ex10_12.htm


    
      
        

      
Exhibit 10.12

       

      Employment
Agreement

       

      This Employment Agreement (the
“Agreement”) is made and entered into this  31st day of December, 2008
by and between Petroleum Development Corporation, a Nevada Corporation (the
“Company”), and Barton R. Brookman ( “Brookman”).

       

      WHEREAS, the Company wishes to employ
Brookman as Senior Vice President of Exploration and Production and to perform
the duties and services incident to such position for the Company, and Brookman
wishes to be so employed by the Company, all upon the terms and conditions set
forth in this Agreement;

       

      NOW THEREFORE, in consideration of the
premises and mutual covenants and obligations set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and accepted, the parties hereto, intending to be legally bound,
agree as follows:

       

      
        	
                1.  

              	
                Effective Date and
      Term

              


      

       

      
        	
                a.  

              	
                Initial
      Term.  The effective date of this Agreement shall be
      January 1, 2008 (the “Effective Date”), and the initial term shall be for
      the period beginning on the Effective Date and ending December 31,
      2009.

              


      

       

      
        	
                b.  

              	
                Automatic
      Extensions.  The Term of this Agreement shall be extended
      for an additional 12 months beginning on December 31, 2008 and on each
      successive December 31 unless either party provides the other with at
      least thirty (30) days prior written notice, or unless the contract has
      been terminated by the parties in accordance with the provisions of
      Section 7 of this Agreement.  The period of time from the
      Effective Date until the Termination Date, as defined in Section 7.b.,
      shall be the “Term.”

              


      

       

      
        	
                2.  

              	
                Place of
      Employment

              


      

       

      The place
of employment shall be the Company’s offices in Denver, Colorado, unless
Brookman and the Company mutually agree to an alternative
location.  Brookman acknowledges that there may be substantial
business travel associated with Brookman’s position.

       

      
        	
                3.  

              	
                Position and
      Responsibilities

              


      

       

      
        	
                a.  

              	
                Position.  Brookman
      shall serve as Senior Vice President of Exploration and Production of the
      Company and shall initially report to the Chief Executive Officer of the
      Company (the “Chief Executive Officer”) and be under the general direction
      and control of the Chief Executive
Officer.

              


      

       

      
        	
                b.  

              	
                Responsibilities.  Brookman
      shall have obligations, duties, authority and power to do such acts as are
      customarily done by a person holding the same or an equivalent position in
      corporations of similar size to the Company.  Brookman shall
      perform such managerial duties and 

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   

                	
                  responsibilities
      for the Company as may be reasonably be assigned to him by the Chief
      Executive Officer and, at no additional compensation,  if
      requested, shall serve on the Board of Directors of the Company (the
      "Board") and in other such positions with any subsidiary corporation of
      the Company, or any partnership, limited liability company or other entity
      in which the Company has an interest (herein collectively called
      “Affiliates”), as the Chief Executive Officer may from time to time
      determine.

                


        

         

      

      
        	
                c.  

              	
                Dedication of
      Professional Services.  Brookman shall devote
      substantially all of Brookman’s business time, best efforts and attention
      to promote and advance the business of the Company and its Affiliates to
      perform diligently and faithfully all the duties, responsibilities and
      obligations of Brookman’s position with the Company.  Brookman
      shall not be employed in any other business activity, other than with the
      Company and its Affiliates, during the Term, whether or not such activity
      is pursued for gain, profit or other pecuniary advantage without approval
      by the Compensation Committee of the Board (the “Compensation Committee”);
      provided, however, that this restriction shall not be construed as
      preventing Brookman from investing Brookman’s personal assets in a
      business which does not compete with the Company or its Affiliates, where
      the form or manner of such investment will not require services of any
      significance on the part of Brookman in the operation of the affairs of
      the business in which such investment is made and in which Brookman’s
      participation is solely that of a passive
  investor.

              


      

       

      
        	
                d.  

              	
                Adherence to
      Standards.  Brookman shall comply with the written
      policies, standards, rules and regulations of the Company from time to
      time established for all employees or executive officers of the Company
      consistent with Brookman's position and level of
  authority.

              


      

       

      
        	
                e.  

              	
                Minimum Stock
      Ownership.  Brookman shall comply with the Company’s
      minimum stock ownership requirements for officers (other than the Chief
      Executive Officer) such requirements being that by the fifth anniversary
      of the date that Brookman became Senior Vice President of Exploration and
      Production and until Brookman’s Termination Date, Brookman shall maintain
      a minimum stock ownership equal to two times Brookman’s Base Salary, as
      defined in Section 4.a.

              


      

       

      
        	
                4.  

              	
                Compensation

              


      

       

      
        	
                a.  

              	
                Base
      Salary.  The Company shall pay Brookman an annual base
      salary of $250,000 (the “Base Salary”) commencing on the Effective Date
      and ending on the Termination Date.  The Base Salary shall be
      payable in accordance with the ordinary payroll practices of the
      Company.  The Base Salary shall be reviewed annually by the
      Compensation Committee and may be changed by the Compensation Committee in
      its sole discretion, 

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  taking
      into account the base salaries, aggregate annual cash compensation, and
      other compensation of individuals holding similar positions at other
      comparable companies, the performance of Brookman and the Company, and
      other relevant factors.

                


        

         

      

      
        	
                b.  

              	
                Succession-Related
      Grant.  On the date that Brookman assumes the position of
      Senior Vice President of Exploration and Production of the Company,
      Brookman will receive a one-time award of restricted stock equal in value
      to $250,000.  For this purpose, the value of the restricted
      stock will be determined by the Company’s compensation consultants and
      will be based on the average closing price of the stock of the Company for
      the month of December, 2007.  The restricted stock will vest at
      the rate of 20% for each complete year worked by Brookman under this
      Agreement, beginning from the Effective
Date.

              


      

       

      
        	
                c.  

              	
                Performance
      Bonus.  Brookman shall be eligible to earn an annual
      performance bonus (the “Bonus”) during the Term based on criteria
      established by the Compensation Committee in its sole discretion each
      year.

              


      

       

      
        	
                d.  

