PENN VIRGINIA CORP 8-K (Events or Changes Between Quarterly Reports) 2009-02-23

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 17, 2009
(Date of Earliest Event Reported)
PENN VIRGINIA CORPORATION

(Exact Nam e of Re gistran t as S pe cifie d in its C h arte r)
Virginia 1-13283 23-1184320

(State or O the r Ju risdiction (C om m ission File Nu m be r) (IRS Em ploye r
of In corporation ) Ide n tification No.)
Three Radnor Corporate Center, Suite 300

100 Matsonford Road, Radnor, Pennsylvania 19087
(Addre ss of Principal Exe cu tive O ffice s) (Zip C ode )
Registrant’s telephone number, including area code: (610) 687-8900
Not Applicable
(Form e r n am e or form e r addre ss, if ch an ge d since last re port)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
® Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
® Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
® Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
® Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.

On February 18, 2009, the Board of Directors (the “Board”) of Penn Virginia Corporation (the “Company”) approved certain changes to
the Company’s director compensation policy. The changes had been recommended to the Board by its Compensation and Benefits Committee
(the “C&B Committee”) after the C&B Committee had engaged Hewitt Associates LLC, its independent compensation consultant, to complete
a review of director compensation. The changes, which are effective as of January 1, 2009, are as follows:
• The Chairman of the C&B Committee receives an annual cash retainer of $10,000, and each C&B Committee member receives an
annual cash retainer of $5,000.
• The Chairman of the Nominating and Governance Committee receives an annual cash retainer of $5,000, and each Nominating and
Governance Committee member receives an annual cash retainer of $2,500.
All of the other terms of the Company’s director compensation policy remained unchanged.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Equity Compensation Plan
On February 17, 2009, the C&B Committee approved the amendment and restatement of the Company’s Fifth Amended and Restated
1999 Employee Stock Incentive Plan (the “Plan”). The Plan was amended to (i) increase the number of shares of common stock of the Company
issuable thereunder from 5,200,000 to 8,000,000, (ii) provide for the ability of the C&B Committee to grant restricted stock units and (iii) increase
the aggregate number of shares of restricted stock and restricted stock units issuable thereunder from 200,000 to 500,000. The amendments
described in clauses (i) and (iii) above were made subject to shareholder approval, but the amendment described in clause (ii) above was not
made subject to shareholder approval. Consequently, if shareholder approval of the amendment and restatement of the Plan is not obtained,
the amendments described in clauses (i) and (iii) will not be effective, but the amendment described in clause (ii) above will be effective. The
Company intends to submit the amendments described in clauses (i) and (iii) to its shareholders for approval at the Company’s 2009 Annual
Meeting of Shareholders to be held on May 6, 2009. In connection with the approval of the ability to grant restricted stock units, the C&B
Committee approved a form of grant agreement for restricted stock unit awards made under the Plan.
As provided in the Plan and the award agreement, each restricted stock unit entitles the grantee to receive one share of the Company’s
common stock upon vesting, which occurs over a three-year period, with one-third of each award vesting on the first, second and third
anniversaries of the grant date unless (i) the restricted stock unitholder’s employment terminates for any reason other than death or disability,
in which event any unvested restricted stock units are forfeited unless otherwise determined by the C&B Committee and specified in the award
agreement, or (ii) the restricted stock unitholder dies, becomes disabled or becomes retirement eligible, which is defined as reaching age 62 and
completing 10 years of consecutive service with the Company or its affiliate, or there occurs a change in control of the Company, in which
events all restrictions terminate. Payments of the restricted stock unit awards will be made in shares (or, at the request of the restricted stock
unitholder and upon the approval of C&B Committee, an amount of cash equal to the fair market value of the Company’s common stock) at the
time of vesting, unless vesting occurs early on account of becoming retirement eligible, in which event payments will be made when such
restricted stock units would have originally vested, even if that is after retirement. The restricted stock unitholder is also entitled to dividend
equivalents.
Copies of the amended and restated Plan and the form of restricted stock unit award agreement, each as approved by the C&B
Committee, are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Promotion
On February 18, 2009, the Board of Directors of the Company promoted H. Baird Whitehead, previously Executive Vice President of the
Company, to the position of Executive Vice President and Chief Operating Officer of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 18, 2009, the Board of Directors of the Company approved amendments to Article 5 of the Company’s Amended and
Restated Bylaws (the “Bylaws Amendment”) to clarify provisions regarding indemnification and advancement of expenses to directors and
officers of the Company. The Bylaws Amendment clarifies that both the indemnification and advancement of expenses provisions apply to
current and former directors and officers of the Company and that both such rights are vested upon a person’s election to the Board of
Directors of the Company or as an officer of the Company.
A copy of the Company’s Amended and Restated Bylaws, as amended by the Bylaws Amendment, is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
3.1 Amended and Restated Bylaws of Penn Virginia Corporation.

10.1 Penn Virginia Corporation Sixth Amended and Restated 1999 Employee Stock Incentive Plan.
10.2 Form of Agreement for Restricted Stock Unit Awards under the Penn Virginia Corporation Sixth Amended and Restated 1999
Employee Stock Incentive Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: February 23, 2009
Penn Virginia Corporation
By: /s/ Nancy M. Snyder

Name: Nancy M. Snyder
Title: Executive Vice President, Chief
Administrative Officer, General Counsel and
Corporate Secretary
Exhibit Index
Exh ibit No. De scription

3.1 Amended and Restated Bylaws of Penn Virginia Corporation.
10.1 Penn Virginia Corporation Sixth Amended and Restated 1999 Employee Stock Incentive Plan.
10.2 Form of Agreement for Restricted Stock Unit Awards under the Penn Virginia Corporation Sixth Amended and Restated 1999
Employee Stock Incentive Plan.
Exhibit 3.1

