<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997
Registration No.
333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2702753
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BOULEVARD
IRVING, TEXAS 75039
(Address of principal executive offices, including zip code)
-----------------
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
(Full title of the plan)
MARK L. WITHROW
1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BOULEVARD
IRVING, TEXAS 75039
(972) 444-9001
(Name, address and telephone number of agent for service)
copy to:
ROBERT L. KIMBALL
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed
Title of securities Amount to be Proposed maximum maximum aggregate Amount of
to be registered registered offering price per unit (1) offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interests in the Pioneer
Natural Resources
Company Deferred
Compensation Retirement Plan (2) (3) $5,000,000 $1516
===================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933 (the
"Securities Act").
(2) Pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also registers an indeterminate amount of plan interests.
(3) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
required to register plan interests.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and Exchange
Commission by Pioneer Natural Resources Company, a Delaware corporation (the
"Company"), and are incorporated herein by reference and made a part hereof:
(a) The Company's Registration Statement on Form S-4 (File No. 333-
26951) filed on June 26, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1997;
(c) The Company's Current Report on Form 8-K dated August 7, 1997;
(d) The Company's Current Report on Form 8-K dated October 2, 1997;
(e) Joint Management Information Circular and Proxy Statement of
Pioneer and Chauvco filed on October 1, 1997; and
(f) The description of the Company's Common Stock, $0.01 par value
per share, contained in Item 1 of the Company's Registration
Statement on Form 8-A filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") on August 8, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold
or that deregisters all securities then remaining unsold shall also be deemed
to be incorporated by reference herein and to be a part hereof from the dates
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be addressed to Pioneer Natural Resources Company, 1400
Williams Square West, 5205 North O'Connor Boulevard, Irving, Texas 75039,
Attention: Secretary, (972) 444-9001.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Twelfth of the Restated Certificate of Incorporation of the
Company provides that the Company shall indemnify its officers and directors to
the maximum extent allowed by Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the Company generally has
the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful.
II-1
<PAGE> 3
With respect to suits by or in the right of the Company, however,
indemnification is generally limited to attorney's fees and other expenses and
is not available if the person is adjudged to be liable to the Company, unless
the court determines that indemnification is appropriate. The statute
expressly provides that the power to indemnify authorized thereby is not
exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The Company also has
the power to purchase and maintain insurance for its directors and officers.
Additionally, Article Twelfth of the Restated Certificate of Incorporation
provides that, in the event that an officer or director files suit against the
Company seeking indemnification of liabilities or expenses incurred, the burden
will be on the Company to prove that the indemnification would not be permitted
under the Delaware General Corporation Law.
The preceding discussion of the Company's Restated Certificate of
Incorporation and Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by the Company's
Restated Certificate of Incorporation and Section 145 of the Delaware General
Corporation Law.
The Company has entered into indemnity agreements with its directors and
officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities
at the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 -- Pioneer Natural Resources Company Deferred
Compensation Retirement Plan.
5.1 -- (a) Opinion of Vinson & Elkins L.L.P.
(b) The Company will submit the Pioneer Natural
Resources Company Deferred Compensation Retirement
Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to
qualify the plan.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Vinson & Elkins L.L.P. (included in
Exhibit 5.1)
24.1 -- Powers of Attorney of directors and officers of
Pioneer Natural Resources Company (included on page
II-4 to this Registration Statement).
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the
II-2
<PAGE> 4
Company pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on the 31st day of
October, 1997.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Scott D. Sheffield
--------------------------
Scott D. Sheffield
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes
and appoints Scott D. Sheffield, Mark L. Withrow and M. Garrett Smith, or any
of them, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below all amendments and post-effective amendments to this
Registration Statement (including any additional registration statement filed
pursuant to Rule 462 of the Securities Act with respect to this Registration
Statement) as that attorney-in-fact may deem necessary or appropriate.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Scott D. Sheffield President, Chief Executive Officer and October 31, 1997
- ------------------------------------------------ Director
Scott D. Sheffield (Principal Executive Officer)
/s/ M. Garrett Smith Senior Vice President--Finance and October 31, 1997
- ------------------------------------------------ Assistant Secretary
M. Garrett Smith (Principal Financial Officer and
Principal Accounting Officer)
/s/ I. Jon Brumley Chairman of the Board October 31, 1997
- ------------------------------------------------
I. Jon Brumley
/s/ R. Hartwell Gardner Director October 31, 1997
- ------------------------------------------------
R. Hartwell Gardner
/s/ John S. Herrington Director October 31, 1997
- ------------------------------------------------
John S. Herrington
/s/ Kenneth A. Hersh Director October 31, 1997
- ------------------------------------------------
Kenneth A. Hersh
/s/ James L. Houghton Director October 31, 1997
- ------------------------------------------------
James L. Houghton
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Jerry P. Jones Director October 31, 1997
- ------------------------------------------------
Jerry P. Jones
Director
- ------------------------------------------------
T. Boone Pickens
/s/ Richard E. Rainwater Director October 31, 1997
- ------------------------------------------------
Richard E. Rainwater
/s/ Charles E. Ramsey, Jr. Director October 31, 1997
- ------------------------------------------------
Charles E. Ramsey, Jr.
/s/ Arthur L. Smith Director October 31, 1997
- ------------------------------------------------
Arthur L. Smith
/s/ Philip B. Smith Director October 31, 1997
- ------------------------------------------------
Philip B. Smith
/s/ Robert L. Stillwell Director October 31, 1997
- ------------------------------------------------
Robert L. Stillwell
/s/ Michael D. Wortley Director October 31, 1997
- ------------------------------------------------
Michael D. Wortley
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
By: Compensation Committee of the October 31, 1997
Board of Directors of Pioneer
Natural Resources Company
By: /s/ Charles E. Ramsey, Jr.
