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 1, 2013 (January 29, 2013)

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

Executive Change of Control Severance Agreement

On January 29, 2013, Penn Virginia Corporation (the “Company”) entered into an Executive Change of Control Severance Agreement with John A. Brooks, Senior Vice President and Regional Manager (the “Change of Control Agreement”). The Change of Control Agreement supersedes the Company’s existing change of control agreement with Mr. Brooks.

The Change of Control Agreement is substantially similar to the Company’s existing Executive Change of Control Severance Agreements with the Company’s other executive officers and contains the terms and conditions described below.

Term. The Change of Control Agreement has a two-year term which is automatically extended for consecutive one-day periods until terminated by notice from the Company. If such notice is given, the Change of Control Agreement will terminate two years after the date of such notice.

Triggering Events. The Change of Control Agreement provides severance benefits to Mr. Brooks upon the occurrence of two events, or the “Executive Dual Triggering Events.” Specifically, if a change of control of the Company occurs and, within two years after the date of such change of control, either (a) the Company terminates the Mr. Brooks’ employment for any reason other than for cause or his inability to perform his duties for at least 180 days due to mental or physical impairment or (b) Mr. Brooks terminates his employment due to a material reduction in his authority, duties, title, status or responsibility, a greater than 5% reduction in his base salary, a discontinuation of a material incentive compensation plan in which he participated, the Company’s failure to obtain an agreement from its successor to assume his Change of Control Agreement or the relocation by more than 100 miles of the Company’s office at which he was working at the time of the change of control, then Mr. Brooks will receive the change of control severance payments and other benefits described below.

Change of Control Severance Benefits. Upon the occurrence of the Executive Dual Triggering Events, Mr. Brooks will receive a lump sum, in cash, of an amount equal to three times the sum of his annual base salary plus the highest cash bonus paid to him during the two-year period prior to termination, subject to reduction as described below under “Excise Taxes.” In addition, all options to purchase shares of the Company’s common stock then held by Mr. Brooks will immediately vest and will remain exercisable for remainder of the options’ respective terms and all other outstanding equity awards held by Mr. Brooks will immediately vest and all restrictions will lapse and the Company will promptly deliver any cash or stock payable thereunder. The Company will also provide certain health and dental benefit related payments to Mr. Brooks as well as certain outplacement services.

Excise Taxes. The Change of Control Agreement does not include “gross up” benefits to cover excise taxes. If the Company’s independent registered public accounting firm determines that any payments to be made or benefits to be provided to Mr. Brooks under his Change of

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Control Agreement would result in him being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, such payments or benefits will be reduced to the extent necessary to prevent him from being subject to such excise tax.

Restrictive Covenants and Releases. The Change of Control Agreement prohibits Mr. Brooks from (a) disclosing, either during or after his term of employment, confidential information regarding the Company or its affiliates and (b) until two years after Mr. Brooks’ employment has ended, soliciting or diverting business from the Company or its affiliates. The Change of Control Agreement also requires that, upon payment of the severance benefits to Mr. Brooks, Mr. Brooks and the Company release each other from all claims relating to Mr. Brooks’ employment or the termination of such employment.

A copy of the Change of Control Agreement 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

On January 29, 2013, the Compensation and Benefits Committee (the “C&B Committee”) of the Board of Directors of the Company amended Exhibit A to the Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines (the “Incentive Award Guidelines”) to change the target long-term equity incentive award percentages for the Company’s executive officers to provide as follows:

Executive Position	Target Percent of Salary
Chief Executive Officer	400 – 600
Chief Operating Officer	200 – 400
Chief Administrative Officer	200 – 400
Chief Financial Officer	200 – 400
Sr. VP-Regional Manager	200 – 400
VP-Regional Manager	150 – 300

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Executive Change of Control Severance Agreement dated January 29, 2013 by and between Penn Virginia Corporation and John A. Brooks.
10.2	Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines.

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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 1, 2013

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

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Exhibit Index

Exhibit No.	Description
10.1	Executive Change of Control Severance Agreement dated January 29, 2013 by and between Penn Virginia Corporation and John A. Brooks.
10.2	Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines.

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EX-10.1

Exhibit 10.1

PENN VIRGINIA CORPORATION

EXECUTIVE CHANGE OF CONTROL SEVERANCE AGREEMENT

This Executive Change of Control Severance Agreement (“Agreement”) between Penn Virginia Corporation, a Virginia corporation (the “Company”), and John A. Brooks (“Executive”) is made and entered into effective as of January 29, 2013 (the “Effective Date”).

