ex10_1.htm


    
      

    

    Exhibit 10.1

    INDEMNIFICATIONAGREEMENT

    


    THIS
      AGREEMENT, Made this
            day of
             
, 2000, between PETROLEUM DEVELOPMENT CORPORATION, a Nevada
      corporation, with its principal offices at 103 East Main Street,
      Bridgeport, West Virginia 26330, hereinafter referred to as "the Indemnitor",
      and
                  
,  
                           
;
                           
,
                                    
, hereinafter
      referred to as "the Indemnitee."

    


    1.           RECITALS.

    


    (a)           To
      induce the Indemnitee into continuing his services as a Director of this
      Corporation, the Indemnitor has agreed and does hereby agree on the terms and
      conditions herein set out to indemnify, save and hold harmless the Indemnitee
      of
      and from the claims, demands, actions, causes of actions, proclaims, described
      herein; and

    


    (b)           The
      Indemnitee is willing to undertake the office of Director of the Indemnitor
      on
      the condition and only on the condition that he is indemnified as herein
      provided.

    


    WITNESSETH:  In
      consideration
      of the premises and the sum of One Dollar ($1.00) cash in hand paid by the
      Indemnitee to the Indemninator, it is agreed as follows:

    


    1.           The
      Indemnitor does hereby agree to indemnify, save and hold harmless the Indemnitee
      who was or is threatened to be made a party to any threatened, pending or
      completed action or proceeding, whether civil, criminal, administrative or
      investigative (other than an action by or at the behest of the Indemnitor),
      by
      reason of the fact that he is or was a Director of the Indemnitor), or was
      serving at the request of the Indemnitor as a Director from and against all
      expenses (including attorneys' fees), judgements, fines, taxes and penalties
      and
      interest thereon, and amounts paid in settlement actually and reasonably
      incurred by the Indemnitee in connection with such action or proceeding if
      he
      acted in good faith and in a manner reasonably believed to be in or not opposed
      to the best interest of the corporation, and which respect to any criminal
      action or proceeding, that the Indemnitee had no reasonable cause to believe
      such conduct to have been unlawful.  The termination of any action or
      proceeding by judgment, order, settlement, conviction, or upon a plea of
nolocontendere or its equivalent, shall not, of itself, create a
      presumption that the person did not act in good faith and in a manner which
      he
      reasonably believed to be in or not opposed to the best interest of the
      corporation, and with respect to any criminal action or proceeding that the
      Indemnitee did not have reasonable cause to believe that such conduct was
      unlawful.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.           The
      Indemnitor does further agree to save and hold harmless and does indemnify
      the
      Indemnitee from any threatened, pending or completed action or proceeding,
      by or
      in the right of the Indemnitor to procure judgement in its favor by reason
      of
      the fact that he was a Director, or was serving at the request of the Indemnitor
      as a Director of the Indemnitor corporation against expenses (including
      attorneys' fees) actually and reasonably incurred by the Indemnitee in
      connection with the defense or settlement of such action or proceeding if he
      acted in good faith and in a manner he reasonably believed to be in or not
      opposed to the best interest of the corporation, except that no indemnification
      shall be required with respect to any claim, issue or matter, including, but
      not
      limited to, taxes or interest or penalties thereon, as to which such person
      shall have been adjudged to have been liable for negligence or misconduct in
      the
      performance of his duty to the corporation, unless and only to the extent that
      the Court in which such action or proceeding was brought, shall determine upon
      application that, despite the adjudication of liability, but in view of all
      circumstances of the case, such person is fairly and reasonably entitled to
      indemnity for such expenses which the Court shall deem to be
      proper.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    3.           To
      the extent that the Indemnitee as a Director of the Indemnitor has been
      successful on the merits or otherwise, in defense of any action or a proceeding,
      referred to above, or in defense of any claim, issue, or matter therein, he
      shall be indemnified against expenses (including attorneys' fees) actually
      and
      reasonably incurred by him in connection therewith.

    


    4.           Indemnification
      provided hereunder (unless ordered by a Court) shall be made by the Indemnitor
      only as authorized in the specific case upon a determination that the
      indemnification of the Indemnitees as Director because he has met the applicable
      standard of conduct as described herein, such determination shall be made (i)
      by
      the Board of Directors, by a majority vote of a quorum consisting of Directors
      who are not parties to such action or proceeding; or (ii) if such a quorum
      is
      not obtainable, or if obtainable, a quorum of disinterested Directors so directs
      by independent legal counsel in a written opinion; (iii) by the shareholders
      of
      the Indemnitor.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    5.           Expenses
      (including attorneys' fees) incurred in defending a civil or criminal action
      or
      proceeding may be paid by the corporation in advance of the final disposition
      of
      such action or proceeding as authorized in the manner provided in the next
      preceding Section.  Upon receipt of an undertaking by or on behalf of
      the Director to repay such amount unless it shall ultimately be determined
      that
      the Indemnitee is entitled to be indemnified by the corporation as authorized
      by
      this section.

    


    6.           The
      indemnification provided by this agreement shall not be deemed exclusive of
      any
      other rights to which any shareholder or Director may be entitled under any
      bylaw, agreement, vote of shareholders, members or disinterested directors
      or
      otherwise, both as to action in his official capacity and as to action in
      another capacity while holding such office and shall continue as to a person
      who
      has ceased to be a director and shall inure to the benefit of the heirs,
      executors, administrators and personal representatives of such
      indemnify.

    


    7.           The
      Indemnitor reserves the right to purchase and maintain insurance on behalf
      of
      the Indemnitee against any liability or liabilities asserted against him and
      incurred by him in such a capacity or arising out of his status as such, whether
      or not the Indemnitor would have the power to indemnify him against such
      liability under any provision of this agreement.

    


    8.           Entire
      Agreement.  This writing contains the entire agreement between the
      parties with respect to the matters set forth herein.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    9.           Gender.  When
      the term "he" or "him" is used in this agreement it shall be construed and
      is
      intended to include both the masculine and feminine genders.

    


    10.   Governing
      Law.  This agreement shall be construed under the laws of the
      State of West Virginia.

    


    11.           Benefit.  The
      benefit of this agreement and the obligations created hereby shall inure to
      and
      be binding upon the respective heirs, personal representatives, successors
      and
      assigns of the parties.

    


    IN
      WITNESS WHEREOF, the parties hereto
      have executed this Agreement all as of the day and year first above
      written.

    


     

    
      
        	 	
                INDEMNITOR:

              
	 	 
	 	 	
                PETROLEUM
                  DEVELOPMENT CORPORATION

              
	 	 	 	 
	 	 	
                a
                  Nevada Corporation

              
	 	 	 	 
	 	 	 	 
	
                (CORPORATE
                  SEAL)

              	 	 	 
	 	 	
                By

              
	 	 	 	 
	 	 	
                Its
                  President

              	
                 

              
	 	 	 	 
	 	
                INDEMNITEE:

              
	 	 
	 	 	 	
                (SEAL)

              


      

       

       

      -5-