---------------------------------------------
Charles E. Ramsey, Jr.
Chairman of Compensation
Committee
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C> <C>
4.1 -- Pioneer Natural Resources Company Deferred Compensation
Retirement Plan.
5.1 -- (a) Opinion of Vinson & Elkins L.L.P.
(b) The Company will submit the Pioneer Natural Resources
Company Deferred Compensation Retirement Plan and any
amendment thereto to IRS in a timely manner and will make
all changes required by the IRS in order to qualify the
plan.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Vinson & Elkins L.L.P. (included in
Exhibit 5.1)
24.1 -- Powers of Attorney of directors and officers of Pioneer
Natural Resources Company (included on page II-4 to this
Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
Effective Date: August 8, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C> <C> <C>
I - Definitions and Construction . . . . . . . . . . . . . . . . I-1
II - Participation . . . . . . . . . . . . . . . . . . . . . . . II-1
III - Account Credits and Allocations of Income or Loss . . . . III-1
IV - Deemed Investment of Funds . . . . . . . . . . . . . . . . . IV-1
V - Determination of Vested Interest and Forfeitures . . . . . . V-1
VI - In-Service Distributions . . . . . . . . . . . . . . . . . . VI-1
VII - Termination Benefits . . . . . . . . . . . . . . . . . . . VII-1
VIII - Administration of the Plan . . . . . . . . . . . . . . . . VIII-1
IX - Administration of Funds . . . . . . . . . . . . . . . . . . IX-1
X - Nature of the Plan . . . . . . . . . . . . . . . . . . . . . X-1
XI - Adopting Entities . . . . . . . . . . . . . . . . . . . . . XI-1
XII - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . XII-1
</TABLE>
(i)
<PAGE> 3
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
W I T N E S S E T H :
WHEREAS, PIONEER NATURAL RESOURCES COMPANY and other adopting entities
desire to adopt the PIONEER NATURAL RESOURCES COMPANY DEFERRED COMPENSATION
RETIREMENT PLAN (the "Plan") for the benefit of their eligible employees;
NOW THEREFORE, the Plan is hereby adopted as follows, effective as of
August 8, 1997:
(ii)
<PAGE> 4
I.
DEFINITIONS AND CONSTRUCTION
1.1 DEFINITIONS. Where the following words and phrases appear in the
Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.
(1) ACCOUNT(S): A Member's Matching Contribution Account and/or General
Account, including the amounts credited thereto.
(2) AFFILIATE: Each trade or business (whether or not incorporated) which
together with the Company would be deemed to be a "single employer"
within the meaning of subsections (b), (c), (m) or (o) of section 414 of
the Code.
(3) CHANGE OF CONTROL: The meaning given that term in Section 1.7 of the
Pioneer Natural Resources Company Long-term Incentive Plan, as approved
by the shareholders of the Company on August 7, 1997.
(4) CODE: The Internal Revenue Code of 1986, as amended.
(5) COMPANY: Pioneer Natural Resources Company and any other adopting
entity which adopts the Plan pursuant to the provisions of Article XI.
(6) COMPANY DEFERRALS: Deferrals made by the Company on a Member's behalf
pursuant to Section 3.2.
(7) DIRECTORS: The Board of Directors of Pioneer Natural Resources Company.
(8) EFFECTIVE DATE: August 8, 1997.
(9) ELIGIBLE EMPLOYEE: Any individual who is employed as an Officer by the
Company or any domestic subsidiary that is 100% owned (directly or
indirectly) by Pioneer Natural Resources Company.
(10) ENTRY DATE: The first day of each Plan Year.
(11) FUNDS: The investment funds designated from time to time for the deemed
investment of Accounts pursuant to Article IV.
(12) GENERAL ACCOUNT: An individual account for each Member to which is
credited his Member Deferrals pursuant to Section 3.1 and which is
credited (or debited) for such account's allocation of net income (or
net loss) as provided in Section 3.3.
I-1
<PAGE> 5
(13) MATCHING CONTRIBUTION ACCOUNT: An individual account for each Member to
which is credited the Company Deferrals made on his behalf pursuant to
Section 3.2(a) and which is credited (or debited) for such account's
allocation of net income (or net loss) as provided in Section 3.3.
(14) MEMBER: Each Eligible Employee who has met the eligibility requirements
for participation in the Plan and who has become a Member pursuant to
Article II.
(15) MEMBER DEFERRALS: Deferrals made by a Member pursuant to Section 3.1.
(16) NORMAL RETIREMENT: The meaning given that term in Section 1.30 of the
Pioneer Natural Resources Company Long-term Incentive Plan, as approved
by the shareholders of the Company on August 7, 1997.
(17) PAY: The total of all amounts paid by the Company to or for the benefit
of a Member for services rendered or labor performed, which are required
to be reported on such Member's federal income tax withholding
statement(s) (Form W-2 or its subsequent equivalent), plus any amounts
such Member could have received in cash in lieu of Member Deferrals
pursuant to Section 3.1.
(18) PLAN: The Pioneer Natural Resources Company Deferred Compensation
Retirement Plan, as amended from time to time.
(19) PLAN ADMINISTRATOR: The Compensation Committee of the Directors, which
may act through its delegate.
(20) PLAN YEAR: The twelve-consecutive month period commencing January 1 of
each year.