AMENDED AND RESTATED BYLAWS
February 18, 2009
ARTICLE 1 SHAREHOLDERS
Section 1. Meetings.
A. Annual Meeting.
(a) Time, Place and Purposes. Subject to the board of directors’ ability to postpone a meeting under Virginia law, the annual
meeting and all other meetings of shareholders shall be held on such date and at such time and place as may be fixed by the board of directors
and stated in the notice of the meeting. The annual meeting shall be held for the purpose of electing directors and for the transaction of only
such other business as is properly brought before the meeting in accordance with these bylaws.
(b) Shareholder Proposals. No proposal by a shareholder may be voted upon at an annual meeting of shareholders unless the
proposing shareholder shall have delivered or mailed in a timely manner (as set forth herein) and in writing to the secretary of the Company
(A) notice of such proposal, (B) the text of the proposed alteration, amendment or repeal, if such proposal relates to a proposed change to the
Company’s articles of incorporation or bylaws, (C) evidence reasonably satisfactory to the secretary of the Company of such shareholder’s
status as such and of the number of shares of each class of capital stock of the Company of which such shareholder is the beneficial owner,
(D) a list of the names and addresses of other beneficial owners of shares of the capital stock of the Company, if any, with whom such
shareholder is acting in concert, and the number of shares of each class of capital stock of the Company beneficially owned by each such
beneficial owner and (E) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory
to the board of directors of the Company, to the effect that the articles of incorporation or bylaws resulting from the adoption of such proposal
would not be in conflict with the laws of the Commonwealth of Virginia if such proposal relates to a proposed change to the Company’s
articles of incorporation or bylaws. To be timely in connection with an annual meeting of shareholders, a shareholder’s notice and other
aforesaid items shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 nor more than
180 days prior to the corresponding date on which the immediately preceding year’s annual meeting of shareholders was held. Within 30 days
after such shareholder shall have submitted the aforesaid items to the secretary of the Company, the secretary shall determine whether the
items to be ruled upon by the secretary are reasonably satisfactory and shall notify such shareholder in writing of such determination. If such
shareholder fails to submit a required item in the form or within the time indicated, or if the secretary determines that the items to be ruled upon
by the secretary are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the
Company at such annual meeting of shareholders. The presiding person at each annual meeting of shareholders shall, if the facts warrant,
determine and declare at the meeting that a proposal was not made in accordance with the procedures prescribed by these
bylaws and, if he should so determine and so declare, the proposal shall be disregarded. The requirements of this Subsection (b) shall be in
addition to any other requirements imposed by these bylaws, by the Company’s articles of incorporation or by law and in no event shall the
periods specified herein be in derogation of other time periods required by law.
(c) Nomination of Directors. Nominations for the election of directors may be made by the board of directors or by any shareholder
(a “Nominator”) entitled to vote in the election of directors. Such nominations, other than those made by the board of directors, shall be made
in writing pursuant to timely notice delivered to or mailed and received by the secretary of the Company as set forth in this Subsection (c). To
be timely in connection with an annual meeting of shareholders, a Nominator’s notice, setting forth the name and address of the person to be
nominated, shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 days nor more than
180 days prior to the corresponding date on which the immediately preceding year’s annual meeting of shareholders was held. At such time,
the Nominator shall also submit written evidence, reasonably satisfactory to the secretary of the Company, that the Nominator is a shareholder
of the Company and shall identify in writing (i) the name and address of the Nominator, (ii) the number of shares of each class of capital stock
of the Company of which the Nominator is the beneficial owner, (iii) the name and address of each of the persons, if any, with whom the
Nominator is acting in concert and (iv) the number of shares of capital stock of which each such person with whom the Nominator is acting in
concert is the beneficial owner pursuant to which the nomination or nominations are to be made. At such time, the Nominator shall also submit
in writing (i) the information with respect to each such proposed nominee that would be required to be provided in a proxy statement prepared
in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended, and (ii) a notarized affidavit executed by each such
proposed nominee to the effect that, if elected as a member of the board of directors, he will serve and that he is eligible for election as a
member of the board of directors. Within 30 days after the Nominator has submitted the aforesaid items to the secretary of the Company, the
secretary of the Company shall determine whether the evidence of the Nominator’s status as a shareholder submitted by the Nominator is
reasonably satisfactory and shall notify the Nominator in writing of such determination. If the secretary of the Company finds that such
evidence is not reasonably satisfactory, or if the Nominator fails to submit the requisite information in the form or within the time indicated,
such nomination shall be ineffective for the election at the meeting at which such person is proposed to be nominated. The presiding person at
each meeting of shareholders shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance
with the procedures prescribed by these bylaws and, if he should so determine and so declare, the nomination shall be disregarded. The
requirements of this Subsection (c) shall be in addition to any other requirements imposed by these bylaws, by the Company’s articles of
incorporation or by law and in no event shall the periods specified herein be in derogation of other time periods required by law.
B. Special Meetings. Special meetings of the shareholders may be called at
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any time by the chief executive officer, or a majority of the board of directors. At a special meeting no business shall be transacted and no
corporate action shall be taken other than as stated in the notice of the meeting.
C. Adjournments. A Public Announcement of an adjournment of an annual or special meeting shall not commence a new time period for
the giving of shareholder notices provided herein. For purposes of these bylaws, “Public Announcement” includes without limitation (i) a
press release reported by the Dow Jones News, Associated Press or a comparable national news service, or (ii) a document filed with the
Securities and Exchange Commission.
D. Organization. The chairman of the board of directors, or, in the absence of the chairman of the board of directors, such other officer or
board member as the board of directors may designate, shall preside at each meeting of shareholders and may adjourn the meeting from time to
time. The secretary or an assistant secretary shall act as secretary of the meeting and keep a record of the proceedings thereof. The board of
directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations of the board of directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures, and to do all such acts as, in the judgment of such chairman,
are necessary, appropriate or convenient for the proper conduct of the meeting including, without limitation, establishing an agenda or order
of business for the meeting, establishing rules and procedures for maintaining order at the meeting and the safety of those present, limiting the
participation in such meeting to shareholders of record of the Company and their duly authorized and constituted proxies, and such other
persons as the chairman shall permit, restricting entry to the meeting after the time fixed for the commencement thereof, limiting the time
allotted to questions or comments by participants, and regulating the opening and closing of the polls for balloting on matters which are to be
voted on by ballot. Unless, and to the extent, determined by the board of directors or the chairman of the meeting, meetings of shareholders
shall not be required to be held in accordance with the rules of parliamentary procedure.
Section 2. Notice.
Written notice of the time and place of all meetings of shareholders and of the purpose of each special meeting of shareholders shall be given
to each shareholder entitled to vote thereat at least ten days before the date of the meeting, unless a greater period of notice is required by law
in a particular case.
Section 3. Voting.
A. Voting Rights. Except as otherwise provided herein, or in the articles of incorporation, or by law, every shareholder shall have the
right at every shareholders’ meeting to one vote for every share standing in his name on the books of the Company which is entitled to vote at
such meeting. Every shareholder may vote either in person
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or by proxy.
B. Election of Directors. At each annual meeting, the shareholders shall elect nine directors who shall constitute the entire board.
Section 4. Quorum.
The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at a
meeting shall constitute a quorum. If a quorum is not present, no business shall be transacted except to adjourn to a future time.
ARTICLE 2 DIRECTORS
Section 1. Term of Office.
Each director elected at an annual meeting of the shareholders shall hold office until the next annual meeting, unless properly removed or
disqualified, and until such further time as his successor is elected and has qualified.
Section 2. Powers.
The business of the Company shall be managed by the board of directors, which shall have all powers conferred by law and these bylaws. The
board of directors shall elect, remove or suspend officers, determine their duties and compensations, and require security in such amounts as it
may deem proper.
A. Regular Meetings. Regular meetings shall be held at such times as the board shall designate by resolution. Notice of regular meetings
need not be given.
B. Special Meetings. Special meetings of the board may be called at any time by the chief executive officer and shall be called by him
upon the written request of a majority of the number of directors then in office. Written notice of the time, place and the general nature of the
business to be transacted at each special meeting shall be given to each director at least 24 hours before such meeting. Meetings may be held
at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting.
C. Place. Meetings of the board of directors shall be held at such place as the board may designate or as may be designated in the notice
calling the meeting.
Section 4. Quorum.
A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business
at any meeting and, except as provided in Article 8, the acts of a majority of the directors present at any meeting at
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which a quorum is present shall be the acts of the board of directors.
Section 5. Vacancies.
Vacancies in the board of directors shall be filled by vote of a majority of the remaining members of the board though less than a quorum. Such
election shall be for the balance of the unexpired term or until a successor is duly elected by the shareholders and has qualified.
ARTICLE 3 BOARD COMMITTEES

Section 1. Executive Committee.
The board of directors, by resolution of a majority of the number of directors fixed in accordance with these bylaws, may designate three or
more directors to constitute an executive committee, which, to the extent provided in such resolution, shall have and may exercise all the
authority of the board of directors, except that the executive committee shall not have power to (i) approve or recommend to shareholders
action that the Virginia Stock Corporation Act requires to be approved by shareholders; (ii) fill vacancies on the board or on any of its
committees; (iii) amend the articles of incorporation pursuant to Section 13.1-706 of the Virginia Stock Corporation Act; (iv) adopt, amend, or
repeal the bylaws; (v) approve a plan of merger not requiring shareholder approval; (vi) authorize or approve a distribution, except according
to a general formula or method prescribed by the board of directors; or (vii) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, other than within limits
specifically prescribed by the board of directors. If an executive committee is so designated it will elect one of its members to be its chairman.
Section 2. Audit Committee.

The board of directors, by resolution adopted by a majority of the number of directors fixed in accordance with these bylaws, shall elect an
audit committee which shall consist of not less than three directors; provided, however, that a majority (and not less than three) of the
directors constituting the audit committee shall not be officers or employees of the Company or any of its subsidiaries. In addition, the
composition of the audit committee shall comply with the requirements of any listing agreement of any securities exchange or association to
which the Company is a party. At the time of election of the audit committee, the board of directors shall designate (or, in the absence of such
designation by the board, the members of the audit committee shall designate) one of the members of the committee to be its chairman to serve
until a successor is designated and serving. The duties and responsibilities of the audit committee shall be set forth in an audit committee
charter, which shall be adopted by the board of directors and which may be amended by the board from time to time.
Section 3. Compensation and Benefits Committee.

The board of directors by resolution of a majority of the number of directors fixed in
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accordance with these bylaws may designate three or more outside directors to constitute a compensation and benefits committee, which shall
have such power and authority as may be provided in such resolution.
Section 4. Other Committees.

