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Exhibit
10.30
PENN VIRGINIA
CORPORATION
FIFTH AMENDED AND RESTATED
1995 DIRECTORS’ COMPENSATION PLAN
DEFERRED COMMON STOCK UNIT
GRANT
This DEFERRED COMMON STOCK
UNIT GRANT, dated as of
(the “Date of Grant”), is delivered by Penn Virginia
Corporation (the “Company”) to
(the “Grantee”).
RECITALS
The Fifth Amended and
Restated 1995 Directors’ Compensation Plan, as amended and
restated effective January 1, 2008 (the “Plan”)
provides for the grant of Deferred Common 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 grant Deferred Common Stock Units to the Grantee as an
inducement for the Grantee to promote the best interests of the
Company and its shareholders. All terms capitalized but not defined
herein will have the meanings assigned to them in the Plan. A copy
of the Plan is attached as Exhibit A hereto.
NOW, THEREFORE, the parties
to this Agreement, intending to be legally bound hereby, agree as
follows:
1. Grant of Deferred Common Stock
Units . Subject to the terms and conditions set forth in this
Agreement and the Plan, the Company hereby grants the Grantee
Deferred Common Stock Units. The Company will establish an Account
in the Grantee’s name that will be credited with the number
of Deferred Common Stock Units granted hereunder.
2. Share Distributions
.
On each date on which the
Company makes a Share Distribution, the Company will pay to the
Grantee that amount equal to (a) the amount of cash or other
property paid in such Share Distribution multiplied by (b) the
number of Deferred Common Stock Units granted hereunder.
3. Vesting and
Non-transferability .
(a) The Grantee shall be
fully vested at all times in the Deferred Common Stock Units
granted hereunder.
(b) The Deferred Common Stock
Units shall not be transferable unless otherwise determined by the
Board.
4. Distribution of Deferred Common
Stock Units . Deferred Common Stock Units credited to the
Grantee’s Account will be distributed to the Grantee on the
date on which the Grantee
ceases for any reason to be a member of
the Board; provided that, upon the death of the Grantee,
distribution shall be made to the beneficiary designated by such
Grantee within 90 days of the Grantee’s death. If the Grantee
fails to designate a beneficiary or the Grantee’s beneficiary
predeceases the Grantee, distribution shall be made to the
Grantee’s estate within 90 days of the Grantee’s death.
Each Deferred Common Stock Unit shall be payable in one share of
Common Stock of the Company.
5. Change of Control . The
provisions of the Plan applicable to a Change of Control shall
apply to the Deferred Common Stock Units, and upon the consummation
of a Change of Control, the Shares represented by Deferred
Commo
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