exv10w2



 






EXHIBIT 10.2




PIONEER NATURAL RESOURCES COMPANY



SEVERANCE AGREEMENT




     This Severance Agreement (“Agreement”) is entered into, as of August 16, 2005, among Pioneer
Natural Resources Company, a Delaware corporation (“Parent”), Pioneer Natural Resources USA, Inc.,
a Delaware corporation that is a wholly-owned subsidiary of Parent (“Employer”) and Scott D.
Sheffield (“Employee”). As used henceforth in this Agreement, the term “Company” shall be deemed
to include Parent and its direct or indirect majority-owned subsidiaries.



Recitals




     Parent and Employer acknowledge that Employee possesses skills and knowledge instrumental to
the successful conduct of the Company’s business. Parent and Employer are willing to enter into
this Agreement with Employee in order to better ensure themselves of access to the continued
services of Employee.



     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows:



     1. Term. The term of this Agreement shall commence on the date indicated above (the
“Effective Date”) and end on September 30, 2007. Thereafter, on the date on which the term of this
Agreement (as it may be extended from time to time under this paragraph 1) would otherwise expire,
so long as Employee is still an employee of the Company on such date, such term will be
automatically extended for 12 months, unless Parent shall have provided written notice to Employee
at least 6 months before the date that the term would otherwise expire that it does not want the
term to be extended. Parent may deliver a conditional notice of non-renewal that will be effective
only if Employee does not agree, within the time period specified by Parent, to any amendment or
modification of this Agreement that Parent shall request be executed as a condition to allowing the
term hereof to be extended. Notwithstanding the foregoing, so long as Employee is in the employ of
the Company on the date on which a Potential Change in Control occurs, the term of this Agreement
shall continue in effect following such Potential Change in Control until the date on which the
term of any separate agreement between Parent and Employer and Employee relating to the provision
of severance and other benefits after a Change in Control (the “Change in Control Agreement”)
expires; provided, however, that upon the occurrence of such a Change in Control, this Agreement
shall terminate and such Change in Control Agreement shall govern the rights of Employee to, or
obligations of Parent and Employer to provide, severance and other benefits to Employee.



     2. Certain Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:




     (a) “Accrued Obligations” shall mean any vested amounts or benefits owing to Employee
under any of the Company’s employee benefit plans and programs in which Employee has
participated, including any compensation previously deferred by Employee (together with any
accrued earnings thereon) and not yet paid.




     (b) “Base Salary” shall mean Employee’s annualized base salary at the rate in effect at
the relevant date or event as reflected in Employer’s regular payroll records.



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     (c) “Change in Control” shall mean an event that constitutes a “change in control” as
defined in Parent’s Long-Term Incentive Plan (the “LTIP”), as in effect on the Effective
Date or as subsequently amended from time to time (except that any amendment to such
definition adopted (1) on or within 180 days prior to a Change in Control or Potential
Change in Control or (2) on or after a Potential Change in Control shall not be applied in
determining the definition of such term under this Agreement unless such amendment is
favorable to Employee).




     (d) “Date of Termination” shall mean




     (1) In the case of a termination for which a Notice of Termination is required,
the date of receipt of such Notice of Termination or, if later, the date specified
therein; and




     (2) In all other cases, the actual date on which Employee’s employment
terminates.




     (e) “Disability” shall mean Employee’s physical or mental impairment or incapacity of
sufficient severity such that




     (1) In the opinion of a qualified physician selected by Parent, after taking
into account all reasonable accommodations that the Company has made or could make,
Employee is unable to continue to perform Employee’s duties and responsibilities as
an employee of the Company; or




     (2) Employee’s condition entitles Employee to long-term disability benefits
under any employee benefit plan maintained by the Company in which Employee
participates.