The board of directors by resolution of a majority of the number of directors fixed in accordance with these bylaws may create or disband other
committees, as deemed to be proper.
Regular and special meetings of any committee established pursuant to this Article may be called and held subject to the same requirements
with respect to time, place and notice as are specified in these bylaws for regular and special meetings of the board of directors.
Section 6. Quorum and Manner of Acting.

A majority of the members of any committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of
business at such meeting. The action of a majority of those members present at a committee meeting at which a quorum is present shall
constitute the act of the committee.
ARTICLE 4 OFFICERS
Section 1. Election.
At its first meeting after each annual meeting of the shareholders, the board of directors shall elect a president, treasurer and secretary, and
such other officers as it deems advisable. Any two or more offices may be held by the same person.
Section 2. Chairman and President.

A. Chairman. The chairman shall preside at all meetings of the board and of the shareholders. If so designated by the board of directors,
the chairman shall be the chief executive officer.
B. President. The president shall be either the chief executive officer or the chief operating officer of the Company, as designated by the
board of directors. The president shall have such duties as the board of directors and the chairman of the Company shall prescribe.
Section 3. Other Officers.

The duties of the other officers shall be those usually related to their offices, except as otherwise prescribed by resolution of the board of
directors.
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Section 4. General.
In the absence of the chairman and president, the person who has served longest as vice president or any other officer designated by the
board shall exercise the powers and perform the duties of the chief executive officer or chief operating officer or both. The chief executive
officer or any officer or employee authorized by him may appoint, remove or suspend agents or employees of the Company and may determine
their duties and compensation.
ARTICLE 5 INDEMNIFICATION
Section 1. Right to Indemnification.
Subject to Section 3, the Company shall indemnify any person who was or is a party or threatened to be a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal, and
whether or not by or in the right of the Company, by reason of the fact that he is or was a director or officer of the Company, or, while a
director or officer of the Company, is or was serving at the request of the Company as a director, officer, manager, partner, trustee,
administrator, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or
other entity, for expenses (including attorney’s fees), judgments, fines, penalties, including any excise tax assessed with respect to an
employee benefit plan, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the fullest extent and manner permitted by the Virginia Stock Corporation Act as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification
rights than permitted prior to such amendment).
Section 2. Advance of Expenses.

Subject to Section 3, expenses incurred by any person who is or was a director or officer of the Company in defending any threatened,
pending or completed action, suit or proceeding described in Section 1 shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of a written undertaking by or on behalf of such person to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Company.
Section 3. Procedure for Determining Permissibility.

The procedure for determining the permissibility of indemnification and the advancement of expenses pursuant to this Article 5 shall be that
set forth in Section 13.1-701.B and Section 13.1-699.C, respectively, of the Virginia Stock Corporation Act, provided that, if there has been a
change in control of the Company between the time of the action or failure to act giving rise to the claim for indemnification or the
advancement of expenses and such claim, then, at the option of the person
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seeking indemnification or the advancement of expenses, the permissibility of indemnification or the advancement of expenses shall be
determined by special legal counsel selected jointly by the Company and the person seeking indemnification. The reasonable expenses of any
person in prosecuting a successful claim for indemnification or the advancement of expenses, and the fees and expenses of any special legal
counsel engaged to determine the permissibility of indemnification or the advancement of expenses, shall be borne by the Company. The
Company shall promptly take all such action and make all such determinations as shall be necessary or appropriate to comply with its
obligations to provide indemnification or advance expenses pursuant to this Article 5.
Section 4. Contractual Obligation; Inuring of Benefit.

The obligations of the Company to indemnify or advance expenses to a person under this Article 5 shall be considered contractual obligations
of the Company to such person, subject only to the determination of permissibility as set forth in the preceding Section, which obligations
shall be deemed vested as of the date that such person became a director or officer of the Company. While any provision of this Article 5 may
be amended, modified or repealed, no such amendment, modification or repeal shall affect, to the detriment of such person, the obligations of
the Company to indemnify or advance expenses to such person in connection with a claim based on any act or failure to act occurring before
such amendment, modification or repeal, regardless of when such claim may arise or be asserted. The obligations of the Company to indemnify
or advance expenses to a person under this Article 5 shall inure to the benefit of the heirs, executors and administrators of such person.
Section 5. Insurance and Other Indemnification.

The board of directors of the Company shall have the power but shall not be obliged to (a) purchase and maintain, at the Company’s expense,
insurance on behalf of the Company and its directors, officers, employees and agents against liabilities asserted against any of them, including
the Company’s obligations to indemnify and advance expenses, to the extent that power to do so is not prohibited by applicable law, and
(b) give other indemnification to the extent not prohibited by applicable law.
ARTICLE 6 CAPITAL STOCK

Section 1. Share Certificates and Uncertificated Shares.
The board of directors may provide that some or all of the shares of capital stock of the Company may be certificated or uncertificated.
Certificates representing shares of the Company shall be in such form as shall be prescribed by the board of directors and executed in any
manner permitted by law and stating thereon the information required by law; provided, that, in the case of uncertificated shares, a notice shall
be sent to the registered owner thereof as required by Section 13.1-648 of the Virginia Stock Corporation Act, if applicable. Transfer agents
and/or registrars for one or more classes of shares of the Company may be appointed by the board of directors and may
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be required to countersign certificates representing shares of such class or classes. In case any officer whose signature or facsimile has been
placed upon a certificate shall have ceased to be officer of the Company before such certificate has been delivered, the board of directors may
nevertheless adopt such certificate and it may then be issued and delivered with the same effect as if he were such officer at the date of issue.
If shares are uncertificated, a shareholder shall receive a physical certificate of stock only upon written request.
Section 2. Transfers.
The shares of the Company shall be transferable or assignable only on the books of the Company by the holder in person or by attorney upon
surrender of the certificate for such shares duly endorsed or, if such shares are uncertificated, upon delivery of duly executed instructions with
respect to such uncertificated shares and evidence of the ownership of such shares and, if sought to be transferred by attorney, accompanied
by a written power of attorney to have the same transferred on the books of the Company. The Company will recognize, however, the
exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner. Any restrictions
which are deemed to be imposed on the transfer of the Company’s securities by the Shareholder Rights Agreement dated as of February 11,
1998, between the Company and American Stock Transfer & Trust Company, as it may be amended from time to time, or by any successor or
replacement rights plan or agreement, are hereby authorized.
Section 3. Regulations.
The board of directors may make such additional rules and regulations, not inconsistent with these bylaws, as it may deem expedient
concerning the issue, transfer and registration of shares of stock of the Company, whether evidenced by certificates or uncertificated.
Section 4. Fixing Record Date.

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of
directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 70
days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the board of directors declaring such
dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any
adjournment thereof unless the board of directors fixes
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a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
ARTICLE 7 CONTROL SHARE ACQUISITIONS STATUTE

The provisions of Article 14.1 of the Virginia Stock Corporation Act, entitled Control Share Acquisitions, shall not apply to the Company.
ARTICLE 8 AMENDMENTS
These bylaws may be changed at any regular or special meeting of the board of directors by the vote of a majority of the number of directors
fixed by these bylaws.
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Exhibit 10.1

SIXTH AMENDED AND RESTATED 1999 EMPLOYEE STOCK INCENTIVE PLAN
1. Purpose of the Plan

