CONFORMED COPY
Employment
Agreement
This Employment
Agreement (the “Agreement”) is made and entered into
this 22nd day of March, 2009 by and between Petroleum Development
Corporation, a Nevada Corporation (the “Company”), and
Scott Meyers (the “Employee”).
WHEREAS, the
Company wishes to employ the Employee as Chief Accounting Officer
and to perform the duties and services incident to such position
for the Company, and the Employee wishes to be so employed by the
Company, all upon the terms and conditions set forth in this
Agreement;
NOW THEREFORE,
in consideration of the premises and mutual covenants and
obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged and accepted, the parties hereto, intending to be
legally bound, agree as follows:
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a.
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Initial
Term. The
effective date of this Agreement shall be March 22, 2009 (the
“Effective Date”), and the initial term shall be for
the period beginning on the Effective Date and ending December 31,
2009.
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b.
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Automatic
Extensions. The Term of this Agreement shall be
extended for an additional 12 months beginning on December 31, 2009
and on each successive December 31 unless either party provides the
other with at least 30 days prior written notice, or unless the
contract has been terminated by the parties in accordance with the
provisions of Section 6 of this Agreement. The period of
time from the Effective Date until the Termination Date, as defined
in Section 6b., shall be the “Term.”
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Position and
Responsibilities
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a.
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Position. The Employee shall initially serve
as the Chief Accounting Officer of the Company and shall initially
report to a designated member of the Executive Leadership Team and
be under the general direction and control of a designated member
of the Executive Leadership Team.
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b.
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Responsibilities. The Employee shall have obligations,
duties, authority and power to do such acts as are customarily done
by a person holding the same or an equivalent position in
corporations of similar size to the Company. The Employee shall
perform such managerial duties and responsibilities for the Company
as may be reasonably be assigned to him.
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c.
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Dedication
of Professional Services. The Employee shall devote
substantially all of his business time, best efforts and attention
to promote and advance the business of the Company and its
Affiliates to perform diligently and faithfully all the duties,
responsibilities and obligations of his position with the Company.
Employee shall not be employed in any other business activity,
other than with the Company and its Affiliates, during the Term,
whether or not such activity is pursued for gain, profit or other
pecuniary advantage without approval of the Chief Financial
Officer. Provided, however, that this restriction shall not be
construed as preventing Employee from investing his personal assets
in a business which does not compete with the Company or its
Affiliates, where the form or manner of such investment will not
require services of any significance on the part of Employee in the
operation of the affairs of the business in which such investment
is made and in which his participation is solely that of a passive
investor.
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the Company and
its Affiliates, during the Term, whether or not such activity is
pursued for gain, profit or other pecuniary advantage without
approval of the Chief Financial Officer. Provided, however, that
this restriction shall not be construed as preventing Employee from
investing his personal assets in a business which does not compete
with the Company or its Affiliates, where the form or manner of
such investment will not require services of any significance on
the part of Employee in the operation of the affairs of the
business in which such investment is made and in which his
participation is solely that of a passive investor
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d.
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Adherence to
Standards. Employee shall comply with the
written policies, standards, rules and regulations of the Company
from time to time established for all executive officers of the
Company consistent with Employee's position and level of
authority.
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e.
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Minimum
Stock Ownership. Employee shall, by the fifth
anniversary of the Effective Date and until his Termination Date,
maintain a minimum stock ownership equal to one times the
Employee's Base Salary, as defined in Section 3a.
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f.
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Place of
Employment. The place of employment shall be the
Company’s offices in Bridgeport, West Virginia, unless
Employee and the Company mutually agree to an alternative
location. Employee acknowledges that there may be
substantial business travel associated with Employee’s
position.
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a.
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Base
Salary. The
Company shall pay the Employee an annual (defined as a 12 month
period) base salary of $202,000 (the “Base Salary”)
commencing on the Effective Date. The Base Salary shall
be payable in accordance with the ordinary payroll practices of the
Company. The Base Salary shall be reviewed annually by
the Executive Leadership Team, and may be changed by the Executive
Leadership Team in its sole discretion, taking into account the
base salaries, aggregate annual cash compensation, and other
compensation of individuals holding similar positions at other
comparable companies and the performance of the Employee and the
Company.