              	
                Special Restricted
      Stock Grant.  Brookman shall receive a grant of one
      thousand five hundred shares of restricted stock of the Company on January
      1, 2009.  The restricted stock will vest on January 1, 2010,
      provided Brookman is then in the employ of the
  Company.

              


      

       

      
        	
                e.  

              	
                Equity Compensation
      Grant.  As a long term incentive, on the Effective Date
      under the Company’s Long-Term Equity Compensation Plan, Brookman shall
      participate in any equity compensation program provided to all executive
      officers, based on criteria established by the Compensation Committee in
      its sole discretion each year.

              


      

       

      
        	
                f.  

              	
                Other
      Compensation.  Brookman shall continue to be eligible to
      participate in all other cash or stock compensation plans or programs
      maintained by the Company, as in effect from time to time, in which other
      senior executives of the Company are allowed to
    participate.

              


      

       

      
        	
                g.  

              	
                Recoupment of Certain
      Compensation.  If the Company has to restate all or a
      portion of its financial statements due to the material noncompliance of
      the Company with any financial reporting requirement under the securities
      laws, the Employee shall, for the affected years, reimburse the Company
      for any excess bonus paid to the Employee pursuant to Section
      4.c.  The reimbursements shall be equal to the difference
      between the bonus paid to him for the affected years and the bonus that
      would have been paid to the Employee had the financial results been
      properly reported. Such reimbursement shall be paid to the Company within
      ninety days after the Company notifies the Employee of the amount owed to
      the Company.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                5.  

              	
                Employee
      Benefits

              


      

       

      
        	
                a.  

              	
                Participation in
      Company Benefit Plans.  During the Term, the Company
      shall provide Brookman with coverage under all employee pension and
      welfare benefit programs, plans and practices commensurate with Brookman’s
      positions in the Company and to the extent permitted under the respective
      employee benefit plan.

              


      

       

      
        	
                b.  

              	
                Vacation.  Brookman
      will be entitled to four (4) weeks of paid vacation in each calendar year,
      to be taken at such times as is reasonably determined by Brookman to be
      consistent with Brookman’s responsibilities under this Agreement and the
      Company’s vacation policy applicable to all
  employees.

              


      

       

      
        	
                c.  

              	
                Automobile.  During
      the Term, Brookman shall be entitled to an annual automobile allowance as
      approved by the Compensation Committee and updated from time to time at
      its discretion.

              


      

       

      
        	
                6.  

              	
                Restrictive
      Covenants

              


      

       

      
        	
                a.  

              	
                Confidential
      Information.  Brookman hereby acknowledges that in
      connection with Brookman’s employment by the Company, Brookman will be
      exposed to and may obtain certain Confidential Information (as defined
      below) (including, without limitation, procedures, memoranda, notes,
      records and customer and supplier lists whether such information has been
      or is made, developed or compiled by Brookman or otherwise has been or is
      made available to him) regarding the business and operations of the
      Company and its subsidiaries or affiliates.  Brookman further
      acknowledges that such Confidential Information is unique, valuable,
      considered trade secrets and deemed proprietary by the
      Company.  For purposes of the Agreement, “Confidential
      Information” includes, without limitation, any information heretofore or
      hereafter acquired, developed or used by any of the Company or their
      direct or indirect subsidiaries relating to Business Opportunities or
      Intellectual Property or other geological, geophysical, economic,
      financial or management aspects of the business, operations, properties or
      prospects of the Company or their direct or indirect subsidiaries, whether
      oral or in written form (including electronic).  Brookman agrees
      that all Confidential Information is and will remain the property of the
      Company or their direct or indirect subsidiaries, as the case may
      be.  Brookman further agrees, except for disclosures occurring
      in the good faith performance of Brookman’s duties for the Company or
      their direct or indirect subsidiaries, during the Term and for a period of
      three (3) years after the Termination Date, to hold in the strictest
      confidence all Confidential Information, and not to, directly or
      indirectly, duplicate, sell, use, lease, commercialize, disclose or
      otherwise divulge to any person or entity any portion of the Confidential
      Information or use any Confidential Information, directly or
    

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  indirectly,
      for Brookman’s own benefit or profit or allow any person, entity or third
      party, other than the Company or their direct or indirect subsidiaries and
      authorized executives of the same, to use or otherwise gain access to any
      Confidential Information.  Brookman will have no obligation
      under this Agreement with respect to any information that becomes
      generally available to the public other than as a result of a disclosure
      by Brookman or Brookman’s agent or other representative or becomes
      available to Brookman on a non-confidential basis from a source other than
      the Company or their direct or indirect subsidiaries.  Further,
      Brookman will have no obligation under this Agreement to keep confidential
      any of the Confidential Information to the extent that a disclosure of it
      is required by law or is consented to by the Company; provided, however,
      that if and when such a disclosure is required by law, Brookman promptly
      will provide the Company with notice of such requirement, so that the
      Company may seek an appropriate protective
  order.

                


        

         

      

       

      
        	
                b.  

              	
                Return of
      Property.  Brookman agrees to deliver promptly to the
      Company, upon termination of Brookman’s employment hereunder, or at any
      other time when the Company so requests, all documents and property
      relating to the business of the Company or their direct or indirect
      subsidiaries, including without limitation: all geological and geophysical
      reports and related data such as maps, charts, logs, seismographs, seismic
      records and other reports and related data, calculations, summaries,
      memoranda and opinions relating to the foregoing, production records,
      electric logs, core data, pressure data, lease files, well files and
      records, land files, abstracts, title opinions, title or curative matters,
      contract files, notes, records, drawings, manuals, correspondence,
      financial and accounting information, customer lists, statistical data and
      compilations, patents, copyrights, trademarks, trade names, inventions,
      formulae, methods, processes, agreements, contracts, manuals, electronic
      data,  or any documents,  whether written or digital
      and whether prepared or compiled by Brookman or furnished to Brookman
      during the Term, relating to the business of the Company or their direct
      or indirect subsidiaries and all copies thereof and therefrom; provided,
      however, that Brookman will be permitted to retain copies of any documents
      or materials of a personal nature or otherwise related to Brookman’s
      rights under this Agreement. The aforementioned materials include
      materials on Brookman’s personal computers, which materials shall be
      destroyed in a manner satisfactory to the
  Company.