(21) TRUST: The trust established under the Trust Agreement.
(22) TRUST AGREEMENT: The agreement entered into between the Company and the
Trustee pursuant to Article X.
(23) TRUST FUND: The funds and properties, if any, held pursuant to the
provisions of the Trust Agreement, together with all income, profits and
increments thereto.
(24) TRUSTEE: The trustee or trustees appointed by the Directors who are
qualified and acting under the Trust Agreement at any time.
(25) UNFORESEEABLE FINANCIAL EMERGENCY: An unexpected need of a Member for
cash that (i) arises from an illness, casualty loss, sudden financial
reversal, or such other unforeseeable occurrence that is caused by an
event beyond the control of such Member, (ii) would result in severe
financial hardship to such Member if his compensation deferral election
was not
I-2
<PAGE> 6
canceled pursuant to Section 3.1(g) and/or if a withdrawal or benefit
payment pursuant to Article VI or Section 7.6 was not permitted, and
(iii) is not reasonably satisfiable from other resources of such Member.
Cash needs arising from foreseeable events, such as the purchase of a
house or education expenses for children, shall not be considered to be
the result of an Unforeseeable Financial Emergency.
(26) VALUATION DATES: The last business day of each calendar month and any
other interim Valuation Date determined by the Plan Administrator on a
nondiscriminatory basis.
(27) VESTED INTEREST: The portion of a Member's Accounts which, pursuant to
the Plan, is nonforfeitable.
1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in
the singular shall be considered to include the plural and words used in the
plural shall be considered to include the singular. The masculine gender,
where appearing in the Plan, shall be deemed to include the feminine gender.
1.3 HEADINGS. The headings of Articles and Sections herein are
included solely for convenience, and if there is any conflict between such
headings and the text of the Plan, the text shall control.
I-3
<PAGE> 7
II.
PARTICIPATION
2.1 ELIGIBILITY.
Any Eligible Employee shall be eligible to become a Member of the Plan
for any Plan Year by electing to make Member Deferrals pursuant to Section
3.1(a).
2.2 PARTICIPATION.
(a) Prior to each Entry Date, the Plan Administrator shall
notify those Eligible Employees who are determined by the Plan Administrator to
be eligible to initially become Members pursuant to Section 2.1 as of such
Entry Date. Any such Eligible Employee may become a Member for the Plan Year
beginning on such Entry Date by effecting, prior to such Entry Date and within
the time period prescribed by the Plan Administrator, the Member Deferral
election prescribed by the Plan Administrator. Notwithstanding any provision
herein to the contrary, an Eligible Employee who first becomes an Eligible
Employee on other than the first day of a Plan Year may become a Member on the
date he first becomes an Eligible Employee for the remainder of such Plan Year
with respect to Member Deferrals pursuant to Section 3.1(a) by effecting, prior
to or within 30 days after the date he first becomes an Eligible Employee and
within the time period prescribed by the Plan Administrator, the Member
Deferral election prescribed by the Plan Administrator.
(b) Notwithstanding any provision herein to the contrary, an
Eligible Employee who has become a Member of the Plan shall cease to be
entitled to make Member Deferrals hereunder or receive Company Deferrals
hereunder effective as of any date designated by the Plan Administrator. Any
such Plan Administrator action shall be communicated to the affected individual
prior to the effective date of such action. Any such Eligible Employee may
again become entitled to make Member Deferrals hereunder and receive Company
Deferrals hereunder for any subsequent Plan Year selected by the Plan
Administrator in its sole discretion.
II-1
<PAGE> 8
III.
ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS
3.1 MEMBER DEFERRALS.
(a) A Member meeting the eligibility requirements of Section
2.1 may:
(1) Elect to defer from his Pay an integral percentage
of his salary for a Plan Year; and/or
(2) Elect to defer from his Pay an integral percentage
of his bonus for a Plan Year.
The maximum Member deferral for a Plan Year under Section 3.1(a)(1) and (2)
shall be 25% of the Member's salary for the Plan Year. Notwithstanding the
foregoing, with respect to an Eligible Employee who first becomes a Member on
other than an Entry Date, any such Member Deferrals pursuant to Section
3.1(a)(1) shall apply only for the portion of such Plan Year commencing with
the date he first becomes a Member and ending on the last day of such Plan
Year.
(b) A Member's election to defer an amount of his Pay pursuant
to this Section shall be made by effecting, in the form prescribed by the Plan
Administrator, a Member Deferral election pursuant to which the Member
authorizes the Company to reduce his Pay in the elected amount and the Company,
in consideration thereof, agrees to credit an equal amount to such Member's
General Account maintained under the Plan. The reduction in a Member's Pay
pursuant to his Member Deferral election shall be effected by Pay reductions as
determined by the Plan Administrator following the effective date of such
election. Such Pay reductions shall be within the Plan Year to which the
Member Deferral election relates, except that Pay reductions attributable to
elections pursuant to Section 3.1(a)(2) may be made within the next following
Plan Year if the bonus to which the Member Deferral election relates is paid in
such next following Plan Year. Member Deferrals made by a Member shall be
credited to such Member's General Account as of a date determined in accordance
with procedures established from time to time by the Plan Administrator;
provided, however, that such Member Deferrals shall be credited to the Member's
General Account no later than 30 days after the date upon which the Pay
deferred would have been received by such Member in cash if he had not elected
to defer such amount pursuant to this Section 3.1.
