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: May 3, 2013 (May 1, 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 Compensation

On May 1, 2013, the Compensation and Benefits Committee (the “C&B Committee”) of the Board of Directors (the “Board”) of Penn Virginia Corporation (the “Company”) determined that long-term compensation payable to executive officers of the Company in 2013 is as follows:

Name and Principal Position	Long-Term Compensation ($) (1)
H. Baird Whitehead		2,400,000
President and Chief Executive Officer
Steven A. Hartman		1,100,000
Senior Vice President and Chief Financial Officer
Nancy M. Snyder		1,000,000
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
John A. Brooks		1,400,000
Executive Vice President, Operations

(1) The long-term compensation awards are comprised of 50% time-based restricted stock units payable in stock, 30% performance-based restricted stock units payable in cash and 20% stock options. 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. The actual numbers of stock options awarded are based on the value of such options on the date of grant using the Black-Scholes-Merton option-pricing formula.

Approval of Amendment and Restatement of Equity Plan

On December 20, 2012, the C&B Committee approved the amendment and restatement of the Company’s Seventh Amended and Restated 1999 Employee Stock Incentive Plan (the “Equity Plan”). The Equity Plan was amended, among other things, to:

• change the name of the Equity Plan to the “2013 Amended and Restated Long-Term Incentive Plan;”

• allow non-employee directors to participate in the Equity Plan;

• expand the types of awards available under the Equity Plan to include stock appreciation rights, bonus stock, other share-based awards, performance awards, deferred common stock units and shares of common stock;

• provide that awards covering no more than 5,000,000 shares of common stock may be granted after the effective date of the amendment and restatement of the Equity Plan;

• limit the number of shares other than stock options and stock appreciation rights issuable under the Equity Plan to 2,600,000;

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• clarify the powers of the C&B Committee in connection with the administration of the Equity Plan;

• add award limitations to ensure compliance with Section 162(m) of the Internal Revenue Code;

• modify the definition of “change of control” to require a person, entity or group to acquire 50% (instead of 25%) of the Company’s voting stock before a change of control is triggered;

• modify the definition of “change of control” to require the Company’s shareholders to own less than 50% (instead of 75%) of the voting stock following a merger before a change of control is triggered;

• explicitly prohibit the grant of dividend equivalent rights in connection with grants of stock options, stock appreciation rights and restricted stock units;

• explicitly prohibit the repricing of stock options and stock appreciation rights;

• explicitly prohibit the transfer of any award for consideration; and

• extend the termination date of the Equity Plan from December 31, 2015 to December 31, 2017.

The amendment and restatement of the Equity Plan was made subject to shareholder approval at the Company’s 2013 Annual Meeting of Shareholders to be held on May 1, 2013 (the “Annual Meeting”). On May 1, 2013, the shareholders of the Company approved the amendment and restatement of the Equity Plan. See Item 5.07 below.

A copy of the Equity Plan, as amended and restated, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Approval of Award Agreements

In connection with the approval of the amendment and restatement of the Equity Plan and the grants of long-term compensation, the C&B Committee approved forms of agreements for time-based restricted stock unit (“time-based unit”) awards, performance-based restricted stock unit (“performance-based unit”) awards and stock option grants made under the Equity Plan.

The performance-based 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 2013 (the “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-based units are payable solely in cash. The amount of cash payable with respect to performance-based 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-based 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

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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 55^th percentile of the Peer Group. The performance-based units will not have any value unless the Company’s TSR ranking is in at least the 35^th percentile of the Peer Group, and the Company’s TSR ranking must be in at least the 75^th percentile of the Peer Group for the performance-based units to pay out at the 200% maximum.

The other terms of the performance-based units and the terms of the time-based units and the stock options are materially consistent with the terms disclosed in the Company’s proxy statement for the Annual Meeting.

Copies of the forms of agreement for time-based unit awards, performance-based unit awards and stock option grants are filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 1, 2013, the Board amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to (i) allow the chairperson of the Board to call special meetings of the Board and (ii) expand the methods by which the Company may provide notice of special meetings of the Board.

A copy of the Company’s Amended and Restated Bylaws, as amended, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 1, 2013. The following matters were voted upon by the shareholders at the Annual Meeting. Each such matter received the number of votes for or against, as well as the number of abstentions and broker non-votes, set forth below for such matter.

(1) The election of seven directors, each to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:

NAME	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
John U. Clarke		35,324,224		3,442,223		34,384		9,404,226
Edward B. Cloues, II		34,952,231		3,795,715		52,885		9,404,226
Steven W. Krablin		37,616,439		1,151,307		33,085		9,404,226
Marsha R. Perelman		35,499,737		3,243,804		57,290		9,404,226
Philippe van Marcke de Lummen		35,221,644		3,472,808		106,379		9,404,226
H. Baird Whitehead		37,664,096		1,106,850		29,885		9,404,226
Gary K. Wright		35,309,466		3,454,281		37,084		9,404,226

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(2) The approval of the amendment and restatement of the Penn Virginia Corporation Seventh Amended and Restated 1999 Employee Stock Incentive Plan:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
35,761,271	2,986,918	52,642	9,404,226

(3) The approval of the advisory resolution approving executive compensation:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
36,819,039	1,899,814	81,978	9,404,226

(4) The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
45,043,509	2,674,805	486,743	0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1	Amended and Restated Bylaws of Penn Virginia Corporation.
10.1	Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan.
10.2	Form of Agreement for Restricted Stock Unit Awards under the Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan.
10.3	Form of Agreement for Performance Based Restricted Stock Unit Awards under the Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan.
10.4	Form of Agreement for Stock Option Grants under the Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan.

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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: May 3, 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
3.1	Amended and Restated Bylaws of Penn Virginia Corporation.
10.1	Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan.
10.2	Form of Agreement for Restricted Stock Unit Awards under the Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan.
10.3	Form of Agreement for Performance Based Restricted Stock Unit Awards under the Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan.
10.4	Form of Agreement for Stock Option Grants under the Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan.

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EX-3.1

Exhibit 3.1

PENN VIRGINIA CORPORATION

AMENDED AND RESTATED BYLAWS

May 1, 2013

ARTICLE 1 SHAREHOLDERS

Section 1. Meetings.

A. Annual Meeting.

(a) Time, Place and Purposes. Subject to the board of directors’ ability to postpone a meeting under Virginia law, the annual meeting and all other meetings of shareholders shall be held on such date and at such time and place as may be fixed by the board of directors and stated in the notice of the meeting. The annual meeting shall be held for the purpose of electing directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these bylaws.

(b) Shareholder Proposals. No proposal by a shareholder may be voted upon at an annual meeting of shareholders unless the proposing shareholder shall have delivered or mailed in a timely manner (as set forth herein) and in writing to the secretary of the Company (A) notice of such proposal, (B) the text of the proposed alteration, amendment or repeal, if such proposal relates to a proposed change to the Company’s articles of incorporation or bylaws, (C) evidence reasonably satisfactory to the secretary of the Company of such shareholder’s status as such and of the number of shares of each class of capital stock of the Company of which such shareholder is the beneficial owner, (D) a list of the names and addresses of other beneficial owners of shares of the capital stock of the Company, if any, with whom such shareholder is acting in concert, and the number of shares of each class of capital stock of the Company beneficially owned by each such beneficial owner and (E) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory to the board of directors of the Company, to the effect that the articles of incorporation or bylaws resulting from the adoption of such proposal would not be in conflict with the laws of the Commonwealth of Virginia if such proposal relates to a proposed change to the Company’s articles of incorporation or bylaws. To be timely in connection with an annual meeting of shareholders, a shareholder’s notice and other aforesaid items shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 nor more than 180 days prior to the corresponding date on which the immediately preceding year’s annual meeting of shareholders was held. Within 30 days after such shareholder shall have submitted the aforesaid items to the secretary of the Company, the secretary shall determine whether the items to be ruled upon by the secretary are reasonably satisfactory and shall notify such shareholder in writing of such determination. If such shareholder fails to submit a required item in the form or within the time indicated, or if the secretary determines that the items to be ruled upon by the secretary are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the Company at such annual meeting of shareholders. The presiding person at each

annual meeting of shareholders shall, if the facts warrant, determine and declare at the meeting that a proposal was not made in accordance with the procedures prescribed by these bylaws and, if he or she should so determine and so declare, the proposal shall be disregarded. The requirements of this Subsection (b) shall be in addition to any other requirements imposed by these bylaws, by the Company’s articles of incorporation or by law and in no event shall the periods specified herein be in derogation of other time periods required by law.

(c) Nomination of Directors. Nominations for the election of directors may be made by the board of directors or by any shareholder (a “Nominator”) entitled to vote in the election of directors. Such nominations, other than those made by the board of directors, shall be made in writing pursuant to timely notice delivered to or mailed and received by the secretary of the Company as set forth in this Subsection (c). To be timely in connection with an annual meeting of shareholders, a Nominator’s notice, setting forth the name and address of the person to be nominated, shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 days nor more than 180 days prior to the corresponding date on which the immediately preceding year’s annual meeting of shareholders was held. At such time, the Nominator shall also submit written evidence, reasonably satisfactory to the secretary of the Company, that the Nominator is a shareholder of the Company and shall identify in writing (i) the name and address of the Nominator, (ii) the number of shares of each class of capital stock of the Company of which the Nominator is the beneficial owner, (iii) the name and address of each of the persons, if any, with whom the Nominator is acting in concert and (iv) the number of shares of capital stock of which each such person with whom the Nominator is acting in concert is the beneficial owner pursuant to which the nomination or nominations are to be made. At such time, the Nominator shall also submit in writing (i) the information with respect to each such proposed nominee that would be required to be provided in a proxy statement prepared in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended, and (ii) a notarized affidavit executed by each such proposed nominee to the effect that, if elected as a member of the board of directors, he or she will serve and that he or she is eligible for election as a member of the board of directors. Within 30 days after the Nominator has submitted the aforesaid items to the secretary of the Company, the secretary of the Company shall determine whether the evidence of the Nominator’s status as a shareholder submitted by the Nominator is reasonably satisfactory and shall notify the Nominator in writing of such determination. If the secretary of the Company finds that such evidence is not reasonably satisfactory, or if the Nominator fails to submit the requisite information in the form or within the time indicated, such nomination shall be ineffective for the election at the meeting at which such person is proposed to be nominated. The presiding person at each meeting of shareholders shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these bylaws and, if he or she should so determine and so declare, the nomination shall be disregarded. The requirements of this Subsection (c) shall be in addition to any other requirements imposed by these bylaws, by the Company’s articles of incorporation or by law and in no event shall the periods specified herein be in derogation of other time periods required by law.

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B. Special Meetings. Special meetings of the shareholders may be called at any time by the chief executive officer, or a majority of the board of directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than as stated in the notice of the meeting.

C. Adjournments. A Public Announcement of an adjournment of an annual or special meeting shall not commence a new time period for the giving of shareholder notices provided herein. For purposes of these bylaws, “Public Announcement” includes without limitation (i) a press release reported by the Dow Jones News, Associated Press or a comparable national news service, or (ii) a document filed with the Securities and Exchange Commission.