For purposes of subparagraph (e)(1), Employee agrees to provide such access to Employee’s
medical records and to submit to such physical examinations or medical tests as, in the
opinion of the physician selected by Parent, is reasonably necessary to make the
determination required as to Employee’s ability to perform Employee’s duties and
responsibilities. If such physician is unable to render an opinion as to Employee’s ability
to perform such duties and responsibilities due to Employee’s failure to provide such access
to any of Employee’s medical records or to submit to any such examination or test (unless,
in the opinion of such physician such failure is a direct result of Employee’s physical or
mental impairment), any failure by Employee to perform Employee’s duties and
responsibilities shall be deemed not to be on account of Employee’s physical or mental
impairment or incapacity.




     (f) “Earned Salary” shall mean the Base Salary earned by Employee, but unpaid, through
Employee’s Date of Termination.




     (g) “Normal Retirement Date” shall mean the date on which Employee attains age 60.




     (h) “Notice of Termination” shall mean a written notice given by the party effecting
the termination of Employee’s employment which shall



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     (1) Indicate the specific termination provision in this Agreement relied upon;




     (2) Set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Employee’s employment under the provision so
indicated; and




     (3) If the Date of Termination is other than the date of receipt of such
notice, specify the Date of Termination (which date shall be not more than 30 days
after the giving of such notice).




The failure by Employee or Parent or Employer to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Termination for Good Reason or
Termination for Cause shall not waive any right of such party hereunder or preclude such
party from asserting such fact or circumstance in enforcing such party’s rights hereunder.
In the event that a Potential Change in Control has occurred, any Notice of Termination by
Parent or Employer intended to effect a Termination for Cause must be given with 45 days of
Parent or Employer’s having actual knowledge of the events giving rise to Termination for
Cause.




     (i) “Potential Change in Control” shall mean the occurrence of any of the following
events:




     (1) Any person or group shall have announced publicly an intention to effect a
Change in Control, or commenced any action (such as the commencement of a tender
offer for Parent’s common stock or the solicitation of proxies for the election of
any of Parent’s directors) that, if successful, could reasonably be expected to
result in the occurrence of a Change in Control;




     (2) Parent enters into an agreement the consummation of which would constitute
a Change in Control; or




     (3) Any other event occurs which the Board of Directors of Parent (the “Board”)
declares to be a Potential Change in Control.




     (j) “Separation Payment” shall mean any lump sum payment in excess of Earned Salary and
Accrued Obligations payable to Employee under this Agreement.




     (k) “Termination for Cause” shall mean a termination of Employee’s employment by the
Company following the occurrence of any of the following:




     (1) Employee’s continued failure to substantially perform Employee’s duties and
responsibilities (other than any such failure resulting from Employee’s physical or
mental impairment or incapacity);




     (2) Employee’s engaging in fraud or other misconduct that is injurious to the
Company, monetarily or otherwise;




     (3) Employee’s engaging in insubordination;



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     (4) Employee’s violation of, or failure to comply with, any material written
policy, guideline, rule or regulation of the Company;




     (5) Employee’s conviction of (or plea of guilty or nolo contendere to a charge
of) any felony, or any crime or misdemeanor involving moral turpitude or financial
misconduct;




     (6) Employee’s failure, following a written request from Parent, reasonably to
cooperate (including, without limitation, the refusal by Employee to be interviewed
or deposed, or to give testimony) in connection with any investigation or
proceeding, whether internal or external (including, without limitation, by any
governmental or quasi-governmental agency) into the business practices or operations
of the Company; or




     (7) A material violation by Employee of the provisions of paragraphs 5 or 6 of
this Agreement.




