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CONFORMED COPY
Amendment to Separation Agreement
This Amendment to Separation Agreement (the
“Amendment”) is made and entered into this 29th day of
June, 2009 by and between Petroleum Development Corporation, a
Nevada Corporation (the “Company”) and Eric R. Stearns
(“Stearns”) (collectively, the
“Parties”).
WHEREAS, the Parties executed a Separation
Agreement on May 19, 2009;
WHEREAS, the Separation
Agreement provides that Exhibit B thereto is to be
amended to identify the fourteen thousand five hundred (14,500)
Shares of Restricted Stock of the Company listed on such Exhibit
which vest pursuant to the Separation Agreement;
WHEREAS, the Parties desire to amend Exhibit B
by this Amendment which also serves to clarify that (i) eight
thousand forty-five (8,045) unexercised Options were forfeited (ii)
sixteen thousand three hundred seventy-five (16,375) Shares of
Restricted Stock were forfeited and (iii) twenty one thousand two
hundred sixty three (21,263) Performance Shares were
forfeited;
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