D. Organization. The chairperson of the board of directors, or, in the absence of the chairperson of the board of directors, such other officer or board member as the board of directors may designate, shall preside at each meeting of shareholders and may adjourn the meeting from time to time. The secretary or an assistant secretary shall act as secretary of the meeting and keep a record of the proceedings thereof. The board of directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the board of directors, if any, the chairperson of the meeting shall have the right and authority to prescribe such rules, regulations and procedures, and to do all such acts as, in the judgment of such chairperson, are necessary, appropriate or convenient for the proper conduct of the meeting including, without limitation, establishing an agenda or order of business for the meeting, establishing rules and procedures for maintaining order at the meeting and the safety of those present, limiting the participation in such meeting to shareholders of record of the Company and their duly authorized and constituted proxies, and such other persons as the chairperson shall permit, restricting entry to the meeting after the time fixed for the commencement thereof, limiting the time allotted to questions or comments by participants, and regulating the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless, and to the extent, determined by the board of directors or the chairperson of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 2. Notice.

Written notice of the time and place of all meetings of shareholders and of the purpose of each special meeting of shareholders shall be given to each shareholder entitled to vote thereat at least ten days before the date of the meeting, unless a greater period of notice is required by law in a particular case.

Section 3. Voting.

A. Voting Rights. Except as otherwise provided herein, or in the articles of incorporation, or by law, every shareholder shall have the right at every shareholders’ meeting to one vote for every share standing in his or her name on the books of the Company which is entitled to vote at such meeting. Every shareholder may vote either in person or by proxy.

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B. Election of Directors. At each annual meeting, the shareholders shall elect seven directors who shall constitute the entire board.

C. Majority Voting for Directors. Each director shall be elected by the vote of a majority of the votes cast at any meeting of shareholders for the election of directors at which a quorum is present, provided that if the number of director nominees at such meeting exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast. For purposes of this Subsection C., a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director.

Section 4. Quorum.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at a meeting shall constitute a quorum. If a quorum is not present, no business shall be transacted except to adjourn to a future time.

Section 5. Rights of Series A Convertible Preferred Stock.

Notwithstanding any other provision of these bylaws, so long as the Series A Convertible Preferred Stock of the Company remains outstanding, in the event that dividends on the Series A Convertible Preferred Stock are in arrears and unpaid for six or more quarterly periods (whether or not consecutive), the holders of the Series A Convertible Preferred Stock, voting as a single class with any series of Parity Stock (as defined in the Company’s articles of incorporation) upon which like voting rights have been conferred and are then exercisable, will be entitled at the Company’s next regular or special meeting of shareholders to elect two additional directors to the board (the “Increase Triggering Event”). Such voting rights and the terms of the directors so elected will continue until such time as the dividend arrearage on the Series A Convertible Preferred Stock has been paid in full (the “Decrease Triggering Event”). At any time after voting power to elect directors shall have become vested and be continuing in the holders of the Series A Convertible Preferred Stock, or if a vacancy shall exist in the office of any such additional director, the board of directors may, and upon written request of the holders of record of at least 25% of the outstanding Series A Convertible Preferred Stock addressed to the chairperson of the board of directors shall, call a special meeting of the holders of the Series A Convertible Preferred Stock (voting separately as a class with all other series of Parity Stock upon which like voting rights have been conferred and are then exercisable (collectively, the “Voting Group”)) for the purpose of electing the directors that such holders are entitled to elect. At any meeting held for the purpose of electing such directors, the presence in person or by proxy of the holders of at least a majority of the Series A Convertible Preferred Stock shall be required to constitute a quorum of such Series A Convertible Preferred Stock (provided that, if there is one or more series of Parity Stock upon which like voting rights have

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been conferred and are then exercisable, the presence in person or by proxy of the holders of at least a majority of the Voting Group shall be required to constitute a quorum of the Voting Group).

ARTICLE 2 DIRECTORS

Section 1. Term of Office.

Each director elected at an annual meeting of the shareholders shall hold office until the next annual meeting, unless properly removed or disqualified, and until such further time as his or her successor is elected and has qualified or his or her earlier death, resignation or removal.

Section 2. Powers.

The business of the Company shall be managed by the board of directors, which shall have all powers conferred by law and these bylaws. The board of directors shall elect, remove or suspend officers, determine their duties and compensations, and require security in such amounts as it may deem proper.

Section 3. Meetings.

A. Regular Meetings. Regular meetings shall be held at such times as the board shall designate by resolution. Notice of regular meetings need not be given.

B. Special Meetings. Special meetings of the board of directors may be called at any time by the chief executive officer or the chairperson of the board of directors and shall be called by the chairperson of the board of directors upon the written request of a majority of the number of directors then in office. Notice of any special meeting of the board of directors shall be given to each director at such person’s business or residence in writing by hand delivery, first-class or overnight mail or courier service, telegram, email or facsimile transmission, or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by telegram, overnight mail or courier service, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company, or the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by email, facsimile transmission, telephone or by hand, such notice shall be deemed adequately delivered when the notice is transmitted at least 24 hours before such meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the board need be specified in the notice of such meeting. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting.

C. Place. Meetings of the board of directors shall be held at such place as the board may designate or as may be designated in the notice calling the meeting.

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Section 4. Quorum.

A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting and, except as provided in Article 8, the acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the board of directors.

Section 5. Vacancies.

Vacancies in the board of directors shall be filled by vote of a majority of the remaining members of the board though less than a quorum. Such election shall be for the balance of the unexpired term or until a successor is duly elected by the shareholders and has qualified.

Section 6. Automatic Changes in Board Size.

Immediately upon the occurrence of the Increase Triggering Event, the number of directors that comprises the board shall be automatically increased by two without further action by the board of directors. Immediately upon the occurrence of the Decrease Triggering Event, the number of directors that comprises the board shall be automatically decreased by two without further action by the board of directors.

ARTICLE 3 BOARD COMMITTEES

Section 1. Executive Committee.

The board of directors, by resolution of a majority of the number of directors fixed in accordance with these bylaws, may designate three or more directors to constitute an executive committee, which, to the extent provided in such resolution, shall have and may exercise all the authority of the board of directors, except that the executive committee shall not have power to (i) approve or recommend to shareholders action that the Virginia Stock Corporation Act requires to be approved by shareholders; (ii) fill vacancies on the board or on any of its committees; (iii) amend the articles of incorporation pursuant to Section 13.1-706 of the Virginia Stock Corporation Act; (iv) adopt, amend, or repeal the bylaws; (v) approve a plan of merger not requiring shareholder approval; (vi) authorize or approve a distribution, except according to a general formula or method prescribed by the board of directors; or (vii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, other than within limits specifically prescribed by the board of directors. If an executive committee is so designated it will elect one of its members to be its chairperson.

Section 2. Audit Committee.

The board of directors, by resolution adopted by a majority of the number of directors fixed in accordance with these bylaws, shall elect an audit committee which shall consist of not less than three directors; provided, however, that a majority (and not less than three) of the directors constituting the audit committee shall not be officers or

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employees of the Company or any of its subsidiaries. In addition, the composition of the audit committee shall comply with the requirements of any listing agreement of any securities exchange or association to which the Company is a party. At the time of election of the audit committee, the board of directors shall designate (or, in the absence of such designation by the board, the members of the audit committee shall designate) one of the members of the committee to be its chairperson to serve until a successor is designated and serving. The duties and responsibilities of the audit committee shall be set forth in an audit committee charter, which shall be adopted by the board of directors and which may be amended by the board from time to time.

Section 3. Compensation and Benefits Committee.

The board of directors by resolution of a majority of the number of directors fixed in accordance with these bylaws may designate three or more outside directors to constitute a compensation and benefits committee, which shall have such power and authority as may be provided in such resolution.

Section 4. Other Committees.

The board of directors by resolution of a majority of the number of directors fixed in accordance with these bylaws may create or disband other committees, as deemed to be proper.

Section 5. Meetings.

Regular and special meetings of any committee established pursuant to this Article 3 may be called and held subject to the same requirements with respect to time, place and notice as are specified in these bylaws for regular and special meetings of the board of directors.

Section 6. Quorum and Manner of Acting.

A majority of the members of any committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a committee meeting at which a quorum is present shall constitute the act of the committee.

ARTICLE 4 OFFICERS

Section 1. Election.

At its first meeting after each annual meeting of the shareholders, the board of directors shall elect a president, treasurer and secretary, and such other officers as it deems advisable. Any two or more offices may be held by the same person.

Section 2. Chairperson and President.

A. Chairperson. The chairperson shall preside at all meetings of the board and of the shareholders. If so designated by the board of directors, the chairperson shall be the chief executive officer.

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B. President. The president shall be either the chief executive officer or the chief operating officer of the Company, as designated by the board of directors. The president shall have such duties as the board of directors and the chairperson of the Company shall prescribe.

Section 3. Other Officers.

The duties of the other officers shall be those usually related to their offices, except as otherwise prescribed by resolution of the board of directors.

Section 4. General.

In the absence of the chairperson and president, the person who has served longest as vice president or any other officer designated by the board shall exercise the powers and perform the duties of the chief executive officer or chief operating officer or both. The chief executive officer or any officer or employee authorized by him may appoint, remove or suspend agents or employees of the Company and may determine their duties and compensation.

ARTICLE 5 INDEMNIFICATION

Section 1. Right to Indemnification.

Subject to Section 3, the Company shall indemnify any person who was or is a party or threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal, and whether or not by or in the right of the Company, by reason of the fact that he or she is or was a director or officer of the Company, or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, manager, partner, trustee, administrator, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity, for expenses (including attorney’s fees), judgments, fines, penalties, including any excise tax assessed with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the fullest extent and manner permitted by the Virginia Stock Corporation Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment).

Section 2. Advance of Expenses.

Subject to Section 3, expenses incurred by any person who is or was a director or officer of the Company in defending any threatened, pending or completed action, suit or proceeding described in Section 1 shall be paid by the Company in advance of the

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final disposition of such action, suit or proceeding upon receipt of a written undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company.

Section 3. Procedure for Determining Permissibility.

The procedure for determining the permissibility of indemnification and the advancement of expenses pursuant to this Article 5 shall be that set forth in Section 13.1-701.B and Section 13.1-699.C, respectively, of the Virginia Stock Corporation Act, provided that, if there has been a change in control of the Company between the time of the action or failure to act giving rise to the claim for indemnification or the advancement of expenses and such claim, then, at the option of the person seeking indemnification or the advancement of expenses, the permissibility of indemnification or the advancement of expenses shall be determined by special legal counsel selected jointly by the Company and the person seeking indemnification. The reasonable expenses of any person in prosecuting a successful claim for indemnification or the advancement of expenses, and the fees and expenses of any special legal counsel engaged to determine the permissibility of indemnification or the advancement of expenses, shall be borne by the Company. The Company shall promptly take all such action and make all such determinations as shall be necessary or appropriate to comply with its obligations to provide indemnification or advance expenses pursuant to this Article 5.

Section 4. Contractual Obligation; Inuring of Benefit.

The obligations of the Company to indemnify or advance expenses to a person under this Article 5 shall be considered contractual obligations of the Company to such person, subject only to the determination of permissibility as set forth in the preceding Section, which obligations shall be deemed vested as of the date that such person became a director or officer of the Company. While any provision of this Article 5 may be amended, modified or repealed, no such amendment, modification or repeal shall affect, to the detriment of such person, the obligations of the Company to indemnify or advance expenses to such person in connection with a claim based on any act or failure to act occurring before such amendment, modification or repeal, regardless of when such claim may arise or be asserted. The obligations of the Company to indemnify or advance expenses to a person under this Article 5 shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5. Insurance and Other Indemnification.