The purpose of the Plan is to foster and promote the long-term success of the Company and increase shareholder value by:
(a) motivating superior performance by providing to the Company’s employees long-term incentives and rewards for making major
contributions to the Company’s success; (b) strengthening the Company’s ability to retain key employees and to attract and retain outside
talent by providing incentive compensation opportunities competitive with other companies similar to the Company; and (c) enabling
employees to participate in the long-term growth and financial success of the Company.
2. Definitions
(a) “Beneficiary” means the beneficiary chosen by the Optionee who is eligible to receive benefits under Section 8(b).
(b) “Board” means the board of directors of the Parent Company.
(c) “Cashless Exercise” means the manner of exercise of an Option described in Section 8(h).
(d) “Cause” means (i) with respect to an Optionee or Participant who has an employment or change of control severance agreement with
the Company, “cause” as defined in such agreement or (ii) with respect to an Optionee or Participant who does not have an employment or
change of control agreement with the Company, conduct on the part of an Optionee or Participant that involves (A) willful failure to perform
the Participant’s or Optionee’s duties or (B) engaging in serious misconduct injurious to the Company.
(e) “Change of Control” means the occurrence of any of the events described in Section 15.
(f) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
(g) “Committee” means the committee described in Section 5.
(h) “Company” means Penn Virginia Corporation and each of its Subsidiary Companies and any successor corporation.
(i) “Date of Grant” means the date on which an Option or a Restricted Stock Award or a Restricted Stock Unit Award is granted.
(j) “Deferred Shares Account” means the account described in Section 8(d).
(k) “Disability” means, unless otherwise determined by the Committee and set forth in an option agreement, restricted stock award
agreement or restricted stock unit award agreement, (i) with respect to an Option or a Restricted Stock Award, an Optionee or a Participant
becoming disabled as determined by the Committee in its discretion, and (ii) with respect to a Restricted Stock Unit Award, a Participant
becoming disabled within the meaning of such term under section 409A(a)(2)(C) of the Code.
(l) “Dividend Equivalents” means a contingent right, granted in tandem with a specific Stock Unit, to receive an amount in cash equal to
the per-Share cash dividends paid by the Company on its outstanding Shares during the period such Stock Unit is outstanding.
(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(n) “Option” means any stock option granted under the Plan and described in Section 3(a).
(o) “Optionee” means a person to whom an Option has been granted under the Plan, which Option has not been exercised and has not
expired, terminated or been forfeited.
(p) “Parent Company” means Penn Virginia Corporation, a Virginia corporation.
(q) “Participant” means a person to whom a Restricted Stock Award or a Restricted Stock Unit Award has been granted under the Plan
the Restriction Period of which has not expired.
(r) “Plan” means this Penn Virginia Corporation Sixth Amended and Restated 1999 Employee Stock Incentive Plan, as set forth herein and
as amended from time to time.
(s) “Restricted Stock” means Shares granted pursuant to a Restricted Stock Award.
(t) “Restricted Stock Award” means any award of Shares granted under the Plan and described in Section 3(b).
(u) “Restricted Stock Unit Award” means Stock Units granted under the Plan and described in Section 3(c).
(v) “Restricted Stock Unit” means Stock Units granted pursuant to a Restricted Stock Unit Award.
(w) “Restriction Period” means the period of time commencing with the Date of Grant during which restrictions shall apply to the Shares
subject to a Restricted Stock Award or a Restricted Stock Unit subject to a Restricted Stock Unit Award.
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(x) “Retirement” means the voluntary termination by an Optionee or a Participant of his employment with the Company after such
Optionee or Participant has become Retirement Eligible.
(y) “Retirement Eligible” means an Optionee or a Participant has attained age 62 and completed at least ten consecutive Years of Service,
or such younger age or lesser number of consecutive Years of Service as determined by the Committee.
(z) “Shares” means shares of common stock of the Parent Company.
(aa) “Stock Unit” means a bookkeeping entry representing a single Share.
(bb) “Stock Unit Account” means the bookkeeping account described in Section 10(a).
(cc) “Subsidiary Companies” means all corporations that at any relevant time are subsidiary corporations of the Parent Company within
the meaning of section 424(f) of the Code.
(dd) “Tax Date” has the meaning specified in Section 8(g).
(ee) “Value” on any date means the closing stock 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 so open) or, if there is no closing price on such date, the closing stock price on the date nearest preceding such date.
(ff) “Vesting Period” means the period of time commencing with the Date of Grant during which an Option is not yet exercisable.
(gg) “Year of Service” means any calendar year in which an employee of the Company is paid or entitled to be paid for 1,000 hours of
service.
3. Rights To Be Granted
The following rights may be granted under the Plan:
(a) Options, which give the Optionee the right for a specified time period, to purchase a specified number of Shares for a price equal to
the Value of such Shares on the Date of Grant subject to forfeiture under certain circumstances upon termination of employment during a
Vesting Period applicable to the Options;
(b) Restricted Stock Awards, which give the Participant, without payment, a specified number of Shares subject to forfeiture under
certain circumstances upon termination of employment during a Restriction Period applicable to the Shares; and
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(c) Restricted Stock Unit Awards, which give the Participant, without payment, a specified number of Stock Units subject to forfeiture
under certain circumstances upon termination of employment during a Restriction Period applicable to the Stock Units.
4. Stock Subject to Plan