WHEREAS, Executive is a key executive of the Company; and

WHEREAS, the Company and Executive previously entered into that certain Amended and Restated Employee Change of Control Severance Agreement dated October 26, 2011 (the “Prior Agreement”); and

WHEREAS, the Board of Directors of the Company (the “Board”) recently adopted the Company’s 2013 Amended and Restated Long-Term Incentive Plan (as hereafter amended and together with any successor or other similar plan, the “Plan”); and

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement as set forth herein; and

WHEREAS, the Compensation and Benefits Committee (the “Committee”) of the Board has authorized and directed the Company to enter into this Agreement;

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

1. Term of Agreement.

A. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in effect through the second anniversary of the Effective Date; provided, however, that commencing on the first day following the Effective Date and on each day thereafter, the Term of this Agreement shall automatically be extended for one additional day unless the Company shall give written notice to Executive that the Term shall cease to be so extended, in which event this Agreement shall terminate on the second anniversary of the date such notice is given.

B. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs during the Term of this Agreement, the Term shall automatically be extended until, and shall terminate on, the 24-month anniversary of the date of the Change of Control.

C. Termination of this Agreement shall not alter or impair any rights of Executive arising hereunder on or before such termination.

2. Certain Definitions.

A. “Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

B. “Bonus” shall mean an amount equal to the highest annual cash bonus paid or payable to Executive by the Company during the two-year period prior to Executive’s termination of employment.

C. “Cause” shall mean (i) the willful and continued failure by Executive to substantially perform Executive’s duties with the Company or any Affiliate (other than any such failure resulting from Executive’s incapacity due to physical or mental illness), (ii) Executive is convicted of a felony, (iii) Executive willfully engages in gross misconduct materially and demonstrably injurious to the Company or any Affiliate or (iv) Executive commits one or more significant acts of dishonesty as regards the Company or any Affiliate. For purposes of clause (i) of this definition, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s act, or failure to act, was in the best interest of the Company. In the case of clauses (i), (iii) and (iv) above, the determination of whether Cause exists shall only be made by a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board that was called for the purpose of considering such termination (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and, if possible, to cure the breach that was the alleged basis for Cause) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

D. “Change of Control” shall mean the occurrence of any of the following:

(i) any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities;

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(ii) during any period of two consecutive years (not including any period prior to the effective date of the Prior Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (v) of this Change of Control definition and excluding any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason (other than retirement) to constitute at least a majority thereof;

(iii) the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company (or such surviving entity or parent entity, as the case may be) outstanding immediately after such merger or consolidation;

(iv) the shareholders of the Company approve a plan of complete liquidation of the Company; or

(v) the sale or disposition by the Company of all or substantially all of the assets of the Company.

E. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

F. “Good Reason” shall mean:

(i) a reduction in Executive’s authority, duties, titles, status or responsibilities from those in effect immediately prior to the Change of Control or the assignment to Executive of duties or responsibilities inconsistent in any respect from those of Executive in effect immediately prior to the Change of Control, but excluding any action or omission by the Company that is immaterial, isolated, insubstantial and inadvertent and which was not taken in

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bad faith by the Company and is remedied by the Company promptly after receipt of notice thereof given by Executive;

(ii) a material breach of this Agreement by the Company;

(iii) the Company fails to obtain a written agreement from any successor or assigns of the Company to assume and perform this Agreement as provided in Section 7 hereof; or

(iv) the relocation by more than 100 miles of the Company’s offices at which the Executive is based immediately prior to the Change of Control or the Company requires Executive, without Executive’s written consent, to be based at any office other than the Company’s office at which the Executive was based prior to the Change in Control if the new office location is more than 50 miles away from the original office location.

Executive shall give the Company notice in accordance with Section 9 below within 90 days following an act or omission to act by the Company constituting Good Reason hereunder of Executive’s intent to resign for Good Reason, and the Company shall have 30 days from the date of such notice to cure the circumstances or events giving rise to Executive’s right to resign for Good Reason, if capable of being cured, so as to eliminate the existence of Good Reason for Executive’s resignation, and, in the event the Company does not cure such circumstances or events, then unless Executive terminates his employment upon the expiration of the foregoing 30-day cure period, Executive’s continued employment after the expiration of such 30-day cure period shall constitute Executive’s consent to, and a waiver of Executive’s rights with respect to, such act or failure to act. Executive’s right to terminate Executive’s employment for Good Reason shall not be affected by Executive’s incapacity due to physical or mental illness. Executive’s determination that an act or failure to act constitutes Good Reason shall be presumed to be valid unless such determination is deemed by an arbitrator to be unreasonable and not to have been made in good faith by Executive.