The board of directors of the Company shall have the power but shall not be obliged to (a) purchase and maintain, at the Company’s expense, insurance on behalf of the Company and its directors, officers, employees and agents against liabilities asserted against any of them, including the Company’s obligations to indemnify and advance expenses, to the extent that power to do so is not prohibited by applicable law, and (b) give other indemnification to the extent not prohibited by applicable law.

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ARTICLE 6 CAPITAL STOCK

Section 1. Share Certificates and Uncertificated Shares.

The board of directors may provide that some or all of the shares of capital stock of the Company may be certificated or uncertificated. Certificates representing shares of the Company shall be in such form as shall be prescribed by the board of directors and executed in any manner permitted by law and stating thereon the information required by law; provided, that, in the case of uncertificated shares, a notice shall be sent to the registered owner thereof as required by Section 13.1-648 of the Virginia Stock Corporation Act, if applicable. Transfer agents and/or registrars for one or more classes of shares of the Company may be appointed by the board of directors and may be required to countersign certificates representing shares of such class or classes. In case any officer whose signature or facsimile has been placed upon a certificate shall have ceased to be officer of the Company before such certificate has been delivered, the board of directors may nevertheless adopt such certificate and it may then be issued and delivered with the same effect as if he or she were such officer at the date of issue. If shares are uncertificated, a shareholder shall receive a physical certificate of stock only upon written request.

Section 2. Transfers.

The shares of the Company shall be transferable or assignable only on the books of the Company by the holder in person or by attorney upon surrender of the certificate for such shares duly endorsed or, if such shares are uncertificated, upon delivery of duly executed instructions with respect to such uncertificated shares and evidence of the ownership of such shares and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Company. The Company will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner. Any restrictions which are deemed to be imposed on the transfer of the Company’s securities by the Shareholder Rights Agreement dated as of February 11, 1998, between the Company and American Stock Transfer & Trust Company, as it may be amended from time to time, or by any successor or replacement rights plan or agreement, are hereby authorized.

Section 3. Regulations.

The board of directors may make such additional rules and regulations, not inconsistent with these bylaws, as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Company, whether evidenced by certificates or uncertificated.

Section 4. Fixing Record Date.

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper

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purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 4, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

ARTICLE 7 CONTROL SHARE ACQUISITIONS STATUTE

The provisions of Article 14.1 of the Virginia Stock Corporation Act, entitled Control Share Acquisitions, shall not apply to the Company.

ARTICLE 8 AMENDMENTS

These bylaws may be changed at any regular or special meeting of the board of directors by the vote of a majority of the number of directors fixed by these bylaws.

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EX-10.1

Exhibit 10.1

PENN VIRGINIA CORPORATION

2013 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

TABLE OF CONTENTS

1.	History and Purpose of the Plan	1
2.	Definitions	1
3.	Rights To Be Granted	4
4.	Stock Subject to Plan	5
5.	Administration of Plan	6
6.	Grant of Rights; Limitations on Individual Grants	7
7.	Eligibility	7
8.	Option Agreements and Terms	8
9.	Restricted Stock Award Agreements and Terms	10
10.	Restricted Stock Unit Award Agreements and Terms	11
11.	Stock Appreciation Right Award Agreements and Terms	12
12.	Bonus Stock Agreements and Terms	13
13.	Other Share-Based Award Agreements and Terms	14
14.	Performance Award Agreements and Terms	14
15.	Deferred Common Stock Unit Award Agreements and Terms	16
16.	Termination of Employment	17
17.	Rights as Shareholders or Directors	17
18.	Deferrals	18
19.	Adjustments Upon Changes in Capitalization	18
20.	Change of Control	18
21.	Plan Not to Affect Employment or Board Membership	20
22.	Issuance of Certificates; Payments and Distributions Upon Death	20
23.	Taxes	21
24.	Repricing and Transfers for Consideration Prohibited.	21
25.	Interpretation	21
26.	Amendments	21
27.	Securities Laws	22
28.	Unfunded Status of Awards	22
29.	Fractional Shares	22
30.	Severability	22
31.	Governing Law	22
32.	Effective Date and Term of Plan	22

(i)

PENN VIRGINIA CORPORATION

2013 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

1. History and Purpose of the Plan

The Plan was previously titled the Seventh Amended and Restated 1999 Employee Stock Incentive Plan, and it was last amended on May 4, 2011. This amendment and restatement of the Plan shall change the title of the Plan to the “Penn Virginia Corporation 2013 Amended and Restated Stock Incentive Plan.”

The purpose of the Plan is to foster and promote the long-term success of the Company and increase shareholder value by (a) motivating superior performance by providing to the Company’s employees long-term incentives and rewards for making major contributions to the Company’s success; (b) strengthening the Company’s ability to retain key employees and to attract and retain outside talent by providing incentive compensation opportunities competitive with other companies similar to the Company; (c) enabling employees to participate in the long-term growth and financial success of the Company; and (d) attracting and retaining the services of experienced and knowledgeable directors and providing Non-employee Directors with a proprietary and vested interest in the growth and performance of the Company.

2. Definitions

(a) “Board” means the board of directors of the Parent Company.

(b) “Bonus Stock” means a Share granted to an eligible employee as a bonus under Section 12.

(c) “Cashless Exercise” means the manner of exercise of an Option described in Section 8(f).

(d) “Cause” means (i) with respect to a Participant who has an employment or change of control severance agreement with the Company, “cause” as defined in such agreement or (ii) with respect to a Participant who does not have an employment or change of control severance agreement with the Company, conduct on the part of a Participant that involves (A) willful failure to perform the Participant’s duties or (B) engaging in serious misconduct injurious to the Company.

(e) “Change of Control” means the occurrence of any of the events described in Section 20.

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

(g) “Committee” means the committee described in Section 5.

(h) “Company” means Penn Virginia Corporation and each of its Subsidiary Companies and any successor entity.

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(i) “Covered Employee” means an individual that is designated by the Committee as likely to be a “covered employee” as defined within the meaning of Section 162(m).

(j) “Date of Grant” means the date on which an award is granted.

(k) “Deferred Common Stock Unit” means a Stock Unit granted pursuant to a Deferred Common Stock Unit Award.

(l) “Deferred Common Stock Unit Account” means the bookkeeping account described in Section 15(b).

(m) “Deferred Common Stock Unit Award” means any award of Deferred Common Stock Units granted to a Non-employee Director under Section 15.

(n) “Disability” means, unless otherwise determined by the Committee and set forth in an individual award agreement, (i) with respect to an award that is not subject to the Nonqualified Deferred Compensation Rules, a Participant becoming disabled as determined by the Committee in its discretion, and (ii) with respect to an award that is subject to the Nonqualified Deferred Compensation Rules, a Participant becoming disabled within the meaning of such term under Section 409A(a)(2)(C) of the Code.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the regulations promulgated thereunder.

(p) “Non-employee Director” means a director of the Parent Company who is not an employee of the Company.

(q) “Nonqualified Deferred Compensation Rules” means the limitations or requirements of Section 409A of the Code and the guidance and regulations promulgated thereunder.

(r) “Option” means any stock option granted to an eligible employee or a Non-employee Director under Section 8.

(s) “Other Share-Based Awards” means any award granted to an eligible employee under Section 13.

(t) “Parent Company” means Penn Virginia Corporation, a Virginia corporation.

(u) “Participant” means a person to whom an award has been granted under this Plan which remains outstanding.

(v) “Performance Award” means any right granted to an eligible employee under Section 14 to receive an award based upon performance criteria specified by the Committee. The Committee shall have the sole right to determine whether a Performance Award shall also be designed to be “performance-based compensation” within the meaning of Section 162(m).

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(w) “Performance Goal” means one or more standards established by the Committee to determine whether a Performance Award is earned in whole or in part.

(x) “Plan” means this Penn Virginia Corporation 2013 Amended and Restated Stock Incentive Plan, as set forth herein and as amended from time to time.

(y) “Plan Administrator” means any person designated by the Committee as the Plan Administrator pursuant to Section 5(d).

(z) “Qualified Member” means a member of the Committee who is a “nonemployee director” within the meaning of Rule 16b-3(b)(3) of the Exchange Act and an “outside director” within the meaning of Treasury Regulation §1.162-27 under Section 162(m).

(aa) “Restricted Stock” means Shares granted pursuant to a Restricted Stock Award.

(bb) “Restricted Stock Award” means any award of Restricted Stock granted to an eligible employee under Section 9.

(cc) “Restricted Stock Unit Award” means any award of Stock Units granted to an eligible employee under Section 10.

(dd) “Restricted Stock Unit” means a Stock Unit granted pursuant to a Restricted Stock Unit Award.

(ee) “Restriction Period” means the period of time commencing with the Date of Grant during which restrictions shall apply to the award and ending on the date that the restrictions lapse.

(ff) “Retirement” means the voluntary termination by a Participant of his or her employment with the Company after such Participant has become Retirement Eligible.

(gg) “Retirement Eligible” means a Participant has attained age 62 and completed at least ten consecutive Years of Service, or such younger age or lesser number of consecutive Years of Service as determined by the Committee.

(hh) “Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as from time to time in effect and applicable to the Plan and Participants.

(ii) “Section 162(m)” means Section 162(m) of the Code and the regulations promulgated thereunder (including Treasury Regulation §1.162-27 and successor regulations thereto).

(jj) “Securities Act” means the Securities Act of 1933, as amended from time to time, and the regulations promulgated thereunder.

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(kk) “Shares” means shares of common stock of the Parent Company.

(ll) “Stock Appreciation Right” or “SAR” means any stock appreciation right granted to an eligible employee or a Non-employee Director under Section 11.

(mm) “Stock Unit” means a bookkeeping entry representing a single Share.

(nn) “Stock Unit Account” means the bookkeeping account described in Section 10(a).

(oo) “Subsidiary Companies” means all entities that at any relevant time are subsidiary entities of the Parent Company within the meaning of Section 424(f) of the Code.

(pp) “Value” on any date means the closing stock price for a Share on the principal national securities exchange on which the Shares are listed on such date (or if such securities exchange shall not be open for the trading of securities on such date, the last previous day on which such exchange was so open) or, if there is no closing price on such date, the closing stock price on the date nearest preceding such date; provided, however, that in the event that the Shares are not publicly traded at the time a determination of Value is required to be made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors that the Committee deems appropriate including, without limitation, the Nonqualified Deferred Compensation Rules.

(qq) “Vesting Period” means the period of time commencing with the Date of Grant during which an Option or a SAR is not yet exercisable.

(rr) “Year of Service” means any calendar year in which an employee of the Company is paid or entitled to be paid for 1,000 hours of service.

3. Rights To Be Granted

The following rights may be granted under the Plan:

(a) Options, which give the Participant the right, for a specified time period, to purchase a specified number of Shares for a price equal to the Value of such Shares on the Date of Grant subject to forfeiture under certain circumstances upon termination of employment or service as a Non-employee Director during a Vesting Period applicable to the Options;

(b) Restricted Stock Awards, which give the Participant, without payment, a specified number of Shares subject to forfeiture under certain circumstances upon termination of employment during a Restriction Period applicable to the Shares;

(c) Restricted Stock Unit Awards, which give the Participant, without payment, a specified number of Shares, an amount of cash or a combination of Shares and cash, subject to forfeiture under certain circumstances upon termination of employment during a Restriction Period applicable to the Restricted Stock Units;

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(d) Stock Appreciation Rights, or SARs, which give the Participant the right to receive, upon exercise thereof, the excess of the (i) Value of one Share on the date of exercise over (ii) the grant price of the SAR as determined by the Committee, subject to forfeiture under certain circumstances upon termination of employment during a Vesting Period applicable to the SARs;

(e) Bonus Stock, which gives the Participant, without payment, a Share as a bonus or in lieu of other Company obligations to pay cash to that Participant and which is not subject to a Restriction Period;

(f) Other Share-Based Awards, which give the Participant the right to receive an award that is based upon or denominated in Shares, and settled in Shares, cash or a combination of Shares and cash and which may or may not be subject to a Restriction Period at the discretion of the Committee;

(g) Performance Awards, which give the Participant a right to receive an award that is subject to performance conditions in addition to the passage of time.

