violations of this Code so that the conduct can be considered and Pioneer can be assured the conduct complies with its culture of integrity. The Company will not take any adverse action against any person for providing truthful information relating to a violation of law or Company policy. The Company will not tolerate any retaliation against persons asking questions or making good faith reports of possible violations of this Code. Any employee who retaliates or attempts to retaliate will be disciplined. Any person who believes he or she has been retaliated against should immediately contact one of the persons listed in the "Getting Help" section of this Code or the Compliance Line at the number listed below. Pioneer Natural Resources Compliance Line In the U.S. 1-800-750-4972 Outside the U.S. +1-704-973-0365 (call collect) The Compliance Line is available 24 hours a day, 7 days a week. No one making a report to the Compliance Line will be required to provide their name or other identifying information, and no caller I.D. or recording devices will be used. 2 Table of Contents Who is Covered by this Code....................................................5 Getting Help...................................................................5 Introduction...................................................................6 Disclosures and Approvals...................................................7 Waivers of this Code........................................................7 The Places We Work.............................................................8 Safety......................................................................8 Toxic Substances............................................................9 Discrimination..............................................................9 Harassment..................................................................9 Prohibited Substances.......................................................9 Workplace Violence.........................................................10 Firearms and Weapons.......................................................10 Our Relationship to Pioneer...................................................11 Conflicts of Interest......................................................11 Outside Activities.........................................................11 Employment..............................................................11 Service on Other Boards.................................................11 Industry Activities.....................................................12 Investments................................................................12 Loans......................................................................12 Accepting Gifts and Entertainment..........................................12 Corporate Opportunities....................................................13 Confidentiality of Pioneer Information.....................................15 Protection of Company Assets...............................................15 Records Creation...........................................................15 Records Management.........................................................16 Cooperation with Company Investigations....................................16 Cooperation with Auditors..................................................16 Pioneer's Relationship to Others..............................................17 The Environment............................................................17 Public and Securities Markets..............................................17 Insider Trading.........................................................17 Authorized Public Disclosure............................................18 Unauthorized Corporate Communications...................................18 Fair Dealing...............................................................18 Competitors and the Oil and Gas Market.....................................18 Commercial Kickbacks.......................................................19 Trade Secrets of Others....................................................19 3 Intellectual Property of Others............................................19 U.S. Government and Elected Officials......................................20 Political Contributions.................................................20 Foreign Governments and Elected Officials..................................21 Bribery of Government Officials.........................................21 Export Controls.........................................................22 U.S. Anti-boycott Law...................................................22 U.S. Sanctions / Prohibited Parties.....................................23 Cooperation in Government Investigations...................................23 ================================================================================ Index to Quick Study Tables The Places We Work..................................................... Page 10 Our Relationship to Pioneer.....................................Pages 14 and 17 Pioneer's Relationship to Others................................Pages 20 and 24 ================================================================================ 4 Who is Covered by this Code This Code of Business Conduct and Ethics (this "Code") applies to all Pioneer employees, officers and directors and all contractors working at Pioneer facilities or on behalf of Pioneer. Unless stated otherwise or the context otherwise requires, when the term "employee" is used in this Code, it includes all employees (including temporary employees and interns), officers and directors and all contractors working at Pioneer facilities or on behalf of Pioneer. When used in this Code, "Pioneer" or the "Company" means Pioneer Natural Resources Company and its subsidiaries and affiliates. Getting Help Our high ethical expectations and those of our stockholders require that Pioneer employees work together to comply with this Code. All Pioneer employees have a responsibility to read and understand this Code and report any action or occurrence that does not meet the expectations of this Code. This Code may not answer all of your questions. Or you may, during your employment or interaction with Pioneer, encounter a situation not addressed by this Code. You may also face a situation that makes you wonder if you or someone else has a conflict of interest and can not act solely in Pioneer's best interest. It is your responsibility to read and become familiar with the contents of this Code and to recognize and comply with the policies, rules and guidelines contained in it. You are also responsible for seeking out answers about the application of this Code. Pioneer is serious about the expectations set out in this Code; therefore, a lack of understanding the Code will not be an excuse for violating it. There are several ways to ask questions or to report a concern related to this Code. Use the method you are most comfortable with, but let someone in the list below know. And if that person does not respond in a way that satisfies you, let someone else on the list know. * Talk to your supervisor or another supervisor. * Talk to someone in the Human Resources Department. * Talk to the Company's Chief Compliance Officer or someone in the Legal Department by calling the corporate headquarters office at +1-972-444-9001 or 1-800-242-2607. * Talk to someone in the Global Security Department by calling the corporate headquarters office at +1-972-444-9001 or 1-800-242-2607. * Contact the Compliance Line o In the U.S.: 1-800-750-4972 o Outside the U.S.: +1-704-973-0365 (call collect) The Compliance Line is available 24 hours a day, 7 days a week. No one making a report to the Compliance Line will be required to provide their name or other identifying information, and no caller I.D. or recording devices will be used. A means for interested parties to contact the Board