Form of Agreement for Deferred Common Stock Awards


 Exhibit 10.4 
 PENN VIRGINIA CORPORATION 
 FIFTH AMENDED AND RESTATED 1995 DIRECTORS’ COMPENSATION PLAN 

 DEFERRED COMMON STOCK UNIT GRANT 
 This DEFERRED COMMON STOCK UNIT GRANT, dated as of                      (the “Date of Grant”), is
delivered by Penn Virginia Corporation (the “Company”) to                      (the “Grantee”). 
 RECITALS 
 The Fifth Amended and
Restated 1995 Directors’ Compensation Plan, as amended and restated effective January 1, 2008 (the “Plan”) provides for the grant of Deferred Common 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 grant Deferred Common Stock Units to the Grantee as an inducement for the Grantee to promote the best interests
of the Company and its shareholders. All terms capitalized but not defined herein will have the meanings assigned to them in the Plan. A copy of the Plan is attached as Exhibit A hereto. 
 NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows: 
 1. Grant of Deferred Common Stock Units. Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants the Grantee
                     Deferred Common Stock Units. The Company will establish an Account in the Grantee’s name that will be credited with
the number of Deferred Common Stock Units granted hereunder. 
 2. Share Distributions. 
 On each date on which the Company makes a Share Distribution, the Company will pay to the Grantee that amount equal to (a) the amount of cash or
other property paid in such Share Distribution multiplied by (b) the number of Deferred Common Stock Units granted hereunder. 
 3. Vesting and
Non-transferability. 
 (a) The Grantee shall be fully vested at all times in the Deferred Common Stock Units granted hereunder.

 (b) The Deferred Common Stock Units shall not be transferable unless otherwise determined by the Board. 
 4. Distribution of Deferred Common Stock Units. Deferred Common Stock Units credited to the Grantee’s Account will be distributed to the Grantee on the date
on which the Grantee 







 
ceases for any reason to be a member of the Board; provided that, upon the death of the Grantee, distribution shall be made to the beneficiary designated by
such Grantee within 90 days of the Grantee’s death. If the Grantee fails to designate a beneficiary or the Grantee’s beneficiary predeceases the Grantee, distribution shall be made to the Grantee’s estate within 90 days of the
Grantee’s death. Each Deferred Common Stock Unit shall be payable in one share of Common Stock of the Company. 
 5. Change of Control. The
provisions of the Plan applicable to a Change of Control shall apply to the Deferred Common Stock Units, and upon the consummation of a Change of Control, the Shares represented by Deferred Common Stock Units credited to each Grantee’s Account
shall be distributed to the Grantee. 
 6. 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 Internal Revenue Code and the applicable regulations thereunder, 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. 
 7. Withholding. The Grantee shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to
withhold with respect to the grant of the Deferred Common Stock Units or the delivery of Common Stock. 
 8. Requirements for Issuance or Transfer of
Shares. No Common Stock shall be issued, transferred or delivered in connection with this Deferred Common Stock Unit Grant unless and until all legal requirements applicable to the issuance of such stock have been complied with to the
satisfaction of the Board. The Board shall have the right to condition this grant or delivery of such stock on Grantee’s undertaking in writing to comply with such restrictions on the Grantee’s subsequent disposition of such shares of
Common Stock as the Board shall deem necessary or advisable to comply with all applicable laws and regulations, and certificates representing such Shares may be legended to reflect any such restrictions. Certificates representing Shares of Common
Stock issued, transferred or delivered hereunder will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon;
provided, that in lieu of issuing a certificate, unrestricted Shares when issued may be uncertificated. 
 9. No Service or Other Rights. This grant
shall not confer upon the Grantee any right to be retained as a director of the Company. 
 10. Assignment by Company. 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 Grantee’s consent. 
  

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 11. 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. 
 12.
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, Radnor, PA 19087 and any notice to the Grantee shall be addressed to
such Grantee at the current address known by the Company, or to such other address as the Grantee 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. 
 IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant. 
  

			
	 Penn Virginia Corporation

		
	By:	 	  

		 	Nancy M. Snyder
		 	Executive Vice President, General Counsel and Corporate Secretary


 I hereby accept the grant of Deferred Common Stock Units described in this Agreement, and I agree to be
bound by the terms of the Plan and this Agreement. 
  

	
	  

	 Grantee



  

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