8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: February 23, 2012 (February 16, 2012)

(Date of Earliest Event Reported)

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia	1-13283	23-1184320
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Four Radnor Corporate Center, Suite 200 100 Matsonford Road, Radnor, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 687-8900

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 (see General Instruction A.2. below):

¨ 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))

Item 1.01. Entry into a Material Definitive Agreement.

Director Compensation

On February 16, 2012, the Board of Directors (the “Board”) of Penn Virginia Corporation (the “Company”) approved a change to the Company’s director compensation policy to decrease the equity portion of a director’s compensation for 2012 from $110,000 to $80,000. The change had been recommended to the Board by its Compensation and Benefits Committee (the “C&B Committee”). The change is effective for 2012 only, and absent further action by the Board, the equity portion of a director’s compensation will revert to $110,000 for 2013.

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

Retirement of Director

On February 16, 2012, the Board, on the recommendation of the Nominating and Governance Committee, approved a slate of candidates for election to the Board at the Company’s 2012 Annual Meeting of Shareholders (the “2012 Annual Meeting”). Because of the Company’s mandatory retirement policy, the Board did not nominate Robert Garrett for reelection to the Board, and Mr. Garrett’s term will expire at the 2012 Annual Meeting.

Executive Compensation

On February 16, 2012, the C&B Committee determined that cash bonuses and long-term compensation payable to executive officers of the Company in 2012 relating to their performance in 2011 are as follows:

Name and Principal Position	Cash Bonus ($)		Long-Term Compensation ($) (1)
H. Baird Whitehead		135,000		943,000
President and Chief Executive Officer
Steven A. Hartman		75,000		455,000
Senior Vice President and Chief Financial Officer
Nancy M. Snyder		93,000		586,000
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
John A. Brooks		90,000		292,000
Senior Vice President
Michael E. Stamper		48,230		177,000
Vice President

(1) Long-term compensation awards are expressed in dollar values, and the Company pays those awards in the form of options to purchase common stock, time-based restricted stock units and performance-based restricted stock units payable in cash under the Company’s Seventh Amended and Restated 1999 Employee Stock Incentive Plan. The long-term compensation awards are comprised of 60% performance-based restricted stock units payable in cash, 25% time-based restricted stock units and 15% stock options. The actual number of stock options awarded is based on the value of such options on the date of grant using the

Black-Scholes-Merton option-pricing formula. The actual numbers of time-based restricted stock units awarded are based on the New York Stock Exchange closing price of the Company’s common stock on the date of grant. The actual numbers of performance-based restricted stock units awarded are based on a Monte Carlo simulation of potential outcomes.

On the same day, the C&B Committee determined that base salaries payable to executive officers of the Company in 2012 are as follows:

Name and Principal Position	2012 Salary ($)
H. Baird Whitehead		450,000
President and Chief Executive Officer
Steven A. Hartman		285,000
Senior Vice President and Chief Financial Officer
Nancy M. Snyder		310,000
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
John A. Brooks		300,000
Senior Vice President
Michael E. Stamper		248,000
Vice President

Equity Compensation Plan

In connection with the decision to grant performance-based restricted stock units payable in cash (“performance units”) to the Company’s executive officers, the C&B Committee approved a form of grant agreement for performance unit awards made under the Company’s Seventh Amended and Restated 1999 Employee Stock Incentive Plan.

The performance units cliff vest on the third anniversary of the date of grant and are paid based on the relative ranking of the Company’s total shareholder return (“TSR”) as compared to the TSR of the Company’s executive compensation peer group for 2011 (the “2011 Peer Group”) with respect to each of a one-year, two-year and three-year performance period, in each case commencing on the date of grant. The performance units are payable solely in cash. The amount of cash payable with respect to performance units is equal to the sum of the payout values for each of the three performance periods. The payout value for each performance period is equal to one-third of the vested performance units, multiplied by the value of the Company’s common stock at the end of the applicable performance period (calculated as the average of the closing prices of the Company’s common stock on the 20 trading days immediately preceding the last day of the applicable performance period), multiplied by the applicable percentage corresponding to the relative ranking of the Company’s TSR for the applicable performance period. The applicable percentages range from 0% to 200%. The “target” percentage is 100% and corresponds to the Company’s TSR ranking in the 60^th percentile of the 2011 Peer Group.