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b.
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Performance
Bonus. In
addition to his Base Salary, the Employee shall be eligible to earn
an annual performance bonus (the “Bonus”) during the
Term, first payable in 2010 for 2009 performance (with the 2009
Bonus prorated to reflect the actual 2009 service term), based on
the achievement of individual performance plan
objectives. The Bonus shall be paid in cash no later
than March 15 of the following year.
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c.
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Initial
Restricted Stock Award. Employee will receive a one-time
award of restricted stock equal in value to
$202,000. For this purpose, the value of the restricted
stock will be based on the average closing price of the
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stock of the
Company for the month of March, 2009. The restricted
stock will vest at the rate of 25% for each complete year worked by
Employee under this Agreement, beginning from the Effective
Date.
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d.
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Other
Compensation. The Employee shall continue to be
eligible to participate in all other cash or stock compensation
plans or programs maintained by the Company, as in effect from time
to time, in which other senior executives of the Company are
allowed to participate.
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Participation in Company Benefit
Plan. During
the Term, the Company shall provide the Employee with coverage
under all employee pension and welfare benefit programs, plans and
practices commensurate with his positions in the Company and to the
extent permitted under the respective employee benefit
plan. Standard employee deductibles, co-pays, and
premiums apply.
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Vacation. The Employee will be entitled to
twenty days of paid vacation in each calendar year, to be taken at
such times as is reasonably determined by the Employee to be
consistent with the Employee’s responsibilities under this
Agreement.
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Expense
Reimbursement. The
Employee is authorized to incur reasonable expenses in carrying out
his duties and responsibilities under this Agreement, including,
without limitation, expenses related to travel, meals,
entertaining, and similar items related to such duties and
responsibilities. The Company will reimburse the
Employee for all such expenses on presentation by Employee from
time to time of appropriately itemized and approved (consistent
with the Company’s policy) accounts of such
expenditures. All expense reimbursements for a calendar
year shall be paid in the normal course, but no later than March 15
of the following calendar year.
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Automobile. During the Term, the Employee shall be entitled
to an automobile stipend equal to that received from time to time
by Company vice presidents; that stipend currently being equal to
$1,100 per month as of the Effective Date.
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Moving
Expense Reimbursement. The Company shall reimburse the Employee for the
costs associated with the sale of his Pennsylvania residence and
the moving of his family and household furniture and furnishings to
West Virginia, in accordance with the Company’s Employee
Relocation Policy.
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a.
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Confidential
Information . Employee hereby acknowledges that in
connection with Employee’s employment by the Company,
Employee will be exposed to and may obtain certain Confidential
Information (as defined below)
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(including,
without limitation, procedures, memoranda, notes, records and
customer and supplier lists whether such information has been or is
made, developed or compiled by Employee or otherwise has been or is
made available to him) regarding the business and operations of the
Company and its subsidiaries or affiliates. Employee
further acknowledges that such Confidential Information is unique,
valuable, considered trade secrets and deemed proprietary by the
Company. For purposes of the Agreement,
“Confidential Information” includes, without
limitation, any information heretofore or hereafter acquired,
developed or used by any of the Company or their direct or indirect
subsidiaries relating to Business Opportunities or Intellectual
Property or other geological, geophysical, economic, financial or
management aspects of the business, operations, properties or
prospects of the Company or their direct or indirect subsidiaries,
whether oral or in written form (including
electronic). Employee agrees that all Confidential
Information is and will remain the property of the Company or their
direct or indirect subsidiaries, as the case may
be. Employee further agrees, except for disclosures
occurring in the good faith performance of Employee’s duties
for the Company or their direct or indirect subsidiaries, during
the Term and for a period of three (3) years after the Termination
Date, to hold in the strictest confidence all Confidential
Information, and not to, directly or indirectly, duplicate, sell,
use, lease, commercialize, disclose or otherwise divulge to any
person or entity any portion of the Confidential Information or use
any Confidential Information, directly or indirectly, for
Employee’s own benefit or profit or allow any person, entity
or third party, other than the Company or their direct or indirect
subsidiaries and authorized executives of the same, to use or
otherwise gain access to any Confidential
Information. Employee will have no obligation under this
Agreement with respect to any information that becomes generally
available to the public other than as a result of a disclosure by
Employee or Employee’s agent or other representative or
becomes available to Employee on a non-confidential basis from a
source other than the Company or their direct or indirect
subsidiaries. Further, Employee will have no obligation
under this Agreement to keep confidential any of the Confidential
Information to the extent that a disclosure of it is required by
law or is consented to by the Company; provided, however, that if
and when such a disclosure is required by law, Employee promptly
will provide the Company with notice of such requirement, so that
the Company may seek an appropriate protective order.