Subject to Section 13, not more than 8,000,000 Shares in the aggregate may be issued pursuant to the Plan and of the foregoing 8,000,000
Shares, no more than 500,000 Shares in the aggregate may be issued as Restricted Stock Awards or pursuant to Restricted Stock Unit Awards.
For purposes of determining the number of Shares issued under the Plan, no Shares shall be deemed issued until they are actually delivered to
a Participant, Optionee or any other person in accordance with Section 8(b). Shares covered by Options, Restricted Stock Awards or
Restricted Stock Unit Awards that either wholly or in part expire or are forfeited or terminated shall be available for future issuance under the
Plan. Any Shares tendered to or withheld by the Company in connection with the exercise of Options, or the payment of tax withholding on
any Option, Restricted Stock Award or Restricted Stock Unit Award shall not be available for future issuance under the Plan.
5. Administration of Plan
(a) The Plan shall be administered by the Committee, which shall be composed of not less than three directors of the Parent Company
appointed by the Board who are “non-employee directors” as defined under rules promulgated under Section 16(b) of the Exchange Act.
Except as the Committee may otherwise determine, all decisions and determinations by the Committee shall be final and binding upon all
Optionees and Participants and their respective designated beneficiaries.
(b) The Committee may delegate, to a person designated from time to time by the Committee as the Plan Administrator, the right to
approve or exercise any discretion given to the Committee pursuant to Sections 8(c), 8(g), 9(e) and 10(h).
6. Grant of Rights
Subject to Section 7, the Committee or the Board may grant Options, Restricted Stock Awards and Restricted Stock Unit Awards to
eligible employees of the Company as described in Section 7.
7. Eligibility
(a) Options may be granted to any employee of the Company.
(b) Restricted Stock Awards and Restricted Stock Unit Awards may be granted only to key employees of the Company, who are
designated as such by the Committee or the Board.
8. Option Agreements and Terms
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All Options shall be granted prior to January 1, 2014 and be evidenced by option agreements executed on behalf of the Parent Company
and by the respective Optionees. The terms of each such agreement shall be determined from time to time by the Committee, consistent,
however, with the following:
(a) Option Price. The option price per Share of any Option granted to an Optionee shall be equal to the Value of the Share on the Date of
Grant.
(b) Restrictions on Transferability. An Option shall not be transferable prior to the termination of the Vesting Period with respect thereto
unless otherwise determined by the Committee and specified in the option agreement. Thereafter, unless otherwise determined by the
Committee and specified in the option agreement, an Option shall not be transferable otherwise than (i) by will or the laws of descent and
distribution or (ii) to the spouse, children or grandchildren of the Optionee or a trust for the exclusive benefit of any such family member,
provided, however, that no such family member shall be permitted to make any subsequent transfer of any such Options except back to the
original Optionee and all Options transferred to any such family member shall remain subject to all terms and conditions set forth herein.
During the lifetime of the Optionee, an Option shall be exercisable only by him or by any transferee to whom an Option was transferred in
accordance with subsection (b)(ii). Upon the death of an Optionee or the transfer in accordance with subsection (b)(ii), the person to whom
the rights shall have been transferred or passed by will or by the laws of descent and distribution may exercise any Options only in
accordance with the provisions of Section 8(f); provided, that, notwithstanding the foregoing, an Optionee may designate in writing on a form
provided by the Company a Beneficiary who may exercise any Options in accordance with Section 8(f).
(c) Payment. Full payment for Shares purchased upon the exercise of an Option shall be made in cash or, at the election of the person
exercising the Option and subject to the approval of the Committee at the time of exercise, by surrendering, or by the Parent Company’s
withholding from Shares purchased, Shares with an aggregate Value, on the date immediately preceding such exercise date, equal to all or any
portion of the option price not paid in cash. With the consent of the Committee, payment for Shares purchased upon the exercise of an Option
may be made in whole or in part by Restricted Stock (based on the fair market value of the Restricted Stock on the date the Option is exercised
as determined by the Committee). In such case, the Shares to which the Option relates shall be subject to the same forfeiture restrictions
existing on the Restricted Stock exchanged thereof. Payment for Shares purchased upon the exercise of an Option may also be made pursuant
to a Cashless Exercise.
(d) Issuance of Certificates; Evidence of Uncertificated Shares; Payment of Cash. Only whole Shares shall be issuable upon exercise of
Options. Any right to a fractional Share shall be satisfied in cash. Upon receipt of payment of the option price and any withholding taxes
payable pursuant to subsection (g), the Parent Company shall deliver to the exercising Optionee a certificate for the number of whole Shares,
or evidence of the ownership of the number of whole Shares, and a check for the Value on the date of exercise of the fractional Share to which
the person exercising the Option is
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entitled or, if such Optionee has made a deferral election pursuant to Section 13, Shares subject to such election shall be delivered to the
Deferred Shares Account, which shall be maintained for such purpose by the Parent Company or an administrator appointed by the Parent
Company. The Parent Company shall not be obligated to deliver any certificates for Shares, or any evidence of the ownership of uncertificated
Shares, until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which
outstanding Shares of such class at the time are listed nor until there has been compliance with such laws or regulations as the Parent
Company may deem applicable. The Parent Company shall use its best efforts to effect such listing and compliance.
(e) Periods of Exercise of Options. An Option shall be exercisable in whole or in part at such time as may be determined by the Committee
and stated in the option agreement; provided that no Option shall be exercisable before one year from the Date of Grant except as otherwise
determined by the Committee or as provided in clauses (iii) and (iv) below and Section 15 and that no Option shall be exercisable after ten
years from the Date of Grant:
(i) In the event an Optionee ceases to be an employee of the Company for any reason other than death, Disability, Retirement or
termination for Cause (A) any Option held by such Optionee the Vesting Period with respect to which has not terminated shall expire and
(B) any Option held by such Optionee the Vesting Period with respect to which has terminated shall be exercisable until the earlier of that
date which is (A) 90 days after the date on which the Optionee’s employment ceased or (B) the ten year anniversary of the Date of Grant.
An Option exercisable on the date of such cessation shall be exercisable for the remainder of its term to the extent exercisable as of the
date of such cessation.
(ii) In the event an Optionee’s employment with the Company terminates for Cause, any unexercised Options held by such
Optionee shall expire on the earlier of the date of employment termination or notice of such termination.
(iii) In the event an Optionee ceases to be an employee of the Company by reason of his death or Disability, any Option granted to
such Optionee shall immediately become exercisable and shall remain exercisable until the earlier of that date which is (A) one year after
the date of death or Disability or (B) the ten year anniversary of the Date of Grant.
(iv) In the event an Optionee ceases to be an employee of the Company by reason of his Retirement, any Option granted to such
Optionee shall immediately become exercisable and shall remain exercisable until the ten year anniversary of the Date of Grant.
(f) Date and Notice of Exercise. Except with respect to Cashless Exercises, the date of exercise of an Option shall be the date on which
written notice of exercise,
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addressed to the Parent Company at its main office to the attention of its Secretary, is hand delivered, telecopied or mailed, first class postage
prepaid; provided that the Parent Company shall not be obliged to deliver any certificates for Shares, or any evidence of the ownership of
uncertificated Shares, pursuant to the exercise of an Option until the Company shall have received payment in full of the option price for such
Shares and any withholding taxes payable pursuant to subsection (g). Each such notice of exercise shall be irrevocable when given. Each
notice of exercise must include a statement of preference as to the manner in which payment to the Parent Company shall be made (Shares or
cash, a combination of Shares and cash or by Cashless Exercise).
(g) Payment of Withholding Taxes. Full payment for the amount of any taxes required by law to be withheld by the Parent Company
upon the exercise of an Option shall be made, on or before the date such taxes must be withheld, in cash or, at the election of the person
recognizing income upon exercise of the Option and subject to the approval of the Committee, by surrendering, or by the Parent Company’s
withholding from Shares purchased, Shares with an aggregate Value on the date immediately preceding the date the withholding taxes due are
determined (the “Tax Date”) equal to all or any portion of the withholding taxes not paid in cash. Payment for such taxes may also be made
pursuant to a Cashless Exercise.
(h) Cashless Exercise. In addition to the methods of payment described in Sections 8(c) and 8(g), an Optionee may exercise and pay for
Shares purchased upon the exercise of an Option through the use of a brokerage firm acceptable to the Parent Company to make payment to
the Company of the option price and any taxes required by law to be withheld upon exercise of the Option either from the proceeds of a loan to
the Optionee from the brokerage firm or from the proceeds of the sale of Shares issued pursuant to the exercise of the Option, and upon receipt
of such payment the Company shall deliver the Shares issuable under the Option exercised to such brokerage firm (a “Cashless Exercise”).
Notwithstanding anything stated to the contrary herein, the date of exercise of a Cashless Exercise shall be the date on which the broker
executes the sale of exercised Shares or, if no sale is made, the date the broker receives the exercise loan notice from the Optionee to pay the
Company for the exercised Shares.
9. Restricted Stock Award Agreements and Terms

Restricted Stock Awards shall be granted prior to January 1, 2014, subject to the limit set forth in Section 4 and shall be evidenced by
restricted stock award agreements executed on behalf of the Parent Company and by the respective Participants. The terms of each such
agreement shall be determined from time to time by the Committee, consistent, however, with the following:
(a) Restrictions on Transferability. During the Restriction Period, neither a Restricted Stock Award nor any interest therein shall be
transferable unless otherwise determined by the Committee.
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(b) Issuance of Certificates; Evidence of Uncertificated Shares. Upon receipt from a Participant of a fully executed restricted stock award
agreement and a stock power relating to the Shares issuable thereunder executed in blank by the Participant, the Parent Company shall issue to
such Participant the Shares subject to the Restricted Stock Award. The certificates representing such Shares shall be registered in such
Participant’s name, with such legend thereon as the Committee shall deem appropriate, provided that, such Shares may be uncertificated. The
Parent Company shall retain the certificate, if certificated, for such Shares pending the termination of the Restriction Period or forfeiture
thereof. Upon termination of the Restriction Period of any such Shares, the Parent Company shall deliver to the Participant the certificates for
such Shares, or if such Shares are uncertificated, evidence of the ownership of such uncertificated Shares. The Parent Company shall not be
obligated to deliver any certificates for Shares, or any evidence of the ownership of uncertificated Shares, until such Shares have been listed
(or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time
are listed nor until there has been compliance with such laws or regulations as the Parent Company may deem applicable. The Parent Company
shall use its best efforts to effect such listing and compliance.
(c) Restriction Period. The Restriction Period for Restricted Stock Awards granted to a Participant shall be determined by the Committee
and specified in the restricted stock award agreement, provided that no Restriction Period shall terminate less than one year or greater than
five years from the Date of Grant except pursuant to subsection (d). Notwithstanding the foregoing, only whole Shares shall be issuable with
respect to Restricted Stock Awards. In the event a Participant shall become entitled to a fractional Share, such fractional Share shall not be
issuable unless and until the Participant becomes entitled to such number of fractional shares as shall be equal in sum to a whole Share.
(d) Forfeiture of Shares; Vesting on Disability, Death or Retirement Eligibility.