(c) A Member Deferral election pursuant to Section 3.1(a)
shall become effective as of the Entry Date (or later initial eligibility date,
if applicable) which is on or after the date the election is effected by the
Member. A Member Deferral election shall remain in force and effect for the
entire (or partial, if applicable) Plan Year to which such election relates. A
Member Deferral election pursuant to Section 3.1(a) shall remain in force and
effect for each subsequent Plan Year (following the Member's initial year of
participation in the Plan) for which he satisfies the eligibility requirements
set forth in Section 2.1, unless and until such election is
III-1
<PAGE> 9
changed or revoked by such Member prior to the Entry Date of the subsequent
Plan Year to which such change or revocation relates.
(d) A Member Deferral election shall indicate the applicable
time of payment, as provided in Sections 7.2 and 7.3, for the Pay deferred
thereunder for such Plan Year and the net income (or net loss) allocated with
respect thereto. Such time of payment election for such Plan Year shall also
apply to any Company Deferrals for such Plan Year and the net income (or net
loss) allocated with respect thereto. Each Member's Accounts shall be divided
into subaccounts to reflect such Member's various elections respecting time of
payment.
(e) A Member who has made a Member Deferral election pursuant
to Section 3.1(a) may change his election, as of the Entry Date of any
subsequent Plan Year, by effecting a new Member Deferral election prior to such
Entry Date and within the time period prescribed by the Plan Administrator.
(f) A Member who has made a Member Deferral election pursuant
to Section 3.1(a) may cancel his election, as of the Entry Date of any
subsequent Plan Year, by effecting the same in the form prescribed by the Plan
Administrator prior to such Entry Date and within the time period prescribed by
the Plan Administrator. A Member who so cancels his Member Deferral election
may again make a new such Member Deferral election for a subsequent Plan Year,
if he satisfies the eligibility requirements set forth in Section 2.1, by
effecting a new such Member Deferral election prior to the Entry Date of such
Plan Year and within the time period prescribed by the Plan Administrator.
(g) In the event that the Plan Administrator, upon written
petition of a Member, determines in its sole discretion that such Member has
suffered an Unforeseeable Financial Emergency, the Member Deferral election of
such Member then in effect, if any, shall be terminated as soon as
administratively practicable after such determination. A Member whose Member
Deferral election has been so terminated may again make a new Member Deferral
election for a subsequent Plan Year that is at least twelve months after the
effective date of such termination, if he satisfies the eligibility
requirements set forth in Section 2.1, by effecting a new Member Deferral
election for such Plan Year and within the time period prescribed by the Plan
Administrator.
3.2 COMPANY DEFERRALS.
(a) For each payroll period, the Company shall defer on a
Member's behalf an amount which equals 100% of the Member Deferrals made
pursuant to Section 3.1(a)(1) and (2) by such Member during such payroll
period. Notwithstanding the preceding sentence, in no event shall the Company
Deferral on a Member's behalf for a Plan Year exceed 8% of the Member's salary
for the Plan Year. For officers of the Company, 10% shall be substituted for
8% in the preceding sentence.
III-2
<PAGE> 10
(b) Company Deferrals made on a Member's behalf pursuant to
Section 3.2(a) shall be credited to his Matching Contribution Account in
accordance with the procedures established from time to time by the Plan
Administrator.
(c) A Member who does not have a time of payment election in
effect pursuant to Section 3.1(d) for any Plan Year shall make a time of
payment election, as provided in Sections 7.2 and 7.3, for Company Deferrals
pursuant to Sections 3.2(a) for such Plan Year. Such election shall be made by
effecting the same in the form prescribed by the Plan Administrator. Such
election shall remain in force and effect for each subsequent Plan Year
(following such initial election) unless or until such election is changed by a
new election hereunder or pursuant to Section 3.1(d) prior to the Entry Date of
a subsequent Plan Year to which such change relates. A Member who makes a time
of payment election pursuant to this Section 3.2(c) may change his election, as
of the Entry Date of any subsequent Plan Year, by effecting a new such election
prior to such Entry Date and within the time period prescribed by the Plan
Administrator. Each Member's Accounts shall be divided into subaccounts to
reflect such Member's various elections respecting time of payment.
3.3 ALLOCATION OF NET INCOME OR LOSS AND CHANGES IN VALUE AMONG
ACCOUNTS.
(a) As of each Valuation Date, the Plan Administrator shall
determine the net income (or net loss) of each Fund for the period elapsed
since the next preceding Valuation Date. The net income (or net loss) of each
Fund since the next preceding Valuation Date shall be ascertained by the Plan
Administrator in such manner as it deems appropriate, which may include
expenses of administering the Fund, the Trust and the Plan.
(b) For purposes of allocations of net income (or net loss),
each Member's Accounts shall be divided into subaccounts to reflect such
Member's deemed investment in a particular Fund or Funds pursuant to Article
IV. As of each Valuation Date, the net income (or net loss) of each Fund,
separately and respectively, shall be allocated among the corresponding
subaccounts of the Members who had such corresponding subaccounts invested in
such Funds since the next preceding Valuation Date.
(c) So long as there is any balance in any Account, such
Account shall continue to receive allocations pursuant to this Section.
III-3
<PAGE> 11
IV.
DEEMED INVESTMENT OF FUNDS
Each Member shall designate, in accordance with the procedures
established from time to time by the Plan Administrator, the manner in which
the amounts allocated to his Accounts shall be deemed to be invested from among
the Funds made available from time to time for such purpose by the Plan
Administrator. Such Member may designate one of such Funds for the deemed
investment of all the amounts allocated to his Accounts or he may split the
deemed investment of the amounts allocated to his Accounts between such Funds
in such increments as the Plan Administrator may prescribe. If a Member fails
to make a proper designation, then his Accounts shall be deemed to be invested
in the Fund or Funds designated by the Plan Administrator from time to time in
a uniform and nondiscriminatory manner.