For purposes of this Agreement, the Company shall be in material breach of this Agreement if (i) the Company reduces Executive’s annual rate of base salary by an amount which results in Executive receiving an annual base salary which is less than 95% of Executive’s Termination Base Salary or (ii) the Company fails to continue in effect any material incentive compensation plan or arrangement (unless replacement plans providing Executive with substantially similar benefits are adopted) or the Company takes any action that would adversely affect Executive’s participation in any such plan or arrangement or reduce Executive’s incentive compensation opportunities under such plan or arrangement, as the case may be.

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G. “Person” shall mean an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

H. “Protected Period” shall mean the 24-month period beginning on the effective date of a Change of Control.

I. “Termination Base Salary” shall mean that amount equal to Executive’s annual base salary with the Company at the rate in effect immediately prior to the Change of Control or, if a greater amount, Executive’s annual base salary at the rate in effect at any time thereafter.

3. Change of Control Severance Benefits.

If (a) Executive terminates his employment with the Company during the Protected Period for a Good Reason event or (b) the Company terminates Executive’s employment during the Protected Period other than (i) for Cause or (ii) due to Executive’s inability to perform the primary duties of his position for at least 180 consecutive days due to a physical or mental impairment, Executive shall receive the following compensation and benefits from the Company subject to the execution (and non-revocation within eight days thereafter) and delivery to the Company of a release, substantially in the form attached as Exhibit A hereto, with such changes as the Company reasonably determines must be made to comply with applicable law at the time of such execution (the “Release”):

A. The Company shall, at the time provided in Section 3H, pay to Executive in a lump sum, in cash, an amount equal to three times the sum of Executive’s (i) Termination Base Salary and (ii) Bonus; provided, however, that, if any payment to be made, or benefit to be provided, to or on behalf of Executive pursuant to this Agreement (the “Payments”) results in Executive being subject to the excise tax imposed by Section 4999 of the Code (or any successor or similar provision) (the “Excise Tax”), the amount payable to Executive under this Section 3A shall be reduced so that the Payments do not result in Executive being subject to the Excise Tax. One or more determinations as to (a) whether any of the Payments will be subject to the Excise Tax and (b) the amount of the Excise Tax imposed thereon, shall be made by the Company in consultation with such accounting and tax professionals as the Company considers necessary (with all costs related thereto paid by the Company). For purposes of determining whether any of the Payments will be subject to the Excise Tax, (i) all of the Payments shall be treated as “parachute payments” (within the meaning of section 280G of the Code) unless and to the extent that, in the written advice of an independent accountant selected (and paid for) by the Company and reasonably acceptable to Executive (the “Accountant”), certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of

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section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises the Company that such excess parachute payments are not subject to the Excise Tax.

B. As of the date of Executive’s termination of employment (i) all Plan awards of Executive (other than options or stock appreciation rights) shall become 100% vested and all restrictions thereon shall lapse and the Company shall promptly deliver to Executive that amount of cash or that number of unrestricted shares of Company stock, as applicable, payable upon the occurrence of a change of control under the award agreements related to such Plan awards (whether or not there has been a change of control as defined in the Plan) and (ii) each outstanding option and stock appreciation right of Executive shall become 100% vested and exercisable and shall, notwithstanding anything stated to the contrary in the Plan or any award agreement related thereto, remain exercisable for the remainder of such option’s or stock appreciation right’s term and, if the Company is not the surviving entity upon such Change of Control (or survives only as a subsidiary of another entity), unless the Committee has determined otherwise, all options and stock appreciation rights of Executive which were not exercised at the time of such Change of Control shall be converted into or replaced by options, stock appreciation rights or other similar rights of comparable value in the surviving entity. To the extent payment with respect to any award described above constitutes a payment event for purposes of section 409A of the Code, payment shall be made at the time specified hereunder only if the transaction constituting a Change of Control is a “change in control event” within the meaning given such term under section 409A of the Code and the regulations thereunder. If the transaction constituting a Change of Control is not a “change in control event” within the meaning given such term under section 409A of the Code and the regulations thereunder, payment with respect to any such award shall be made at such time or times as set forth in the Plan, or any grant agreement related thereto.

C. The Company shall pay to Executive in a lump sum, at the time provided in Section 3H, that amount equal to three times the product of (x) the total medical and dental insurance premiums paid or payable by the Company with respect to Executive and Executive’s eligible family members during the month in which Executive’s employment terminates times (y) 12.