(h) Deferred Common Stock Unit Awards, which give the Participant, without payment, a specified number of Shares which are not subject to a Restriction Period; and

(i) Shares.

4. Stock Subject to Plan

Subject to Section 19 and this Section 4, not more than 5,000,000 Shares in the aggregate may be issued pursuant to the Plan after the effective date of this Amendment and Restatement (as described in Section 32), and of the foregoing 5,000,000 Shares, no more than 2,600,000 Shares in the aggregate may be issued as Shares, Restricted Stock, Bonus Stock, Deferred Common Stock Units or Restricted Stock Units, Performance Awards or Other Share-Based Awards (other than Options or SARs) that shall or may be settled in Shares. For purposes of determining the number of Shares issued under the Plan, no Shares shall be deemed issued until they are delivered to a Participant or any other person eligible to receive the settlement of an award. Notwithstanding the foregoing, Shares covered by awards (whether granted prior to or after the effective date of this Amendment and Restatement) that either wholly or in part expire or are forfeited or terminated shall be available for future issuance under the Plan. Shares tendered to or withheld by the Company in connection with the exercise of Options or SARs or the payment of tax withholding on any Option or SAR shall not be available for future issuance under the Plan. In addition, Shares, if any, repurchased on the open market with the proceeds from Option exercises shall not be available for future issuance under the Plan.

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5. Administration of Plan

(a) The Plan shall be administered by the Committee, which shall be composed of not less than three directors of the Parent Company appointed by the Board who are Qualified Members. Except as the Committee may otherwise determine, all decisions and determinations by the Committee shall be final and binding upon all Participants and their respective designated beneficiaries.

(b) Subject to the express provisions of the Plan and Rule 16b-3, the Committee shall have the authority, in its sole and absolute discretion, to (i) adopt, amend and rescind administrative and interpretive rules and regulations relating to the Plan; (ii) determine the eligible persons to whom, and the time or times at which, awards shall be granted; (iii) determine the amount of cash or the number of Shares that shall be the subject of each award; (iv) determine the terms and provisions of each award agreement (which need not be identical), including provisions defining or otherwise relating to (A) the term and the period or periods and extent of exercisability of the Options or SARs, (B) the extent to which the transferability of Shares issued or transferred pursuant to any award is restricted, (C) except as otherwise provided herein, the effect of a Participant’s termination of employment or service as a Non-employee Director with the Company on any award, and (D) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); (v) accelerate the time of vesting or exercisability of any award that has been granted; (vi) construe the respective award agreements and the Plan; (vii) make determinations of the Value of the Shares pursuant to the Plan; (viii) delegate its duties under the Plan (as described further below) to such agents as it may appoint from time to time; (ix) subject to the provisions of Section 26, terminate, modify or amend the Plan; and (x) make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate. Subject to Rule 16b-3 and Section 162(m), the Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any award or in any award agreement in the manner and to the extent it deems necessary or desirable to carry the Plan into effect.

(c) At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an award granted or to be granted to an individual who is then subject to Section 16 of the Exchange Act in respect of the Parent Company, or relating to an award intended by the Committee to qualify as “performance-based compensation” within the meaning of Section 162(m), may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that, upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of this Plan.

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(d) The Committee may delegate as follows:

(i) to a person designated from time to time by the Committee as the Plan Administrator; and

(ii) to the Chief Executive Officer of the Parent Company the right to grant Options under the Plan to any employee who is not subject to Section 16 of the Exchange Act.

Notwithstanding the preceding sentence, the Committee may not delegate its duties where such delegation would violate state corporate law, or with respect to making awards to, or otherwise with respect to awards granted to, eligible persons who are subject to Section 16(b) of the Exchange Act or who are Covered Employees receiving awards that are intended to constitute “performance-based compensation” within the meaning of Section 162(m). The Committee may, in its sole discretion, put any conditions and restrictions on the powers that may be exercised by the Plan Administrator or the Chief Executive Officer upon any such delegation. The Committee may revoke any such delegation at any time.

(e) The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

6. Grant of Rights; Limitations on Individual Grants

Subject to Section 7, the Committee or the Board may grant awards to eligible employees and Non-employee Directors of the Company as described in Section 7; provided, however, that, in each calendar year, during any part of which this Plan is in effect, a Covered Employee may not be granted (a) awards (including Stock Options and SARS, but other than awards designated to be paid only in cash or the settlement of which is not based on a number of Shares) relating to more than 1,500,000 Shares, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 19 or (b) awards designated to be paid only in cash, or the settlement of which is not based on a number of Shares, having a value determined on the Date of Grant in excess of $5,000,000.

7. Eligibility

(a) Options may be granted to any employee or Non-employee Director of the Company.

(b) SARs, Other Share-Based Awards and Performance Awards may be granted to any employee of the Company.

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(c) Restricted Stock Awards, Restricted Stock Unit Awards and Bonus Stock may be granted only to key employees of the Company, who are designated as such by the Committee or the Board. The term “key employee” is not meant to be limited to Covered Employees for purposes of this Plan.

(d) Deferred Common Stock Units and Shares may be granted only to Non-employee Directors.

8. Option Agreements and Terms

All Options shall be evidenced by option agreements executed on behalf of the Parent Company and by the respective Participants. The terms of each such agreement shall be determined from time to time by the Committee, consistent, however, with the following:

(a) Option Price. The option price per Share of any Option granted to a Participant shall be greater than or equal to the Value of the Share on the Date of Grant, but never below the Value of the Share on the Date of Grant.

(b) Restrictions on Transferability. An Option shall not be transferable prior to the termination of the Vesting Period with respect thereto unless otherwise determined by the Committee and specified in the option agreement. Thereafter, unless otherwise determined by the Committee and specified in the option agreement, an Option shall not be transferable otherwise than (i) by will or the laws of descent and distribution or (ii) to the spouse, children or grandchildren of the Participant or a trust for the exclusive benefit of any such family member; provided that no such family member shall be permitted to make any subsequent transfer of any such Options except back to the original Participant and all Options transferred to any such family member shall remain subject to all terms and conditions set forth herein. During the lifetime of the Participant, an Option shall be exercisable only by him or her or by any transferee to whom an Option was transferred in accordance with subsection (b)(ii).

(c) Payment. Full payment for Shares purchased upon the exercise of an Option shall be made in cash or, at the election of the person exercising the Option and subject to the approval of the Committee at the time of exercise, by surrendering, or by the Parent Company’s withholding from Shares purchased, Shares with an aggregate Value, on the date immediately preceding such exercise date, equal to all or any portion of the option price not paid in cash. With the consent of the Committee, payment for Shares purchased upon the exercise of an Option may be made in whole or in part by Restricted Stock (based on the fair market value of the Restricted Stock on the date the Option is exercised as determined by the Committee). In such case, the Shares to which the Option relates shall be subject to the same forfeiture restrictions existing on the Restricted Stock exchanged therefor. Payment for Shares purchased upon the exercise of an Option may also be made pursuant to a Cashless Exercise.

(d) Periods of Exercise; Forfeiture. An Option shall be exercisable in whole or in part at such time as may be determined by the Committee and stated in the option agreement; provided that no Option shall be exercisable after ten years from the Date of Grant and, unless the Committee has determined otherwise and specified in the option agreement:

(i) In the event a Participant ceases to be an employee of the Company for any reason other than death, Disability, Retirement or termination for Cause (A) any Option held by such Participant the Vesting Period with respect to which has not lapsed shall be forfeited, and (B) any Option held by such Participant the Vesting Period with respect to which has lapsed shall be exercisable until the earlier of that date which is (1) 90 days after the date on which the Participant’s employment ceased or (2) the expiration date of such Option.

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(ii) In the event a Participant’s employment with the Company terminates for Cause, any unexercised Options held by such Participant shall be forfeited on the earlier of the date of employment termination or notice of such termination.

(iii) In the event a Participant ceases to be an employee of the Company by reason of his or her death or Disability, any Option held by such Participant shall immediately become exercisable and shall remain exercisable until the earlier of that date which is (A) one year after the date of death or Disability or (B) the expiration date of such Option.

(iv) In the event a Participant becomes Retirement Eligible, any Option granted to such Participant shall immediately vest and become exercisable and shall remain exercisable until the expiration date of such Option.

(v) In the event a Participant ceases to be a Non-employee Director (A) any Option held by such Participant the Vesting Period with respect to which has not lapsed shall be forfeited and (B) any Option held by such Participant the Vesting Period with respect to which has lapsed shall be exercisable (1) until the expiration date of such Option or (2) if such Participant ceased to be a Non-employee Director on account of his or her death, until the earlier of that date which is (x) six months after the date of death or (y) the expiration date of such Option.

(e) Date and Notice of Exercise. Except with respect to Cashless Exercises, the date of exercise of an Option shall be the date on which written notice of exercise, addressed to the Parent Company at its main office to the attention of its Secretary, is hand delivered, telecopied or mailed, first class postage prepaid; provided that the Parent Company shall not be obliged to deliver any certificates for Shares, or any evidence of the ownership of uncertificated Shares, pursuant to the exercise of an Option until the Parent Company shall have received payment in full of the option price for such Shares and any withholding taxes payable pursuant to Section 23. Each such notice of exercise shall be irrevocable when given. Each notice of exercise must include a statement of preference as to the manner in which payment to the Parent Company shall be made (Shares or cash, a combination of Shares and cash or by Cashless Exercise).

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(f) Cashless Exercise. In addition to the methods of payment described in Section 8(c), a Participant may exercise and pay for Shares purchased upon the exercise of an Option through the use of a brokerage firm acceptable to the Parent Company to make payment to the Parent Company of the option price and any taxes required by law to be withheld upon exercise of the Option either from the proceeds of a loan to the Participant from the brokerage firm or from the proceeds of the sale of Shares issued pursuant to the exercise of the Option, and upon receipt of such payment the Parent Company shall deliver the Shares issuable under the Option exercised to such brokerage firm. Notwithstanding anything stated to the contrary herein, the date of exercise of a Cashless Exercise shall be the date on which the broker executes the sale of exercised Shares or, if no sale is made, the date on which the broker receives the exercise loan notice from the Participant to pay the Parent Company for the exercised Shares.

(g) Issuance of Certificates; Evidence of Uncertificated Shares; Payment of Cash. Only whole Shares shall be issuable upon exercise of Options. Any right to a fractional Share shall be satisfied in cash. Upon receipt of payment of the option price and any withholding taxes payable pursuant to Section 23, the Parent Company shall deliver to the exercising Participant or other person eligible to exercise Options hereunder a certificate for, or evidence of the ownership of, the number of whole Shares and a check for the Value on the date of exercise of the fractional Share to which the person exercising the Option is entitled.

(h) Dividend Equivalents. The Options shall not be granted with dividend equivalent rights.