Except as noted below, if the grantee’s employment terminates for any reason prior to the third anniversary of the grant date, then the grantee’s performance units will be forfeited and no cash will be payable with respect to the performance units. If the grantee is or becomes retirement eligible, which is defined as reaching age 62 and completing 10 years of consecutive service with the Company or its affiliate, and his or her employment terminates for any reason other than cause prior to third anniversary of the grant date, then all of the grantee’s performance

units will vest and become payable in the amounts and at the time that the performance units would have otherwise vested and been payable. If the grantee dies or becomes disabled prior to the third anniversary of the grant date, a pro-rated share (based on the number of days employed during the three-year vesting period) of the performance units will vest and the grantee will be paid for such performance units at the target percentage at the end of the original three-year vesting period. In the event of a change in control of the Company, all of the grantee’s performance units will immediately vest and the grantee will be paid for such performance units following the change in control at the target percentage (regardless of the Company’s actual relative TSR ranking) and using the value of the Company’s common stock on the effective date of the change in control (calculated as the closing price of the Company’s common stock on the effective date of the change of control).

A copy of the form of performance unit award agreement, as approved by the C&B Committee, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines

As previously disclosed, in February 2011, the C&B Committee adopted the Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines (the “Incentive Award Guidelines”), which were effective for annual incentive cash bonus and long-term equity compensation awards paid to the Company’s executive officers and other employees with respect to 2011.

On February 16, 2012, the C&B Committee amended Exhibit A to the Incentive Award Guidelines to add threshold, target and stretch cash bonus percentages and target long-term equity incentive award percentages for the Company’s two new executive officers. After the amendment, the executive officers’ threshold, target and stretch cash bonus percentages are as follows:

	Percent of Base Salary
Executive Position	Threshold		Target		Stretch
Chief Executive Officer		50		100		200
Chief Operating Officer		50		100		200
Chief Administrative Officer		40		80		160
Chief Financial Officer		40		80		160
Vice Presidents-Regional Managers		40		80		160

After the amendment, the executive officers’ target long-term equity incentive award percentages are as follows:

Executive Position	Target Percent of Salary
Chief Executive Officer	300 – 400
Chief Operating Officer	250 – 350
Chief Administrative Officer	200 – 300
Chief Financial Officer	200 – 300
Vice Presidents-Regional Managers	150 – 300

A copy of the revised Exhibit A to the Incentive Award Guidelines is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On February 16, 2012, the Board approved amended stock ownership guidelines for the Company’s executive officers, which require executive officers to own shares of common stock of the Company having a value equal to the multiple of his or her salary set forth in the table below:

Executive Position	Multiple of Base Salary
Chief Executive Officer	Four times (4x)
Chief Financial Officer	Two times (2x)
Chief Administrative Officer	Two times (2x)
Vice Presidents-Regional Managers	One times (1x)

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Form of Agreement for Performance Based Restricted Stock Unit Awards under the Penn Virginia Corporation Seventh Amended and Restated 1999 Employee Stock Incentive Plan.
10.2	Revised Exhibit A to Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines.

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.

Date: February 23, 2012

Penn Virginia Corporation
By:	/s/ Nancy M. Snyder
Name:	Nancy M. Snyder
Title:	Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Form of Agreement for Performance Based Restricted Stock Unit Awards under the Penn Virginia Corporation Seventh Amended and Restated 1999 Employee Stock Incentive Plan.
10.2	Revised Exhibit A to Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines.

EX-10.1

Exhibit 10.1

Form for Cash Payment/Three Periods

PENN VIRGINIA CORPORATION

SEVENTH AMENDED AND RESTATED

1999 EMPLOYEE STOCK INCENTIVE PLAN

PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD

This PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT, dated as of                  , 2012 (the “Date of Grant”), is delivered by Penn Virginia Corporation (the “Company”) to                      (the “Participant”).