     (l) “Termination for Good Reason” shall mean a termination of Employee’s employment by
Employee due to the occurrence of any of the following, without the written consent of
Employee:




     (1) The assignment to Employee of any duties inconsistent in any material
adverse respect with Employee’s position, authority or responsibilities as of the
Effective Date (or as the same may be enhanced after the Effective Date),




     (2) Any other material adverse change in Employee’s position referenced in
subclause (1), including titles, authority or responsibilities from those in effect
immediately prior to such change, provided, however, that it is understood that
removal of Employee from the position of Chairman of the Board, shall not, standing
alone, be deemed to constitute a basis for a Termination for Good Reason;




     (3) If Employee is serving as a member of the Board at any time during the term
of this Agreement, any failure of the Company to nominate Employee for re-election,
or any failure of the shareholders to re-elect Employee, as a member of the Board
(other than due to Employee’s death, Disability, Termination for Cause or voluntary
resignation from the Board), regardless of whether any such failure is susceptible
of cure; or




     (4) Any failure by the Company, other than an insubstantial or inadvertent
failure remedied by the Company promptly after receipt of notice thereof given by
Employee, to provide Employee with Base Salary at the level payable to Employee on
the Effective Date or, if more favorable to Employee, at the highest rate made
available to Employee at any time thereafter.



     3. Termination of Employment, Relocation.




     (a) Right to Terminate. Nothing in this Agreement shall be construed in any way to
limit the right of the Company to terminate Employee’s employment, with or without cause, or
for Employee to terminate Employee’s employment with the Company, with or without reason;
provided, however, that the Company and Employee must



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nonetheless comply with any duty or obligation such party has at law or under any
agreement (including paragraphs 5 and 6 of this Agreement) between the parties.




     (b) Termination due to Death or Disability. Employee’s employment with the Company
shall be terminated upon Employee’s death. By written notice to the other party, either the
Company or Employee may terminate Employee’s employment due to Disability.




     (c) Relocation. Nothing in this Agreement shall be construed in any way to limit the
right of the Company to require Employee to perform Employee’s services on behalf of the
Company at a different location or locations than the one at which Employee was performing
Employee’s services immediately prior to the date hereof, or to require the Company to pay
or provide any benefits to Employee on account of such relocation, other than to the extent
benefits would be payable to Employee under the Company’s applicable relocation policy as in
effect at the relevant time.



     4. Amounts Payable Upon Termination of Employment. The following provisions shall apply to
any termination of Employee’s employment:




     (a) Death, Disability or Normal Retirement. In the event that Employee’s employment
terminates due to Employee’s death or Disability (regardless of whether such Disability
termination is initiated by Employee or the Company), or due to the voluntary retirement by
Employee (which is not a Termination for Good Reason) at or after attaining Employee’s
Normal Retirement Date, Parent or Employer shall pay Employee (or, if applicable, Employee’s
beneficiaries or legal representative(s)):




     (1) The Earned Salary, as soon as practicable (but not more than 10 days)
following Employee’s Date of Termination;




     (2) The Accrued Obligations, in accordance with applicable law and the
provisions of any applicable plan, program, policy or practice; and




     (3) A Separation Payment in an amount equal to Employee’s Base Salary, which
shall be paid, in all cases other than voluntary retirement on or after Normal
Retirement Date, within 10 days following Employee’s Date of Termination, and, in
the case of voluntary retirement on or after Normal Retirement Date, 6 months and 1
day after Employee’s Date of Termination.




     (b) Cause and Voluntary Termination. If Employee’s employment is terminated by the
Company in a Termination for Cause or voluntarily by Employee (other than in a Termination
for Good Reason or at or after Normal Retirement Date), Parent or Employer shall pay
Employee




     (1) The Earned Salary, as soon as practicable (but not more than 10 days)
following Employee’s Date of Termination; and




     (2) The Accrued Obligations, in accordance with applicable law and the
provisions of any applicable plan, program, policy or practice.




     (c) Termination for Good Reason or Not for Cause. If Employee terminates Employee’s
employment in a Termination for Good Reason, or the Company terminates



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Employee’s employment for any reason other than those described in paragraphs 4(a) and
(b) above, Parent or Employer shall pay or shall provide to Employee the following benefits
and compensation:




     (1) The Earned Salary, as soon as practicable (but not more than 10 days)
following Employee’s Date of Termination;




     (2) The Accrued Obligations, in accordance with applicable law and the
provisions of any applicable plan, program, policy or practice;