9. Restricted Stock Award Agreements and Terms

All Restricted Stock Awards shall be evidenced by restricted stock award agreements executed on behalf of the Parent Company and by the respective Participants. The terms of each such agreement shall be determined from time to time by the Committee, consistent, however, with the following:

(a) Restrictions on Transferability. During the Restriction Period, neither a Restricted Stock Award nor any interest therein shall be transferable unless otherwise determined by the Committee.

(b) Restriction Period. The Restriction Period for Restricted Stock Awards shall be determined by the Committee and specified in the restricted stock award agreement; provided that no Restriction Period shall terminate less than one year from the Date of Grant except pursuant to subsection (c). Notwithstanding the foregoing, only whole Shares shall be issuable with respect to Restricted Stock Awards.

(c) Forfeiture of Shares; Vesting on Disability, Death or Retirement Eligibility. Unless the Committee has determined otherwise and specified in the restricted stock award agreement:

(i) In the event a Participant ceases to be an employee of the Company for any reason other than his or her Retirement, death or Disability, any Shares subject to such Participant’s Restricted Stock Award the Restriction Period with respect to which has not terminated shall automatically be forfeited by the Participant and revert to and become the property of the Company.

(ii) In the event a Participant (A) becomes Retirement Eligible or (B) ceases to be an employee of the Company by reason of his or her death or Disability, the Restriction Period with respect to any Shares subject to such Participant’s Restricted Stock Award which has not terminated shall automatically terminate effective on the date the Participant becomes Retirement Eligible or the date of the Participant’s death or Disability, as applicable.

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(d) Issuance of Shares; Evidence of Uncertificated Shares. Upon receipt from a Participant of a fully executed restricted stock award agreement and a stock power relating to the Shares issuable thereunder executed in blank by the Participant, the Parent Company shall issue to such Participant the Shares subject to the Restricted Stock Award. The certificates representing such Shares shall be registered in such Participant’s name, with such legend thereon as the Committee shall deem appropriate, provided that such Shares may be uncertificated. The Parent Company shall retain the certificate, if certificated, for such Shares pending the termination of the Restriction Period or forfeiture thereof. Upon termination of the Restriction Period of any such Shares, the Parent Company shall promptly deliver to the Participant the certificates for, or evidence of the ownership of, such Shares.

(e) Dividends. Dividends payable with respect to a Restricted Stock Award shall be paid within 30 days after the date on which such Restricted Stock Award vests.

10. Restricted Stock Unit Award Agreements and Terms

All Restricted Stock Unit Awards shall be evidenced by restricted stock unit award agreements executed on behalf of the Parent Company and by the respective Participants. The terms of each such agreement shall be determined from time to time by the Committee, consistent, however, with the following:

(a) Crediting of Stock Units. Each Stock Unit shall represent the right of a Participant to receive a Share or an amount of cash based on the Value of a Share, if and when specified conditions are met. The Committee shall establish a Stock Unit Account on behalf of each Participant who has received a Restricted Stock Unit Award to which all of the Participant’s Stock Units shall be credited. The establishment of a Stock Unit Account shall not require segregation of any funds of the Company or provide any Participant with any rights to any assets of the Company, except as a general creditor thereof. A Participant shall have no right to receive payment of any Stock Units credited to his Stock Unit Account except as expressly provided herein.

(b) Restrictions on Transferability. During the Restriction Period, neither a Restricted Stock Unit Award nor any interest therein shall be transferable unless otherwise determined by the Committee.

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(c) Restriction Period. The Restriction Period for Restricted Stock Unit Awards shall be determined by the Committee and specified in the restricted stock unit award agreement; provided that no Restriction Period shall terminate less than one year from the Date of Grant except pursuant to subsection (d).

(d) Forfeiture of Restricted Stock Units; Vesting on Disability, Death or Retirement Eligibility. Unless the Committee has determined otherwise and specified in the restricted stock unit award agreement:

(i) In the event a Participant ceases to be an employee of the Company for any reason other than his or her Retirement, death or Disability, any Stock Units subject to such Participant’s Restricted Stock Unit Award the Restriction Period with respect to which has not terminated shall automatically be forfeited by the Participant.

(ii) In the event a Participant (A) becomes Retirement Eligible or (B) ceases to be an employee of the Company by reason of his or her death or Disability, the Restriction Period with respect to any Stock Units subject to such Participant’s Restricted Stock Unit Award which has not terminated shall automatically terminate effective on the date the Participant becomes Retirement Eligible or the date of the Participant’s death or Disability, as applicable.

(e) Payment with Respect to Restricted Stock Unit Awards. Payments with respect to Restricted Stock Unit Awards shall be made in cash, Shares or any combination of the foregoing, as the Committee shall determine.

(f) Earnings. If vested Restricted Stock Units are not paid within 30 days after the date such Restricted Stock Units vest, the Company shall credit the cash value recorded in the Participant’s Stock Unit Account with earnings through the date the 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 Unit.

(g) Dividend Equivalents. Restricted Stock Unit Awards shall not be granted with dividend equivalent rights.

11. Stock Appreciation Right Award Agreements and Terms

All SARs shall be evidenced by SAR agreements executed on behalf of the Parent Company and by the respective Participants. The terms of each such agreement shall be determined from time to time by the Committee, consistent, however, with the following:

(a) Restrictions on Transferability. A SAR shall not be transferable prior to the termination of the Vesting Period with respect thereto unless otherwise determined by the Committee and specified in the SAR agreement. Thereafter, unless otherwise determined by the Committee and specified in the SAR agreement, a SAR shall not be transferable otherwise than (i) by will or the laws of descent and distribution or (ii) to the spouse, children or grandchildren of the Participant or a trust for the exclusive benefit of any such family member; provided that no such family member shall be permitted to make any

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subsequent transfer of any such SARs except back to the original Participant and all SARs transferred to any such family member shall remain subject to all terms and conditions set forth herein. During the lifetime of the Participant, a SAR shall be exercisable only by him or her or by any transferee to whom a SAR was transferred in accordance with subsection (a)(ii) above.

(b) SAR Award Agreements. Subject to Section 11(c) below, each SAR award agreement shall state: (i) the total number of Shares to which the SAR relates and the exercise price thereof, which shall be greater than or equal to the Value of a Share on the Date of Grant, but never below the Value of a Share on the Date of Grant; (ii) the date at which the SAR shall expire if not previously exercised or forfeited; provided that such expiration date shall not be later than the tenth anniversary of the Date of Grant of such SAR award; (iii) any vesting and forfeiture restrictions which will be applicable to the Participant; (iv) the time or times at which and the circumstances under which a SAR may be exercised in whole or in part; (v) the method of exercise; (vi) the method of settlement; (vii) the form of consideration payable in settlement (cash or Shares or some combination of cash and Shares); (viii) the method by or forms in which Share settled SARs will be delivered or deemed to be delivered to Participants; (ix) tax withholding requirements; and (x) any other terms and conditions of any SAR.

(c) Vesting on Disability, Death or Retirement Eligibility. Unless the Committee has determined otherwise and specified in the SAR award agreement:

(i) In the event a Participant ceases to be an employee of the Company for any reason other than his or her Retirement, death or Disability, any SAR award that has not become vested shall automatically be forfeited by the Participant.

(ii) In the event that a Participant becomes Retirement Eligible or ceases to be an employee of the Company by reason of his or her death or Disability, the SAR award granted to such Participant shall immediately vest and become exercisable.

(d) Dividend Equivalents. The SARs shall not be granted with dividend equivalent rights.

12. Bonus Stock Agreements and Terms

The Committee is authorized to grant Shares as a bonus, or to grant Shares or other awards in lieu of obligations to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of Participants subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Shares or other awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or awards granted hereunder shall be subject to such other terms as shall be determined by the Committee and set forth in the award agreement governing the Bonus Stock award. In the case of any grant of Shares to an officer of the Parent Company or any of its Subsidiary Companies in lieu of salary or other cash compensation, the number of Shares granted in place of such compensation shall be reasonable, as determined by the Committee.

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13. Other Share-Based Award Agreements and Terms

The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of this Plan, including without limitation convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and awards valued by reference to the value of securities of or the performance of specified Subsidiary Companies. The Committee shall determine the terms and conditions of such Other Share-Based Awards. Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 13 shall be purchased for such consideration and paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other awards, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other award under this Plan, may also be granted pursuant to this Section 13.

14. Performance Award Agreements and Terms

(a) Performance Conditions. The right of an employee to receive a grant, and the right of a Participant to exercise or receive a settlement of any award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee, making the award a “Performance Award” under this Plan. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any award subject to performance conditions, except as limited under Section 14(b) in the case of an award granted to a Covered Employee and intended to qualify as “performance-based compensation” under Section 162(m). Any dividends or dividend equivalent rights payable with respect to a Performance Award shall be paid only at the time that such Performance Award vests and is paid.

(b) Performance Awards Granted to Covered Employees. If the Committee determines that a Performance Award to be granted to an eligible employee who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Section 162(m), the grant, exercise or settlement of such Performance Award may be contingent upon achievement of pre-established Performance Goals and other terms set forth in this Section 14(b).

(i) Performance Goals Generally. The Performance Goals for such Performance Awards shall consist of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 14(b).

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Performance Goals shall be objective and shall otherwise meet the requirements of Section 162(m), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of Performance Goals being “substantially uncertain” at the time the Committee actually establishes the Performance Goal or Goals. The Committee may determine that such Performance Awards shall be granted, exercised or settled upon achievement of any one Performance Goal or that two or more of the Performance Goals must be achieved as a condition to grant, exercise or settlement of such Performance Awards. Performance Goals may differ for Performance Awards granted to any one Participant or to different Participants.

(ii) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, or for specified Subsidiary Companies or business or geographical units of the Company (except with respect to the total shareholder return and earnings per share criteria), shall be used by the Committee in establishing Performance Goals for such Performance Awards: (1) revenue, (2) net income, (3) stock price, (4) market share, (5) earnings per share, (6) other earnings measures, (7) return on equity, (8) return on assets, (9) costs, (10) shareholder value, (11) EBIT, (12) EBITDA, (13) EBITDAX, (14) funds from operations, (15) cash flow, (16) cash from operations, (17) net cash flow, (18) net cash flow before financing activities, (19) other cash flow measures, (20) total shareholder return, (21) return on capital, (22) return on invested capital, (23) operating income, (24) after-tax operating income, (25) reserves, (26) proceeds from dispositions, (27) production volumes, (28) reserve replacement measures, (29) finding and development costs, (30) finding and development costs related to the drilling or completion of wells, (31) total market value, (32) petroleum reserve measures, (33) safety and environmental performance measures, (34) net asset value and (35) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee, including, but not limited to, a group of comparable companies. Unless otherwise stated, a Performance Goal need not be based upon an increase or positive result under a particular business criterion and could, for example, be based on maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). When establishing or certifying a performance goal, the Committee may exclude the impact of any of the following occurrences: (a) amounts accrued pursuant to Company bonus or incentive plans, (b) Company contributions made to retirement plans, (c) asset write-downs, (d) litigation, claims or settlement costs, (e) the impact of any changes in applicable accounting rules or principles or in the Company’s method of accounting or any changes in applicable laws or regulations, (f) reorganization or restructuring costs, (g) any extraordinary or nonrecurring items or (h) any other unusual occurrence identified by the Committee as being appropriately excluded from normal or day-to-day business activities.