of Directors directly (including the Lead Director) has been established and is published on the Company's website at www.pxd.com. 5 Introduction Pioneer's longstanding policy is to comply with the letter and spirit of the laws that govern the Company's business. Pioneer's commitment to honest and ethical conduct extends beyond compliance with all laws and regulations. Pioneer expects each employee to also act with integrity in everything he or she does. Thus, Pioneer requires all employees to comply with the standards set forth in this Code. Pioneer cares about how business results are obtained, not just that they are obtained. Pioneer will support any employee who passes up an opportunity or advantage that would sacrifice our ethical standards. In assessing whether an opportunity or advantage would risk sacrificing those standards, Pioneer employees should consider the following: * Do I have enough information to adequately assess the possible benefits or risks of the opportunity or advantage? Have I provided all of the pertinent information that Pioneer's decision makers will need to evaluate whether or not Pioneer can ethically and legally approve this opportunity or advantage? * Would taking the opportunity or advantage: o violate the letter or spirit of any applicable law or regulation? o create a conflict between my personal interests and the interests of the Company, or otherwise violate the letter or spirit of this Code? o cause any individual or the Company to fail to meet any of his, her or its commitments? o be consistent with my personal principles? * Would I feel uncomfortable: o telling my family about my decision or action? o telling a government investigator or a jury about my decision or action? o seeing my photograph in my local newspaper next to a report about my decision or action? Pioneer employees who have any uncertainty about whether taking any action would violate our ethical standards should discuss the matter with their supervisor (or in the case of directors, with fellow directors) or seek advice from those listed in the "Getting Help" section of this Code. As part of Pioneer's commitment to maintaining the highest standards of conduct, each Pioneer employee has an obligation to report possible violations of this Code so that the conduct can be examined and Pioneer can be assured the conduct complies with its culture of integrity. In addition, directors, officers and supervisors of other employees are responsible for * setting the proper tone through their own conduct, and * ensuring those who report to them understand the laws and policies that apply to their jobs and have taken necessary training on relevant compliance matters. In particular, directors, officers and supervisors have a special duty of candor in these areas; attempts by them to conceal information from other members of higher management might be seen 6 by subordinates or others as a signal that Pioneer's policies and rules can be disregarded when inconvenient. In selecting contractors, Pioneer will take into account the ability and willingness of contractor candidates to comply with this Code. In selecting vendors, Pioneer will take into account the vendor candidate's commitment not to place Pioneer employees in situations that would cause them to violate this Code. Violations of this Code or other Pioneer policies will subject the violating employee to discipline, which may include, without limitation, a warning, suspension with or without pay and termination of employment. ================================================================================ Please Note * This Code does not set out every one of Pioneer's policies, nor all the details of policies related to the topics described. If this Code conflicts with another Pioneer policy, you should seek clarification and direction from your supervisor. * Pioneer policies can be created or changed at any time, and Pioneer can interpret its policies in its discretion. Pioneer requires its employees to understand all the details of those policies and to comply with any new or changed policies as they are communicated. * For employees working in foreign jurisdictions, if complying with this Code would violate local law, those employees must follow local law. If local custom or policy conflicts with this Code, Pioneer expects this Code to be followed, even if the price is the loss of business for Pioneer. ================================================================================ Disclosures and Approvals The forms for use in making the disclosures and obtaining the approvals required by this Code are available on the Pioneer portal or from the Chief Compliance Officer. Unless otherwise specified, whenever this Code requires the approval of any relationship, investment, action or event, approval must be obtained in advance from a member of the Pioneer Management Committee, if sought by an employee other than a director or member of the Management Committee; from the CEO, if sought by another member of the Management Committee; or from the Board of Directors or its authorized committee, if sought by the CEO or a director. To the extent that any relationship, investment, action or event was disclosed or approved pursuant to a prior code of conduct of the Company, it need not be disclosed or approved again following the adoption of this Code. Relationships, investments, actions or events existing or pending at the time that this Code is adopted that were not required to be disclosed or approved under a prior code of conduct but are required to be disclosed or approved under this Code shall be disclosed as soon as practicable, although approval shall not be required. Waivers of this Code Waivers of this Code are disfavored and will not be granted to executive officers or directors. Waivers of this Code for other employees will only be granted when exceptional circumstances apply. As a case may dictate, a waiver may be accompanied by additional requirements or controls put in place to protect Pioneer's interests. 7 It is recognized that there will be questions about the application of this Code to specific situations and requests for the approvals permitted under this Code. In determining that the Code is not applicable or by granting a permitted approval, the Company is not waiving the provisions of this Code. Additionally, it shall not constitute a violation of this Code if a director or executive officer of the Company makes a disclosure or requests an approval required under this Code after the occurrence of the related investment, action or event, so long as (i) the executive officer or director timely discloses the investment, action or event, (ii) the investment, action or event does not otherwise constitute a violation of this Code or require a waiver of this Code and (iii) if approval is required, the investment, action or event is approved (or ratified) in accordance with this Code. In certain instances this Code speaks to the need for employees to comply with other Company policies and procedures, either generally or specifically. In doing so, it is not intended that a violation or waiver of another Company policy will constitute a violation or waiver of this Code. Rather, such matters will be addressed under the specific terms of those policies and procedures and the Company's disciplinary procedures. To ensure that waivers of this Code will be considered at the highest levels of the Company, only the Pioneer Management Committee is authorized to grant waivers permitted by this Code. For employees other than executive officers and directors, requests for waivers along with any supporting documentation should be submitted in writing to the Pioneer Management Committee member to whom the employee ultimately reports with copies to the Chief Compliance Officer and the General Counsel. A Pioneer Management Committee member receiving a request for a waiver will distribute