     (3) A Separation Payment, as soon as practicable (but not more than 10 days)
following the expiration of the revocation period stated in the General Release
Agreement described in subparagraph 4(d) below, in an amount equal to the sum of




     (i) 3 times Employee’s Base Salary;




     (ii) The product of (A) the monthly amount that, on the Date of
Termination, Employee would be required to pay to continue coverage under
the Employer’s group health plan(s) (as defined by the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s
eligible dependents, if any, covered thereunder immediately prior to the
Date of Termination and (B) 36; provided, however, that, if Employee is
covered under group health plan(s) not subject to COBRA, instead of
including this amount as part of the Separation Payment, the Company shall
either, at its election, provide Employee and Employee’s covered dependents
continued coverage under such medical plan, at its expense, for a number of
months equal to the number specified in this subparagraph (c)(3)(ii)(B) or
include in the Separation Payment an amount equal to the value of such
continued coverage. For the avoidance of doubt, such payment shall not in
any way alter, modify or affect Employee’s right to (and the conditions upon
which, and the period during which, Employee may elect to) continue coverage
for Employee and Employee’s eligible dependents under COBRA ; and




     (iii) If the termination of employment is by the Company and if the
Date of Termination is less than 30 days after the date Notice of
Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s
Base Salary, which amount shall be paid in cash on the Date of Termination;
and




     (4) Full vesting, as of the Date of Termination, of all of the grants (other
than stock options granted on or before the date hereof which would not have become
vested upon such a termination under the terms thereof in effect immediately prior
to the date of this Agreement) made to Employee under the LTIP which are outstanding
on the Date of Termination.




     (d) Separation Payment Contingent on Release. Any Separation Payment payable to
Employee under subparagraph 4(c) shall be subject to, and contingent upon, Employee’s
execution and non-revocation of a General Release Agreement in favor of



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 the Company in substantially the form and substance as the one attached hereto as
Schedule A.



     5. Nonpublic Information.




     (a) Acknowledgement of Access. Employee hereby acknowledges that, in connection with
Employee’s employment with the Company, Employee has received, and will continue to receive,
various information regarding the Company and its business, operations and affairs. All
such information, to the extent not publicly available other than as a result of a
disclosure by Employee in violation of this Agreement, is referred to herein as the
“Nonpublic Information.”




     (b) Agreement to Keep Confidential. Employee hereby agrees that, from and after the
Effective Date and continuing until 3 years following the Employee’s Date of Termination,
Employee will keep all Nonpublic Information confidential and will not, without the prior
written consent of the Board or the President of Parent, disclose any Nonpublic Information
in any manner whatsoever or use any Nonpublic Information other than in connection with the
performance of Employee’s services to the Company; provided, however, that the provisions of
this subparagraph shall not prevent Employee from




     (1) Disclosing any Nonpublic Information to any other employee of the Company
or to any representative or agent of the Company (such as an independent accountant,
engineer, attorney or financial advisor) when such disclosure is reasonably
necessary or appropriate (in Employee’s judgment) in connection with the performance
by Employee of Employee’s duties and responsibilities;




     (2) Disclosing any Nonpublic Information as required by applicable law, rule,
regulation or legal process (but only after compliance with the provisions of
subparagraph (c) of this paragraph); and




     (3) Disclosing any information about this Agreement and Employee’s other
compensation arrangement to Employee’s spouse, financial advisors or attorneys, or
to enforce any of Employee’s rights under this Agreement.




     (c) Commitment to Seek Protective Order. If Employee is requested pursuant to, or
required by, applicable law, rule, regulation or legal process to disclose any Nonpublic
Information, Employee will notify Parent promptly so that the Company may seek a protective
order or other appropriate remedy or, in Parent’s sole discretion, waive compliance with the
terms of this subparagraph, and Employee will fully cooperate in any attempt by the Company
to obtain any such protective order or other remedy. If no such protective order or other
remedy is obtained, or if Parent waives compliance with the terms of this subparagraph,
Employee will furnish or disclose only that portion of the Nonpublic Information as is
legally required and will exercise all reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded the Nonpublic Information that is so disclosed.