RECITALS

The Seventh Amended and Restated 1999 Employee Stock Incentive Plan (the “Plan”) provides for the award of Restricted Stock Units (as defined in the Plan) in accordance with the terms and conditions of the Plan. The Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) has decided to award Restricted Stock Units to the Participant as an inducement for the Participant to promote the best interests of the Company and its shareholders. The Restricted Stock Units are subject in all respects to the terms and conditions set forth this Performance Based Restricted Stock Unit Award Agreement and Schedules A and B attached hereto (this “Agreement”) and the Plan, each of which is incorporated herein by reference and made part hereof. All terms capitalized but not defined herein shall have the meanings assigned to them in the Plan. Copies of the Plan and the Plan prospectus are being provided to the Participant with this Agreement.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

1. Award of Restricted Stock Units.

(a) Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to the Participant          Restricted Stock Units (the “Target Restricted Stock Units”). The Target Restricted Stock Units are contingently awarded, and shall vest, and be adjusted and paid, based on the actual level of attainment of the TSR (as defined in Schedule A hereto) Performance Goals (as defined in Schedule A hereto). The number of the Target Restricted Stock Units earned (expressed as a percentage of the number of the Target Restricted Stock Units) based on actual performance are referred to in this Agreement as the “Restricted Stock Units.”

(b) The Committee shall, as soon as practicable following the last day of each Performance Period (as defined in Schedule A hereof), certify (i) the extent, if any, to which the Performance Goals have been attained with respect to such Performance Period and (ii) the amount of cash, if any, which the Participant shall be entitled to receive with respect to such Performance Period. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.

(c) The Committee may at any time prior to the final determination of the extent, if any, to which the Performance Goals have been attained, change the Performance Goals to reflect any change in corporate capitalization, such as a stock split or stock dividend, or a corporate transaction, such as a merger, consolidation, separation, reorganization, partial or complete liquidation or other change in the Company’s corporate structure or shares, or to reflect equitably the occurrence of any extraordinary event, any change in applicable accounting rules or principles, any change in the Company’s method of accounting, any change in applicable law or any other change of a similar nature to any of the foregoing.

2. Stock Unit Account. The Company shall establish and maintain a Stock Unit Account, as a bookkeeping account on its records, for the Participant and shall record in such Stock Unit Account the Target Restricted Stock Units granted to the Participant as well as any cash to which the Participant is entitled to be paid hereunder. No Shares shall be issued to the Participant at any time, and the Participant shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to the Target Restricted Stock Units recorded in the Stock Unit Account. The Participant shall not have any interest in any fund or specific assets of the Company by reason of this award or the Stock Unit Account established for the Participant.

3. Vesting of Restricted Stock Units.

(a) Except as otherwise set forth herein, a percentage of the Target Restricted Stock Units shall vest on the last day of the Third Performance Period (as defined in Schedule A hereto). The vested Restricted Stock Units shall be paid based on the level of attainment of the Performance Goals at the end of each Performance Period as described in Schedules A and B hereto.

(b) Except as otherwise provided in this Agreement, if the Participant’s employment with the Company terminates for any reason before the end of the Third Performance Period, then the Participant’s Target Restricted Stock Units shall automatically be forfeited as of the date of the Participant’s termination of employment and no cash shall be paid with respect to any Target Restricted Stock Units.

4. Cash Payable to Participant.

(a) Cash, if any, payable to the Participant with respect to his or her vested Target Restricted Stock Units shall be paid in accordance with Schedules A and B hereto.