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                c.  

              	
                Non-Compete
      Obligations.

              


      

       

      
        	
                (i)  

              	
                Non-Compete
      Obligations During Employment Term.  Brookman agrees that during
      the Term:

              


      

       

      
        	
                (A)  

              	
                Brookman
      will not, other than through the Company, engage or participate in any
      manner, whether directly or indirectly through any family member or as an
      employee, employer, consultant, agent, principal, partner, more than one
      percent shareholder, officer, director, licensor, lender, lessor or in any
      other individual or representative capacity, in any business or activity
      which is engaged in leasing, acquiring, exploring, producing, gathering or
      marketing hydrocarbons and related products; provided that the foregoing
      shall not be deemed to restrain the participation by Brookman’s spouse in
      any capacity set forth above in any business or activity engaged in any
      such activity and provided further that the Company may, in good faith,
      take such reasonable action with respect to Brookman’s performance of
      Brookman’s duties, responsibilities and authorities as set forth in this
      Agreement as it deems necessary and appropriate to protect its legitimate
      business interests with respect to any actual or apparent conflict of
      interest reasonably arising from or out of the participation by Brookman’s
      spouse in any such competitive business or activity;
  and

              


      

       

      
        	
                (B)  

              	
                all
      investments made by Brookman (whether in Brookman’s own name or in the
      name of any family members or other nominees or made by Brookman’s
      controlled affiliates), which relate to the leasing, acquisition,
      exploration, production, gathering or marketing of hydrocarbons and
      related products will be made solely through the Company; and Brookman
      will not (directly or indirectly through any family members or other
      persons), and will not permit any of Brookman’s controlled affiliates to:
      (1) invest or otherwise participate alongside the Company or its direct or
      indirect subsidiaries in any Business Opportunities, or (2) invest or
      otherwise participate in any business or activity relating to a Business
      Opportunity, regardless of whether any of the Company or its direct or
      indirect subsidiaries ultimately participates in such business or
      activity, in either case, except through the
      Company.  Notwithstanding the foregoing, nothing in this Section
      6 shall be deemed to prohibit Brookman or any family member from owning,
      or otherwise having an interest in, less than one percent (1%) of any
      publicly-

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
         

        
          	
                	
                  owned
      entity or three percent (3%) or less of any private equity fund or similar
      investment fund that invests in any business or activity engaged in any of
      the activities set forth above, provided that Brookman has no active role
      with respect to any investment by such fund in any
  entity.

                


        

         

      

       

       

      
        	
                (ii)  

              	
                Non-Compete
      Obligations After Termination Date.  Brookman agrees that
      Brookman will not engage or participate in any manner, whether directly or
      indirectly through any family member or other person or as an employee,
      employer, consultant, agent principal, partner, more than one percent
      shareholder, officer, director, licensor, lender, lessor or in any other
      individual or representative
capacity:

              


      

       

      
        	
                (A)  

              	
                during
      the one-year period following the Termination Date, in any business or
      activity which is engaged in leasing, acquiring, exploring, producing,
      gathering or marketing hydrocarbons and related products within (1) any
      county or parish in which the Company owns any oil and gas interests or
      conducts operations on the Termination Date or in which the Company has
      owned any oil and gas interests or conducted operations at any time during
      the six months immediately preceding the Termination Date or
      (2)  any county or parish adjacent to any county or parish
      described in clause (1); and

              


      

       

      
        	
                (B)  

              	
                during
      the two-year period following the Termination Date, in any business or
      activity which is in direct competition with the business of the Company
      or its direct or indirect subsidiaries in the leasing, acquiring,
      exploring, producing, gathering or marketing of hydrocarbons and related
      products within the boundaries of, or within a two-mile radius of the
      boundaries of, any mineral property interest of any of the Company or its
      direct or indirect subsidiaries (including, without limitation, a mineral
      lease, overriding royalty interest, production payment, net profits
      interest, mineral fee interest or option or right to acquire any of the
      foregoing, or an area of mutual interest as designated pursuant to
      contractual agreements between the Company and any third party) or any
      other property on which any of the Company or its direct or indirect
      subsidiaries has an option, right, license or authority to conduct or
      direct exploratory activities, such as three-dimensional seismic
      acquisition or other seismic, geophysical and geochemical activities (but
      not including any preliminary geological mapping), as of the Termination
      Date or as of the end of the six-month period following such Termination
      Date; 

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                   provided
      that, this subsection (ii) will not preclude Brookman from making
      investments in securities of oil and gas companies which are registered on
      a national stock exchange, if the aggregate amount owned by Brookman and
      all family members and affiliates does not exceed 5% of such company’s
      outstanding securities.

                


        

         

      

      
        	
                (iii)  

              	
                Notwithstanding
      the foregoing, nothing in this Section 6.c. shall be deemed to restrain
      the participation by Brookman’s spouse in any capacity set forth above in
      any business or activity described
above.

              


      

       

      
        	
                d.  

              	
                Non-Solicitation.  During
      the Term and for a period of twenty-four (24) months after the Termination
      Date, Brookman will not, whether for Brookman’s own account or for the
      account of any other person (other than the Company or its direct or
      indirect subsidiaries), intentionally solicit, endeavor to entice away
      from the Company or its direct or indirect subsidiaries, or otherwise
      interfere with the relationship of the Company or its direct or indirect
      subsidiaries with, (i) any person who is employed by the Company or its
      direct or indirect subsidiaries (including any independent sales
      representatives or organizations), or (ii) any client or customer of the
      Company or its direct or indirect
subsidiaries.

              


      

       

      
        	
                e.  

              	
                Assignment of
      Developments.  Brookman assigns and agrees to assign
      without further compensation to the Company and its successors, assigns or
      designees, all of Brookman’s right, title and interest in and to all
      Business Opportunities and Intellectual Property (as those terms are
      defined below), and further acknowledges and agrees that all Business
      Opportunities and Intellectual Property constitute the exclusive property
      of the Company.

