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Exhibit
10.33
PENN VIRGINIA
CORPORATION
FOURTH AMENDED AND
RESTATED
1999 EMPLOYEE STOCK
INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT is made as of
(the “Effective Date”) between Penn Virginia
Corporation, a Virginia corporation (the “Company”),
and
(“Employee”).
1. Award of
Shares . As of the Effective Date, the Company hereby
grants to Employee
shares of the common stock of the Company (“Shares”)
pursuant to the Penn Virginia Corporation Fourth Amended and
Restated 1999 Employee Stock Incentive Plan (the
“Plan”). Employee agrees that this award of Shares
shall be subject to all of the terms and conditions set forth
herein and in the Plan, including any future amendments thereto,
which Plan is incorporated herein by reference as a part of this
Agreement. In the event of any conflict between the terms of this
Agreement and the Plan, the terms of the Plan shall govern. All
terms capitalized but not defined herein will have the meanings
assigned to them in the Plan.
2. Forfeiture
Restrictions . The Shares granted to Employee pursuant to
this Agreement may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or disposed of to
the extent then subject to the Forfeiture Restrictions (as
hereinafter defined), and in the event of Employee’s
termination from the Company for any reason (other than as
described below), Employee shall automatically upon such
termination, for no consideration, forfeit to the Company all
Shares to the extent then subject to the Forfeiture Restrictions.
The prohibition against transfer and the obligation to forfeit and
surrender Shares to the Company upon termination from the Company
are herein referred to as “Forfeiture Restrictions,”
and the Shares which are then subject to the Forfeiture
Restrictions are herein sometimes referred to as “Restricted
Shares.” The Forfeiture Restrictions shall be binding upon
and enforceable against any transferee of the Shares. The
Forfeiture Restrictions shall lapse as to Restricted Shares issued
to Employee pursuant to this Agreement as follows: (a) as to
one-third (1/3) of the Restricted Shares granted to Employee
hereunder, on the first anniversary of the Effective Date;
(b) as to an additional one-third (1/3) of the Restricted
Shares granted to Employee hereunder, on the second anniversary of
the Effective Date; and (c) as to the remaining one-third
(1/3) of the Restricted Shares granted to Employee hereunder,
on the third anniversary of the Effective Date. Notwithstanding the
foregoing, the Forfeiture Restrictions shall lapse as to all of the
Restricted Shares upon Employee’s termination from the
Company by reason of Employee’s death, disability or
Employee’s Retirement.
3. Certificates
. A certificate evidencing the Restricted Shares shall be issued in
Employee’s name, pursuant to which Employee shall have voting
rights and shall be entitled to receive all distributions on such
Shares free and clear of any Forfeiture Restrictions. The
certificate shall bear the following legend:
The Shares evidenced by
this certificate have been issued pursuant to an agreement, made as
of
, a copy of which is attached hereto and incorporated herein,
between the Company and the registered holder of the Shares, and
are subject to forfeiture to the Company under certain
circumstances described in such agreement. The sale, assignment,
pledge or other transfer of the Shares evidenced by this
certificate is prohibited under the terms and conditions of such
agreement, and such Shares may not be sold, assigned, pledged or
otherwise transferred except as provided in such
agreement.
The Company shall retain the
certificate for such Restricted Shares until the forfeiture occurs
or the Forfeiture Restrictions lapse pursuant to the terms of this
Agreement. Upon request of the Company, Employee shall deliver to
the Company a stock power, endorsed in
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