a copy of the request and supporting material to the full Committee. Any waiver will be disclosed to the extent and in the manner required by applicable law and regulation. The Places We Work Safety Pioneer's goal is to conduct its operations in a manner that protects the safety of employees, others involved in its operations and the public. Accident prevention is everyone's job and Pioneer employees each have a responsibility not to endanger themselves or others. Pioneer employees must learn the safety procedures relevant to their jobs and not begin or continue with any work activity that is contrary to those procedures. Any Pioneer employee uncertain of the safety procedures relevant to an operation must seek out a supervisor and be trained in those procedures before beginning the operation. In addition, Pioneer employees must use safety equipment as required by law, regulation and Pioneer procedures, manuals, handbooks and guidelines. Pioneer employees are expected to correct or report safety hazards as required by law, regulation and Pioneer procedures, and to report all workplace accidents no matter how minor. Supervisors are responsible for ensuring that Pioneer complies with workplace accident reporting regulations. Pioneer employees must learn emergency procedures for accidents and natural disasters at their work sites. Supervisors are expected to ensure the employees who report to them are aware of these emergency procedures. In order to promote safety at Pioneer facilities, the Company reserves the right to conduct searches on its property and to authorize searches by law enforcement on its property, in either case with or without employees being present. As circumstances warrant and as is consistent with applicable law, 8 any person or vehicle entering a Pioneer facility is subject to search for weapons, alcohol, drugs or any other prohibited items or substances. Toxic Substances Because an accident could have serious consequences, Pioneer employees must pay special attention to safety and legal requirements for the storage, use and disposal of toxic substances. Pioneer recognizes that the misuse of toxic substances could have a substantial adverse effect on its employees, people living or working near a Pioneer facility and the environment, and Pioneer is committed to safe practices with regard to toxic substances. Discrimination Pioneer provides equal employment opportunity to each individual qualified to perform the Company's job requirements, regardless of the individual's race, color, sex, religion, national origin, age, disability, pregnancy, veteran or marital status or status in any other group protected by law. Pioneer recognizes that its greatest assets are its employees and that the proper utilization, development and protection of Pioneer's human resources are the keys to continued success. Pioneer will not tolerate illegal discrimination in hiring, work assignments, promotion, compensation or any other aspect of the employment relationship. Consistent with this Code and legal requirements, Pioneer will make reasonable accommodations to the known limitations of qualified employees or applicants with disabilities, unless doing so would create undue hardship on the operation of the business or cause a threat to the safety of co-workers or others. Harassment Harassment or intimidation on any basis, including race, gender or disability, is unacceptable at any Pioneer workplace or Company-sponsored event and will not be tolerated. Pioneer expects each employee to contribute to a workplace that encourages respect for the contribution of co-workers to Pioneer's operations and that is free of derogatory or discriminatory materials, statements or remarks. The Company will not tolerate harassing, intimidating, offensive or hostile comments or behavior based on a co-worker's (or anyone else's) race, color, sex, religion, national origin, citizenship, age, disability, pregnancy, veteran or marital status or status in any other group protected by law. Pioneer also will not tolerate situations in which an employee must submit to inappropriate conduct of this type to obtain or maintain employment, compensation or promotion. ================================================================================ Supervisors and managers have a particular responsibility to maintain a workplace free from discrimination and harassment and to promptly identify and resolve any such issues. ================================================================================ Prohibited Substances No one may use, possess, manufacture, distribute, dispense, conceal, receive, transport or be under the influence of alcoholic beverages, controlled substances, illegal drugs, drug paraphernalia or prescription drugs prescribed for another during working hours, or at any time at a Pioneer facility, in Company vehicles, while on Company business or, except as described below, at Company-sponsored functions. In addition, Pioneer may restrict the work activity or presence at a Pioneer facility of anyone taking a properly prescribed drug that produces 9 hazardous or unsafe effects, or affects an individual's job performance or safety. Employees should inform their supervisor if they are taking any medication that may produce these effects. It is recognized that on occasion Pioneer may serve alcoholic beverages in connection with a Company-sponsored function. In those situations, employees are expected to exercise good judgment and moderation in their personal consumption. To the extent consistent with applicable law, Pioneer employees may also be required to submit to testing to determine the presence of illegal or unauthorized substances. Workplace Violence Pioneer will not tolerate threats or acts of violent behavior against co-workers, vendors, customers or others while conducting Company business or at Company-sponsored functions, in or out of the workplace, on or off the clock. Any Pioneer employee who becomes aware of a threat or act of violent behavior (including by a third party) that has affected or may affect a Pioneer facility or the people at or near the facility, should immediately notify his or her supervisor of the details of the act or threat. Supervisors who receive such a notification should immediately notify Pioneer's Global Security Department. Nothing in this Code prevents or discourages a report being made directly to any regulatory body or law enforcement agency. Firearms and Weapons Only authorized persons are permitted to possess (on their person or in a locker or Company or personal vehicle) firearms or weapons on Company premises or while on Company business. No Pioneer employee may possess (on their person or in a locker or Company or personal vehicle) firearms, weapons, explosives or other dangerous items or substances of any kind on Company premises or while on Company business, unless approved. ================================================================================ Quick Study * Learn the safety and emergency procedures relevant to your job and workplace. * Do not begin or continue with work activity that is contrary to those procedures. If you are unsure whether a work activity complies with these procedures, stop and ask. * Pay special attention to safety and legal requirements for the storage, use and disposal of toxic substances. * Illegal discrimination in hiring, work assignments, promotion, compensation or any other aspect of the employment relationship is unacceptable. * Do not harass or intimidate anyone on any basis at any Pioneer workplace or Company-sponsored event. * Do not use, possess, manufacture, distribute, dispense, conceal, receive, transport or be under the influence of alcoholic beverages, controlled substances, illegal drugs, drug paraphernalia or prescription drugs prescribed for another during working hours, or at any time at a Pioneer facility, in Company vehicles, while on