              


      

       

      For
purposes of this Agreement, “Business Opportunities” means all business ideas,
prospects, proposals or other opportunities pertaining to the lease,
acquisition, exploration, production, gathering or marketing of hydrocarbons and
related products and the exploration potential of geographical areas on which
hydrocarbon exploration prospects are located, which are developed by Brookman
during the Term, or originated by any third party and brought to the attention
of Brookman during the Term, together with information relating thereto
(including, without limitation, geological and seismic data and interpretations
thereof, whether in the form of maps, charts, logs, seismographs, calculations,
summaries, memoranda, opinions or other written or charted means).

       

      For
purposes of this Agreement, “Intellectual Property” shall mean all ideas,
inventions, discoveries, processes, designs, methods, substances, articles,
computer programs and improvements (including, without limitation, enhancements
to, or further interpretation or processing of, 

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      information
that was in the possession of Brookman prior to the date of this Agreement),
whether or not patentable or copyrightable, which do not fall within the
definition of Business Opportunities, which Brookman discovers, conceives,
invents, creates or develops, alone or with others, during the Term, if such
discovery, conception, invention, creation or development (i) occurs in the
course of Brookman’s employment with the Company, or (ii) occurs with the use of
any of the time, materials or facilities of the Company or its direct or
indirect subsidiaries, or (iii) in the good faith judgment of the Board, relates
or pertains in any material way to the purposes, activities or affairs of the
Company or its direct or indirect subsidiaries.

       

      
        	
                f.  

              	
                Injunctive
      Relief.  Brookman acknowledges that a breach of any of
      the covenants contained in this Section 6 may result in material,
      irreparable injury to the Company for which there is no adequate remedy at
      law, that it will not be possible to measure damages for such injuries
      precisely and that, in the event of such a breach or threat of breach, the
      Company will be entitled to obtain a temporary restraining order and/or a
      preliminary or permanent injunction restraining Brookman from engaging in
      activities prohibited by this Section 6 or such other relief as may be
      required to specifically enforce any of the covenants in this Section
      6.  To the extent that the Company seeks a temporary restraining
      order (but not a preliminary or permanent injunction), Brookman agrees
      that a temporary restraining order may be obtained ex
    parte.

              


      

       

      
        	
                g.  

              	
                Adjustment of
      Covenants.  The parties consider the covenants and
      restrictions contained in this Section 6 to be
      reasonable.  However, if and when any such covenant or
      restriction is found to be void or unenforceable and would have been valid
      had some part of it been deleted or had its scope of application been
      modified, such covenant or restriction will be deemed to have been applied
      with such modification as would be necessary and consistent with the
      intent of the parties to have made it valid, enforceable and
      effective.

              


      

       

      
        	
                h.  

              	
                Forfeiture
      Provision.

              


      

       

      
        	
                (i)  

              	
                Detrimental
      Activities.  If Brookman engages in any activity that
      violates any covenant or restriction contained in this Section 6, in
      addition to any other remedy the Company may have at law or in equity, (A)
      Brookman will be entitled to no further payments or benefits from the
      Company under this Agreement or otherwise, except for any payments or
      benefits required to be made or provided under applicable law, (B) all
      unexercised stock options, restricted stock and other forms of equity
      compensation held by or credited to Brookman will terminate effective as
      of the date on which Brookman engages in that activity, unless terminated
      sooner by operation of another term or condition of this Agreement or
      

              


      

       

      
         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  other
      applicable plans and agreements, and (C) any exercise, payment or delivery
      pursuant to any equity compensation award that occurred within one year
      prior to the date on which Brookman engages in that activity may be
      rescinded within one year after the first date that a majority of the
      members of the Board first became aware that Brookman engaged in that
      activity.  In the event of any such rescission, Brookman will
      pay to the Company the amount of any gain realized or payment received as
      a result of the rescinded exercise, payment or delivery, in such manner
      and on such terms and conditions as may be
  required.

                


        

         

      

      
        	
                (ii)  

              	
                Right of
      Set-Off.  Brookman consents to a deduction from any
      amounts the Company owes Brookman from time to time (including amounts
      owed as wages or other compensation, fringe benefits, or vacation pay, as
      well as any other amounts owed to Brookman by the Company), to the extent
      of the amounts Brookman owes the Company under Section 6
      above.  Whether or not the Company elects to make any set-off in
      whole or in part, if the Company does not recover by means of set-off the
      full amount Brookman owes, calculated as set forth above, Brookman agrees
      to pay immediately the unpaid balance to the Company.  In the
      discretion of the Board, reasonable interest may be assessed on the
      amounts owed, calculated from the later of (A) the date Brookman engages
      in the prohibited activity and (B) the applicable date of exercise,
      payment or delivery.

              


      

       

      
        	
                7.  

              	
                Termination of the
      Agreement

              


      

       

      
        	
                a.  

              	
                Notice of
      Termination.  Either Brookman or the Board may terminate
      this Agreement at any time and in Brookman’s or their sole discretion upon
      no less than thirty (30) days written Notice of Termination to the other
      party.  "Notice of Termination" shall mean a written notice
      which shall indicate the specified termination provision in this Agreement
      relied upon (Section 7.c., Section 7.d., Section 7.e., Section 7.f.,
      Section 7.g. or Section 7.h.) and shall set forth in reasonable detail the
      facts and circumstances claimed to provide a basis for termination of
      Brookman's employment under the provision so indicated; provided, however,
      no such purported termination shall be effective without such Notice of
      Termination; provided further, however, any purported termination by the
      Company or by Brookman shall be communicated by a Notice of Termination to
      the other party hereto in accordance with  Section 8 (“Notices”)
      of this Agreement.

              


      

       

      
        	
                b.  

              	
                Termination
      Date.  The “Termination Date” shall mean the date
      specified in the Notice of Termination. The Termination Date shall not be
      less than thirty (30) days after the date such Notice of Termination is
      given.

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                c.  

              	
                Termination by the
      Company for Just Cause.