(i) Except as shall have otherwise been determined by the Committee and specified in the restricted stock award agreement, in the
event a Participant ceases to be an employee of the Company for any reason other than his death or Disability, any Shares subject to
such Participant’s Restricted Stock Award the Restriction Period with respect to which has not terminated shall automatically be forfeited
by the Participant and revert to and become the property of the Company.
(ii) In the event a Participant (A) becomes Retirement Eligible or (B) ceases to be an employee of the Company by reason of his
death or Disability, the Restriction Period with respect to any Shares subject to such Participant’s Restricted Stock Award which has not
terminated shall automatically terminate effective on the date the Participant becomes Retirement Eligible or the date of the Participant’s
death or Disability, as applicable.
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(e) Payment of Withholding Taxes. Full payment for the amount of any taxes required by law to be withheld in connection with a
Restricted Stock Award shall be made, on or before the date such taxes must be withheld, in cash or, at the written election of the Participant
and subject to the approval of the Committee, by surrendering, or by the Parent Company’s withholding from Shares subject to such
Restricted Stock Award Shares with an aggregate Value on the Tax Date equal to all or any portion of the withholding taxes not paid in cash.
10. Restricted Stock Unit Award Agreements and Terms

Restricted Stock Unit Awards shall be granted prior to January 1, 2014, subject to the limit set forth in Section 4, and shall be evidenced
by restricted stock unit award agreements executed on behalf of the Parent Company and by the respective Participants. The terms of each
such agreement shall be determined from time to time by the Committee, consistent, however, with the following:
(a) Crediting of Stock Units. Each Stock Unit shall represent the right of a Participant to receive a Share or an amount of cash based on
the Value of a Share, if and when specified conditions are met. The Committee shall establish a Stock Unit Account on behalf of each
Participant who has received a Restricted Stock Unit Award to which all of the Participant’s Stock Units shall be credited. The establishment of
a Stock Unit Account shall not require segregation of any funds of the Company or provide any Participant with any rights to any assets of
the Company, except as a general creditor thereof. A Participant shall have no right to receive payment of any Stock Units credited to his Stock
Unit Account except as expressly provided herein.
(b) Restrictions on Transferability. During the Restriction Period, neither a Restricted Stock Unit Award nor any interest therein shall be
transferable unless otherwise determined by the Committee.
(c) Restriction Period. The Restriction Period for Restricted Stock Unit Awards granted to a Participant shall be determined by the
Committee and specified in the restricted stock unit award agreement, provided that no Restriction Period shall terminate less than one year or
greater than five years from the Date of Grant except pursuant to subsection (d).
(d) Forfeiture of Restricted Stock Units; Vesting on Disability, Death or Retirement Eligibility.
(i) Except as shall have otherwise been determined by the Committee and specified in the restricted stock unit award agreement, in
the event a Participant ceases to be an employee of the Company for any reason other than his death or Disability, any Stock Units
subject to such Participant’s Restricted Stock Unit Award the Restriction Period with respect to which has not terminated shall
automatically be forfeited by the Participant.
9
(ii) In the event a Participant (A) becomes Retirement Eligible or (B) ceases to be an employee of the Company by reason of his
death or Disability, the Restriction Period with respect to any Stock Units subject to such Participant’s Restricted Stock Unit Award
which has not terminated shall automatically terminate effective on the date the Participant becomes Retirement Eligible or the date of the
Participant’s death or Disability, as applicable.
(e) Payment with Respect to Restricted Stock Unit Awards. Payments with respect to Restricted Stock Unit Awards shall be made in
cash, Shares or any combination of the foregoing, as the Committee shall determine. Notwithstanding any provision to the contrary herein, to
the extent a Participant’s Restricted Stock Unit Award is paid in Shares, only whole Shares shall be paid with respect to the Restricted Stock
Unit Award. In the event a Participant shall become entitled to a fractional Share, such fractional Share shall not be issuable unless and until
the Participant becomes entitled to such number of fractional shares as shall be equal in sum to a whole Share.
(f) Earnings. If vested Restricted Stock Units are not paid within 30 days after the date such Restricted Stock Units vest, the Company
shall credit the cash value recorded in the Participant’s Stock Unit Account with earnings through the date the Restricted Stock Units are paid
as if such cash balance of the Participant’s Stock Unit Account had been invested at a rate equal to the prime rate published in the Wall Street
Journal on the applicable vesting date of the Restricted Stock Unit.
(g) Dividend Equivalents. The Committee may grant Dividend Equivalents in tandem with a Restricted Stock Unit Award. Dividend
Equivalents may be paid currently or accrued as contingent cash obligations (with or without interest in the discretion of the Committee) and
may be subject to the same Restriction Period as the tandem Restricted Stock Unit Award or subject to such other provisions or restrictions as
determined by the Committee in its discretion.
(h) Payment of Withholding Taxes. Full payment for the amount of any taxes required by law to be withheld in connection with a
Restricted Stock Unit Award shall be made, on or before the date such taxes must be withheld, in cash or, at the written election of the
Participant and subject to the approval of the Committee, by surrendering, or by the Parent Company’s withholding from Shares payable with
respect to such Restricted Stock Unit Award Shares with an aggregate Value on the Tax Date equal to all or any portion of the withholding
taxes not paid in cash.
11. Termination of Employment

For the purposes of the Plan, a transfer of an employee between two employers, each of which is a Company, shall not be deemed a
termination of employment.
12. Rights as Shareholders

(a) An Optionee shall have no rights as a Shareholder of the Parent Company with respect to any Shares covered by his Options until
the date on which the Optionee
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is issued a stock certificate or evidence of ownership of uncertificated Shares for such Shares underlying the Options.
(b) Except as shall have been determined by the Committee and specified in the restricted stock award agreement, pending forfeiture of
Shares subject to a Restricted Stock Award, the Participant thereunder shall have all of the rights of a holder of such Shares including without
limitation the right to receive such dividends as may be declared from time to time and to vote such Shares (in person or by proxy).
(c) Neither the Participant, nor any person entitled to receive payment of a Restricted Stock Unit Award in the event of the Participant’s
death, shall have any rights as a Shareholder of the Parent Company with respect to any Shares payable with respect to his Restricted Stock
Unit Award until the date on which the Participant is issued a stock certificate or evidence of ownership of uncertificated Shares upon
payment of the Restricted Stock Unit Award.
13. Deferrals
The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise
be due to the Participant in connection with any grant made under the Plan. The Committee shall establish rules and procedures for any such
deferrals, consistent with applicable requirements of section 409A of the Code.
14. Adjustments Upon Changes in Capitalization

In the event of a stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights, or other similar corporate
change, the Committee shall make an appropriate adjustment in the aggregate number of Shares issuable under the Plan, the number of Shares
subject to each then outstanding Option, the option price of each then outstanding Option, the number of Restricted Stock Awards then
outstanding and the number of Restricted Stock Unit Awards then outstanding.
15. Change of Control

(a) A Change of Control shall be deemed to have occurred upon the occurrence of any of the following events:
(i) any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Parent Company, becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent Company representing 25% or more of the combined
voting power of the Parent Company’s then outstanding securities;
(ii) during any period of two consecutive years (not including any period prior to the effective date of this Plan), individuals who at
the beginning of such period constitute the Board, and any new director (other than a director
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designated by a person who has entered into an agreement with the Parent Company to effect a transaction described in any of clauses
(i), (iii) or (v) of this Change of Control definition and excluding any individual whose initial assumption of office occurs as a result of
either (A) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act), or (B) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose
election by the Board or nomination for election by the Parent Company’s shareholders was approved by a vote of at least two-thirds of
the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason (other than retirement) to constitute at least a majority of the Board;
(iii) the consummation of a merger or consolidation of the Parent Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Parent Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the
combined voting power of the voting securities of the Parent Company (or such surviving entity or parent entity, as the case may be)
outstanding immediately after such merger or consolidation;
(iv) the shareholders of the Parent Company approve a plan of complete liquidation of the Parent Company; or
(v) the shareholders of the Parent Company approve an agreement for the sale or disposition by the Parent Company of all or
substantially all of the assets of the Parent Company, it being acknowledged for purposes of clarity that the sale or disposition by the
Parent Company of all or substantially all of its interest in PVG GP, LLC, Penn Virginia GP Holdings, L.P., Penn Virginia Resource GP, LLC
or Penn Virginia Resource Partners, L.P. shall not constitute a sale or disposition of all or substantially all of the assets of the Parent
Company.
(b) Upon the occurrence of a Change in Control or such period prior thereto as shall be established by the Committee, (i) Options,
Restricted Stock Awards and Restricted Stock Unit Awards shall automatically vest and (ii) Options shall become 100% exercisable and shall
remain exercisable for the lesser of three years or the term thereof. In this regard, all Restriction Periods and Vesting Periods shall terminate.
Notwithstanding any provision to the contrary herein, to the extent required to comply with section 409A of the Code, no Shares or cash
payable with respect to Stock Units credited to a Participant’s Stock Unit Account shall be distributed upon a Change in Control unless the
transaction constituting a Change in Control is a “change in control event” for purposes of section 409A of the Code.
16. Plan Not to Affect Employment
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Neither the Plan nor any Option, Restricted Stock Award or Restricted Stock Unit Award shall confer upon any employee of the
Company any right to continue in the employment of the Company.
17. Interpretation
The Committee shall have the power to interpret the Plan and to make and amend rules for putting it into effect and administering it. It is
intended that the Restricted Stock Awards shall constitute property subject to federal income tax pursuant to the provisions of Section 83 of
the Code and that the Plan shall qualify for the exemption available under Rule 16b-3 (or any similar rule) of the Exchange Act. To the extent
applicable, grants under the Plan shall be structured either to be exempt from or to comply with the requirements of section 409A of the Code.
The provisions of the Plan shall be interpreted and applied insofar as possible to carry out such intent.
18. Amendments
The Plan, any Option and the related option agreement, any Restricted Stock Award and the related restricted stock award agreement
and any Restricted Stock Unit Award and the related restricted stock unit award agreement may be amended by the Board or the Committee,
but any amendment that would require approval of the shareholders of the Parent Company shall require the approval of the holders of such
portion of the shares of the capital stock of the Parent Company present and entitled to vote on such amendment as is required by applicable
law and the terms of the Parent Company’s capital stock to make the amendment effective. Notwithstanding the foregoing, no amendment shall
be made which would disqualify any member of the Committee from being a “non-employee director” as defined herein. No outstanding
Option shall be adversely affected by any such amendment without the written consent of the Optionee or other person then entitled to
exercise such Option. No Restricted Stock Award shall be adversely affected by any such amendment without the written consent of the
Participant or other person then entitled to receive the Shares subject to such Restricted Stock Award. No Restricted Stock Unit Award shall
be adversely affected by any such amendment without the written consent of the Participant or other person then entitled to receive the cash
or Shares subject to such Restricted Stock Unit Award.
19. Securities Laws