A Member may change his deemed investment designation for future amounts
to be allocated to his Accounts. Any such change shall be made in accordance
with the procedures established by the Plan Administrator, and the frequency of
such changes may be limited by the Plan Administrator.
A Member may elect to convert his deemed investment designation with
respect to the amounts already allocated to his Accounts. Any such conversion
shall be made in accordance with the procedures established by the Plan
Administrator, and the frequency of such conversions may be limited by the Plan
Administrator.
IV-1
<PAGE> 12
V.
DETERMINATION OF VESTED INTEREST AND FORFEITURES
A Member shall have a 100% Vested Interest in his General Account and
Matching Contribution Account at all times.
V-1
<PAGE> 13
VI.
IN-SERVICE DISTRIBUTIONS
Except as provided below, Members shall not be permitted to make
withdrawals from the Plan prior to termination of employment with the Company
and its Affiliates. Members shall not, at any time, be permitted to borrow
from the Trust Fund. Following termination of employment with the Company and
its Affiliates, the amounts credited to a Member's Accounts shall be payable to
such Member in accordance with the provisions of Article VII.
The above to the contrary notwithstanding, in the event that the Plan
Administrator, upon written petition of a Member, determines in its sole
discretion that such Member has suffered an Unforeseeable Financial Emergency,
such Member shall be entitled to a benefit in an amount not to exceed the
lesser of (1) the amount determined by the Plan Administrator as necessary to
meet such Member's needs created by the Unforeseeable Financial Emergency, or
(2) the then value of such Member's Vested Interest in his Accounts. Such
withdrawal benefit shall be paid in a single lump sum, cash payment as soon as
administratively practicable after the Plan Administrator has made its
determinations with respect to the availability and amount of such benefit. If
a Member's Account(s) are deemed to be invested in more than one Fund, such
withdrawal benefit shall be distributed pro rata from each Fund in which such
Account(s) are deemed to be invested. If a Member's Account(s) contain more
than one distribution subaccount, such withdrawal benefit shall be considered
to have been distributed, first, from the subaccount with respect to which the
earliest distribution would be made, then, from the subaccount with respect to
which the next earliest distribution would be made, and continuing in such
manner until all of such subaccounts have been exhausted to satisfy the
withdrawal benefit.
VI-1
<PAGE> 14
VII.
TERMINATION BENEFITS
7.1 AMOUNT OF BENEFIT. Upon termination of employment of a Member
with the Company and its Affiliates for any reason, the Member, or, in the
event of the death of the Member while employed by the Company or an Affiliate,
the Member's designated beneficiary, shall be entitled to a benefit equal in
value to the Member's Vested Interest in the balance of his Accounts as of the
Valuation Date next preceding the date the payment of such benefit is to be
made pursuant to Section 7.2.
7.2 TIME OF PAYMENT. Payment of a Member's benefit under Section 7.1
shall be made, with respect to such Member's Accounts, or with respect to such
Member's subaccounts established pursuant to Section 3.1(d) and/or 3.2(c)
separately and respectively, as soon as administratively practicable as of the
date irrevocably elected by such Member pursuant to Section 3.1(d) and/or
3.2(c) and which occurs after the Valuation Date coinciding with or next
following the date the Member terminates his employment with the Company and
its Affiliates. With respect to any portion of a Member's benefit for which no
time of payment election is in effect, payment of such amount shall be made as
soon as administratively practicable after the Valuation Date coinciding with
or next following the date the Member terminates his employment with the
Company and its Affiliates.
7.3 FORM OF BENEFIT PAYMENTS. A Member's benefit under Section 7.1
shall be paid, with respect to such Member's Accounts, or with respect to such
Member's subaccounts established pursuant to Section 3.1(d) and/or 3.2(c)
separately and respectively, in a single lump sum, cash payment. If a Member
dies prior to the payment of his benefits, such amount shall be paid to the
Member's designated beneficiary in a single lump sum, cash payment.
A Member may elect to change the time of payment, provided that any such
change may only be made once every five years and that no such change will
become effective if it was not made more than two years prior to the date that
benefits would have been paid under the prior election.
7.4 DESIGNATION OF BENEFICIARIES.
(a) Each Member shall have the right to designate the
beneficiary or beneficiaries to receive payment of his benefit in the event of
his death. Each such designation shall be made by executing the beneficiary
designation form prescribed by the Plan Administrator and filing same with the
Plan Administrator. Any such designation may be changed at any time by
execution of a new designation in accordance with this Section.
(b) If no such designation is on file with the Plan
Administrator at the time of the death of the Member or such designation is not
effective for any reason as determined by the
VII-1
<PAGE> 15
Plan Administrator, then the designated beneficiary or beneficiaries to receive
such benefit shall be as follows:
(1) If a Member leaves a surviving spouse, his benefit
shall be paid to such surviving spouse;
(2) If a Member leaves no surviving spouse, his benefit
shall be paid to such Member's executor or administrator, or to his
heirs at law if there is no administration of such Member's estate.