Company business or at Company-sponsored functions (although moderate consumption of alcohol served at Company-sponsored functions is permitted). * Notify your supervisor of any threat of violent behavior, or an act of violent behavior, that has affected or may affect a Pioneer facility or the people at or near the facility. * Do not possess (on your person or in a locker or Company or personal vehicle) firearms, weapons, explosives or other dangerous items or substances of any kind on Company premises or while on Company business unless approved to do so. ================================================================================ 10 Our Relationship to Pioneer Pioneer employees have been entrusted with the success of the Company. This trust requires care in the way we act towards the Company, its assets and its business. Conflicts of Interest Pioneer employees shall avoid any conflict between their personal interests and the interests of the Company, and may not have any outside interest, investment or business relationship that dilutes their loyalty to the Company. A "conflict of interest" is any situation that prohibits an employee from working solely in Pioneer's best interests. It is not feasible to identify every activity that might give rise to a conflict of interest. The most common conflicts of interest occur in the areas of outside activities, investments, loans, gifts and entertainment, and personal use of corporate opportunities. Pioneer recognizes that a conflict of interest could arise without the willful action of an individual. A Pioneer employee who senses involvement in a possible conflict of interest situation is required to disclose that matter to his or her supervisor (or, in the case of a director, to the Board of Directors or its authorized committee), making a full report of all pertinent facts and circumstances. Each situation will be judged on its merits considering the duties of the employee and the relative significance of the factors involved. To avoid a possible conflict of interest, Pioneer may propose to modify the duties (and, if advisable, the compensation) of an employee found to have a possible conflict of interest until such time as the possible conflict is resolved. Supervisors who receive such reports are specially charged with ensuring that all appropriate Pioneer personnel are aware of the possible conflict. Outside Activities Employment. Unless approved, no Pioneer employee may undertake employment with, or serve as a director or trustee of or a consultant to any organization that does business, seeks to do business or competes with Pioneer. Pioneer employees must disclose to their supervisor (or, in the case of a director, to the Board of Directors or its authorized committee) when an immediate family member (child, stepchild, parent, stepparent, spouse, sibling or in-law) is employed by, is a director or trustee of, or is a consultant to, any organization that does business, seeks to do business or competes with Pioneer. The Pioneer employee may not participate in any decisions that relate to that organization. Service on Other Boards. Service as a director, trustee or similar position for a private for-profit entity requires approval. Service as a director, trustee or similar position for a publicly-traded entity is generally discouraged and requires the consent of the Board of Directors or its authorized committee. No review or approval is required for service on the board of a not-for-profit charitable, educational or community organization whose activities are unrelated to Pioneer's business or activities. Employees may serve as directors, trustees or in similar positions of affiliated companies and such service may be part of their normal work assignments. This section is not applicable to members of the Company's Board of Directors, whose service on other boards is governed by the Company's Corporate Governance Guidelines. 11 Industry Activities. Pioneer employees participating in or taking positions with industry trade associations must receive the prior written approval of their supervisor. When acting on behalf of an industry or trade organization, Pioneer employees should take care to ensure that their actions are seen as those of the organization and not of Pioneer. Investments In order to preserve the loyalty of Pioneer's employees, the following investments require approval (or, if such an investment is made without willful action on the part of the employee, the investment shall be disclosed): * Ownership, by an employee or any immediate family member, of any financial interest in any non-public enterprise that does business, seeks to do business or competes with Pioneer. * Ownership, by an employee or immediate family member, of 2% or more of the outstanding shares of any publicly-traded entity that does business, seeks to do business or competes with Pioneer, or ownership of any lesser financial interest in a publicly-traded entity where the employee is in a position to influence decisions with respect to that entity and the investment is of a size or nature that tends to influence the employee's business decisions or compromise the employee's independent judgment. * Ownership, by an employee or immediate family member, of a contractual or real property interest (including royalty, working interest, net profits interest, etc.) in any property owned or operated by Pioneer, other than an interest acquired through a Pioneer-sponsored program. * Any other personal investment that has the effect of diluting the employee's loyalty to Pioneer. Loans Loans to, or guarantees of obligations of, directors, executive officers, or members of their families are specifically prohibited to the full extent required by applicable law or regulation or by the listing standards of the New York Stock Exchange. Pioneer employees may make loans with financial institutions with which Pioneer does business (or that seek to do business with Pioneer) only on arms-length terms available to similarly situated individuals in the general public. Pioneer employees may not otherwise make loans with, or accept guarantees of loans from, organizations that do business, seek to do business or compete with Pioneer. Accepting Gifts and Entertainment Neither Pioneer employees nor their immediate family members will solicit or accept gifts or entertainment or business courtesies of a size or nature that tends to influence the Pioneer employee's business decisions or compromise the Pioneer employee's independent judgment from organizations doing business, seeking to do business or competing with Pioneer. Nor will Pioneer employees or their immediate family members solicit or accept gifts, entertainment or business courtesies (1) where the full facts are concealed by the employee, (2) resulting in special or favored treatment for the donor, (3) creating or implying a business obligation, or (4) otherwise creating a conflict between the Pioneer employee's personal interests and the best interests of Pioneer. Under no circumstances may cash gifts be solicited or accepted. Subject to the limitations above, Pioneer employees may accept customary business courtesies such as meals and refreshments for immediate consumption and entertainment, and routine promotional 12 gifts and other items having a value that would not tend to influence business decisions or compromise the employee's independent judgment. Employees should take care that the frequency and value of these courtesies do not imply a business obligation or otherwise create a conflict of interest. To avoid the appearance that the giving of gifts to Pioneer employees or their immediate family members is the way to obtain or maintain Pioneer business, Pioneer will require disclosure of gifts or entertainment of a size or nature that could be seen as capable of influencing business decisions or compromising independent judgment. Examples of such gifts