Petroleum Development
Corporation
2005 Non-Employee Director Restricted Stock Plan
Amended and Restated as of March 8, 2008
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1.1
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The Plan; Effective Date;
Duration. Petroleum Development Corporation,
a Nevada corporation (the “Corporation”), amends and
restates the Petroleum Development Corporation 2005 Non-Employee
Director Restricted Stock Plan (the “Plan”), originally
effective as of June 10, 2005 (“Effective Date”).
Subject to the approval by the Corporation’s stockholders,
the Plan, as amended and restated, will become effective as of
March 8, 2008 (the “Restatement Effective Date”).
The Plan will continue in effect until all awards have been granted
covering all available shares of Stock (as hereinafter defined) or
until the termination of the Plan. For purposes of the Plan, a
“non-employee director” means any director of the
Corporation (as hereinafter defined) who is not an employee of the
Corporation or any of its affiliates or subsidiaries.
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1.2
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Purpose . The purpose of the Plan is to
provide each non-employee member (“Director”) of the
Board of Directors (the “Board”) of the Corporation
with awards of shares of common stock, par value $.01 per share or
other successor security (“Stock”) of the Corporation,
subject to the restrictions and other provisions of the Plan
(“Restricted Stock”). It is intended that the Plan will
(a) permit Directors to increase their stock ownership and
proprietary interest in the Corporation and enhance their
identification with the interests of the Corporation’s
stockholders (“Stockholders”), (b) provide a means
of compensating Directors that will help attract qualified
candidates to serve as Directors, and (c) induce incumbent
Directors to continue to serve if the Board desires that they
remain on the Board.
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1.3
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Shares of Stock Available Under the
Plan.
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a.
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Subject to any adjustments made
pursuant to Section 1.3(c), the aggregate number of shares of
Stock that may be issued under the Plan shall be 100,000. No
fractional shares of Stock will be issued under the
Plan.
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b.
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Shares of Stock awarded under the
Plan may be (i) authorized but unissued shares of Stock,
(ii) previously issued shares of Stock reacquired by the
Corporation, including shares purchased in the open market, or
(iii) a combination thereof.
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c.
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As
determined by the Compensation Committee of the Board or such other
committee of directors (the “Committee”) as may be
designated by the Board, in their best judgment, appropriate and
equitable adjustment may be made in the number of shares of Stock
available under the Plan and covered by Plan awards in the event of
any recapitalization, reorganization, merger, consolidation,
spin-off, combination, repurchase, exchange of shares or other
securities of the Corporation, stock split, reverse stock split,
stock dividend, extraordinary dividend, liquidation, dissolution,
or other similar corporate transaction or event affecting the
Corporation.
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Section 2.
Restricted Stock Awards
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a.
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As
of the date of each annual meeting of Stockholders (“Annual
Meeting”), commencing with the 2005 Annual Meeting, each
Director will be awarded such number of shares of Restricted Stock
as determined by the Board, after consideration of the
recommendation of the Committee. Directors may, but need not, be
awarded the same number of shares of Restricted Stock.
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b.
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A
Director who is elected to the Board on a date other than the date
of an Annual Meeting will be awarded such number of shares of
Restricted Stock as of such date of election as determined by the
Board, after consideration of the recommendation of the
Committee.
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c.
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The
Board shall cause the amount of the award for the plan year
commencing upon the next Annual Meeting to be disclosed in the
Corporation’s proxy statement for that Annual
Meeting.
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2.2
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Issuance of Stock
. Subject to
Section 2.7(c), as promptly as practical after the date as of
which an award is made, the Corporation shall issue a certificate
(“Certificate”), registered in the name of the Director
receiving an award, representing the number of shares of Restricted
Stock covered by the Director’s award.
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2.3
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Rights of Holders of Restricted
Stock . Upon
issuance of a Certificate, the Director in whose name the
Certificate is registered will, subject to the provisions of the
Plan including Section 2.7(b), have all of the rights of a
Stockholder with respect to the shares of Restricted Stock
represented by the Certificate, including the right to vote the
shares and receive cash dividends and other cash distributions
thereon.
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2.4
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Restricted Period
. Restricted Stock will
be subject to the restrictions set forth in Sections 2.5 and
2.7 of the Plan and the other provisions of the Plan for a period
(the “Restricted Period”) commencing on the date as of
which the Restricted Stock is awarded (the “Award
Date”) and ending on the earliest of the first to occur of
the following:
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a.
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the
retirement of the Director from the Board in compliance with the
Board’s retirement policy as then in effect;
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b.
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the
termination of the Director’s service on the Board as a
result of the Director’s not being nominated for reelection
by the Board;
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c.
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the
termination of the Director’s service on the Board because of
the Director’s resignation or failure to stand for reelection
with the consent of the Corporation’s Board (which means
approval by at least 80% of the directors voting, with the affected
Director abstaining);
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d.
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the
termination of the Director’s service on the Board because
the Director, although nominated for reelection by the Board, is
not reelected by the Stockholders;
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e.
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the
termination of the Director’s service on the Board because of
(i) the Director’s resignation at the request of the
Nominating and Governance Committee of the Board (or successor
committee), (ii) the Director’s removal by action of the
Stockholders or by the Board, or (iii) a Change in Control of
the Corporation. A “Change in Control” of the
Corporation is deemed to have
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2
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occurred as of the first day that
any one or more of the following conditions shall have been
satisfied:
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(i)
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Change in Ownership
: A change in ownership
of the Corporation occurs on the date that any one person, or more
than one person acting as a group, acquires ownership of stock of
the Corporation that, together with stock held by such person or
group, constitutes more than 50% of the total fair market value or
total voting power of the stock of the Corporation, excluding the
acquisition of additional stock by a person or more than one person
acting as a group who is considered to own more than 50% of the
total fair market value or total voting power of the stock of the
Corporation.
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(ii)
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Change in Effective
Control : A
change in effective control of the Corporation occurs on the date
that either:
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(A)
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Any
one person, or more than one person acting as a group, acquires (or
has acquired during the l2-month period ending on the date of the
most recent acquisition by such person or persons) ownership of
stock of the Corporation possessing 30% or more of the total voting
power of the stock of the Corporation; or
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(B)
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A
majority of the members of the Board is replaced during any
l2-month period by
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