(b) Notwithstanding any provision to the contrary herein or in the Plan, if, at the time the Participant’s vested Restricted Stock Units are payable, (i) the amount of cash then payable with respect to such Restricted Stock Units plus (ii) the amount of any other compensation to the Participant that is taken into account for purposes of section 162(m) of the Code for the year (“Other Compensation”) exceeds or is expected to exceed the $1,000,000 limit on deductible compensation under section 162(m) of the Code (the “Limit”), then payment of such cash shall automatically be deferred to the extent (or all of such cash if Other Compensation is already or is expected to be over the Limit) that such cash plus all Other Compensation is in excess of the Limit (the “Deferred Cash”). The Deferred Cash shall be recorded in the Participant’s Stock Unit Account and paid on the date of the Participant’s “separation from service” under section 409A of the Code, subject to the six-month delay described in subsection 12(b) below.

2

5. Earnings. If vested Restricted Stock Units are not paid within 30 days after the end of the Third Performance Period, the Company shall credit the Participant’s Stock Unit Account with (a) the cash, if any, payable with respect to such vested Restricted Stock Units and (b) earnings through the date the vested Restricted Stock Units are paid as if such cash balance of the Participant’s Stock Unit Account had been invested at a rate equal to the prime rate published in the Wall Street Journal on the applicable vesting date of the Restricted Stock Units.

6. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. This grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) compliance with section 409A of the Code and (c) other requirements of applicable law. The Committee shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive as to questions arising hereunder.

7. No Employment or Other Rights. This grant shall not confer upon the Participant any right to be retained by or in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Participant’s employment at any time. The right of the Company to terminate at will the Participant’s employment at any time for any reason is specifically reserved.

8. Withholding Tax. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the Restricted Stock Units.

9. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred, except in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to sell, assign, pledge, hypothecate or otherwise dispose of the Target Restricted Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Target Restricted Stock Units by notice to the Participant, and the Target Restricted Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

3

10. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to the conflicts of laws provisions thereof.

11. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, PA 19087, and any notice to the Participant shall be addressed to such Participant at the current address known by the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

12. Section 409A of the Code.

(a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. If any payment cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. In no event shall the Participant, directly or indirectly, designate the calendar year of payment.

(b) Notwithstanding any provision to the contrary herein or in the Plan, if on the date of the Participant’s termination of employment, the Participant is a “specified employee” (within the meaning of section 409A of the Code) as determined by the Board (or its delegate) in its sole discretion in accordance with its “specified employee” determination policy, then all payments payable to the Participant under this Agreement that are deemed as deferred compensation subject to the requirements of section 409A of the Code shall be postponed for a period of six (6) months following the Participant’s “separation from service” with the Company (or any successor thereto) (the “postponed amounts”). The postponed amounts shall be credited with interest as described in Section 5 above and paid to the Participant in a lump sum within thirty (30) days after the date that is six (6) months following the Participant’s “separation from service” with the Company (or any successor thereto). If the Participant dies during the postponement period, the postponed amounts shall be paid to the personal representative of the Participant’s estate within sixty (60) days after Participant’s death.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Participant has placed his or her signature hereon, effective as of the Date of Grant.

Penn Virginia Corporation
By:
Name:	Nancy M. Snyder
Title:	Executive Vice President, Chief Administrative Officer and General Counsel

4

I hereby accept the grant of Target Restricted Stock Units described in this Agreement and any schedule hereto, and I agree to be bound by the terms of the Plan, this Agreement and any schedule hereto. I hereby agree that I have received delivery of the Plan prospectus and that all of the decisions and determinations of the Committee with respect to the terms of this Agreement and the Restricted Stock Units that shall become vested and paid hereunder shall be final and binding.

Participant

5

SCHEDULE A

1. Vesting Schedule and Payment of Target Restricted Stock Units.

(a) A percentage of the Target Restricted Stock Units shall vest on the last day of the Third Performance Period (as hereinafter defined), and shall be paid based on the relative ranking of the Company’s TSR (as hereinafter defined) as compared to the TSR of the Peer Companies (as hereinafter defined) with respect to each of the First Performance Period (as hereinafter defined), the Second Performance Period (as hereinafter defined) and the Third Performance Period (such relative rankings being referred to herein as the “Performance Goals”).