or entertainment include: * Discounts outside the ordinary course of the grantor's business * Golf, hunting or fishing trips or outings * Tickets to performances or sporting events * Services, sponsorships or contributions * Any gift, entertainment, sponsorship or contribution solicited by the employee * Any other special or unusual favors or considerations Pioneer employees should familiarize themselves with all other Company policies and procedures regarding the acceptance and disclosure of gifts. Pioneer employees and their immediate family members should consider seeking approval prior to soliciting or accepting any gifts, entertainment, sponsorships or contributions from organizations doing business, seeking to do business or competing with Pioneer, since a determination after solicitation or acceptance that the action violates this Code would subject the employee to discipline. Corporate Opportunities Pioneer employees must not make use of business opportunities discovered or learned through the use of Pioneer property, information or the employee's position at Pioneer for personal gain or for the benefit of an immediate family member, except under the limited circumstances described below. Pioneer expects every employee to work to promote the business and legitimate interests of the Company. No Pioneer employee may take personal advantage of a business opportunity learned through the use of Pioneer property, information or the employee's position at Pioneer unless such opportunity has been rejected in writing by the Company and the employee would not be prohibited from taking advantage of the opportunity by this Code or any other Company policy. The Company's rejection must be received from the Management Committee (or, if a Management Committee member or a director wishes to take advantage of the opportunity, from the Board of Directors or its authorized committee). 13 ================================================================================ Quick Study * Avoid any conflict between your personal interests and the interests of the Company. * Obtain approval prior to serving as an employee, director, trustee or consultant of any organization that does business, seeks to do business or competes with Pioneer. Disclose to your supervisor when an immediate family member has such a position. * Do not serve as a director, trustee or similar position with any other public or private for-profit entity without approval. * Obtain your supervisor's approval prior to participating in or taking a position with an industry trade association. * Obtain approval (or provide disclosure, as required) of personal investments by you or immediate family members that have the effect of diluting your loyalty to Pioneer, including: o Ownership of any financial interest in a non-public enterprise that does business, seeks to do business or competes with Pioneer; o Ownership of 2% or more of the outstanding shares of a public entity that does business, seeks to do business or competes with Pioneer, or ownership of any lesser financial interest in a public entity where the investment is of a size or nature that tends to influence the employee's business decisions; o Ownership of an interest in any real property owned or operated by Pioneer, other than an interest acquired through a Pioneer-sponsored program. * Loans with financial institutions with which Pioneer does business (or that seek to do business with Pioneer) must be on arms-length terms. Do not otherwise make loans with or accept guarantees of loans from organizations that do business, seek to do business or compete with Pioneer. * Do not solicit or accept gifts of a size or nature that tends to influence your business decisions or compromise your independent judgment from any organization that does business, seeks to do business or competes with Pioneer. * Disclose gifts or entertainment of a size or nature that could be seen as capable of influencing business decisions, such as golf, hunting or fishing trips or outings; gifts, entertainment, sponsorships or contributions solicited from others by you; tickets to performance or sporting events; services, sponsorships or contributions; or other special or unusual favors or considerations. * Do not take personal advantage of opportunities discovered or learned through the use of Pioneer property, information or position, unless rejected by Pioneer. ================================================================================ 14 Confidentiality of Pioneer Information Pioneer employees must protect from unauthorized disclosure all confidential information disclosed to them by or on behalf of the Company or otherwise acquired during the course of employment. This includes information disclosed by Pioneer's customers, partners, vendors and agents. Pioneer has invested significant resources in the development of business plans and processes that give it a competitive advantage in the market. The investment in these assets must be protected. Pioneer employees must comply with all Company security procedures related to its information assets and systems. Consistent with Pioneer's privacy policies, Pioneer employees should be given access to employee personal data and personal information only on a "need to know" basis, and employees with such access must limit their use of the information to the business purpose for which they were given access. In addition, Pioneer has an obligation to protect the confidential information given to the Company by others. Pioneer employees given access to such information must limit their use of that information to the purpose for which they were given access. The obligation to preserve confidential, proprietary or privileged Pioneer information continues even after the employment or contractual relationship with Pioneer ends. Protection of Company Assets Pioneer expects its employees to comply with all Company security procedures for protecting Company assets and to use them for business purposes. Pioneer expends considerable resources to develop and maintain assets used in its business. Pioneer equipment and supplies are not acquired or maintained for personal use by employees. All Pioneer employees must protect Pioneer assets and ensure their efficient use. Waste, carelessness and theft all have a direct impact on Pioneer's profitability. Pioneer employees must use the Company's assets, especially personal electronic devices such as computers, PDAs and mobile phones, and electronic information or access, in a manner consistent with the legitimate business interests of the Company and Company policies. Any incidental personal use should be limited and must not interfere with the Company's operations. Employees should not have any expectation of privacy when using Company assets. Protecting Pioneer's assets includes the obligation to ensure that, in dealing with vendors, Pioneer gets the value for which it paid. Employees should remain vigilant that invoices are accurate and materials and services meet the required specifications. Records Creation Pioneer employees must prepare records accurately, completely and on time. All funds, assets, receipts and disbursements of the Company must be properly recorded on the books of the Company. In particular: * No accounts will be established or maintained for purposes that are not fully, fairly and accurately reflected on Pioneer's books and records. * No funds or other assets will be received or disbursed without being fully, fairly and accurately reflected on Pioneer's books and records. 