7.5 ACCELERATED PAY-OUT DUE TO EMERGENCY. Notwithstanding any
provision in Sections 7.2 and 7.3 to the contrary, in the event that the Plan
Administrator, upon written petition of a Member, determines in its sole
discretion that such Member has suffered an Unforeseeable Financial Emergency,
such Member shall be entitled to an emergency benefit in an amount not to
exceed the lesser of (1) the amount determined by the Plan Administrator as
necessary to meet such Member's needs created by the Unforeseeable Financial
Emergency, or (2) the then value of such Member's Vested Interest in his
Accounts. Such emergency benefit shall be paid in a single lump sum, cash
payment as soon as administratively practicable after the Plan Administrator
has made its determinations with respect to the availability and amount of such
benefit. If a Member's Account(s) are deemed to be invested in more than one
Fund, such emergency benefit shall be distributed pro rata from each Fund in
which such Account(s) are deemed to be invested. If a Member's Account(s)
contain more than one distribution subaccount, such emergency benefit shall be
considered to have been distributed, first, from the subaccount with respect to
which the earliest distribution would be made, then, from the subaccount with
respect to which the next earliest distribution would be made, and continuing
in such manner until all of such subaccounts have been exhausted to satisfy the
emergency benefit. Any remaining amounts in such Member's Account(s) following
payment of such emergency benefit shall be payable at the time and in the form
otherwise provided in Sections 7.2 and 7.3.
7.6 PAYMENT OF BENEFITS. To the extent the Trust Fund has sufficient
assets, the Trustee shall pay benefits to Members or their beneficiaries,
except to the extent the Company pays the benefits directly and provides
adequate evidence of such payment to the Trustee. To the extent the Trustee
does not or cannot pay benefits out of the Trust Fund, the benefits shall be
paid by the Company. Any benefit payments made to a Member or for his benefit
pursuant to any provision of the Plan shall be debited to such Member's
Accounts. All benefit payments shall be made in cash to the fullest extent
practicable. To the extent that the Company (rather than the Trustee) pays
benefits to Members or their beneficiaries, then the Trustee shall reimburse
the Company for such payments, provided the Trust Fund has sufficient assets.
7.7 UNCLAIMED BENEFITS. In the case of a benefit payable on behalf
of a Member, if the Plan Administrator is unable to locate the Member or
beneficiary to whom such benefit is payable, upon the Plan Administrator's
determination thereof, such benefit shall be forfeited to the Company.
Notwithstanding the foregoing, if subsequent to any such forfeiture the Member
VII-2
<PAGE> 16
or beneficiary to whom such benefit is payable makes a valid claim for such
benefit, such forfeited benefit shall be restored to the Plan by the Company.
7.8 ACCELERATED PAY-OUT DUE TO CHANGE OF CONTROL. Notwithstanding a
Member's elections under Sections 7.2 and 7.3 hereof, upon a Change of Control
the entire amount credited to a Member's Accounts shall be distributed to such
Member in a single sum cash distribution as soon as administratively feasible.
The Plan Administrator shall immediately update the value or each Member's
Accounts and direct the Trustee to make such distributions to the Members. In
the event the Plan Administrator does not immediately update the value of each
Member's Accounts and direct the Trustee to make such distributions, the
Trustee shall promptly update the value of the Accounts and make the
distributions to the Members.
VII-3
<PAGE> 17
VIII.
ADMINISTRATION OF THE PLAN
8.1 APPOINTMENT OF PLAN ADMINISTRATOR. The general administration of
the Plan shall be vested in the Plan Administrator.
8.2 RECORDS AND PROCEDURES. The Plan Administrator shall keep
appropriate records of its proceedings and the administration of the Plan and
shall make available for examination during business hours to any Member or
beneficiary such records as pertain to that individual's interest in the Plan.
The Plan Administrator shall designate the person or persons who shall be
authorized to sign for the Plan Administrator and, upon such designation, the
signature of such person or persons shall bind the Plan Administrator.
8.3 SELF-INTEREST OF PLAN ADMINISTRATOR. No delegate of the Plan
Administrator shall have any right to vote or decide upon any matter relating
solely to himself under the Plan or to vote in any case in which his individual
right to claim any benefit under the Plan is particularly involved. In any
case in which a delegate of the Plan Administrator is so disqualified to act,
the Directors shall decide the matter in which he is disqualified.
8.4 COMPENSATION AND BONDING. The Plan Administrator shall not
receive compensation with respect to its services as Plan Administrator. To
the extent required by applicable law, or required by the Company, the Plan
Administrator shall furnish bond or security for the performance of its duties
hereunder.
8.5 PLAN ADMINISTRATOR POWERS AND DUTIES. The Plan Administrator
shall supervise the administration and enforcement of the Plan according to the
terms and provisions hereof and shall have all powers necessary to accomplish
these purposes, including, but not by way of limitation, the right, power,
authority and duty:
(a) to make rules, regulations and bylaws for the
administration of the Plan which are not inconsistent with the terms and
provisions hereof, provided such rules, regulations and bylaws are
evidenced in writing and copies thereof are delivered to the Trustee and
to the Company;
(b) to construe all terms, provisions, conditions and
limitations of the Plan;
(c) to correct any defect or supply any omission or reconcile
any inconsistency that may appear in the Plan, in such manner and to
such extent as it shall deem expedient to carry the Plan into effect for
the greatest benefit of all interested parties;
VIII-1
<PAGE> 18
(d) to employ and compensate such accountants, attorneys,
investment advisors and other agents and employees as the Plan
Administrator may deem necessary or advisable in the proper and
efficient administration of the Plan;
(e) to determine all questions relating to eligibility;
(f) to determine the amount, manner and time of payment of any
benefits and to prescribe procedures to be followed by distributees in
obtaining benefits;
(g) to make a determination as to the right of any person to a
benefit under the Plan; and
(h) to receive and review reports from the Trustee as to the
financial condition of the Trust Fund, including its receipts and
disbursements.