For purposes of this Agreement, the term “TSR” shall mean, as to the Company and each of the Peer Companies, the annualized rate of return shareholders receive through stock price changes and the assumed reinvestment of dividends paid over the Performance Period. Dividends per share paid other than in the form of cash shall have a value equal to the amount of such dividends reported by the issuer to its shareholders for purposes of federal income taxation. For purposes of determining the TSR for the Company and each Peer Company, the change in the price of the Company’s Common Stock and of the common stock of each Peer Company, as the case may be, shall be based upon the average of the closing stock prices of the Company and such Peer Company over the 20 trading days immediately preceding each of the first day of the First Performance Period (the “Initial Value”) and the last day of the First, Second or Third Performance Period, as applicable (in each case, “Final Value”). The Initial Values for the Company and each Peer Company are set forth on Schedule B to this Agreement.

For purposes of this Agreement, the term “Peer Company” shall mean the peer companies listed on Schedule B to this Agreement; provided, however, that, if at any time during the Performance Period any Peer Company no longer has a class of common equity securities listed to trade under Section 12(b) of the Securities Exchange Act of 1934, then such Peer Company shall cease to be a Peer Company.

For purposes of this Agreement, the “First Performance Period” shall commence on             , 2012 and end on             , 2013, the “Second Performance Period” shall commence on             , 2012 and end on             , 2014 and the “Third Performance Period” shall commence on             , 2012 and end on             , 2015.

(b) The amount of cash paid with respect to vested Restricted Stock Units shall be equal to the sum of the following:

(i) The product of (x) one-third of the number of Target Restricted Stock Units times (y) the Final Value of a Share at the end of First Performance Period times (z) the applicable percentage attributable to the First Performance Period as set forth on Schedule B;

(ii) The product of (x) one-third of the number of Target Restricted Stock Units times (y) the Final Value of a Share at the end of Second Performance Period times (z) the applicable percentage attributable to the Second Performance Period as set forth on Schedule B; and

(iii) The product of (x) one-third of the number of Target Restricted Stock Units times (y) the Final Value of a Share at the end of Third Performance Period times (z) the applicable percentage attributable to the Third Performance Period as set forth on Schedule B.

2. Retirement, Death or Disability.

(a) Notwithstanding any provision in this Agreement to the contrary, if prior to the end of the Third Performance Period the Participant becomes Retirement Eligible and subsequently the Participant’s employment terminates for any reason other than for Cause, then the Participant shall vest in the number of Restricted Stock Units that the Participant would have vested in based on the actual level of attainment of the Performance Goals determined at the end of each Performance Period as though the Participant remained employed with the Company through the end of the Third Performance Period. Such Restricted Stock Units shall immediately vest and be paid on the Payment Date as described in Section 4(a) below as though the Participant remained employed by the Company.

(b) Notwithstanding any provision in this Agreement to the contrary, if prior to the end of the Third Performance Period the Participant’s employment terminates on account of death or Disability and the Participant is not Retirement Eligible as of the Participant’s date of death or termination, as applicable, then a pro-rata portion of the Participant’s Target Restricted Stock Units shall vest and the remainder shall be forfeited. The number of Target Restricted Stock Units that vest shall be equal to (x) the total number of Target Restricted Stock Units times (y) a fraction the numerator of which is that number of days during the period commencing on the Date of Grant and ending on the date of death or the date on which employment is terminated, as applicable, and the denominator of which is one thousand ninety-five (1,095). The pro-rated vested Target Restricted Stock Units shall be paid as described in Section 4 below.

3. Change of Control.

Notwithstanding any provision in this Agreement to the contrary, in the event a Change of Control occurs prior to the Payment Date, the outstanding Target Restricted Stock Units shall become fully vested upon the date of the Change of Control regardless of the level of attainment of the Performance Goals. The Target Restricted Stock Units shall be paid as described in Section 4(b) below.