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     6. Non-Solicitation and Non-Interference.




     (a) Non-Solicitation of Employees. During the period of Employee’s employment with the
Company (the “Employment Period”) and during the 2 year period following Employee’s Date of
Termination (the “Restriction Period”), Employee shall not directly or indirectly induce any
employee of the Company to terminate employment with such entity, and shall not directly or
indirectly, either individually or as owner, agent, employee, consultant or otherwise,
employ or offer employment to any person who is or was employed by the Company unless such
person shall have ceased to be employed by the Company for a period of at least 6 months.




     (b) Non-Interference with Business Relationships. During the Employment Period and the
Restriction Period, Employee shall not directly or indirectly take any actions which can
reasonably be expected to, or are intended to, disrupt or interfere with in any significant
way any existing relationship that the Company has with any third party.




     (c) No Disparaging Comments. Except to the extent otherwise required or compelled at
law or under subpoena, during the Employment Period and the Restriction Period, Employee
shall refrain from making any public derogatory or disparaging comment concerning the
Company or any of the current or former officers, directors or employees of the Company.
Notwithstanding the immediately preceding sentence, nothing herein shall be construed to
preclude Employee from enforcing any rights or claims Employee may have against the Company
(or to defend against any claims by the Company) arising under this Agreement.




     (d) Company Property. Promptly following Employee’s Date of Termination, Employee
shall return to the Company all property of the Company, and all copies thereof in
Employee’s possession or under Employee’s control.



     7. Miscellaneous Provisions.




     (a) No Mitigation, No Offset. Employee shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or otherwise, and the
amount of any payment provided for in this Agreement shall not be reduced by any
compensation earned by Employee as the result of employment by another employer after the
Date of Termination or otherwise. Except as provided in subparagraph 4(d), Parent’s or
Employer’s obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other right which the
Company may have against Employee or others whether by reason of the subsequent employment
of Employee or otherwise.




     (b) Arbitration. Except to the extent provided in paragraph 7(d), any dispute or
controversy arising under or in connection with this Agreement shall be resolved by binding
arbitration. The arbitration shall be held in Dallas, Texas and except to the extent
inconsistent with this Agreement, shall be conducted in accordance with the Expedited
Employment Arbitration Rules of the American Arbitration Association then in effect at the
time of the arbitration, and otherwise in accordance with principles which would be applied
by a court of law or equity. The arbitrator shall be acceptable to both Parent and
Employee. If the parties cannot agree on an acceptable arbitrator, the



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dispute shall be heard by a panel of three arbitrators, one appointed by each of the
parties and the third appointed by the other two arbitrators. The arbitrator may award
pre-judgment interest on any amount found to be due under this Agreement at a rate not in
excess of the rate that would be payable with respect to judgments rendered in a Texas state
court.




     (c) Attorney Fees. All legal fees and other costs incurred by Employee in connection
with the resolution of any dispute or controversy under or in connection with this Agreement
shall be reimbursed by the Company to Employee if such dispute or controversy is resolved in
favor of Employee. The Company shall be responsible for, and shall pay, all legal fees and
other costs incurred by the Company in connection with the resolution of any dispute or
controversy under or in connection with this Agreement, regardless of whether such dispute
or controversy is resolved in favor of the Company or Employee.




     (d) Equitable Relief Available. Employee acknowledges that remedies at law may be
inadequate to protect the Company against any actual or threatened breach by Employee of the
provisions of paragraphs 5 or 6. Accordingly, without prejudice to any other rights or
remedies otherwise available to the Company, Employee agrees that the Company shall have the
right to equitable and injunctive relief (without requirement to post any bond) to prevent
any breach of the provisions of paragraphs 5 or 6 (without any requirement to post any
bond), as well as to such damages or other relief as may be available to the Company by
reason of any such breach that does occur.