The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary or appropriate
to comply with the then-existing requirements of Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission.
20. Governing Law

The validity, construction and effect of the Plan and any rules or regulations relating to the Plan shall be determined in accordance with
the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.
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21. Effective Date and Term of Plan

The Plan became effective on May 4, 1999 and shall expire on December 31, 2013 unless sooner terminated by the Board.
Amended and Restated as of February 17, 2009
14
Exhibit 10.2
Form for Stock Payment

SIXTH AMENDED AND RESTATED 1999 EMPLOYEE STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 20 (the “Date of Grant”), is
delivered by Penn Virginia Corporation (the “Company”) to (the “Participant”).
RECITALS
The Sixth Amended and Restated 1999 Employee Stock Incentive Plan (the “Plan”) provides for the award of Restricted 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 award Restricted Stock Units to the Participant as an inducement for the
Participant to promote the best interests of the Company and its shareholders. All terms capitalized but not defined herein shall have the
meanings assigned to them in the Plan. Copies of the Plan and the Plan prospectus are being provided to the Participant with this Agreement.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:
1. Award of Restricted Stock Units. Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby
grants the Participant Restricted Stock Units.
2. Stock Unit Account. Restricted Stock Units represent hypothetical Shares and not actual Shares. The Company shall establish and
maintain a Stock Unit Account, as a bookkeeping account on its records, for the Participant and shall record in such Stock Unit Account (i) the
number of Restricted Stock Units granted to the Participant and (ii) either (A)the number of Shares payable to the Participant on account of
Restricted Stock Units that have vested or (B) subject to Section 5(a)(ii) below, the amount of cash payable to the Participant on account of
Restricted Stock Units that have vested. No Shares shall be issued to the Participant at the time the grant is made, and the Participant shall not
be, nor have any of the rights or privileges of, a shareholder of the Company with respect to any Restricted Stock Units recorded in the Stock
Unit Account. The Participant shall not have any interest in any fund or specific assets of the Company by reason of this award or the Stock
Unit Account established for the Participant.
3. Vesting and Non-transferability.

(a) Except as provided in subsections 3(b) and (c) below, the Restricted Stock Units shall be subject to forfeiture until the Restricted
Stock Units vest. Except as provided in subsections 3(b) and (c) below, the Restricted Stock Units shall vest according to the following
schedule, if the Participant continues to be employed by the Company from the Date of Grant until the applicable vesting date:
Vesting Date Vested Restricted Stock Units

[First anniversary of Date of Grant] [ 1/3 of Restricted Stock Units]
[Second anniversary of Date of Grant] [ 1/3 of Restricted Stock Units]
[Third anniversary of Date of Grant] [ 1/3 of Restricted Stock Units]
The vesting of the Restricted Stock Units shall be cumulative, but shall not exceed 100% of the Restricted Stock Units. If the foregoing
schedule would produce fractional Stock Units, the number of Restricted Stock Units that vests shall be rounded down to the nearest whole
Stock Unit.
(b) Notwithstanding any provision to the contrary herein or in the Plan, in the event that (i) the Participant is at the Date of Grant or
becomes Retirement Eligible or (ii) the Participant’s employment is terminated on account of the Participant’s death or Disability, the Restricted
Stock Units shall become fully vested and nonforfeitable on the date on which the Participant becomes Retirement Eligible (or on the Date of
Grant if the Participant is already Retirement Eligible) or the date of the Participant’s death or Disability.
(c) Notwithstanding any provision to the contrary herein or in the Plan, in the event of a Change of Control, the outstanding Restricted
Stock Units shall become fully vested and nonforfeitable upon the date of the Change of Control.
4. Termination of Restricted Stock Units. If the Participant’s employment with the Company terminates for any reason other than as
described in subsection 3(b) above before the Restricted Stock Units vest, any unvested Restricted Stock Units shall automatically terminate
and shall be forfeited as of the date of the Participant’s termination of employment. No payment shall be made with respect to any unvested
Restricted Stock Units that terminate as described in this Section 4.
5. Timing and Manner of Payment of Restricted Stock Units.