(iii) Individual Criteria. The grant, exercise or settlement of Performance Awards may also be contingent upon individual performance goals established by the Committee. If required for compliance with Section 162(m), such criteria shall be approved by the shareholders of the Parent Company.

(iv) Performance Period; Timing for Establishing Performance Goals. Achievement of Performance Goals in respect of Performance Awards shall be measured over a performance period of up to ten years, as specified by the Committee. Performance Goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m).

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(c) Written Determinations. All determinations by the Committee as to the establishment of Performance Goals, the amount of any Performance Award, the achievement of performance goals relating to and final settlement of Performance Awards under Section 14(b) shall be made in writing in the case of any award intended to qualify under Section 162(m). The Committee may not delegate any responsibility relating to such Performance Awards.

(d) Status of Performance Awards. It is the intent of the Company that Performance Awards under Section 14(b) granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Section 162(m) shall, if so designated by the Committee, constitute “performance-based compensation” within the meaning of Section 162(m). Accordingly, the terms of Sections 14(b), (c) and (d), including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Section 162(m). The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given individual will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of a Performance Award, who is likely to be a Covered Employee with respect to that fiscal year. If any provision of this Plan as in effect on the date of adoption of any agreements relating to Performance Awards that are designated as intended to comply with Section 162(m) does not comply or is inconsistent with the requirements of Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

15. Deferred Common Stock Unit Award Agreements and Terms

All Deferred Common Stock Unit Awards shall be evidenced by deferred common stock unit award agreements executed on behalf of the Parent Company and by the respective participants. The terms of each such agreement shall be determined from time to time by the Committee, consistent, however, with the following:

(a) Crediting of Deferred Common Stock Units. Each Deferred Common Stock Unit shall represent the right of a Participant to receive a Share at the times described in Section 15(d). The Committee shall establish a Deferred Common Stock Unit Account on behalf of each Participant who has received a Deferred Common Stock Unit Award to which all of the Participant’s Deferred Common Stock Units shall be credited. The establishment of a Deferred Common Stock Unit Account shall not require segregation of any funds of the Company or provide any Participant with any rights to any assets of the Company, except as a general creditor thereof. A Participant shall have no right to receive

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payment of any Deferred Common Stock units credited to his or her Deferred Common Stock Unit Account except as expressly provided herein. Periodically (as determined by the Committee), each Participant shall receive a statement indicating the amounts credited to and payable from the Participant ‘s Deferred Common Stock Unit Account.

(b) Vesting. Each Participant shall be 100% vested at all times in the Deferred Common Stock Units credited to such Participant’s Deferred Common Stock Unit Account.

(c) Restrictions on Transferability. Neither a Deferred Common Stock Unit Award nor any interest therein shall be transferable unless otherwise determined by the Committee.

(d) Distributions. The Shares represented by Deferred Common Stock Units credited to each Participant’s Deferred Common Stock Unit Account shall be distributed to such Participant on the date on which such Participant incurs a separation from service from the Company within the meaning of Section 409A of the Code. Each Deferred Common Stock Unit shall be payable in one Share. In no event shall a Participant, directly or indirectly, designate the calendar year in which distribution is made.

(e) On each date on which the Company pays any cash dividend or other distribution on account of Shares, the Company shall pay to each Participant that amount equal to (x) the amount of cash or other property paid in such distribution times (y) the number of Deferred Common Stock Units in such Participant’s Deferred Common Stock Unit Account.

16. Termination of Employment

For the purposes of the Plan, unless otherwise noted within an individual award agreement, a transfer of an employee between two employers, each of which is a member of the Company, shall not be deemed a termination of employment. If any award is subject to the Nonqualified Deferred Compensation Rules, the holder will not be deemed to have a termination of employment unless such a termination would also constitute a “separation from service” as such term is defined within the Nonqualified Deferred Compensation Rules.

17. Rights as Shareholders or Directors

(a) The holder of an Option or a Share-settled SAR shall have no rights as a shareholder of the Parent Company with respect to any Shares covered by the Option or the Share-settled SAR until the date on which the Participant is issued a stock certificate or evidence of ownership of uncertificated Shares for such Shares underlying the award.

(b) Except as shall have been determined by the Committee and specified in the restricted stock award agreement, pending forfeiture of Shares subject to a Restricted Stock Award, the Participant thereunder shall have all of the rights of a holder of such Shares, including without limitation to vote such Shares (in person or by proxy).

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(c) Neither the Participant nor any person entitled to receive payment of a Restricted Stock Unit Award or a Deferred Common Stock Unit Award in the event of the Participant’s death, shall have any rights as a shareholder of the Parent Company with respect to any Shares payable with respect to his or her Restricted Stock Unit Award or Deferred Common Stock Unit Award until the date on which the Participant is issued a stock certificate or evidence of ownership of uncertificated Shares upon payment of the Restricted Stock Unit Award or the Deferred Common Stock Unit Award.

18. Deferrals

The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to the Participant in connection with any grant made under the Plan. The Committee shall establish rules and procedures for any such deferrals, consistent with applicable requirements of the Nonqualified Deferred Compensation Rules.

19. Adjustments Upon Changes in Capitalization

In the event of any change in corporate capitalization such as a stock dividend or split, or a corporate transaction such as a merger, consolidation, separation, partial or complete liquidation or other change in the Company’s structure or Shares, the Committee shall make an appropriate adjustment in the aggregate number of Shares issuable under the Plan, the number of Shares subject to each then outstanding award, the option or exercise price of each then outstanding Option or SAR, the number of awards then outstanding, or any other changes that the Committee determines in its sole discretion to appropriately reflect the corporate change. In the event that the Committee takes action under this Section 19, the Committee shall promptly prepare a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Shares, other securities, cash or property purchasable subject to each award after giving effect to the adjustments. The Committee shall promptly provide each affected Participant with such notice.

20. Change of Control

(a) A Change of Control shall be deemed to have occurred upon the occurrence of any of the following events:

(i) any person, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Parent Company becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent Company representing more than 50% of the combined voting power of the Parent Company’s then outstanding securities;

(ii) during any period of two consecutive years (not including any period prior to the effective date of this Plan), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person

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who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) 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 Parent 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 of the Board;

(iii) the consummation of a merger, consolidation or other similar transaction of the Parent Company with any other corporation or other entity, other than a transaction that would result in the voting securities of the Parent Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the securities of the Parent Company (or such surviving entity or parent entity, as the case may be) outstanding immediately after such transaction;

(iv) the sale or disposition by the Company of all or substantially all of the assets of the Company; or

(v) the shareholders of the Company approve a plan of complete liquidation of the Company.

(b) Upon the occurrence of a Change of Control or such period prior thereto as shall be established by the Committee:

(i) all outstanding Restricted Stock, Restricted Stock Units, Performance Awards and other awards (other than Options or SARs) shall become vested, all restrictions thereon shall lapse and the Company shall promptly deliver to the holders thereof that amount of cash or that number of unrestricted Shares, as applicable, payable upon the occurrence of a Change of Control as provided in the award agreements related to such awards;

(ii) all outstanding Options and SARs shall become vested and exercisable in full and shall remain exercisable for the remaining terms thereof 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 determines otherwise, all Options or SARs 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; and

(iii) all Shares represented by Deferred Common Stock Units shall be distributed.

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(c) Notwithstanding anything contained in this Section 20, to the extent necessary to comply with the Nonqualified Deferred Compensation Rules, no Shares or cash payable with respect to an award that is subject to the Nonqualified Deferred Compensation Rules shall be distributed upon a Change of Control unless the transaction constituting a Change of Control is a “change in control event” for purposes of the Nonqualified Deferred Compensation Rules.

21. Plan Not to Affect Employment or Board Membership

Neither the Plan nor any award shall confer upon any employee of the Company any right to continue in the employment of the Company or confer upon any Non-employee Director any right to continue as a member of the Board or interfere in anyway with the right of the Parent Company or its shareholders to remove or not re-elect an individual from or to the Board.

22. Issuance of Certificates; Payments and Distributions Upon Death

(a) Nothing herein or in any award granted hereunder or any award agreement shall require the Parent Company to issue any Shares with respect to any award that if issued would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. At the time of any exercise of an Option or SAR, at the time of any grant of a Restricted Stock Award or at the time of settlement or distribution of any Restricted Stock Unit Award, Deferred Common Stock Unit Award or other award, the Parent Company may, as a condition precedent to the exercise of such Option or Stock Appreciation Right or settlement or distribution of any Restricted Stock Award, Restricted Stock Unit Award, Deferred Common Stock Unit Award or other award, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the Shares being acquired pursuant to the award and such written covenants and agreements, if any, as to the manner of disposal of such Shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, beneficiaries, heirs, legatees, or distributees) will not involve a violation of the Securities Act or any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. No Option or SAR shall be exercisable and no settlement of any other Share-settled award shall occur with respect to a Participant unless and until the holder thereof shall have paid cash or property to, or performed services for, the Parent Company or any of its Subsidiary Companies that the Committee believes is equal to or greater in value than the par value of the Shares subject to such award.

(b) Upon the death of a Participant, any payment of cash or distribution of Shares due under any award held by such Participant shall be made to the beneficiary designated by such Participant or, if no such designation has been made, or if the beneficiary predeceases the Participant, to the Participant’s estate, in either case within 90 days of the Participant’s death.

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23. Taxes

Unless otherwise specifically set forth above or in an individual award agreement, the Company shall be authorized to withhold from any award granted, or any payment related to an award under this Plan, including from a distribution of Shares, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee.

24. Repricing and Transfers for Consideration Prohibited.

(a) Except in connection with a transaction described in Section 19, the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price of the Original Options or SARs without shareholder approval.

(b) No award granted hereunder may be transferred for consideration by a Participant.

25. Interpretation

The Committee shall have the power to interpret the Plan and to make and amend rules for putting it into effect and administering it. It is intended that the Restricted Stock Awards shall constitute property subject to federal income tax pursuant to the provisions of Section 83 of the Code and that the Plan shall qualify for the exemption available under Rule 16b-3. To the extent applicable, grants under the Plan shall be structured either to be exempt from or to comply with the requirements of the Nonqualified Deferred Compensation Rules. The provisions of the Plan shall be interpreted and applied insofar as possible to carry out such intent.

26. Amendments

The Plan, any award and its related award agreement may be amended by the Board or the Committee, but any amendment that would require approval of the shareholders of the Parent Company shall require the approval of the holders of such portion of the shares of the capital stock of the Parent Company present and entitled to vote on such amendment as is required by applicable law, stock exchange rule and the terms of the Parent Company’s capital stock to make the amendment effective. Notwithstanding the foregoing, no amendment shall be made which would disqualify any member of the Committee from being a “Qualified Member” as defined herein. No

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outstanding award shall be adversely affected by any such amendment without the written consent of the Participant or other person then entitled to exercise an Option or SAR award or the Participant or other person then entitled to receive the Shares or cash subject to any other award under the Plan.

27. Securities Laws

The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary or appropriate to comply with the then-existing requirements of Rule 16b-3.

28. Unfunded Status of Awards

This Plan is intended to constitute an “unfunded” plan for all incentive awards.

29. Fractional Shares

No fractional Shares shall be issued or delivered pursuant to the Plan or any award. Unless otherwise specified in the Plan or in an award agreement, the Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

30. Severability

If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein. If any of the terms or provisions of the Plan or any award agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to eligible employees who are subject to Section 16(b) of the Exchange Act), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such award should not comply with Rule 16b-3).