     (e) Not A Contract of Employment. Employee acknowledges that that this Agreement is
not an “employment agreement” or “employment contract” (written or otherwise), as either
term is used or defined in, or contemplated by or under




	 	(1)	 	Parent’s LTIP;
	 
	 	(2)	 	Any other plan or agreement to which the Company is a party; or
	 
	 	(3)	 	Applicable statutory, common or case law.






     (f) Notices. Any Notice of Termination or other communication called for by the terms
of this Agreement shall be in writing and either delivered personally or by registered or
certified mail (postage prepaid and return receipt requested) and shall be deemed given when
received at the following addresses (or at such other address for a party as shall be
specified by like notice):




     (1) If to Parent, Employer or the Company, 5205 North O’Connor Boulevard, Suite
900, Irving, Texas 75039, Attention: General Counsel;




     (2) If to Employee, the address of Employee set forth below Employee’s
signature on the signature page of this Agreement.




     (g) Assignment. Employer may assign its duties and obligations hereunder to any other
direct or indirect, majority-owned subsidiary of Parent, but shall remain secondarily liable
for the performance of this Agreement by Parent and/or any such assignee. Except pursuant
to the immediately preceding sentence or an assumption by a successor described in
subparagraph (h) of this paragraph, the rights and obligations



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of Parent and Employer pursuant to this Agreement may not be assigned, in whole or in
part, by Parent or Employer to any other person or entity without the express written
consent of Employee. The rights and obligations of Employee pursuant to this Agreement may
not be assigned, in whole or in part, by Employee to any other person or entity without the
express written consent of the Board.




     (h) Successors. Parent shall require any successor (whether direct or indirect) to all
or substantially all of the business or assets of Parent (whether by purchase of securities,
merger, consolidation, sale of assets or otherwise), to expressly assume and agree to
perform the obligations to be performed by the Company under this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall be binding on, and shall inure to the
benefit of, Parent, Employer, the Company, Employee and their respective successors,
permitted assigns, personal and legal representatives, executors, administrators, heirs,
distributees, devisees and legatees, as applicable.




     (i) Amendments and Waivers. No provision of this Agreement may be amended or otherwise
modified, and no right of any party to this Agreement may be waived, unless such amendment,
modification or waiver is agreed to in a written instrument signed by Employee and Company.
No waiver by either party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by the other party hereto shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time.




     (j) Complete Agreement. This Agreement replaces and supersedes all prior agreements,
including, but not limited to, the Severance Agreement between Parent and Employee, as in
effect immediately prior to the date hereof, among the parties with respect to payments to
be made to Employee upon the termination of Employee’s employment prior to a Change in
Control, and the provisions of this Agreement constitute the complete understanding and
agreement among the parties with respect to such subject matter. Nothing in this
subparagraph (j) is intended to, or shall be construed to (1) supercede the Change in
Control Agreement or (2) limit Employee’s rights under the LTIP or any other Company plan,
program, policy or practice (other than any plan, program, policy or practice primarily
providing severance or other termination benefits) generally applicable to similarly
situated employees.




     (k) Governing Law. THIS AGREEMENT IS BEING MADE AND EXECUTED IN, AND IS INTENDED TO BE
PERFORMED IN, THE STATE OF TEXAS AND SHALL BE GOVERNED, CONSTRUED, INTERPRETED AND ENFORCED
IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS.




     (l) Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and
the same agreement.




     (m) Construction. The captions of the paragraphs, subparagraphs and sections of this
Agreement have been inserted as a matter of convenience of reference only and shall not
affect the meaning or construction of any of the terms or provisions of this Agreement.
Unless otherwise specified, references in this Agreement to a “paragraph,” “subparagraph,”
“section,” “subsection” or “schedule” shall be considered to be references to the
appropriate paragraph, subparagraph, section, subsection or



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schedule, respectively, of this Agreement. As used in this Agreement, the term
“including” shall mean “including, but not limited to.”