D. For the 24-month period beginning on the date on which Executive’s employment terminates, or until Executive begins other full-time employment with a new employer, whichever occurs first, Executive shall be entitled to receive outplacement services that are directly related to Executive’s termination of employment and are actually provided by an outplacement services firm, paid by the Company, with a nationally prominent executive outplacement service firm selected by the Company and reasonably acceptable to Executive; provided, however, that the

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period during which the outplacement services will be covered and the reimbursements paid do not extend beyond the periods set forth in Treas. Reg. §1.409A-1(b)(9)(v)(E).

E. Within one week following the eighth day after the execution (without revocation) of the Release, the Company shall provide to Executive a release substantially in the form attached hereto as Exhibit B, with such changes as the Company reasonably determines must be made to comply with applicable law at the time of such execution. If the Company does not provide the release required pursuant to this subsection E, the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections A through D above.

F. If Executive’s employment with the Company terminates prior to, but within six months of, the date on which a Change of Control occurs, and it is reasonably demonstrated by Executive that such termination of employment was (i) by the Company in connection with or in anticipation of the Change of Control or (ii) by Executive under circumstances which would have constituted Good Reason if the circumstances arose on or after the Change of Control, then for all purposes of this Agreement the Change of Control shall be deemed to have occurred, and the Protected Period shall be deemed to have commenced, on the date immediately prior to the date of such termination of Executive’s employment; provided, however, that the amount of payments and benefits that Executive is entitled to receive hereunder as a result of such Change of Control shall be reduced by the amount of all other severance payments and benefits previously received by Executive in connection with such termination and, notwithstanding any provision to the contrary herein, shall be paid to Executive within 30 days after the six-month anniversary of the date of Executive’s termination of employment. If Executive’s employment with the Company terminates as set forth in this Section 3F, the amount of payments and benefits that Executive is entitled to receive hereunder as a result of a Change of Control shall be paid in the form of a lump sum only if the transaction constituting a Change of Control is a “change in control event” within the meaning given such term under section 409A of the Code and the regulations thereunder. If the transaction constituting a Change of Control is not a “change in control event” within the meaning given such term under section 409A of the Code and the regulations thereunder, the amount of payments and benefits that Executive is entitled to receive hereunder as a result of a Change of Control shall be paid in the same form as the other severance payments and benefits previously received by Executive in connection with such termination.

G. The Company may withhold from any amounts or benefits payable under this Agreement all such amounts as it shall be required to withhold pursuant to any applicable law or regulation.

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H. Payment of the amounts described in subsections A through C above shall be made within 30 days of Executive’s date of termination (provided that the Release has been executed and has not been revoked) and shall be made by mail to the last address provided for notices to Executive pursuant to Section 9 of this Agreement. Any payment not timely made by the Company under this Agreement shall bear interest at 18% per annum or, if less, at the highest nonusurious rate permitted by applicable law.

This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of such term under section 409A of the Code and each payment under this Agreement shall be treated as a separate payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s “separation from service” with the Company, the Company has securities which are publicly traded on an established securities market and Executive is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any compensation payments or benefits otherwise payable pursuant to this Agreement as a result of such “separation from service” to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such compensation payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Executive’s “separation from service” with the Company. If any payments or benefits are postponed due to such requirements, such amounts will be paid in a lump sum to Executive on the first payroll date that occurs after the date that is six months following

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Executive’s “separation from service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts postponed on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death. In no event shall Executive, directly or indirectly, designate the calendar year of payment.

4. Restrictive Covenants.

A. Confidential Information. Executive recognizes and acknowledges that, by reason of his employment by and service to the Company, he has had and will continue to have access to confidential information of the Company and its Affiliates, including, without limitation, analyses, interpretations, compilations, reports, reservoir data, geologic and geophysical data, maps, models, financial data, environmental data, information and knowledge pertaining to products and services offered, plans, trade secrets, proprietary information, customer lists and relationships among the Company and its Affiliates and distributors, customers, suppliers and others who have business dealings with the Company and its Affiliates (“Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset and covenants that he will not, either during or after his employment by the Company, disclose any such Confidential Information to any Person for any reason whatsoever without the prior written consent of the Board, unless such information is in the public domain through no fault of Executive or except as may be required by law.

B. Non-Solicitation. Executive shall not, directly or indirectly, during his employment by the Company and for a period of two years thereafter, solicit or divert business from, or attempt to convert any account or customer of the Company or any of its Affiliates, whether existing at the date hereof or acquired during Executive’s employment.

5. Equitable Relief.

A. Executive acknowledges that the restrictions contained in Section 4 hereof are reasonable and necessary to protect the legitimate interests of the Company and its Affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections will result in irreparable injury to the Company. Executive further represents and acknowledges that (i) he has been advised by the Company to consult his own legal counsel in respect of this Agreement and (ii) he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with his counsel.

