These excerpts taken from the PXD 10-Q filed May 11, 2009.
Normal Retirement. In the event that your employment with the Company and each of its Subsidiaries by which you are employed terminates during the Performance Period due to your retirement at or after having attained age 60, you shall be deemed to have Earned Performance Units, as of the end of the Performance Period, equal in number to the product of (i) the number of Earned Performance Units that you would have earned in accordance with Section 2 had you remained employed through the end of the Performance Period multiplied by (ii) the Pro-Ration Fraction. Any portion of the Performance Units that cannot become earned and payable in accordance with the preceding sentence shall terminate and automatically be cancelled as of the date of your termination of employment. Any portion of your Performance Units that is eligible to be earned pursuant to first sentence of this
subparagraph (b), but is not earned as of the end of the Performance Period, shall terminate and be canceled upon the expiration of such Performance Period.
Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or after the date you attain age 60.
5. Adjustment Provisions. In the event there is any change in the Stock by reason of any reorganization, recapitalization, stock split, stock dividend, combination of shares or otherwise, the number of shares associated with this Option shall be adjusted in the manner consistent with the adjustment provisions provided in Section 9(b) and 9(c)(ii) of the Plan.
6. Transferability. This Option, and any rights or interests therein, will be transferable by you only to the extent permitted pursuant to the terms of Section 10 of the Plan or approved by the Committee.
7. Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.
8. Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise. If, due to Section 4 of the Plan, the Company fails or is unable to permit you to exercise all or any part of this Option following your delivery of written notice of exercise to the Company and tender of performance in accordance with this Agreement (which failure shall not be deemed a permitted delay pursuant to Section 24 of this Agreement), as your sole and exclusive remedy for such failure, in addition to the rights provided under the first sentence of this Section 8, you may require the Company to pay to you an amount in cash equal to the product of (i) the number of shares of Stock with respect to which the Company failed to permit you to exercise your Option, times (ii) the difference of (A) the Fair Market Value of one share of Stock on the date of your exercise minus (B) the purchase price set forth in Section 1 of this Agreement (as adjusted pursuant to this Agreement and the Plan). The Company shall make such payment to you with in ten (10) following receipt of your written demand therefor, subject to compliance with any tax withholding obligations that the Company in its discretion deems to be necessary with respect to such payment. Upon such payment to you, that portion of the Option as to which you tendered a notice of exercise but for which exercise was not permitted shall terminate and cease to be exercisable.
9. Information Confidential. As partial consideration for the granting of the Option hereunder, you hereby agree with the Company that you will keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor militating against the advisability of granting any such future award to you.