     (n) Validity and Severability. If any term or provision of this Agreement is held to
be illegal, invalid or unenforceable under the present or future laws effective during the
term of this Agreement, (1) such term or provision shall be fully severable, (2) this
Agreement shall be construed and enforced as if such term or provision had never comprised a
part of this Agreement and (3) the remaining terms and provisions of this Agreement shall
remain in full force and effect and shall not be affected by the illegal, invalid or
unenforceable term or provision or by its severance from this Agreement. Furthermore, in
lieu of such illegal, invalid or unenforceable term or provision, there shall be added
automatically as a part of this Agreement, a term or provision as similar to such illegal,
invalid or unenforceable term or provision as may be possible and be legal, valid and
enforceable.




     (o) Survival. Notwithstanding anything else in this Agreement to the contrary,
paragraphs 5, 6 and 7, and, to the extent that any of Parent’s and Employer’s obligations
thereunder have not theretofore been satisfied, paragraph 4 of this Agreement shall survive
the termination hereof.




     (p) Joint and Several Liability. Parent and Employer (or any assignee of Employer
pursuant to paragraph 7(g)) shall each be jointly and severally liable to Employee hereunder
with regard to any obligation imposed by the terms hereof on Parent or Employer.



(SIGNATURE PAGE ATTACHED)




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     In Witness Whereof, the parties have executed this Agreement to be effective as of the
Effective Date.



	 	 	 	 	 
	 	 	PIONEER NATURAL RESOURCES COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark S. Berg
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Mark S. Berg

Executive Vice President
	 
	 	 	 	 
	 	 	PIONEER NATURAL RESOURCES USA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark S. Berg
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Mark S. Berg

Executive Vice President
	 
	 	 	 	 
	 	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Scott D. Sheffield
	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	5205 North O’Connor Blvd.

	 	 	Suite 900

	 	 	Irving, Texas 75039-3746






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Schedule A




GENERAL RELEASE AGREEMENT



NOTICE: You should thoroughly review and understand the effect of this General Release
Agreement (“Release”) before signing it, and you are advised to discuss this document with your
attorney. In accordance with the requirements of the Older Workers Benefit Protection Act
(“OWBPA”), you are allowed at least [number] days from the date of your receipt of this document
to consider the offer made to you and to return an executed copy of this Release to the Vice
President Administration. Additionally, after you have executed this Release, you have seven (7)
days to reconsider and revoke your agreement.



GENERAL RELEASE: In consideration of my acceptance of the payments and benefits offered to me
under the Pioneer Natural Resources Company Severance Agreement effective [date][, as amended,]
(the “Agreement”), I hereby release and discharge Pioneer Natural Resources Company (the “Company”)
and its subsidiaries and affiliates, and the officers, directors, employees, agents, predecessors,
successors, and assigns of such entities (collectively the “Released Parties) from any and all
claims, liabilities, demands, and causes of action, known or unknown, fixed or contingent, which I
have or claim against any of them as a result of my employment the termination of my employment or
any other act or omission relating to any matter arising on or before the date I sign this Release,
including but not limited to claims arising under federal, state, or local laws prohibiting
employment discrimination, including, but not limited to, the Age Discrimination in Employment Act,
and including, but not limited to, claims arising out of any legal restrictions, contractual or
otherwise, on the Company’s right to terminate the employment of its employees (any and all
“Potential Claims”), and I do hereby agree not to file a lawsuit, arbitral proceeding or other
legal action to assert such Potential Claims. I acknowledge and agree that the Released Parties
may recover from me any loss, including attorney’s fees and costs of defending against any such
legal action, that they may suffer arising out of my breach of this Release.



I understand that this Release is final and binding, and I agree not to challenge its
enforceability other than as permitted by applicable laws. If I do challenge the enforceability of
this Release other than with respect to claims of age discrimination, I agree initially to tender
to the Company an amount equivalent to the payment and benefits I received pursuant to the
Agreement, and invite the Company to retain such amount and agree with me to cancel this Release.
In the event the Company accepts this offer, the Company shall retain such amount and this Release
will be void. In the event the Company does not accept such offer, the Company shall so notify me,
and shall place such amount in an interest-bearing escrow account pending the resolution of any
dispute as to whether this Release shall be set aside and/or otherwise be rendered unenforceable.
If I am successful in challenging the enforceability of this Release as to age discrimination
claims, then, to the extent permitted by law, any damages I may recover for those claims will be
offset by any payments and benefits made to me under the Agreement.