(a) When the Restricted Stock Units vest in accordance with Section 3 above, the Participant (or the Participant’s beneficiary or estate, in
the event of the Participant’s death) shall receive (i) that number of Shares equal to the number of Restricted Stock Units that vested or (ii) at
the Participant’s request and upon the approval of the Committee, a lump sum cash payment equal to the product of (x) the Value of a Share on
the date on which the Restricted Stock Units vest times (y) the number of such vested Restricted Stock Units subject, in either case, to
withholding as described below. Except as provided in subsections 5(c), (d), (e) and (f ) below, payment shall be made within thirty (30) days
after the date on which such Restricted Stock Units vest.
(b) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Restricted Stock Units accelerate when the
Participant is at the Date of Grant or becomes Retirement Eligible as described in subsection 3(b)(i) above, the Participant shall receive
payment with respect to such Restricted Stock Units, except as provided in subsections 5(c), (d), (e) and (f) below, within thirty (30) days after
the date the Restricted Stock Units would otherwise have vested under subsection 3(a) above. Any lump sum cash payment made with
respect to such Restricted Stock Units pursuant to Section 5(a)(ii) above shall be equal to the
2
product of (x) the Value of a Share on the otherwise applicable vesting date set forth in subsection 3(a) above times (y) the number of such
vested Restricted Stock Units.
(c) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Restricted Stock Units accelerate on account of
the Participant’s death or Disability as described in subsection 3(b)(ii) above, the Participant or the Participant’s estate shall receive payment
with respect to such Restricted Stock Units, except as provided in subsections 5(d), (e) and (f) below, within thirty (30) days after the date of
the Participant’s death or Disability. Any lump sum cash payment made with respect to such Restricted Stock Units pursuant to Section 5(a)(ii)
above shall be equal to the product of (i) the Value of a Share on the date of the Participant’s death or Disability times (ii) the number of such
vested Restricted Stock Units.
(d) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Restricted Stock Units accelerate upon a Change
of Control as described in subsection 3(c) above, the Participant shall receive payment with respect to such Restricted Stock Units, except as
provided in subsection 5(f) below, within thirty (30) days after the Change of Control; provided, however, that Restricted Stock Units shall be
paid within thirty (30) days after such Change of Control (except as provided in subsection 5(f) below) only if the transaction constituting a
Change of Control under this Agreement is also a “change in control event” for purposes of section 409A of the Code (“409A Change in
Control Event”). Any lump sum cash payment made with respect to such Restricted Stock Units pursuant to Section 5(a)(ii) above shall be
equal to the product of (i) the Value of a Share on the date of the Change of Control, times (ii) the number of such vested Restricted Stock
Units. If, however, the transaction constituting a Change of Control does not constitute a 409A Change in Control Event, the Participant shall
receive payment with respect to such Restricted Stock Units, except as provided in subsection 5(f) below, within thirty (30) days after the
earlier of (x) the date the Restricted Stock Units would otherwise have vested under subsection 3(a) or (y) the date of the Participant’s
termination of employment following the Change of Control. Any lump sum cash payment made with respect to such Restricted Stock Units
pursuant to Section 5(a)(ii) above shall be equal to the product of (A) the Value of a Share on the date of the Change of Control, times (B) the
number of such vested Restricted Stock Units.
(e) Notwithstanding any provision to the contrary herein or in the Plan, if on the date of the Participant’s termination of employment, the
Participant is a “specified employee” (within the meaning of section 409A of the Code) as determined by the Board (or its delegate) in its sole
discretion in accordance with its “specified employee” determination policy, then all payments payable to the Participant under this
Agreement that are deemed as deferred compensation subject to the requirements of section 409A of the Code shall be postponed for a period
of six (6) months following the Participant’s “separation from service” with the Company (or any successor thereto) (the “postponed
amounts”). The postponed amounts shall be credited with interest as described in subsection 7(b) below and paid to the Participant in a lump
sum within thirty (30) days after the date that is six (6) months following the Participant’s “separation from service” with the Company (or any
successor thereto). If the Participant dies during the postponement period, the postponed amounts shall be paid to the personal representative
of the Participant’s estate within sixty (60) days after Participant’s death.
3
(f) Notwithstanding any provision to the contrary herein or in the Plan, if, at the time the Participant’s Restricted Stock Units vest as
described in Section 3 above, the amount of (i) any Restricted Stock Units that is otherwise payable hereunder plus (ii) any other
compensation to the Participant that is taken into account for purposes of section 162(m) of the Code for the year (“Other Compensation”)
exceeds or is expected to exceed the $1,000,000 limit on deductible compensation under section 162(m) of the Code (the “Limit”), then payment
of any Restricted Stock Units to the extent (or all of the Restricted Stock Units if Other Compensation is already or is expected to be over the
Limit) that it plus all Other Compensation is in excess of the Limit shall automatically be deferred until the date of the Participant’s “separation
from service” under section 409A of the Code, subject to the six-month delay described in subsection 5(d) above.
6. Dividend Equivalents. Until such time as the Restricted Stock Units vest and are paid or are forfeited, if any cash dividends are paid
with respect to the Shares, the Company shall pay the Participant, in cash, the amount of the dividend that would have been distributed if the
Restricted Stock Units credited to the Participant’s Stock Unit Account at the time of the dividend payment were Shares. The dividend
equivalent payment shall be made within thirty (30) days after the cash dividend is paid with respect to the Shares.
7. Earnings. If vested Restricted Stock Units are not paid within 30 days after the date such Restricted Stock Units vest, the Company
shall credit the cash value, if any, recorded in the Participant’s Stock Unit Account with earnings through the date the Restricted Stock Units
are paid as if such cash balance of the Participant’s Stock Unit Account had been invested at a rate equal to the prime rate published in the
Wall Street Journal on the applicable vesting date of the Restricted Stock Unit.
8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and
in all respects shall be interpreted in accordance with the Plan. The grant is subject to interpretations, regulations and determinations
concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to,
provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares,
(c) changes in capitalization of the Company, (d) compliance with section 409A of the Code and (e) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive
as to questions arising hereunder.
9. No Employment or Other Rights. This grant shall not confer upon the Participant any right to be retained by or in the employ of the
Company and shall not interfere in any way with the right of the Company to terminate the Participant’s employment at any time. The right of
the Company to terminate at will the Participant’s employment at any time for any reason is specifically reserved.
10. Withholding Tax. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in
the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Participant shall be required to pay to the Company, or
make other arrangements satisfactory to the Company to provide for the payment of, any federal,
4
state, local or other taxes that the Company is required to withhold with respect to the Restricted Stock Units.
11. No Shareholder Rights. Neither the Participant, nor any person entitled to receive payment in the event of the Participant’s death,
shall have any of the rights and privileges of a shareholder with respect to Shares.
12. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the
Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the
Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge,
hypothecate or otherwise dispose of the Restricted Stock Units or any right hereunder, except as provided for in this Agreement, or in the
event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the
Restricted Stock Units by notice to the Participant, and the Restricted Stock Units and all rights hereunder shall thereupon become null and
void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s
parents, subsidiaries and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.
13. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, without giving effect to the conflicts of laws provisions thereof.
14. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of General Counsel at
Three Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087 and any notice to the Participant shall be addressed to
such Participant at the current address known by the Company, or to such other address as the Participant may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above,
registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.
15. Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. If any
payment cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such
payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a
termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For
purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment, and if a payment is
not made by the designated payment date under the Agreement, the payment shall be made by December 31 of the calendar year in which the
designated date occurs. In no event shall the Participant, directly or indirectly, designate the calendar year of payment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Participant
has placed his or her signature hereon, effective as of the Date of Grant.
Penn Virginia Corporation
By:
Name:
Title:
I hereby accept the grant of Restricted Stock Units described in this Agreement, and I agree to be bound by the terms of the Plan and
this Agreement. I hereby agree that I have received delivery of the Plan prospectus and that all of the decisions and determinations of the
Committee with respect to the Restricted Stock Units shall be final and binding.
Participant

PENN VIRGINIA CORP 8-K (Events or Changes Between Quarterly Reports) 2009-02-23

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PENN VIRGINIA CORP 8-K (Events or Changes Between Quarterly Reports) 2009-02-23

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PENN VIRGINIA CORPORATION

Virginia 1-13283 23-1184320

Three Radnor Corporate Center, Suite 300

Registrant’s telephone number, including area code: (610) 687-8900

Item 1.01. Entry into a Material Definitive Agreement.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 9.01. Financial Statements and Exhibits.

3.1 Amended and Restated Bylaws of Penn Virginia Corporation.

Date: February 23, 2009

Penn Virginia Corporation

By: /s/ Nancy M. Snyder

Exh ibit No. De scription

PENN VIRGINIA CORPORATION

B. Special Meetings. Special meetings of the shareholders may be called at

which a quorum is present shall be the acts of the board of directors.

ARTICLE 3 BOARD COMMITTEES

Section 2. Audit Committee.

Section 3. Compensation and Benefits Committee.

Section 4. Other Committees.

Section 6. Quorum and Manner of Acting.

Section 2. Chairman and President.

Section 3. Other Officers.

Section 2. Advance of Expenses.

Section 3. Procedure for Determining Permissibility.

Section 4. Contractual Obligation; Inuring of Benefit.

Section 5. Insurance and Other Indemnification.

ARTICLE 6 CAPITAL STOCK

Section 4. Fixing Record Date.

ARTICLE 7 CONTROL SHARE ACQUISITIONS STATUTE

PENN VIRGINIA CORPORATION

1. Purpose of the Plan

(b) “Board” means the board of directors of the Parent Company.

(g) “Committee” means the committee described in Section 5.

(p) “Parent Company” means Penn Virginia Corporation, a Virginia corporation.

(z) “Shares” means shares of common stock of the Parent Company.

(aa) “Stock Unit” means a bookkeeping entry representing a single Share.

(dd) “Tax Date” has the meaning specified in Section 8(g).

4. Stock Subject to Plan

8. Option Agreements and Terms

9. Restricted Stock Award Agreements and Terms

(d) Forfeiture of Shares; Vesting on Disability, Death or Retirement Eligibility.

10. Restricted Stock Unit Award Agreements and Terms

11. Termination of Employment

12. Rights as Shareholders

14. Adjustments Upon Changes in Capitalization

15. Change of Control

16. Plan Not to Affect Employment

19. Securities Laws

20. Governing Law

21. Effective Date and Term of Plan

Amended and Restated as of February 17, 2009

PENN VIRGINIA CORPORATION

RESTRICTED STOCK UNIT AWARD

3. Vesting and Non-transferability.

Vesting Date Vested Restricted Stock Units

5. Timing and Manner of Payment of Restricted Stock Units.

[Signature Page Follows]

Penn Virginia Corporation

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