16 * No false, fictitious or intentionally misleading entries will be made on Pioneer's books or records, and no false or misleading reports pertaining to Pioneer or its operations shall be prepared or distributed. The falsification or alteration of a Company record to impede an investigation, audit or lawsuit may result in significant criminal penalties for the individual involved and Pioneer. Any Pioneer employee who is asked, encouraged or coerced into preparing an inaccurate record must immediately report that fact utilizing one of the avenues listed in the "Getting Help" section of this Code. Records Management Every Pioneer employee is expected to be familiar with the requirements of Pioneer's information management policies. Any employee with a question about whether a Pioneer record must be retained or may be disposed of should contact the Records Management Department. The disposal or alteration of a Company record to impede an investigation, audit or lawsuit may result in significant criminal penalties for the individual involved and Pioneer. Any Pioneer employee who is asked, encouraged or coerced into destroying a Company record for these purposes must immediately report that fact to the Legal Department or the Compliance Line. Cooperation with Company Investigations Each Pioneer employee has a duty to assist the Company in investigating possible violations of this Code or Company policy. Intentionally misleading a Company investigation is a serious matter most likely to result in termination; in some instances, it may be illegal and could result in criminal penalties. Cooperation with Auditors Pioneer employees and persons acting under their direction must never directly or indirectly take action to fraudulently influence, coerce, manipulate or mislead any independent or external accountant engaged in the performance of an audit or review of financial statements. The Compliance Line (1-800-750-4972 in the United States and collect at +1-704-973-0365 outside the United States) is available to make reports regarding accounting, internal accounting controls or auditing matters or for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. 16 ================================================================================ Quick Study * Protect confidential information acquired from the Company or others from unauthorized disclosure. * Comply with all Company security procedures related to its information assets and systems. * Give access to employee personal data and personal information only on a "need to know" basis. * Personal use of Pioneer assets, especially personal electronic devices, should be limited and must not interfere with the Company's operations. * Comply with Company security procedures for protecting Company assets. * Properly record funds, assets, receipts and disbursements of the Company. * Report attempts to falsify Company records to the Legal Department or the Compliance Line. * If you are unsure, ask the Records Management Department before you dispose of a Company record. * Any request to dispose of or alter Company records to impede an investigation, audit or lawsuit should be reported to the Legal Department or the Compliance Line. * Assist the Company with investigations. * Report concerns about accounting, internal accounting controls or auditing matters to the Compliance Line. ================================================================================ Pioneer's Relationship to Others The Environment Pioneer is dedicated to a healthy environment. The Company will comply with the environmental laws and policies of the communities where it does business and will make environmental issues and concerns a key part of its business decisions and actions. Pioneer employees are expected at a minimum to learn and follow the environmental laws that govern at their work sites. Over and above these minimum standards, Pioneer employees should take care to minimize, to the extent reasonable in the circumstances, the impact of operations on the environment. Pioneer employees are also expected to learn and follow the procedures and safety standards for handling, disposing and transporting hazardous materials. To the full extent required by law, regulation or facility procedure, Pioneer employees must respond to and report spills or releases and take appropriate remediation measures to minimize the impact on the environment. Public and Securities Markets; Preservation of Pioneer's Reputation Insider Trading. Pioneer employees in possession of material, non-public information regarding any company are prohibited from: * trading in that company's stock while in possession of that inside information; 17 * using the inside information for their own advantage or the advantage of others; or * "tipping" others who may buy or sell securities using the inside information. The consequences for anyone accused of insider trading are severe. The mere occurrence of an investigation for insider trading can destroy an employee's reputation and effectively end a career with public companies. A conviction or civil action can result in ruinous criminal or civil penalties. Authorized Public Disclosure. Pioneer employees responsible for preparing disclosures in financial reports and documents that the Company submits to the United States Securities and Exchange Commission and in other public communications are specially charged to ensure those disclosures and reports are full, fair, accurate, timely and understandable. Any Pioneer employee who learns that information in a disclosure or filing was untrue or misleading at the time of the disclosure or filing or who becomes aware of information that may affect future disclosures or filings should notify a member of the Pioneer Management Committee or the Pioneer Disclosure Committee or call the Compliance Line. In order to ensure that there are no inadvertent disclosures that would cause the Company to be in violation of its obligations, only executive officers and employees authorized to do so by the Corporate Communications Department, the Investor Relations Department or a member of the Management Committee may make public statements on behalf of Pioneer. Requests made of any Pioneer employee for information about the business results of the Company should be referred to the Investor Relations Department. Unauthorized Corporate Communications. Pioneer employees speaking to friends or associates, or in a public setting, need to bear in mind that their statements may be seen as those of the Company. Written statements, emails, web postings and blogs in the public realm may be associated with the Company. Employees should be sure it is clear that they are expressing their own views and not those of the Company. Fair Dealing No employee should take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other technique or practice that would constitute unfair dealing. Employees should take care to understand and observe Pioneer's contractual commitments. Competitors and the Oil and Gas Market Pioneer is committed to a marketplace of vigorous and fair competition for suppliers and customers. Pioneer recognizes that violation of U.S. or foreign competition laws is a serious matter and could place the Company or its employees at risk of substantial criminal penalties. Pioneer employees must avoid actions that undermine full and fair competition. Pioneer employees will not: * disparage competitors; * misrepresent the attributes of Pioneer products or services or the products or services of competitors; * condition purchases or sales on reciprocal dealing; * agree with its competitors on the terms of any bids or other prices; * divide or allocate markets or customers; or 18 * agree with others to boycott other economic entities. Employees should be especially mindful of these restrictions in connection with participation in trade associations and in other situations in which employees are interacting directly with the Company's competitors. Commercial Kickbacks No Pioneer funds or assets may be paid, loaned or otherwise disbursed as kickbacks or other payments designed to influence or compromise the conduct of the recipient. No Pioneer employee may accept any funds (other than compensation from Pioneer) or other assets for assisting or obtaining