              


      

       

      
        	
                (i)  

              	
                The
      Company may terminate Brookman for “Just Cause” (as defined in Section
      7.c.ii), provided that the Company
shall:

              


      

       

      
        	
                (A)  

              	
                Give
      Brookman Notice of Termination as specified in Section 7.a.,
      and

              


      

       

      
        	
                (B)  

              	
                Pay
      Brookman, within thirty (30) days after this Termination Date, Brookman’s
      Base Salary through the Termination Date at the rate in effect at the time
      the Notice of Termination is given plus a good faith estimate by the
      Company of any unpaid Bonus (in full for any completed annual period and
      prorated for months completed in the current annual period), incentive,
      deferred, retirement or other compensation, and provide any other
      benefits, which have been earned or become payable as of the Termination
      Date, pursuant to the terms of this or any other agreement, or
      compensation or benefit plan, but which have not yet been paid or
      provided.

              


      

       

      
        	
                (ii)  

              	
                For
      purposes of this Agreement “Just Cause” shall be a reasonable
      determination of the Board that
Brookman:

              


      

       

      
        	
                (A)  

              	
                Failed
      to substantially perform Brookman’s duties with the Company (other than a
      failure resulting from Brookman’s incapacity due to physical or mental
      illness) after a written demand for substantial performance has been
      delivered to him by the Board, which demand specifically identifies the
      manner in which the Board believes Brookman has not substantially
      performed Brookman’s duties, and Brookman has failed to cure such
      deficiency within thirty (30) days of the receipt of such
      notice;

              


      

       

      
        	
                (B)  

              	
                Has
      engaged in conduct the consequences of which are materially adverse to the
      Company, monetarily or otherwise;

              


      

       

      
        	
                (C)  

              	
                Has
      pleaded guilty to or been convicted of a felony or a crime involving moral
      turpitude or dishonesty; or

              


      

       

      
        	
                (D)  

              	
                Has
      materially breached the terms of this
Agreement.

              


      

       

      
        	
                (E)  

              	
                Following
      a Change in Control, Subsection (A) above shall be deleted from this
      definition of “Just Cause”.

              


      

       

      
        	
                d.  

              	
                Termination by the
      Company Without Just Cause.  In the event the Company
      terminates this Agreement prior to its expiration (including
    

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  extensions
      as provided in Section 1.b) for any reason other than for Just Cause or
      the death or Disability (as defined in Section 7.e.) of Brookman, the
      Company shall:

                


        

         

      

      
        	
                (i)  

              	
                Pay
      to Brookman within thirty (30) days after the Termination Date, a lump sum
      severance payment equal to two times the sum
of:

              


      

       

      
        	
                (A)  

              	
                Brookman’s
      highest Base Salary during the previous two years of employment
      immediately preceding the Termination Date,
plus

              


      

       

      
        	
                (B)  

              	
                the
      highest Bonus paid to Brookman during the same two-year
      period,

              


      

       

      
        	
                (ii)  

              	
                Pay
      to Brookman any unpaid expense reimbursement upon presentation by Brookman
      of an accounting of such expenses in accordance with normal Company
      practices, but no later than March 15 of the year following the year of
      termination,

              


      

       

      
        	
                (iii)  

              	
                Vest
      any unvested Company stock options or restricted stock (excluding LTIP
      shares under the Company’s Long-Term Incentive
  Plan),

              


      

       

      
        	
                (iv)  

              	
                Make
      any other payments or provide any benefits earned under this or any other
      employment agreement or plan, including the Company’s Long-Term Incentive
      Plan (including LTIP shares under the Company’s Long-Term Incentive Plan),
      and

              


      

       

      
        	
                (v)  

              	
                Continue
      coverage of Brookman and any dependents covered at the time of termination
      under the Company’s group health plans at the Company’s cost throughout
      the period of time that Brookman is eligible for federal COBRA health
      continuation coverage.

              


      

       

      
        	
                e.  

              	
                Termination in the
      Event of Death or Disability.  This Agreement shall
      terminate in the event of the death of Brookman or may be terminated by
      the Company in the event of a Disability (as hereinafter defined) of
      Brookman upon proper notification to Brookman (or Brookman’s estate in the
      event of Brookman’s death), provided the Company shall pay to Brookman (or
      to the estate of Brookman in the event of termination due to the death of
      Brookman) the Base Salary described in Section 4.a. of this Agreement
      which would have been earned for six (6) months after the Termination
      Date.  The benefits provided under this Section 7.e. shall be no
      less favorable to Brookman in terms of amounts, deductibles and costs to
      him, if any, than such benefits provided by the Company to him and shall
      not be interpreted so as to limit any benefits to which Brookman, as a
      terminated employee of the Company, or Brookman’s family may be entitled
      under the Company’s life insurance, medical, hospitalization or
      

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  disability
      plans following Brookman’s Termination Date or under applicable law, and
      any other benefits or payments earned by Brookman under Brookman’s or any
      other agreement or plan.  “Disability” means the inability of
      Brookman to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment that can be expected
      to result in death or can be expected to last for a continuous period of
      not less than twelve (12) months, as provided in Internal Revenue Code
      Section 409A(a)(2)(C) and Treas. Reg. § 1.409A-3(i)(4).  All
      amounts payable under this Section 7.e. shall be paid in a lump-sum as
      soon as practicable, but in no event later than two-and-one-half (2-1/2)
      months following the close of the calendar year in which the death or
      Disability occurred.

                


        

         

      

      
        	
                f.  

              	
                Termination by
      Brookman for Good Reason.

              


      

       

      
        	
                (i)  

              	
                In
      the event Brookman terminate this Agreement for Good Reason (as defined in
      Section 7.f.ii), provided such Brookman’s termination occurs within ninety
      days of the Good Reason, the Company
shall:

              


      

       

      
        	
                (A)  

              	
                Pay
      to Brookman within thirty (30) days after the Termination  Date,
      a lump sum severance payment equal to two times the sum
  of:

              


      

       

      
        	
                1.  

              	
                Brookman’s
      highest Base Salary during the previous two years of employment
      immediately preceding the Termination Date,
plus

              


      

       

      
        	
                2.  

