SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2006
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PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13245 75-2702753
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification Number)
5205 N. O'Connor Blvd 75039
Suite 200 (Zip code)
Irving, Texas
(Address of principal
executive offices)
Registrant's telephone number, including area code: (972) 444-9001
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers........................................ 3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits............................................... 3
Signature............................................................... 4
Exhibit Index........................................................... 5
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On December 18, 2006, the Compensation and Management Development Committee
(the "Committee") of the Board of Directors of Pioneer Natural Resources Company
(the "Company") approved a program under the Company's 2006 Long-Term Incentive
Plan to make grants to the Company's executive and other officers of a
combination of restricted stock and performance unit awards. The delivery of
shares in payment of the performance unit awards will be contingent upon the
achievement of certain performance criteria. The principal terms of the program
are reflected on a Summary Term Sheet approved by the Committee, a copy of which
is filed herewith as Exhibit 10.1 and incorporated herein by reference.
The initial grants under the program are expected to be awarded in February
2007 and will be represented by agreements between the Company and each officer,
the terms of which are expected to be substantially as described in the Summary
Term Sheet.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 -- Summary Term Sheet
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
/s/ Darin G. Holderness
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Darin G. Holderness
Vice President and Chief Accounting Officer
Dated: December 19, 2006
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EXHIBIT INDEX
Exhibit
Number Exhibit Title
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10.1 (a) Summary Term Sheet
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(a) Filed herewith.
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