B. Executive agrees that the Company or any Affiliate shall be entitled to preliminary and permanent injunctive relief, without the necessity of

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proving actual damages or posting a bond, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 4 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company or any Affiliate may be entitled. In the event that any of the provisions of Section 4 hereof should ever be adjudicated to exceed any limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum limitations permitted by applicable law.

C. Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 4 hereof, including without limitation, any action commenced by the Company or any Affiliate for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 9 hereof. In the event of a lawsuit by either party to enforce the provisions of Section 4 of this Agreement, the prevailing party shall be entitled to recover reasonable costs, expenses and attorneys’ fees from the other party.

D. Executive agrees that he will provide, and that the Company may similarly provide, a copy of Section 4 hereof to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used.

6. No Mitigation.

Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise nor shall the amount of any payment or benefit provided for in this Agreement be reduced as the result of employment by another employer or self-employment or offset against any amount claimed to be owed by Executive to the Company or otherwise, except that Executive shall waive, in a manner acceptable to the Company in its reasonable judgment, all rights to receive any severance payments

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or benefits that Executive is entitled to receive pursuant to any other Company severance plan or program.

7. Successor Agreement.

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to, and each successor shall, assume expressly in writing prior to the effective date of such succession and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. Failure of the successor to so assume as provided herein shall constitute a breach of this Agreement and entitle Executive to the payments and benefits hereunder as if triggered by a termination of Executive by the Company other than for Cause on the date of such succession.

8. Indemnity.

In any situation where under applicable law the Company has the power to indemnify, advance expenses to and defend Executive in respect of any judgments, fines, settlements, losses, costs or expenses (including attorneys’ fees) of any nature related to or arising out of Executive’s activities as an agent, employee, officer or director of the Company or any Affiliate or in any other capacity on behalf of or at the request of the Company or any Affiliate, then the Company or any Affiliate shall promptly on written request, fully indemnify Executive, advance expenses (including attorneys’ fees) to Executive and defend Executive to the fullest extent permitted by applicable law, including but not limited to making such findings and determinations and taking any and all such actions as the Company or any Affiliate may, under applicable law, be permitted to take so as to effectuate such indemnification, advancement or defense. Such agreement by the Company shall not be deemed to impair any other obligation of the Company respecting Executive’s indemnification or defense otherwise arising out of this or any other agreement or promise of the Company under any statute.

9. Notices.

All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

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If to the Company:

Four Radnor Corporate Center

Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

If to Executive:

The address included in the Company’s records for purposes of delivering Executive’s Form W-2s.

10. Arbitration.

Any dispute about the validity, interpretation, effect or alleged violation of this Agreement, other than with respect to Section 4 or 5 (an “arbitrable dispute”), must be submitted to confidential arbitration in Philadelphia, Pennsylvania. Arbitration shall take place before an experienced employment arbitrator licensed to practice law in such state and selected in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association. Arbitration shall be the exclusive remedy of any arbitrable dispute. The Company shall bear all fees, costs and expenses of arbitration, including its own, those of the arbitrator and those of Executive unless the arbitrator provides otherwise with respect to the fees, costs and expenses of Executive; in no event shall Executive be chargeable with the fees, costs and expenses of the Company or the arbitrator. The Company shall advance to Executive all expenses incurred by Executive in connection with an arbitrable dispute and, if the arbitrator determines that Executive is the losing party in such dispute, Executive shall reimburse such expenses to the Company unless the arbitrator provides otherwise. Should any party to this Agreement pursue any arbitrable dispute by any method other than arbitration, the other party shall be entitled to recover from the party initiating the use of such method all damages, costs, expenses and attorneys’ fees incurred as a result of the use of such method. Notwithstanding anything herein to the contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Philadelphia, Pennsylvania for the purposes of any proceeding arising out of this Agreement.

11. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to conflicts of law principles.

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12. Entire Agreement.

This Agreement is an integration of the parties’ agreement and no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement specifically supersedes and replaces the Prior Agreement.

13. Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

14. Amendment and Waivers.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is (a) agreed to in writing and signed by Executive and the Company and (b) approved by the Chairperson of the Committee. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective for all purposes as of the Effective Date.

PENN VIRGINIA CORPORATION
By:	/s/ NANCY M. SNYDER
	Name:	Nancy M. Snyder
	Title:	Executive Vice President and Chief Administrative Officer
EXECUTIVE
/s/ JOHN A. BROOKS
John A. Brooks

[Signature Page to Amended and Restated Executive Change of Control Severance Agreement]

EX-10.2

Exhibit 10.2

PENN VIRGINIA CORPORATION

2011 ANNUAL INCENTIVE CASH BONUS AND LONG-TERM EQUITY

COMPENSATION GUIDELINES

1. Purpose of the Guidelines.

The purpose of the Guidelines is to provide annual and long-term incentive frameworks that are performance driven and focused on corporate and individual quantitative and qualitative objectives that are critical to the Company’s success.