31. Governing Law

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

32. Effective Date and Term of Plan

The Plan was adopted by the Board on December 2, 1998 and this Amendment and Restatement became effective on December 20, 2012, subject to the approval of the Parent Company’s shareholders at the first annual meeting of shareholders to occur following such effective date. The Plan shall expire on December 31, 2017 unless sooner terminated by the Board. All awards under the Plan shall be granted on or before December 31, 2017.

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EX-10.2

Exhibit 10.2

Form for Stock Payment

PENN VIRGINIA CORPORATION

2013 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of                  , 20     (the “Date of Grant”), is delivered by Penn Virginia Corporation (the “Company”) to                                          (the “Participant”).

RECITALS

The 2013 Amended and Restated Long-Term 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. 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. Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants the Participant          Restricted Stock Units.

2. Stock Unit Account. Restricted Stock Units represent hypothetical Shares and not actual Shares. 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 (i) the number of Restricted Stock Units granted to the Participant and (ii) either (A) the number of Shares payable to the Participant on account of Restricted Stock Units that have vested or (B) subject to Section 5(a)(ii) below, the amount of cash payable to the Participant on account of Restricted Stock Units that have vested. In the event that the Company declares a dividend with respect to its Shares, the Restricted Stock Units shall not be entitled to receive dividend equivalent rights nor receive any credit within the Stock Unit Account for such dividends paid upon the underlying Shares. No Shares shall be issued to the Participant at the time the grant is made, and the Participant shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to any 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 and Non-transferability.

(a) Except as provided in subsections 3(b) and (c) below, the Restricted Stock Units shall be subject to forfeiture until the Restricted Stock Units vest. Except as provided in subsections 3(b) and (c) below, the Restricted Stock Units shall vest according to the following schedule, if the Participant continues to be employed by the Company from the Date of Grant until the applicable vesting date:

Vesting Date	Vested Restricted Stock Units
[First anniversary of Date of Grant]	[1/3 of Restricted Stock Units]
[Second anniversary of Date of Grant]	[1/3 of Restricted Stock Units]
[Third anniversary of Date of Grant]	[1/3 of Restricted Stock Units]

The vesting of the Restricted Stock Units shall be cumulative, but shall not exceed 100% of the Restricted Stock Units. If the foregoing schedule would produce fractional Stock Units, the number of Restricted Stock Units that vests shall be rounded down to the nearest whole Stock Unit.

(b) Notwithstanding any provision to the contrary herein or in the Plan, in the event that (i) the Participant is at the Date of Grant or becomes Retirement Eligible or (ii) the Participant’s employment is terminated on account of the Participant’s death or Disability, the Restricted Stock Units shall become fully vested and nonforfeitable on the date on which the Participant becomes Retirement Eligible (or on the Date of Grant if the Participant is already Retirement Eligible) or the date of the Participant’s death or Disability.

(c) Notwithstanding any provision to the contrary herein or in the Plan, in the event of a Change of Control, the outstanding Restricted Stock Units shall become fully vested and nonforfeitable upon the date of the Change of Control.

4. Termination of Restricted Stock Units. If the Participant’s employment with the Company terminates for any reason other than as described in subsection 3(b) above before the Restricted Stock Units vest, any unvested Restricted Stock Units shall automatically terminate and shall be forfeited as of the date of the Participant’s termination of employment. No payment shall be made with respect to any unvested Restricted Stock Units that terminate as described in this Section 4.

5. Timing and Manner of Payment of Restricted Stock Units.

(a) When the Restricted Stock Units vest in accordance with Section 3 above, the Participant (or the Participant’s beneficiary or estate, in the event of the Participant’s death) shall receive (i) that number of Shares equal to the number of Restricted Stock Units that vested or (ii) at the Participant’s request and upon the approval of the Committee, a lump sum cash payment equal to the product of (x) the Value of a Share on the date on which the Restricted Stock Units vest times (y) the number of such vested Restricted Stock Units subject, in either case, to withholding as described below. Except as provided in subsections 5(c), (d), (e) and (f ) below, payment shall be made within thirty (30) days after the date on which such Restricted Stock Units vest.

(b) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Restricted Stock Units accelerate when the Participant is at the Date of Grant or becomes Retirement Eligible as described in subsection 3(b)(i) above, the Participant shall receive payment with respect to such Restricted Stock Units, except as provided in subsections 5(c), (d), (e) and (f) below, within thirty (30) days after the date the Restricted Stock Units would otherwise have vested under subsection 3(a) above. Any lump sum cash payment made with respect to such Restricted Stock Units pursuant to Section 5(a)(ii) above shall be equal to the product of (x) the Value of a Share on the otherwise applicable vesting date set forth in subsection 3(a) above times (y) the number of such vested Restricted Stock Units.

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(c) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Restricted Stock Units accelerate on account of the Participant’s death or Disability as described in subsection 3(b)(ii) above, the Participant or the Participant’s estate shall receive payment with respect to such Restricted Stock Units, except as provided in subsections 5(d), (e) and (f) below, within thirty (30) days after the date of the Participant’s death or Disability. Any lump sum cash payment made with respect to such Restricted Stock Units pursuant to Section 5(a)(ii) above shall be equal to the product of (i) the Value of a Share on the date of the Participant’s death or Disability times (ii) the number of such vested Restricted Stock Units.

(d) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Restricted Stock Units accelerate upon a Change of Control as described in subsection 3(c) above, the Participant shall receive payment with respect to such Restricted Stock Units, except as provided in subsection 5(f) below, within thirty (30) days after the Change of Control; provided, however, that Restricted Stock Units shall be paid within thirty (30) days after such Change of Control (except as provided in subsection 5(f) below) only if the transaction constituting a Change of Control under this Agreement is also a “change in control event” for purposes of the Nonqualified Deferred Compensation Rules (“409A Change in Control Event”). Any lump sum cash payment made with respect to such Restricted Stock Units pursuant to Section 5(a)(ii) above shall be equal to the product of (i) the Value of a Share on the date of the Change of Control, times (ii) the number of such vested Restricted Stock Units. 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 Restricted Stock Units, except as provided in subsection 5(f) below, within thirty (30) days after the earlier of (x) the date the Restricted Stock Units would otherwise have vested under subsection 3(a) or (y) the date of the Participant’s separation from service following the Change of Control. Any lump sum cash payment made with respect to such Restricted Stock Units pursuant to Section 5(a)(ii) above shall be equal to the product of (A) the Value of a Share on the date of the Change of Control, times (B) the number of such vested Restricted Stock Units.

(e) 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 the Nonqualified Deferred Compensation Rules) 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 the Nonqualified Deferred Compensation Rules 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 subsection 7(b) below 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 the Participant’s death.

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(f) Notwithstanding any provision to the contrary herein or in the Plan, if, at the time the Participant’s Restricted Stock Units vest as described in Section 3 above, the amount of (i) any Restricted Stock Units that is otherwise payable hereunder plus (ii) 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 any Restricted Stock Units to the extent (or all of the Restricted Stock Units if Other Compensation is already or is expected to be over the Limit) that it plus all Other Compensation is in excess of the Limit shall automatically be deferred until the date of the Participant’s “separation from service” under the Nonqualified Deferred Compensation Rules, subject to the six-month delay described in subsection 5(d) above.

6. Earnings. If vested Restricted Stock Units are not paid within 30 days after the date such Restricted Stock Units vest, the Company shall credit the cash value, if any, recorded in the Participant’s Stock Unit Account with earnings through the date the 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 Unit.

7. 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. The 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) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company, (d) compliance with the Nonqualified Deferred Compensation Rules and (e) 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.

8. 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.

9. 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.

10. No Shareholder Rights. Neither the Participant, nor any person entitled to receive payment in the event of the Participant’s death, shall have any of the rights and privileges of a shareholder with respect to Shares.

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11. 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 alienate, assign, pledge, hypothecate or otherwise dispose of the 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 Restricted Stock Units by notice to the Participant, and the 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.

12. 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.

13. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of 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.

14. Amendment. This Agreement may be amended by the Board or by the Committee at any time if the Board or the Committee, as applicable, determines that the amendment is necessary or advisable in light of any addition to or change in any federal, state, tax or securities law or other regulation which occurs after the Date of Grant of the award, or in any other circumstances, with the consent of the Participant.

15. Nonqualified Deferred Compensation Rules. This Agreement shall be interpreted to avoid any penalty sanctions under the Nonqualified Deferred Compensation Rules. If any payment cannot be provided or made at the time specified herein without incurring sanctions under the Nonqualified Deferred Compensation Rules, 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 the Nonqualified Deferred Compensation Rules. For purposes of the Nonqualified Deferred Compensation Rules, 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 the 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.

[Signature Page Follows]

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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:

Title:

I hereby accept the grant of Restricted Stock Units described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. 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 Restricted Stock Units shall be final and binding.

Participant

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EX-10.3

Exhibit 10.3

PENN VIRGINIA CORPORATION

2013 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD

This PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT, dated as of                  , [2013] (the “Date of Grant”), is delivered by Penn Virginia Corporation (the “Company”) to                                          (the “Participant”).

RECITALS

The 2013 Amended and Restated Long-Term 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 that are also Performance Awards (as defined in the Plan) 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 Performance Based Restricted Stock Units.

(a) Subject to the terms and conditions set forth in this Agreement and the Plan, the Committee 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 Performance Goals (as defined in Schedule A hereto). The number of the Target Restricted Stock Units which are ultimately 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), but in no event later than thirty (30) days following the end of the Performance Period, 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, adjust the Performance Goals to reflect

any change in corporate capitalization as described in Section 18 of the Plan (which is titled “Adjustments Upon Changes in Capitalization”). The Committee may also adjust the Performance Goals in accordance with the adjustments specifically provided for in Section 14 of the Plan (which is titled “Performance Award Agreement and Terms”). In no event shall the Committee make discretionary modifications that are not provided for within this Agreement or in the Plan.

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. In the event that the Company declares a dividend with respect to its Shares, the Target Restricted Stock Units shall not be entitled to receive dividend equivalent rights nor receive any credit within the Stock Unit Account for such dividends paid upon the underlying Shares. 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 the 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

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Unit Account and paid within the five (5) day period following the date of the Participant’s “separation from service” under the Nonqualified Deferred Compensation Rules, subject to the six-month delay described in subsection 12(b) below.

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 the Nonqualified Deferred Compensation Rules 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.

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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. No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

13. Amendment. This Agreement may be amended by the Board or by the Committee at any time if the Board or the Committee, as applicable, determines that the amendment is necessary or advisable in light of any addition to or change in any federal, state, tax or securities law or other regulation which occurs after the Date of Grant of the award, or in any other circumstances, with the consent of the Participant.

14. Nonqualified Deferred Compensation Rules.

(a) This Agreement shall be interpreted to avoid any penalty sanctions under the Nonqualified Deferred Compensation Rules. If any payment cannot be provided or made at the time specified herein without incurring sanctions under the Nonqualified Deferred Compensation Rules, 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 the Nonqualified Deferred Compensation Rules. For purposes of the Nonqualified Deferred Compensation Rules, 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 the Nonqualified Deferred Compensation Rules) 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 the Nonqualified Deferred Compensation Rules 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

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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 the Participant’s death.

[Signature Page Follows]

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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:

Title:

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

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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, if any, 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, the “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             , [2013] and end on             , [2014], the “Second Performance Period” shall commence on             , [2013] and end on             , [2015] and the “Third Performance Period” shall commence on             , [2013] and end on             , [2016].

