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Exhibit
10.6
PENN VIRGINIA
CORPORATION
FOURTH AMENDED AND
RESTATED
1999 EMPLOYEE STOCK
INCENTIVE PLAN
NON-QUALIFIED OPTION
AGREEMENT
This is a Non-Qualified
Option Agreement (“Agreement”) between Penn Virginia
Corporation (“Parent Company”) and _____
(“Optionee”).
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(a) |
“Cause” means conduct on the part of the Optionee
that involves (i) willful failure to perform the
Optionee’s duties, (ii) engaging in serious misconduct
injurious to the Company or (iii) “cause” as such
term is defined in the Optionee’s employment agreement, if
any, with the Company. |
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(b) |
“Code” means the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder. |
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(c) |
“Committee” means the Committee described in
Section 5 of the Plan. |
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(d) |
“Company” means the Parent Company and each of its
Subsidiary Companies. |
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(e) |
“Date of Exercise” means the date on which the
notice required by Section 6 below is hand delivered,
telecopied or mailed, first class postage prepaid. |
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(f) |
“Date of Grant” means _____, the date on which the
Committee awarded the Option pursuant to the Plan and this
Agreement. |
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(g) |
“Option” means the non-qualified stock option
granted hereunder. |
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(h) |
“Option Price” means $_____ per Share, the Value of
the Shares on the Date of Grant. |
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(i) |
“Plan” means the Penn Virginia Corporation Fourth
Amended and Restated 1999 Employee Stock Incentive Plan, the terms
of which are incorporated herein by reference. |
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(j) |
“Retirement” means the voluntary termination by the
Optionee of his employment with the Company after the Optionee has
(i) reached the age of 62 and (ii) provided at lease ten
consecutive Years of Service. |
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(k) |
“Securities Laws” means the Securities Act of 1933,
as amended, or any state securities laws. |
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(l) |
“Shares” means _____ shares of common stock, par
value $0.01 per share, of the Parent Company subject to the Option
granted hereunder. |
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(m) |
“Subsidiary Companies” means all corporations
which, on the Date of Grant, are subsidiary corporations of the
Parent Company within the meaning of section 424(f) of the
Code. |
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(n) |
“Termination Date” means the day ten years after
the Date of Grant except as follows: |
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(i) |
if the Optionee ceases to be an employee of the Company for any
reason other than death, disability (as determined by the
Committee), Retirement or termination for Cause, Termination Date
means the 90th day after the date on which the Optionee’s
employment ceased; |
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(ii) |
if the Optionee ceases to be an employee of the Company by
reason of his death or disability, Termination Date means the day
one year after the date of death or disability; |
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(iii) |
if the Optionee ceases to be an employee of the Company by
reason of his Retirement, Termination Date means the day ten years
after the Date of Grant; and |
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(iv) |
if the Optionee’s employment terminates for Cause, the
Termination Date means the earlier of the date of employment
termination or notice of such termination. |
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(o) |
“Value” on a date means the closing 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 open) or, if there is
no closing price on such date, the closing stock price on the date
nearest preceding such date or such other generally recognized
price quotation source as the Committee shall select. |
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(p) |
“Vesting Period” means the following: (i) the
period commencing on the Date of Grant and ending on _____ with
respect to one-third of the Shares; (ii) the period commencing
on the Date of Grant and ending on _____ with respect to an
additional one-third of the Shares; and (iii) the period
commencing on the Date of Grant and ending on _____ with respect to
the remaining one-third of the Shares. |
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(q) |
“Year of Service” means any calendar year in which
the Optionee is paid or entitled to be paid for 1,000 hours of
service. |
The Committee hereby grants
to Optionee the option to purchase any or all of the Shares, on
such terms and conditions as are set forth herein and in the
Plan.
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Full payment for Shares
purchased upon the exercise of the Option shall be made in cash, or
at the election of the Optionee and subject to the approval of the
Committee, by surrendering or by the Parent Company’s
withholding from Shares purchased, shares of the Parent Company
common stock, par value $0.01 per share, with an aggregate Value,
determined in the manner described in Section 1(o) above,
equal to all or any portion of the aggregate Option Price not paid
in cash. In addition, 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 Company of the Option Price
and any taxes req
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