2. Definitions.

The following terms used herein shall have the following meanings:

(a) “Board” means the Board of Directors of the Company.

(b) “Budget” means the Company’s annual budget for the applicable Plan Year, as approved by the Board.

(c) “Cash Bonus Award” means an incentive cash bonus award granted to a Participant pursuant to the Guidelines that is paid in a lump sum cash payment.

(d) “Cash Bonus Percentages” shall mean those cash bonus award percentages described on Exhibit A under the heading “Cash Bonus Percentages – Executive Officers – Percent of Base Salary.”

(e) “Cash Bonus Pool” means that amount of cash actually available for Cash Bonus Awards in any given Plan Year, as determined in accordance with Section 3 of the Guidelines.

(f) “Cash Bonus Pool Target” means, with respect to any given Plan Year, the total amount of cash that would be payable as Cash Bonus Awards with respect to such Plan Year to all Participants if each Participant received his or her Target Cash Bonus.

(g) “Cash Costs per Mcfe” means, with respect to any given Plan Year, (x) the sum of the Company’s cash lease operating, gathering, processing and transportation expenses, production and ad valorem taxes and general and administrative expenses during such Plan Year as set forth in the Financial Statements divided by (y) the Company’s total Production during such Plan Year measured in Mcfe.

(h) “CEO” means the Company’s Chief Executive Officer.

(i) “Committee” means the Compensation and Benefits Committee of the Board.

(j) “Company” means Penn Virginia Corporation and its subsidiaries.

(k) “Company Performance Measures” means, with respect to Plan Year 2011, NAV per share, EBITDAX, Production, Reserves and Cash Costs per Mcfe. The Committee

shall, by resolution, determine the Company Performance Measures for each Plan Year after 2011.

(l) “Drilling F&D Costs per Mcfe” means (x) the sum of the Company’s drilling and completion capital costs related to all wells completed or identified as dry holes during such Plan Year, including any capital costs incurred in any previous Plan Year related to the drilling of, or otherwise in connection with, such wells divided by (y) the Company’s proved reserves developed as a result of such wells measured in Mcfe by the Company’s independent third party engineering firm.

(m) “EBITDAX” shall have the meaning assigned to such term in the Company’s Credit Agreement dated November 18, 2009, as amended, restated or replaced.

(n) “Employee Stock Incentive Plan” means the Company’s Seventh Amended and Restated 1999 Employee Stock Incentive Plan, as amended, restated or replaced.

(o) “Executive Officer” means the Company’s CEO, Chief Financial Officer, Chief Operating Officer and Chief Administrative Officer and any other officers which the Committee may, by resolution, identify as an Executive Officer.

(p) “Financial Statements” means the Company’s audited financial statements as of and for the year ended December 31^st of the applicable Plan Year.

(q) “Guidelines” means these 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines.

(r) “Individual Performance Measures” means those objective and subjective corporate and individual measures that (i) the CEO considers in recommending to the Committee, and that the Committee uses to determine, the Cash Bonus Award and Long-Term Equity Compensation Award of each Executive Officer other than the CEO, (ii) the Committee considers in determining the Cash Bonus Award and Long-Term Equity Compensation Award of the CEO and (iii) the CEO considers in approving Cash Bonus Awards and Long-Term Equity Compensation Awards of Participants other than the Executive Officers.

(s) “Long-Term Equity Compensation Award” means an incentive equity award determined to be granted to a Participant pursuant to the Guidelines that is denominated in a dollar amount and that is paid out in the form of an award under the Employee Stock Incentive Plan.

(t) “Mcfe” means million cubic feet equivalent.

(u) “NAV per share” means, with respect to any given Plan Year, (x) that amount equal to (A) the value of the Company’s Oil and Gas Assets on December 31^st of such Plan Year as set forth in the Financial Statements plus (B) the Company’s cash on December 31^st of such Plan Year as set forth in the Financial Statements minus (C) the Company’s total long-term debt outstanding on December 31^st of such Plan Year as set forth in the Financial Statements divided by (y) the weighted average total number of fully diluted shares of the Company’s common stock issued and outstanding during such Plan Year.

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(v) “Oil and Gas Assets” means those assets comprising the Company’s property and equipment as set forth in the Financial Statements.