I acknowledge and agree that the Company has no legal obligation to provide the payments and/or
benefits offered to me under the Agreement, except in exchange for this Release, and my acceptance
of such payments and benefits constitutes my agreement to all terms and conditions set forth in
this Release.



I acknowledge and agree that, except to the extent otherwise provided in the Agreement or
prohibited by law (for example by the OWBPA with respect to claims of age discrimination), this
Release constitutes a waiver of any and all Potential Claims that I have or may have against the
Released Parties. I further acknowledge and agree that this Release has no effect on any
obligations I have assumed under the Agreement with respect to confidentiality, non-solicitation,
non-interference and other such matters and that any such obligations shall survive my execution of
this Release in accordance with the terms of the Agreement.



I acknowledge that I have [number] days to consider this Release before executing it, although I
may execute it any time during this [number] day period (but not before my last day of employment),
that I may revoke this Release within 7 days after I execute it by written notice to the Company’s
Vice President of Administration and that this Release will not become effective or enforceable,
and the payments and benefits offered under the Agreement will not be made or provided, until
expiration of this 7 day period without my revocation.



I have carefully read and fully understand all of the provisions of this Release. I further
acknowledge that entering into this General Release Agreement is knowing and voluntary on my part,
that I have had a reasonable time to deliberate regarding its terms, and that I have had the right
to consult with an attorney prior to executing this Release if I so desired.




	 	 	 	 	 
	 	 	 
	Date signed:

	 	Signature of [employee]	 	 
	 
	 	 	 	 
	 	 	 
	Date signed:

	 	Witness	 	 






 









 






Schedule I



1. The Company entered into a Severance Agreement with Timothy L. Dove which varied from Exhibit
10.2 in the following respects:





a. The definition of “Termination for Good Reason” does not include the failure of the
Company or its shareholders to nominate and re-elect the employee as a member of the Board of
Directors of the Company.




b. The Separation Payment due under Section 4(c)(3) consists of (i) 2.5 times the
employee’s base salary, (ii) an amount equal to 30 months of medical premiums and (iii) an
amount equal to 1/12 of the employee’s base salary if the date of termination is less than 30
days following the notice of termination and the employee’s employment is terminated by the
Company .


2. The Company entered into Severance Agreements with each of A.R. Alameddine, Mark S.
Berg, Chris J. Cheatwood, Richard P. Dealy, Darin G. Holderness and Danny L. Kellum, which varied
from Exhibit 10.2 in the following respects:





a. The definition of “Termination for Good Reason” in Section 2(n) was modified to
provide, in its entirety, the following:




“Termination for Good Reason” shall mean a termination of Employee’s employment by
Employee within 30 days after




(1) the earlier of receipt by Employee of (i) written notice of an
Excessive Salary Reduction and (ii) Employee’s first paycheck that
reflects an Excessive Salary Reduction; or




(2) if Employee is an officer of Parent or Employer, the demotion of Employee
to either a non-officer position or an officer position with such entity that
is junior to the officer position held by Employee immediately prior to such
demotion.




b. The Separation Payment due under Section 4(c)(3) consists of (i) 1 times the
employee’s base salary, (ii) an amount equal to 18 months of medical premiums and (iii) an
amount equal to 1/12 of the employee’s base salary if the date of termination is less than 30
days following the notice of termination and the employee’s employment is terminated by the
Company.




c. Section 4(c)(4) was modified to provide, in its entirety, the following:




Any additional rights that may be afforded to Employee in accordance with the terms of
the LTIP with respect to awards made to Employee thereunder which are not vested as of
such Date of Termination.