(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(a) 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, in accordance with Section 1(b) of this Agreement, 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 made such certification (the “Payment Date”), subject to applicable tax withholding and Section 8 of the Agreement.

A-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 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 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 the Nonqualified Deferred Compensation Rules (“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 would otherwise have been paid under Section 1 or 2 above or (ii) the date of the Participant’s separation from service following the Change of Control.

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SCHEDULE B

Company	Initial Value
Penn Virginia Corporation	$	3.98
Peer Companies	Initial Value
Approach Resources, Inc.	$	23.72
Carrizo Oil & Gas, Inc.	$	24.83
Comstock Resources Inc.	$	15.89
Forest Oil Corporation	$	4.54
Goodrich Petroleum Corporation	$	14.21
Magnum Hunter Resources Corporation	$	3.26
PDC Energy, Inc.	$	43.96
PetroQuest Energy, Inc.	$	4.25
Rex Energy Corporation	$	16.01
Rosetta Resources Inc.	$	44.68
Stone Energy Corporation	$	19.32
Swift Energy Company	$	13.57

Payment Percentage of Target Restricted Stock Units

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

EX-10.4

Exhibit 10.4

PENN VIRGINIA CORPORATION

2013 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

SUMMARY OF NON-QUALIFIED STOCK OPTION GRANT

You, the Optionee named below, have been granted the following option (the “Option”) to purchase shares (the “Option Shares”) of the common stock, $0.01 par value per share, of Penn Virginia Corporation, a Virginia corporation (the “Parent Company”), on the terms and conditions set forth below and in accordance with the Stock Option Award Agreement (the “Agreement”) to which this Summary of Non-Qualified Stock Option Grant is attached and the Penn Virginia Corporation 2013 Amended and Restated Long-Term Incentive Plan (the “Plan”).

Optionee Name:
Number of Option Shares Granted:
Date of Grant:
Exercise Price Per Share:	$
Vesting Schedule:	Subject to earlier vesting or forfeiture pursuant to the Plan or the Agreement, the Option shall vest over a period of time, and the Option Shares shall become purchasable in installments, in accordance with the following schedule: (i) one-third of the Option Shares (if a fractional number, then the next lower whole number) shall become purchasable, in whole at any time or in part from time to time, during the period commencing on                      and ending on the last day of the Exercise Period; (ii) an additional one-third of the Option Shares (if a fractional number, then the next lower whole number) shall become purchasable, in whole or in part from time to time, during the period commencing on                      and ending on the last day of the Exercise Period; and (iii) the remaining Option Shares shall become purchasable, in whole at any time or in part from time to time during the period commencing on                      and ending on the last day of the Exercise Period.

You, by your signature as Optionee below, acknowledge that you (i) have reviewed the Agreement and the Plan in their entirety and have had the opportunity to obtain the advice of counsel prior to executing this Summary of Stock Option Grant, (ii) understand that the Option is granted under and governed by the terms and provisions of the Agreement and the Plan and (iii) agree to accept as binding all of the determinations and interpretations made by the Committee with respect to matters arising under or relating to the Option, the Agreement and the Plan.

OPTIONEE	PENN VIRGINIA CORPORATION
	By:
(Signature of Optionee)
	Name:
	Title:

PENN VIRGINIA CORPORATION

2013 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

1. Grant of Option. As of the Date of Grant (identified in the attached Summary of Non-Qualified Stock Option Grant) (the “Summary”), Penn Virginia Corporation, a Virginia corporation (the “Parent Company”), hereby grants a non-qualified stock option (the “Option”) to the Optionee (identified in the Summary), an employee of the Company, to purchase that number of Shares identified in the Summary (the “Option Shares”), subject to the terms and conditions of this agreement (the “Agreement”) and the Parent Company’s 2013 Amended and Restated Long-Term Incentive Plan as effective on the Date of Grant (the “Plan”), which is hereby incorporated herein in its entirety by reference. The Option Shares, when issued to the Optionee upon the exercise of the Option, shall be fully paid and nonassessable.

2. Definitions. All capitalized terms used, but not defined herein or in the Summary, shall have the meanings set forth in the Plan.

3. Option Term. The Option shall commence on the Date of Grant (identified in the Summary) and terminate on the day immediately preceding the tenth (10^th) anniversary of the Date of Grant. The period during which the Option is in effect and may be exercised is referred to herein as the “Exercise Period.”

4. Exercise Price. The Exercise Price per Share is identified in the Summary.

5. Vesting. The total number of Option Shares shall vest in accordance with the Vesting Schedule identified in the Summary. The Option Shares may be purchased at any time after they become vested, in whole or in part, during the Exercise Period; provided, however, that the Option may be exercisable to acquire only whole Shares.

6. Method of Exercise. The Option shall be exercised by giving written notice of exercise to the Parent Company at its office in Radnor, Pennsylvania in care of its Secretary. The notice shall state that the Option exercised is a non-qualified stock option and the number of Shares as to which the Option is exercised, shall be hand delivered, telecopied or mailed, first class postage prepaid, and shall be irrevocable once given. The notice shall include a statement of preference as to the manner in which payment to the Company shall be made (Shares or cash, a combination of Shares and cash or by Cashless Exercise).

7. Method of Payment. The Exercise Price due upon exercise of the Option shall be payable to the Parent Company in full either (i) in cash or its equivalent or (ii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Value at the time of exercise equal to the total Exercise Price. In addition, the Optionee may exercise and pay for Shares purchased upon the exercise of the Option through the use of a brokerage firm to make payment to the Parent Company of the

Exercise Price and any taxes required by law to be withheld upon exercise of the Option either from the proceeds of a loan to the Optionee from the brokerage firm or from the proceeds of the sale of Shares issued pursuant to the exercise of the Option, and upon receipt of such payment the Parent Company shall deliver the Shares issuable under the Option exercised to such brokerage firm (a “Cashless Exercise”). Notwithstanding anything stated to the contrary herein or in the Plan, the date of exercise of a Cashless Exercise shall be the date on which the broker executes the sale of exercised Shares or, if no sale is made, the date on which the broker receives the exercise loan notice from the Optionee to pay the Company for the exercised Shares.

8. Issuance of Certificate for Shares; Evidence of Uncertificated Shares. Subject to Section 13 hereof, a certificate for the Shares, or evidence of the ownership of uncertificated Shares, issuable upon exercise of the Option, shall be delivered to the Optionee or to the person or trust to whom the rights of the Optionee shall have been transferred in accordance with Section 14 hereof as promptly after the Date of Exercise as is feasible, provided that the exercise shall not be complete, and the Parent Company shall not be obligated to deliver any certificates for Shares or evidence of the ownership of uncertificated Shares, until the Optionee has made payment in full of the Exercise Price for such Shares pursuant to Section 7 hereof.

9. Termination of Employment; Retirement Eligibility. Voluntary or involuntary termination of employment and the death or Disability of the Optionee shall affect the Exercise Period and the Optionee’s rights under the Option as follows:

a. Termination for Cause. If the Optionee’s employment with the Company is terminated for Cause, the vested and non-vested portions of the Option shall expire immediately upon employment termination and shall not be exercisable to any extent thereafter.

b. Other Involuntary Termination or Voluntary Termination. If the Optionee’s employment with the Company is terminated for any reason other than for Cause, Retirement, death or Disability, then (i) the non-vested portion of the Option shall expire immediately upon employment termination and (ii) the vested portion of the Option shall expire on the earlier to occur of (A) 90 days after the date of employment termination or (B) the expiration of the Option Period.

c. Death or Disability. If the Optionee’s employment with the Company is terminated by death or Disability, then the vesting of the Option shall be accelerated and the Option shall be 100% vested and exercisable on the date of employment termination and shall expire on the earlier to occur of (A) the first anniversary of the date of employment termination or (B) the expiration of the Option Period.

d. Retirement Eligibility. In the event that the Optionee becomes Retirement Eligible, then the vesting of the Option shall be accelerated and the Option shall be 100% vested and exercisable on the date of attainment of Retirement Eligibility and shall expire upon expiration of the Option Period.

e. Change of Control. In the event of a Change of Control of the Parent Company, the vesting of the Option shall be accelerated and the Option shall be 100% vested as of the date immediately preceding a Change of Control and the Option shall otherwise be affected as provided in the Plan.

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10. Independent Legal and Tax Advice. The Optionee acknowledges that the Parent Company has advised the Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

11. Adjustment of Shares. In the event of a stock dividend, spin-off of assets or other extraordinary dividend, stock split, combination of shares, recapitalization, merger, consolidation, reorganization, liquidation, issuance of rights or warrants or similar transactions or events involving the Parent Company, appropriate adjustments shall be made to the terms and provisions of the Option as provided in the Plan.

12. Rights Prior to Issuance of Certificates. Neither the Optionee nor any trust or family member to whom the rights of the Option were transferred in accordance with Section 14 hereof shall have any of the rights of a shareholder with respect to any Shares until the date of the issuance to him or her of a certificate for such Shares or, if such Shares are uncertificated, evidence of the ownership of such Shares, as provided in Section 8 hereof.

13. Securities Laws. At the time of any exercise of the Option, the Parent Company may, as a condition precedent to the exercise of the Option, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the Shares being acquired pursuant to the Option and such written covenants and agreements, if any, as to the manner of disposal of such Shares as the Parent Company deems necessary to ensure that any disposition of such Shares will not involve a violation of the Securities Act or any other applicable federal or state law or regulation or any rule of any applicable securities exchange or association.

14. Nontransferability of Option. The Option may not be transferred by the Optionee prior to the termination of the Vesting Period. Thereafter, the Option may not be transferred otherwise than (a) by will or the laws of descent and distribution or (b) to the spouse, children or grandchildren of the Optionee or a trust for the exclusive benefit of any such family member; provided, however, that no such trust or family member shall be permitted to make any subsequent transfer of the Option except back to the Optionee and the Option transferred to any such trust or family member shall remain subject to all terms and conditions of this Agreement and the Plan. The Option may not be exercised other than by the Optionee or , in case of his or her death, by the person to whom the rights of the Optionee shall have passed by will or the laws of descent and distribution or, in the case of a transfer described in subsection (b) above, by the trust or family member described therein.

15. No Guarantee of Employment. The Option shall not confer upon the Optionee any right to continued employment with the Parent Company.

16. Withholding of Taxes. The Optionee shall pay to the Parent Company, upon the Parent Company’s request, all amounts necessary to satisfy the Parent Company’s federal, state

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and local tax withholding obligations, if any, with respect to the grant or exercise of the Option. Such payment shall be made in cash or, at the election of the person recognizing income upon exercise of the Option and subject to the approval of the Committee, by surrendering, or by the Parent Company’s withholding from Shares purchased, Shares with an aggregate Value on the date on which the withholding taxes due are determined equal to all or any portion of the withholding taxes not paid in cash. Payment for such taxes may also be made pursuant to a Cashless Exercise.

17. General.

a. Amendment and Termination. No amendment, modification or termination of the Option or this Agreement shall be made at any time without the written consent of the Optionee and the Parent Company.

b. No Guarantee of Tax Consequences. The Company and the Committee make no commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under the Option. The Optionee has been advised to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

c. Severability. In the event that any provision of the Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had not been included herein.

d. Governing Law. The Option shall be construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Virginia law.

e. Counterparts. The Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

[COMPANY SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parent Company has caused the Agreement to be executed on its behalf by its duly authorized officer.

PENN VIRGINIA CORPORATION

By:

Name:

Title:

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