business or securing special concessions from Pioneer or any other person or entity. Pioneer insists its employees conduct its business based on arms-length relationships. Among others, the following conduct is expressly prohibited: * Payment or receipt of money, gifts, loans or other courtesies that, with respect to Pioneer, may tend to influence business decisions or compromise independent judgment. * Payment or receipt of rebates or kickbacks for obtaining business for or from Pioneer. Pioneer may, consistent with its policies, the law and applicable regulation, pay normal and reasonable commissions to agents, take normal and commercially available prompt payment discounts, or give or receive gifts or services that are consistent with customary social amenities and that do not tend to compromise the independent conduct of the recipient. Pioneer may, consistent with its policies, the law and applicable regulation, entertain customers or other third parties with whom Pioneer deals in a manner consistent with customary business practices. Customary business practices do not include entertainment that would compromise impartiality or raise questions about Pioneer's intentions or integrity. Pioneer employees are expected to comply with any known restrictions on gifts or entertainment imposed by the recipient's employer. Any Pioneer employee who is solicited to make or accept a kickback or other payment must immediately disclose the solicitation to his or her supervisor. Supervisors notified of such solicitations have a special responsibility to inform superiors and Pioneer's Global Security or Legal Department and to seek their advice on the appropriate resolution of the solicitation. Trade Secrets of Others Pioneer employees must not improperly use or disclose any privileged, confidential or proprietary information, intellectual property or trade secrets of any former or concurrent employers or any other person.. Pioneer employees must never request or encourage anyone to divulge the privileged, proprietary or confidential information of their current or prior employers or any other person. Pioneer employees must collect information regarding the market or competitors using only legitimate resources. Pioneer employees may never use methods that are illegal or are contrary to the high standards of integrity expected of them or that could cause embarrassment to Pioneer. Intellectual Property of Others Pioneer must fully comply with the terms of licensing agreements and laws (in the United States and abroad) protecting copyrighted materials. Unauthorized copying or transmission of 19 copyrighted material is illegal. Employees must not reproduce or transmit copyrighted material (including, but not limited to, written material, artwork, photographs and software) without authorization or license. The Company maintains licenses to make print and digital copies of certain publications for internal use. Pioneer employees should contact the Legal Department to inquire as to whether these licenses cover the intended action. ================================================================================ Quick Study: * Learn and follow the environmental laws that govern at your work site. * Respond to and report spills or releases and take appropriate remediation measures to the full extent required by law. * Do not trade in any company's stock while in possession of inside information regarding that company. * Notify a member of the Pioneer Management Committee or the Pioneer Disclosure Committee or call the Compliance Line about untrue or misleading information in Pioneer public disclosures. * Do not make public statements on behalf of Pioneer unless authorized to do so. * Refer requests for information about business results to the Investor Relations Department. * Use care when speaking to friends or associates about the Company's business or positions on matters of public concern. * Do not take advantage of anyone through any practice that would constitute unfair dealing. * Avoid actions that undermine full and fair competition. * Do not pay, loan or otherwise use Company funds or assets as kickbacks or other payments designed to influence or compromise the conduct of the recipient. * Notify your supervisor if anyone offers or solicits a kickback or other payment. * Do not accept any funds (other than compensation from Pioneer) for getting business or special concessions. * Entertain customers or other third parties consistent with customary business practices. Comply with any known restrictions on gifts or entertainment imposed by the recipient's employer. * Never request or encourage anyone to divulge the privileged, proprietary or confidential information of current or prior employers or any other person. * Collect information regarding the market or competitors using only legitimate resources. * Do not reproduce or transmit copyrighted material (including, but not limited to, written material, artwork, photographs and software) without authorization or license. ================================================================================ U.S. Government and Elected Officials Pioneer's successful operations depend, to a great degree, on the Company's ability to build relationships with government officials and employees based on honesty and integrity. Political Contributions. No Pioneer funds may be used for political contributions in the United States. Pioneer employees who participate in political campaigns must be careful to ensure that their activities do not cause Pioneer to be deemed to have made an illegal contribution of 20 Company funds, or an illegal in-kind contribution through the use of Company property or services, or the use of Company employee work time. Pioneer funds will not be used to buy tickets to special political dinners or political fundraising events. Pioneer employees will not solicit political contributions by or through suppliers, customers or agents. Personal political contributions to political parties, political action committees or candidates are a matter of individual decision. No Pioneer employee may represent that a personal political contribution is being made on behalf of the Company. No Pioneer employee may seek reimbursement, direct or indirect, from Pioneer for any political contribution or purchase of a ticket to a political dinner or political fundraising event. Sponsorship by the Company of political action committees will be undertaken in full compliance with applicable laws. Participation in any political action committee sponsored by Pioneer is voluntary, and Pioneer will not favor or disadvantage any employee by reason of the amount of his or her contribution or decision not to contribute. Foreign Governments and Elected Officials Pioneer is committed to complying with the laws governing its foreign operations. Bribery of Government Officials. Pioneer employees are required to comply strictly with the U.S. Foreign Corrupt Practices Act and the similar laws of other countries that prohibit the bribery of government officials. These laws prohibit Pioneer employees from offering, promising, paying or giving money, gifts or anything with value: (i) to a government official in order to influence him or her to act or not act or to direct business to Pioneer, or (ii) to any person if the employee knows or is aware of a likelihood that all or any part of the money, gift or thing with value will be used to influence a government official. "Government official" includes all government employees, ministers, members of the legislature, armed forces personnel, employees, managers and directors of government agencies and state-owned companies (including state oil companies), political parties, party officials, candidates for political office, and officials of public international organizations. No Pioneer funds may be used for political contributions in any foreign country unless approved by the Board of Directors or its authorized committee or by a member of the Management Committee. Pioneer employees who participate in foreign political campaigns must be careful to ensure that their activities comply with Pioneer's policies and do not cause Pioneer to be deemed to have made an illegal contribution of Company funds, or an illegal in-kind contribution through the use of Company property or services, or the use of Company employee work time. A Pioneer employee must request approval from the Legal Department prior to making any political contribution in a country in which the employee is not permitted to vote. Pioneer employees must notify the Legal Department if (1) they are informed by any person that making a payment or gift would assist Pioneer's efforts in doing business or (2) they learn of the possibility that a payment or gift was made to a government official to assist Pioneer's efforts in doing business. 