              	
                the
      highest Bonus paid to Brookman during the same two-year
      period,

              


      

       

      
        	
                (B)  

              	
                Pay
      to Brookman any unpaid expense reimbursement upon presentation by Brookman
      of an accounting of such expenses in accordance with normal Company
      practices, but no later than March 15 of the year following the year of
      termination,

              


      

       

      
        	
                (C)  

              	
                Vest
      any unvested Company stock options or restricted stock (excluding LTIP
      shares under the Company’s Long-Term Incentive
  Plan),

              


      

       

      
        	
                (D)  

              	
                Make
      any other payments or provide any benefits earned under this or any other
      employment agreement or plan, including the Company’s Long-Term Incentive
      Plan (including LTIP shares under the Company’s Long-Term Incentive Plan),
      and

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                (E)  

              	
                Continue
      coverage of Brookman and any dependents covered at the time of termination
      under the Company’s group health plans at the Company’s cost throughout
      the period of time that Brookman is eligible for federal COBRA health
      continuation coverage.

              


      

       

      
        	
                (ii)  

              	
                "Good
      Reason" shall mean the occurrence of any of the following events without
      Brookman's prior express written
consent:

              


      

       

      
        	
                (A)  

              	
                A
      material diminution in Brookman’s Base
Salary;

              


      

       

      
        	
                (B)  

              	
                A
      material diminution in reward opportunities under the annual
      Bonus;

              


      

       

      
        	
                (C)  

              	
                Any
      other action or inaction that constitutes a material breach by the Company
      of this Agreement.

              


      

       

      Brookman
must provide notice to the Company of the condition described in paragraphs
(A)-(C) of this section within ninety (90) days, upon the notice of which the
Company will have a period of thirty (30) days during which it may remedy the
condition and not be required to pay the amount.

       

      
        	
                g.  

              	
                Termination by
      Brookman for other than Good Reason.  Brookman may
      terminate this Agreement for other than Good Reason upon proper Notice of
      Termination as provided in Section 7.a.  In such event the
      Company shall pay to Brookman:

              


      

       

      
        	
                (i)  

              	
                Within
      thirty (30) days after Brookman’s Termination Date, in a lump-sum, the
      compensation provided in Section 4 at the rate in effect at the time of
      the Notice of Termination. If Brookman’s termination occurs prior to the
      end of the year, Brookman shall not be entitled to any Bonus for the
      year;

              


      

       

      
        	
                (ii)  

              	
                Any
      incentive, deferred or other compensation which has been earned or has
      become payable pursuant to the terms of this or any other agreement or
      compensation or benefit plan as of the Termination Date, but which has not
      yet been paid, provided such payments shall be made under the schedule
      originally contemplated in the agreement under which they were granted,
      but if no such payment schedule is provided, the payments shall be made no
      later than March 15 of the year following the year of
      termination;

              


      

       

      
        	
                (iii)  

              	
                Any
      unpaid expense reimbursement upon presentation by Brookman of an
      accounting of such expenses in accordance with


              


      

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  normal
      Company practices, but not later than March 15 of the year following the
      year of termination; and

                


        

         

      

      
        	
                (iv)  

              	
                Any
      other payments for benefits earned under this Agreement, which shall in no
      event be paid later than March 15 of the year following the year of
      termination.

              


      

       

      
        	
                h.  

              	
                Termination following
      Change of Control.

              


      

       

      
        	
                (i)  

              	
                If
      either (1) the Company terminates Brookman’s employment within two years
      following a Change of Control of the Company (as defined in Section
      7.h.ii.) or (2)  Brookman gives notice to the Company of
      termination of this Agreement during the thirty (30) day period beginning
      one hundred twenty  (120) days immediately following a Change in
      Control, then the Company shall:

              


      

       

      
        	
                (A)  

              	
                Pay
      to Brookman within thirty (30) days after the Termination Date, a lump sum
      severance payment equal to three times the sum
  of:

              


      

       

      
        	
                1.  

              	
                Brookman’s
      highest Base Salary during the previous two years of employment
      immediately preceding the Termination Date,
plus

              


      

       

      
        	
                2.  

              	
                the
      highest Bonus paid to Brookman during the same two-year
      period.

              


      

       

      
        	
                (B)  

              	
                Pay
      to Brookman any unpaid expense reimbursement upon presentation by Brookman
      of an accounting of such expenses in accordance with normal Company
      practices, but no later than March 15 of the year following the year of
      termination,

              


      

       

      
        	
                (C)  

              	
                Vest
      any unvested Company stock options or restricted stock (excluding LTIP
      shares under the Company’s Long-Term Incentive
  Plan),

              


      

       

      
        	
                (D)  

              	
                Make
      any other payments or provide any benefits earned under this or any other
      employment agreement or plan, including the Company’s Long-Term Incentive
      Plan (including LTIP shares under the Company’s Long-Term Incentive Plan),
      and

              


      

       

      
        	
                (E)  

              	
                Continue
      coverage of Brookman and any dependents covered at the time of termination
      under the Company’s group health plans at the Company’s cost throughout
      the period of time that Brookman is eligible for federal COBRA health
      continuation coverage.

              


      

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                (ii)  

              	
                "Change
      of Control" of the Company shall occur on the earliest of the following
      events:

              


      

       

      
        	
                (A)  

              	
                Change
      in Ownership: A change in ownership of the Company occurs on the date that
      any one person, or more than one person acting as a group, acquires
      ownership of stock of the Company that, together with stock held by such
      person or group, constitutes more than 50% of the total fair market value
      or total voting power of the stock of the Company, excluding the
      acquisition of additional stock by a person or more than one person acting
      as a group who is considered to own more than 50% of the total fair market
      value or total voting power of the stock of the
  Company.

              


      

       

      
        	
                (B)  

              	
                Change
      in Effective Control: A change in effective control of the Company occurs
      on the date that either:

              


      

       

      
        	
                1.  

              	
                Any
      one person, or more than one person acting as a group, acquires (or has
      acquired during the l2-month period ending on the date of the most recent
      acquisition by such person or persons) ownership of stock of the Company
      possessing 35% or more of the total voting power of the stock of the
      Company; or

              


      

       

      
        	
                2.  

              	
                A
      majority of the members of the Board of Directors of the Company (the
      “Board”) is replaced during any l2-month period by directors whose
      appointment or election is not endorsed by a majority of the members of
      the board of directors prior to the date of the appointment or election;
      provided, that this paragraph (b) shall apply only to the Company if no
      other corporation is a majority
shareholder.