(w) “Participant” means any employee of the Company who was employed by the Company on December 31^st of the Plan Year with respect to whom a Cash Bonus Award or Long-Term Equity Compensation Award is paid.

(x) “Performance Level Percentages” means, with regard to Plan Year 2011, the performance level percentages set forth on Exhibit B under the heading “Performance Level Percentages.” The Committee shall, by resolution, determine Performance Level Percentages for each Plan Year after 2011.

(y) “Plan Year” means the Company’s fiscal year.

(z) “Production” means the Company’s net production for the applicable Plan Year as set forth in the Financial Statements.

(aa) “Reserves” means the Company’s proved reserves on December 31^st of the applicable Plan Year as set forth in the official report prepared by the Company’s independent petroleum engineers for such Plan Year.

(bb) “Target Cash Bonus” means, with respect to any Participant, the product of (x) such Participant’s base salary on December 31^st of the Plan Year with respect to which a Cash Bonus Award is being considered times (y) such Participant’s Target Cash Bonus Percentage times (z) a fraction, the numerator of which is the number of days that the Participant was employed by the Company during such Plan Year and the denominator of which is 365.

(cc) “Target Cash Bonus Percentage” means, with respect to Executive Officers, those percentages described on Exhibit A under the heading “Cash Bonus Percentages – Executive Officers – Percent of Base Salary – Target” and, with respect to Participants other than Executive Officers, the target percentages for such Participants determined as described on Exhibit A.

(dd) “Target Equity Incentive Percentage” means, with respect to Executive Officers, those percentages described on Exhibit A under the heading “Equity Incentive Percentages – Executive Officers – Target Percent of Base Salary” and, with respect to Participants other than Executive Officers, the target percentages for such Participants determined as described on Exhibit A.

(ee) “Weighting Factor” means the weighting percentage assigned to each Company Performance Measure as described on Exhibit B under the heading “Quantitative Performance Measures and Weighting Factors – Weighting Factors.”

3. Calculation of Cash Bonus Pool.

The amount of the Cash Bonus Pool available to pay Cash Bonus Awards with respect to each Plan Year shall be that amount equal to the product of (x) the Cash Bonus Pool Target times (y) the sum of the products of (A) the Performance Level Percentage attained for each Company

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Performance Measure times (B) the Weighting Factor for such Company Performance Measure. The Committee shall have the discretion to increase or decrease the Cash Bonus Pool by 15%. The Committee shall have the discretion to delete, add or change any Performance Measure or the Weighting Factor of any Performance Measure at any time or from time to time for any Plan Year.

4. Determination of Cash Bonus Awards and Long-Term Equity Compensation Awards.

(a) Individual Performance Measures. Prior to March 1^st of each Plan Year:

(i) The CEO shall recommend to the Committee Individual Performance Measures for each Executive Officer other than the CEO;

(ii) The Committee shall approve Individual Performance Measures for each Executive Officer, including the CEO, and the CEO shall advise each other Executive Officer of his or her Individual Performance Measures; and

(iii) Each Executive Officer other than the CEO shall recommend to the CEO Individual Performance Measures for each Participant who reports directly to such Executive Officer, the CEO shall approve Individual Performance Measures for such Participants and each Executive Officer shall advise such Participant of his or her Individual Performance Measures.

Individual Performance Measures for Participants other than the Executive Officers and the Participants reporting directly to the Executive Officers shall be determined by the CEO or the other Executive Officers if and as they deem necessary. Individual Performance Measures may be weighted to indicate relative importance. The Committee may delete, add or change any Individual Performance Measure or the relative importance of any Individual Performance Measure applicable to any Executive Officer at any time or from time to time for any Plan Year, and the CEO may take the same such actions with respect to the Individual Performance Measures of any other Participant.

(b) Cash Bonus Awards. Prior to March 1^st of each Plan Year:

(i) The CEO shall recommend to the Committee a Cash Bonus Award for each Executive Officer with respect to the immediately preceding Plan Year, which recommendation shall be based on (A) the size of the Cash Bonus Pool available, (B) such Executive Officer’s Threshold, Target and Stretch Cash Bonus Percentages as described on Exhibit A, (C) whether such Executive Officer met, exceeded or did not meet his or her Individual Performance Measures set for such immediately preceding Plan Year, (D) peer comparison data and (E) such other appropriate criteria as the CEO shall determine;

(ii) The Committee shall set the Cash Bonus Award for each Executive Officer, including the CEO, using the same criteria described in subsection (b)(i); and

(iii) After receiving recommendations from the other Executive Officers, as appropriate, the CEO shall approve all Cash Bonus Awards to be paid to Participants other than the Executive Officers and shall advise the Committee of the total amount of such Cash Bonus Awards.

