ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2013, Pioneer Energy Services Corp. (the "Company") implemented the Pioneer Energy Services Corp. Nonqualified Retirement Savings and Investment Plan (the "Plan"), an unfunded nonqualified deferred compensation plan for its non-employee directors and a select group of management or highly compensated employees. The Plan will be effective on April 1, 2013. Neither the Company's principal executive officer or principal financial officer, nor any other named executive officer, has yet elected to participate in the Plan. Unless otherwise determined by the committee administering the Plan, (i) eligible employees may irrevocably elect to defer up to 80% of their base salary, up to 100% of their bonuses, or up to 100% of their restricted stock units, and (ii) non-employee directors may irrevocably elect to defer up to 100% of their director fees or 100% of their restricted stock units, under the Plan. A participant's deferrals will be credited to an account under the Plan and that account will be credited (or debited) with earnings and loses based on the actual rate of return of hypothetical investments. Participants are fully vested in their deferred contributions. The Company may make additional contributions to a Participant's account under the Plan in such amounts and at such times as approved by the Board of Directors of the Company (the "Board") or the compensation committee of the Board (the "Compensation Committee"), which contributions shall vest as determined by the Board or the Compensation Committee.
A participant's account under the Plan will be distributed (i) upon his or her separation of service, including retirement or death or (ii) on another scheduled distribution date as provided by Section 409A of the Internal Revenue Code of 1986, as amended. Distributions will be paid in lump sum or in annual installments for two (2) to fifteen (15) years, in each case, as provided in the Plan. In addition, participants may make withdrawals from the Plan in the event of an unforeseeable financial emergency, as defined in the Plan, subject to the approval of the committee administering the Plan. Any required federal, state or local tax withholding may be withheld from any payment made pursuant to the Plan or from any other compensation payable to a participant.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to full text of the Plan, which is attached to this report as Exhibit 10.1, and incorporated by reference herein. ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Pioneer Energy Services Corp. Nonqualified Retirement Savings and Investment Plan

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