8.6 COMPANY TO SUPPLY INFORMATION. The Company shall supply full and
timely information to the Plan Administrator relating to the Member's
retirement, death or other termination of employment and such other pertinent
facts as the Plan Administrator may require. The Company shall advise the
Trustee of such of the foregoing facts as are deemed necessary for the Trustee
to carry out the Trustee's duties under the Plan. When making a determination
in connection with the Plan, the Plan Administrator shall be entitled to rely
upon the aforesaid information furnished by the Company.
8.7 CLAIMS REVIEW. In any case in which a claim for Plan benefits of
a Member or beneficiary is denied or modified, the Plan Administrator shall
furnish written notice to the claimant within ninety days (or within 180 days
if additional information requested by the Plan Administrator necessitates an
extension of the ninety-day period), which notice shall:
(a) State the specific reason or reasons for the denial or
modification;
(b) Provide specific reference to pertinent Plan provisions on
which the denial or modification is based;
(c) Provide a description of any additional material or
information necessary for the Member, his beneficiary, or representative
to perfect the claim and an explanation of why such material or
information is necessary; and
(d) Explain the Plan's claim review procedure as contained
herein.
In the event a claim for Plan benefits is denied or modified, if the Member,
his beneficiary, or a representative of such Member or beneficiary desires to
have such denial or modification reviewed, he must, within sixty days following
receipt of the notice of such denial or modification, submit a written request
for review by the Plan Administrator of its initial decision. In connection
VIII-2
<PAGE> 19
with such request, the Member, his beneficiary, or the representative of such
Member or beneficiary may review any pertinent documents upon which such denial
or modification was based and may submit issues and comments in writing.
Within sixty days following such request for review the Plan Administrator
shall, after providing a full and fair review, render its final decision in
writing to the Member, his beneficiary or the representative of such Member or
beneficiary stating specific reasons for such decision and making specific
references to pertinent Plan provisions upon which the decision is based. If
special circumstances require an extension of such sixty-day period, the Plan
Administrator's decision shall be rendered as soon as possible, but not later
than 120 days after receipt of the request for review. If an extension of time
for review is required, written notice of the extension shall be furnished to
the Member, beneficiary, or the representative of such Member or beneficiary
prior to the commencement of the extension period.
8.8 INDEMNITY. To the extent permitted by applicable law, the
Company shall indemnify and save harmless the Compensation Committee of the
Directors, the Plan Administrator and any individual acting as Plan
Administrator (or as its delegate) against any and all expenses, liabilities
and claims (including legal fees incurred to defend against such liabilities
and claims) arising out of their discharge in good faith of responsibilities
under or incident to the Plan. Expenses and liabilities arising out of willful
misconduct shall not be covered under this indemnity. This indemnity shall not
preclude such further indemnities as may be available under insurance purchased
by the Company or provided by the Company under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, as such indemnities are
permitted under applicable law.
VIII-3
<PAGE> 20
IX.
ADMINISTRATION OF FUNDS
9.1 PAYMENT OF EXPENSES. All expenses incident to the administration
of the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Plan Administrator, may be paid by the Company and,
if not paid by the Company, shall be paid by the Trustee from the Trust Fund.
9.2 TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms of the
Trust Agreement. The Plan Administrator shall maintain one or more Accounts in
the name of each Member, but the maintenance of an Account designated as the
Account of a Member shall not mean that such Member shall have a greater or
lesser interest than that due him by operation of the Plan and shall not be
considered as segregating any funds or property from any other funds or
property contained in the commingled fund. No Member shall have any title to
any specific asset in the Trust Fund.
IX-1
<PAGE> 21
X.
NATURE OF THE PLAN
The Company intends and desires by the adoption of the Plan to recognize
the value to the Company of the past and present services of employees covered
by the Plan and to encourage and assure their continued service with the
Company by making more adequate provision for their future retirement security.
The Plan is intended to constitute an unfunded, unsecured plan of deferred
compensation for a select group of management or highly compensated employees
of the Company. Plan benefits herein provided are to be paid out of the
Company's general assets. Nevertheless, subject to the terms hereof and of the
Trust Agreement, the Company may transfer money or other property to the
Trustee and the Trustee shall pay Plan benefits to Members and their
beneficiaries out of the Trust Fund. To the extent the Company transfers
assets to the Trustee pursuant to the Trust Agreement, the Plan Administrator
may, but need not, establish procedures for the Trustee to invest the Trust
Fund in accordance with each Member's designated deemed investments pursuant to
Article IV respecting the portion of the Trust Fund assets equal to such
Member's Account(s).
The Compensation Committee of the Directors shall establish the Trust
and direct the Company to enter into the Trust Agreement. In such event, the
Company shall remain the owner of all assets in the Trust Fund and the assets
shall be subject to the claims of Company creditors if the Company ever becomes
insolvent. For purposes hereof, the Company shall be considered "insolvent" if
(a) the Company is unable to pay its debts as they become due, or (b) the
Company is subject to a pending proceeding as a debtor under the United Sates
Bankruptcy Code (or any successor federal statute). The chief executive
officer of the Company and its board of directors shall have the duty to inform
the Trustee in writing if the Company becomes insolvent. Such notice given
under the preceding sentence by any party shall satisfy all of the parties'
duty to give notice. When so informed, the Trustee shall suspend payments to
the Members and hold the assets for the benefit of the Company's general
creditors. If the Trustee receives a written allegation that the Company is
insolvent, the Trustee shall suspend payments to the Members and hold the Trust
Fund for the benefit of the Company's general creditors, and shall determine
within the period specified in the Trust Agreement whether the Company is
insolvent. If the Trustee determines that the Company is not insolvent, the
Trustee shall resume payments to the Members. No Member or beneficiary shall
have any preferred claim to, or any beneficial ownership interest in, any
assets of the Trust Fund.