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All Cash Bonus Awards, if any, shall be paid by not later than March 15^th of each Plan Year with respect to the immediately preceding Plan Year and, subject to the Committee’s discretion to increase the Cash Bonus Pool by 15%, shall not, in the aggregate, exceed the Cash Bonus Pool.

(c) Long-Term Equity Compensation Awards. Prior to March 1^st of each Plan Year:

(i) The CEO shall recommend to the Committee a Long-Term Equity Compensation Award for each Executive Officer with respect to the immediately preceding Plan Year, which recommendation shall be based on (A) such Executive Officer’s Target Equity Incentive Percentage, (B) whether such Executive Officer met, exceeded or did not meet his or her Individual Performance Measures set for such immediately preceding Plan Year, (C) the relative importance to the success of the Company’s execution of its strategic objectives of retaining and incentivizing the Executive Officer beyond the current Plan Year, (D) peer comparison data and (E) such other appropriate criteria as the CEO shall determine;

(ii) The Committee shall set the Long-Term Equity Compensation Award for each Executive Officer, including the CEO, using the same criteria described in subsection (c)(i); and

(iii) After receiving recommendations from the other Executive Officers, as appropriate, the CEO shall approve the Long-Term Equity Compensation Award to be considered by the Committee to be paid to each Participant other than Executive Officers and shall advise the Committee of the amounts of such awards. All Long-Term Equity Compensation Awards shall be paid out in the form of an award approved by the Committee under the Employee Stock Incentive Plan.

5. Interpretation; Amendments.

The Committee shall have the power to interpret the Guidelines and to make and amend rules for putting it into effect and administering it. To the extent applicable, grants under the Guidelines shall be structured either to be exempt from or to comply with the requirements of section 409A of the Code. The provisions of the Guidelines shall be interpreted and applied insofar as possible to carry out such intent. The Guidelines may be amended at any time or from time to time by the Board or the Committee.

6. Governing Law.

The validity, construction and effect of the Guidelines and any rules or regulations relating to the Guidelines shall be determined in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

7. Effective Date and Term of Guidelines.

The Guidelines became effective on February 23, 2011 and shall remain in effect until terminated by the Board. The Guidelines were last amended January 29, 2013.

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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
Sr. VP – Regional Manager	0 – 40		80		160
VP – Regional Manager	0 – 25		50		100

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	400 – 600
COO	200 – 400
CAO/GC	200 – 400
CFO	200 – 400
Sr. VP – Regional Manager	200 – 400
VP – Regional Manager	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.

A-1

EXHIBIT B

2012 QUANTITATIVE PERFORMANCE MEASURES AND WEIGHTING FACTORS

Performance Measure	Weighting Factor			Level of Attainment*	Performance Level Percentages
Production		30	%	Over 110% of Budget	200%
				108% to 110% of Budget	175%
				105% to 107% of Budget	150%
				102% to 104% of Budget	125%
				99% to 101% of Budget	100%
				96% to 98% of Budget	90%
				93% to 95% of Budget	75%
				90% to 92% of Budget	50%
				Under 90% of Budget	Committee discretion
Drilling F&D Costs per Mcfe		25	%	Under 86% of Budget	200%
				86% to 90% of Budget	175%
				91% to 94% of Budget	150%
				95% to 97% of Budget	125%
				98% to 102% of Budget	100%
				103% to 106% of Budget	90%
				107% to 110% of Budget	80%
				111% to 114% of Budget	70%
				115% to 119% of Budget	50%
				Over 119% of Budget	Committee discretion
EBITDAX		15	%	Over 119% of Budget	200%
NAV per share		15	%	115% to 119% of Budget	175%
				110% to 114% of Budget	150%
				105% to 109% of Budget	125%
				96% to 104% of Budget	100%
				92% to 95% of Budget	90%
				88% to 91% of Budget	75%
				84% to 87% of Budget	60%
				80% to 83% of Budget	50%
				Under 80% of Budget	Committee discretion
Cash Costs per Mcfe		15	%	Under 86% of Budget	200%
				86% to 90% of Budget	175%
				91% to 94% of Budget	150%
				95% to 97% of Budget	125%
				98% to 102% of Budget	100%
				103% to 106% of Budget	90%
				107% to 110% of Budget	80%
				111% to 114% of Budget	70%
				115% to 119% of Budget	50%
				Over 119% of Budget	Committee discretion

* Levels of attainment falling between percentages will be rounded up (0.5 and over) or down (under 0.5), as appropriate

B-1