4. Payment Schedule.

(a) If the Committee certifies that the Performance Goals and other conditions to payment of the Restricted Stock Units have been attained with respect to any or all of the Performance Periods, the Company shall pay to the Participant (or the Participant’s beneficiary or estate, in the event of the Participant’s death) that amount of cash determined in accordance with Section 1 hereof within thirty (30) days after the date that the Committee has certified that the Performance Goals and other conditions to payment of the Restricted Stock Units have been attained with respect to any or all of the Performance Periods, (the “Payment Date”), subject to applicable tax withholding and Section 8 of the Agreement.

2

(b) Notwithstanding any provision in the Agreement to the contrary, in the event that the Target Restricted Stock Units vest and are paid in accordance with Section 3(a) above, the Participant shall receive that amount of cash equal to the product of (x) the number of such Target Restricted Stock Units times (y) the Value of a Share on the effective date of the Change of Control. In the event that the Target Restricted Stock Units vest as described in Section 3(a) above or Restricted Stock Units are paid as described in Section 3(b) above, payment shall be made, to the Participant within thirty (30) days after the consummation of the Change of Control; provided, however, that such payment shall be made within thirty (30) days after such Change of Control only if the transaction constituting a Change of Control under this Agreement is also a “change in control event” for purposes of section 409A of the Code (“409A Change in Control Event”). If, however, the transaction constituting a Change of Control does not constitute a 409A Change in Control Event, the Participant shall receive payment with respect to such vested Target Restricted Stock Units or Restricted Stock Units, as applicable, within thirty (30) days after the first to occur of (i) the date the Target Restricted Stock Units or Restricted Stock Units, as applicable, would otherwise have been paid under Section 1 or 2 above or (ii) the date of the Participant’s termination of employment following the Change of Control.

3

SCHEDULE B

Company	Initial Value
Peer Companies
Penn Virginia Corporation
Approach Resources, Inc.
Berry Petroleum Company
Carrizo Oil & Gas, Inc.
Comstock Resources Inc.
Forest Oil Corporation
Goodrich Petroleum Corporation
Magnum Hunter Resources Corporation
Petroleum Development Corporation
PetroQuest Energy, Inc.
Rex Energy Corporation
Rosetta Resources Inc.
Stone Energy Corporation
Swift Energy Company

Payment Percentage of Target Restricted Stock Units

Company’s Peer Group Rank	No. of Peer Companies/% Earned
	13			12			11			10			9			8
1		200	%		200	%		200	%		200	%		200	%		200	%
2		200	%		200	%		200	%		200	%		200	%		200	%
3		200	%		200	%		175	%		150	%		150	%		150	%
4		175	%		150	%		150	%		100	%		100	%		100	%
5		150	%		100	%		100	%		75	%		75	%		50	%
6		100	%		75	%		75	%		75	%		50	%		0
7		75	%		75	%		50	%		50	%		0			0
8		50	%		50	%		0			0			0			0
9		0			0			0			0			0			0
10		0			0			0			0			0
11		0			0			0			0
12		0			0			0
13		0			0
14		0

4

EX-10.2

Exhibit 10.2

EXHIBIT A

CASH BONUS PERCENTAGES

Executive Officers

	Percent of Base Salary
Officer	Threshold	Target		Stretch
CEO	0 - 50		100		200
COO	0 - 50		100		200
CAO/GC	0 - 40		80		160
CFO	0 - 40		80		160
VPs-Regional Managers	0 - 40		80		160

Other Employees

Prior to March 1^st of each Plan Year, the CEO shall approve and advise the Committee of the Target Cash Bonus Percentages for each Participant other than the Executive Officers. Such percentages shall be subject to increase or decrease in the event of a promotion or demotion.

EQUITY INCENTIVE PERCENTAGES

Executive Officers

Officer	Target Percent of Base Salary
CEO	300 – 400
COO	250 – 350
CAO/GC	200 – 300
CFO	200 – 300
VPs-Regional Managers	150 – 300

Other Employees

Prior to March 1^st of each Plan Year, the CEO shall approve and advise the Committee of the Target Equity Incentive Percentages for each Participant other than the Executive Officers. Such percentages shall be subject to increase or decrease in the event of a promotion or demotion.