X-1
<PAGE> 22
XI.
ADOPTING ENTITIES
It is contemplated that other corporations, associations, partnerships
or proprietorships may adopt this Plan and thereby become the Company. Any
such entity, whether or not presently existing, may become a party hereto by
appropriate action of its officers without the need for approval of its board
of directors or noncorporate counterpart or of the Directors; provided,
however, that such entity must be an Affiliate. The provisions of the Plan
shall apply separately and equally to each Company and its employees in the
same manner as is expressly provided for Parker & Parsley Petroleum Company and
its employees, except that the power to appoint or otherwise affect the Plan
Administrator or the Trustee and the power to amend or terminate the Plan or
amend the Trust Agreement shall be exercised by the Directors alone. Transfer
of employment among Companies and Affiliates shall not be considered a
termination of employment hereunder. Any Company may, by appropriate action of
its officers without the need for approval of its board of directors or
noncorporate counterpart or the Directors, terminate its participation in the
Plan. Moreover, the Directors may, in their discretion, terminate a Company's
Plan participation at any time.
XI-1
<PAGE> 23
XII.
MISCELLANEOUS
12.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the
Plan shall not be deemed to be a contract between the Company and any person or
to be consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of
the Company or to restrict the right of the Company to discharge any person at
any time nor shall the Plan be deemed to give the Company the right to require
any person to remain in the employ of the Company or to restrict any person's
right to terminate his employment at any time.
12.2 ALIENATION OF INTEREST FORBIDDEN. The interest of a Member or
his beneficiary or beneficiaries hereunder may not be sold, transferred,
assigned, or encumbered in any manner, either voluntarily or involuntarily, and
any attempt so to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be null and void; neither shall the benefits
hereunder be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person to whom such benefits or funds are payable,
nor shall they be an asset in bankruptcy or subject to garnishment, attachment
or other legal or equitable proceedings.
12.3 WITHHOLDING. All deferrals and payments provided for hereunder
shall be subject to applicable withholding and other deductions as shall be
required of the Company under any applicable local, state or federal law.
12.4 AMENDMENT AND TERMINATION. The Compensation Committee of the
Directors may from time to time, in their discretion, amend, in whole or in
part, any or all of the provisions of the Plan; provided, however, that no
amendment may be made that would impair the rights of a Member with respect to
amounts already allocated to his Accounts. The Compensation Committee of the
Directors may terminate the Plan at any time. In the event that the Plan is
terminated, the balance in a Member's Accounts shall be paid to such Member or
his designated beneficiary in the manner specified by the Plan Administrator,
which may include the payment of a single lump sum, cash payment in full
satisfaction of all of such Member's or beneficiary's benefits hereunder.
12.5 SEVERABILITY. If any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof; instead, each provision shall be fully
severable and the Plan shall be construed and enforced as if said illegal or
invalid provision had never been included herein.
12.6 LOANS. Loans shall not be permitted under the Plan and Members
shall not be eligible to borrow from any Account hereunder.
XII-1
<PAGE> 24
12.7 GOVERNING LAWS. All provisions of the Plan shall be construed in
accordance with the laws of Texas except to the extent preempted by federal
law.
EXECUTED this 20th day of August, 1997.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ LARRY PAULSON
------------------------------
Name: Larry Paulson
-----------------------
Title: VP - Administration and
-----------------------
Risk Management
-----------------------
XII-2
<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
October 31, 1997
Pioneer Natural Resources Company
1400 Williams Square West
5205 North O'Connor Boulevard
Irving, Texas 75039
Ladies and Gentlemen:
We have acted as counsel for Pioneer Natural Resources Company, a
Delaware corporation (the "COMPANY"), in connection with the Company's
registration under the Securities Act of 1933, as amended (the "ACT"), of an
indeterminate amount of interests (the "INTERESTS") in the Pioneer Natural
Resources Company Deferred Compensation Retirement Plan (the "PLAN") under the
Company's Registration Statement on Form S-8 (the "REGISTRATION STATEMENT")
filed with the Securities and Exchange Commission (the "COMMISSION") on October
31, 1997.
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Restated Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware, (iii) the Bylaws of the Company,
(iv) certain minutes of meetings of, and resolutions adopted by, the Board of
Directors of the Company authorizing the issuance and offering of the Interests
in the Plan, and (v) the Plan.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and
complete copies of the originals thereof, and (v) all persons executing and
delivering the documents we examined were competent to execute and deliver such
documents.
Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Interests, when
offered and issued by the Company pursuant to the terms of the Plan, will be
legally issued, fully paid and non-assessable.
This opinion is limited in all respects to the laws of the State of
Texas, the Delaware General Corporation Law and the federal laws of the United
States of America. You should be aware that we are not admitted to the
practice of law in the State of Delaware.
<PAGE> 2
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Pioneer Natural Resources Company
We consent to the use of our reports incorporated herein by reference. Our
report refers to a change in the method of accounting for the impairment of
long-lived assets and for long-lived assets to be disposed of.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Midland, Texas
October 29, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
October 29, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 registration
statement of Pioneer Natural Resources Company of our report dated July 26,
1996, on our audit of the financial statements of Greenhill Petroleum
Corporation as of June 30, 1996, and for the year ended.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Houston, Texas
October 30, 1997