              


      

       

      
        	
                (C)  

              	
                Change
      in Ownership of Substantial Assets: A change in the ownership of a
      substantial portion of the Company's assets occurs on the date that any
      one person, or more than one person acting as a group, acquires (or has
      acquired during the l2-month period ending on the date of the most recent
      acquisition by such person or persons) assets from the Company that have a
      total gross fair market value equal to or more than 40% of the total gross
      fair market value of the assets of the Company immediately prior to such
      acquisition or acquisitions. For this purpose, “gross fair market value”
      means the value of the assets of the Company, or the value of the assets
      being disposed of, 

              


      

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  determined
      without regard to any liabilities associated with such
    assets.

                


        

         

      

      It is the
intent that this definition be construed consistent with the definition of
“Change of Control” as defined under Internal Revenue Code Section 409A and the
applicable Treasury Regulations, as amended from time to time.

       

      
        	
                i.  

              	
                Internal Revenue Code
      Section 409A Compliance.

              


      

       

      Except
with respect to amounts paid pursuant to a schedule in a plan or arrangement
outside of this Agreement, it is intended that amounts payable under this
Section 7 not be considered non-qualified deferred compensation subject to
Internal Revenue Code Section 409A.  Brookman is a Specified Employee
under Internal Revenue Code Section 409A, therefore, to the extent such amounts
are considered non-qualified deferred compensation payable upon a separation
from service under Internal Revenue Code Section 409A, payment of those amounts
so deferred under Internal Revenue Code Section 409A may not be made until at
least six (6) months following Brookman’s separation from service of the Company
(or, if earlier, the date of death of Brookman).

       

      
        	
                j.  

              	
                Release.  Prior
      to the payment by the Company of the amounts due under subsections (d),
      (f) or (h) above, Employee shall execute the release attached hereto as
      Exhibit A.

              


      

       

      
        	
                8.  

              	
                Notices. For the purposes of this Agreement, notices and
      all other communications provided for in the Agreement shall be in writing
      and shall be deemed to have been duly given when personally delivered, by
      facsimile transmission or sent by certified mail, return receipt
      requested, postage prepaid, or by expedited  (overnight) courier
      with established national reputation, shipping prepaid or billed to
      sender, in either case addressed to the respective addresses last given by
      each party to the other  (provided that all notices to the
      Company shall be directed to the attention of the Secretary of the Company
      ) or to such other address as either party may have
      furnished  to the other in
      writing  in  accordance  herewith.  All
      notices and communication shall be deemed to have been received on the
      date of delivery thereof, or on the second day after deposit thereof with
      an expedited courier service, except that notice of change of address
      shall be effective only upon
receipt.

              


      

       

      
        
          	 	
                  Company
      at:

                	 
      	
                  Petroleum
      Development Corporation

                
	 	 
      	 
      	
                  120
      Genesis Boulevard

                
	 	 
      	 
      	
                  P.O.
      Box 26

                
	 	 
      	 
      	
                  Bridgeport
      WV 26330

                
	
                   

                	 
      	 
      	 
      
	 	
                  Brookman
      at:

                	 
      	
                  Barton
      R. Brookman

                
	 	 
      	 
      	
                  6125
      Maroon Peak Place

                
	 	 
      	 
      	
                  Castle
      Rock, CO 80108

                


        

      

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
 

      
        	
                9.  

              	
                Life
      Insurance.  The Company may, at any time after the
      execution of this Agreement, maintain any outstanding life insurance
      policies and apply for and procure as owner and for its own benefit new
      life insurance on Brookman, in such amounts and in such form or forms as
      the Company may determine.  Brookman shall, at the request of
      the Company, submit to such medical examinations, supply such information,
      and execute such documents as may be required by the insurance company or
      companies to whom the Company has applied for such
      insurance.  Brookman hereby represents that to Brookman’s
      knowledge Brookman is in excellent physical and mental
      condition.

              


      

       

      
        	
                10.  

              	
                Successors.
      This Agreement shall be binding on the Company and any successor to any of
      its businesses or assets.  Without limiting the effect of the
      prior sentence, the Company shall use its best efforts to require any
      successor or assign (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be required to perform it if no such succession or assignment had taken
      place. As used in this Agreement, "Company" shall mean the Company as
      hereinbefore defined and any successor or assign to its business and/or
      assets as aforesaid which assumes and agrees to perform this Agreement or
      which is otherwise obligated under this Agreement by the first sentence of
      this Section, entitled Successors, by operation of law or
      otherwise.

              


      

       

      
        	
                11.  

              	
                Binding
      Effect.  This Agreement shall inure to the benefit of and
      be enforceable by Brookman's personal and legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees.  If Brookman should die while any amounts would still
      be payable to him hereunder if Brookman had continued to live, all such
      amounts, unless otherwise provided herein, shall be paid in accordance
      with the terms of this Agreement to Brookman's
  estate.

              


      

       

      
        	
                12.  

              	
                Integration,
      Modification and Waiver.  This Agreement constitutes the
      sole employment agreement between the parties, and any prior employment
      agreement, written or oral, is terminated.  No provision of this
      Agreement may be modified, waived or discharged unless such waiver,
      modification or discharge is agreed to in writing and signed by Brookman
      and such officer of the Company as may be specifically designated by the
      Board.  No waiver by either party hereto at any time of any
      breach by the other party hereto of, or compliance with, any condition or
      provision of this Agreement to be performed by such other party shall be
      deemed a waiver of similar or dissimilar provisions or conditions at the
      same or at any prior or subsequent
time.

              


      

       

      
        	
                13.  

              	
                Headings.  Headings
      used in this Agreement are for convenience only and shall not be used to
      interpret or construe its
provisions.

              


      

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                14.  

              	
                Waiver of
      Breach.  The waiver of either the Company or Brookman of
      a breach of any provision of this Agreement shall not operate or be
      construed as a waiver of any subsequent breach by either the Company or
      Brookman.

              


      

       

      
        	
                15.  

              	
                Amendments.  No
      amendments or variations of the terms and conditions of this Agreement
      shall be valid unless the same is in writing and signed by all of the
      parties hereto.

              


      

       

      
        	
                16.  