21 Some statutes may, in limited circumstances, allow for certain small "facilitating" payments for routine governmental actions normally performed by low-ranking officials engaged in ministerial duties. Pioneer employees must obtain the approval of the Legal Department before making any such payment, unless the payment is made in the context of an imminent threat to the health, safety or welfare of a Pioneer employee, a member of his or her family, or a co-worker. Any payment that is made under these circumstances must be reported as soon as practicable to the Legal Department and must be properly recorded on Pioneer's books and records. The U.S. Foreign Corrupt Practices Act also requires Pioneer to maintain a system of internal controls and keep adequate books and records to ensure that cash and other assets are used for bona fide business purposes and are transferred only in accordance with established Pioneer policies. The Company has adopted procedures to support compliance with the U.S. Foreign Corrupt Practices Act, which require, among other things, that specified due diligence be performed with respect to certain partners, agents and vendors. Pioneer employees should take care to understand their obligations under these procedures and should contact the Legal Department with any questions as to compliance with the Act. Export Controls. Pioneer employees must comply with U.S. export control laws that prohibit the export, re-export or transfer of certain goods, software or technology to foreign countries and foreign nationals. U.S. export laws require that export licenses be obtained from the U.S. government in advance of exporting, re-exporting (shipping or transmitting from one foreign country to another foreign country) or transferring certain goods, software (including software with encryption capabilities) and technology (including technical information) to foreign countries or foreign nationals. In addition to the physical transfer or shipment of items, the law also covers the "release" of technology to a foreign national, even inside the United States. The "release" of technology can occur when foreign nationals visit Pioneer facilities, engage with Pioneer employees in technical discussions or email correspondence, or are parties with Pioneer in technical study and other arrangements. The law even applies to foreign nationals who are employees and representatives of, or consultants to, Pioneer in the U.S. and abroad. Because an analysis of license requirements can be complex, employees should contact the Legal Department before agreeing to export, transfer or release sensitive goods or any software or technology to a foreign country or foreign national. U.S. Anti-boycott Law. No Pioneer employee will act in furtherance of any boycott of any country, business or person that is prohibited by U.S. law. Pioneer employees must report promptly to the Legal Department any received request or instruction to act in furtherance of a boycott, or any inquiry as to whether or not Pioneer already participates in such a boycott. Employees should contact the Legal Department if they are unsure about the requirements of U.S. anti-boycott law. 22 U.S. Sanctions / Prohibited Parties. All Pioneer employees must comply with U.S. laws that prohibit business and dealings with sanctioned countries and blocked companies and individuals. The U.S. maintains comprehensive, country-based sanctions against certain countries from time to time. These comprehensive sanctions generally prohibit all business and dealings with sanctioned countries and citizens of sanctioned countries. In addition, the U.S. government maintains the "Specially Designated Nationals and Blocked Persons List," which identifies individuals and companies with whom Pioneer is prohibited from conducting business. This List includes many individuals and companies that are located outside of sanctioned countries, including some located in the U.S. Pioneer employees who have questions about the applicability of U.S. sanctions should contact the Legal Department. Cooperation in Government Investigations Pioneer and its employees will cooperate whenever possible in governmental investigations and will comply with valid and reasonable governmental requests and demands for information. If government investigators want to inspect Company premises, do not attempt to bar their entry into Company facilities. Immediately contact the Legal Department or the Global Security Department, and maintain a respectful demeanor without interfering with the investigators. Defer questions to the highest ranking Company representative working at the facility or to the Legal Department. If contacted at home, you are free to speak or not speak with the government investigator at that time or at some other time. You should strongly consider whether you want a lawyer with you during any questioning and whether you want to put off any questioning until you have consulted a lawyer. If you are contacted at home, notify the Legal Department or the Global Security Department at the earliest opportunity. 23 ================================================================================ Quick Study: * No Pioneer funds may be used for political contributions in the United States or, without approval, in any foreign country. * Be careful your political activities do not cause Pioneer to be deemed to have made an illegal contribution of Company funds, or an illegal in-kind contribution through the use of Company property or services, or the use of Company employee work time. * Do not solicit political contributions by or through Pioneer suppliers, customers or agents. * Do not represent that a personal political contribution is being made on behalf of the Company. * Do not seek reimbursement, direct or indirect, from Pioneer for any political contribution or purchase of a ticket to a political dinner or political fundraising event. * Do not offer, promise or pay, directly or indirectly, bribes, gifts, gratuities, commissions, or the like to government officials (or for their benefit) to obtain favorable treatment for Pioneer. * Notify the Legal Department if informed by any person that making a payment or gift would assist Pioneer's efforts in doing business. * Obtain Legal Department approval before making any "facilitating" payment, unless doing so is not possible due to an imminent threat to health, safety or welfare. * Seek the advice of the Legal Department before agreeing to an export of sensitive goods or the transfer of technology. * Notify the Legal Department immediately if you are asked to participate in a boycott of any country or person or provide information in furtherance of a boycott. * Contact the Legal Department or the Global Security Department if government inspectors want to enter a Company facility, but do not attempt to bar their entry. ================================================================================ 24 -----END PRIVACY-ENHANCED MESSAGE-----