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b.
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Return of
Property . Employee agrees to deliver promptly
to the Company, upon termination of Employee’s employment
hereunder, or at any other time when the Company so requests, all
documents and property relating to the business of the Company or
their direct or indirect subsidiaries, including without
limitation: all geological and geophysical reports and related data
such as maps, charts, logs, seismographs, seismic records and other
reports and related data, calculations, summaries, memoranda and
opinions relating to the foregoing, production records, electric
logs, core data, pressure data, lease files, well files and
records, land files, abstracts, title opinions, title or curative
matters, contract files, notes, records, drawings, manuals,
correspondence, financial and accounting information, customer
lists, statistical data and compilations, patents,
copyrights,
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trademarks,
trade names, inventions, formulae, methods, processes, agreements,
contracts, manuals, electronic data, or any
documents, whether written or digital and whether
prepared or compiled by Employee or furnished to Employee during
the Term, relating to the business of the Company or their direct
or indirect subsidiaries and all copies thereof and therefrom;
provided, however, that Employee will be permitted to retain copies
of any documents or materials of a personal nature or otherwise
related to Employee’s rights under this Agreement. The
aforementioned materials include materials on Employee’s
personal computers, which materials shall be destroyed in a manner
satisfactory to the Company.
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c.
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No
Soliciation . The Employee shall not, directly or
indirectly, either during the Term or for a period of one (1) year
thereafter (i) solicit, directly or indirectly, the services of any
person who was a full-time employee of the Company, its
subsidiaries, divisions, or affiliates, or otherwise induce such
employee to terminate or reduce employment, or (ii) solicit the
business of any person who was a client or customer of the Company,
its subsidiaries, divisions, or affiliates, in each case at any
time during the last year of the Term. For purposes of this
Agreement, the term “person” shall include natural
persons, corporations, business trusts, associations, sole
proprietorships, unincorporated organizations, partnerships, joint
ventures, limited liability companies or partnerships, and
governments, or any agencies, instrumentalities, or political
subdivisions thereof.
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d.
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Non-Compete . Beginning with the second
anniversary of the Effective Date, the Employee shall not directly,
either during the Term or for a period of one (1) year thereafter,
engage in any Competitive Business in West Virginia, Pennsylvania,
Colorado, Utah, Wyoming, North Dakota, Michigan, Texas, Kansas, and
Tennessee; provided, however, that the ownership of less than five
percent (5%) of the outstanding capital stock of a corporation
whose shares are traded on a national securities exchange or on the
over-the-counter market shall not be deemed engaging any
Competitive Business. "Competitive Business" shall mean
the oil and natural gas industry, including oil and gas leasing,
drilling, and other operations, syndication and marketing of
partnership or other investments related to oil and natural gas
operations, or any other business activities that are the same as
or similar to the Company’s business operations as its
business exists on the Effective Date or on the Termination
Date.
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e.
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Remedies . Employee acknowledges and agrees that the
Company’s remedy at law for a breach or a threatened breach
of the provisions herein would be inadequate, and in recognition of
this fact, in the event of a breach or threatened breach by
Employee of any of the provisions of this Agreement, it is agreed
that the Company shall be entitled to equitable relief in the form
of specific performance, a temporary restraining order, a temporary
or permanent injunction or any other equitable remedy which may
then be available, without posting bond or other
security. Employee acknowledges that the granting of a
temporary injunction, a temporary restraining order or other
permanent injunction
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