              	
                Survival of
      Obligations.  The provisions of Section 6 of this
      Agreement shall continue to be binding upon Brookman and Company in
      accordance with their terms, notwithstanding the termination of Brookman’s
      employment with the Company for any reason or the expiration of this
      Agreement.

              


      

       

      
        	
                17.  

              	
                Severability.  The
      invalidity or unenforceability of any provision of this Agreement, whether
      in whole or in part, shall not in any way affect the validity and/or
      enforceability of any other provision contained herein.  Any
      invalid or unenforceable provision shall be deemed severable to the extent
      of any such invalidity or unenforceability.  It is expressly
      understood and agreed that while the Company and Brookman consider the
      restrictions contained in this Agreement reasonable for the purpose of
      preserving for the Company the good will, other proprietary rights and
      intangible business value of the Company, if a final judicial
      determination is made by a court having jurisdiction that the time or
      territory or any other restriction contained in this Agreement is an
      unreasonable or otherwise unenforceable restriction against Brookman, the
      provisions of such clause shall not be rendered void but shall be deemed
      amended to apply as to maximum time and territory and to such other extent
      as such court may judicially determine or indicate to be
      reasonable.

              


      

       

      
        	
                18.  

              	
                Governing
      Law.  This Agreement shall be construed and enforced
      pursuant to the laws of the Commonwealth of Pennsylvania, without giving
      effect to its conflict of laws.

              


      

       

      
        	
                19.  

              	
                Executive Officer
      Status.  Brookman acknowledges that Brookman may be
      deemed to be an "executive officer" of the Company for purposes of the
      Securities Act of 1933, as amended (the "1933 Act"), and the Securities
      Exchange Act of 1934, as amended (the "1934 Act") and, if so, Brookman
      shall comply in all respects with all the rules and regulations under the
      1933 Act and the 1934 Act applicable to him in a timely and non-delinquent
      manner. In order to assist the Company in complying with its obligations
      under the 1933 Act and 1934 Act, Brookman shall provide to the Company
      such information about Brookman as the Company shall reasonably request
      including, but not limited to, information relating to personal history
      and stockholdings.  Brookman shall immediately report to the
      General Counsel of the Company or other designated officer of the Company
      all changes in beneficial ownership of any shares of the Company Common
      Stock deemed to be beneficially owned by Brookman and/or any members of
      Brookman's immediate family.

              


      

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                20.  

              	
                Pronouns.  All
      pronouns and any variations thereof shall be deemed to refer to the
      masculine, feminine, neuter, singular, or plural, as the identity of the
      person or entity may require. As used in this Agreement: (1) words of the
      masculine gender shall mean and include corresponding neuter words or
      words of the feminine gender, (2) words in the singular shall mean and
      include the plural and vice versa, and (3) the word "may" gives sole
      discretion without any obligation to take any
  action.

              


      

       

      
        	
                21.  

              	
                Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed to be an original, but all of which together shall constitute
      but one document.

              


      

       

      
        	
                22.  

              	
                Exhibits.  Any
      Exhibits attached hereto are incorporated herein by reference and are an
      integral part of this Agreement.

              


      

       

      
        	
                23.  

              	
                Withholding of
      Taxes. The Company will withhold from any amounts payable under the
      Agreement, all federal, state, local or other taxes as legally will be
      required to be withheld.

              


      

       

      
        	
                24.  

              	
                Consent to
      Jurisdiction and Service of
Process

              


      

       

      
        	
                a.  

              	
                Section
      6  Disputes.  In the event of any dispute,
      controversy or claim between the Company and Brookman arising out of or
      relating to the interpretation, application or enforcement of the
      provisions of Section 6, the Company and Brookman agree and consent to the
      personal jurisdiction of the state and local courts of Allegheny County,
      Pennsylvania and/or the United States District Court for the Western
      District of Pennsylvania for resolution of the dispute, controversy or
      claim, and that those courts, and only those courts, will have
      jurisdiction to determine any dispute, controversy or claim related to,
      arising under or in connection with Section 6 of this Agreement. The
      Company and Brookman also agree that those courts are convenient forums
      for the parties to any such dispute, controversy or claim and for any
      potential witnesses and that process issued out of any such court or in
      accordance with the rules of practice of that court may be served by mail
      or other forms of substituted service to the Company at the address of its
      principal executive offices and to Brookman at him last known address as
      reflected in the Company’s records.

              


      

      
         

        
          	
                  b.  

                	
                  Disputes Other Than
      Under Section 6.  In the event of any dispute relating to
      this Agreement, other than a dispute relating solely to Section 6, the
      parties will use their best efforts to settle the dispute, claim,
      question, or disagreement. To this effect, they will consult and negotiate
      with each other in good faith and, recognizing their mutual interests,
      attempt to reach a just and equitable solution satisfactory to both
      parties. If such a dispute cannot be settled through negotiation, the
      parties agree first to try in good faith to settle the dispute by
      mediation administered by the American


                


        

         

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

      

      
        	
                 

              	
                Arbitration
      Association under its Commercial Mediation Rules before resorting to
      arbitration, litigation, or some other dispute resolution procedure. If
      the parties do not reach such solution through negotiation or mediation
      within a period of sixty (60) days, then, upon notice by either party to
      the other, all disputes, claims, questions, or differences will be finally
      settled by arbitration administered by the American Arbitration
      Association in accordance with the provisions of its Commercial
      Arbitration Rules. The arbitrator will be selected by agreement of the
      parties or, if they do not agree on an arbitrator within thirty (30) days
      after either party has notified the other of him or its desire to have the
      question settled by arbitration, then the arbitrator will be selected
      pursuant to the procedures of the American Arbitration Association (the
      “AAA”) in Pittsburgh, Pennsylvania. The determination reached in such
      arbitration will be final and binding on all parties. Enforcement of the
      determination by such arbitrator may be sought in any court of competent
      jurisdiction. Unless otherwise agreed by the parties, any such arbitration
      will take place in Pittsburgh, Pennsylvania, and will be conducted in
      accordance with the Commercial Arbitration Rules of the
    AAA.

              


      

       

      IN WITNESS WHEREOF, the Company and
Brookman have duly executed this Agreement as of the date first above
written.

       

      


       

      
        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Petroleum
      Development Corporation

                	 
      	 
      	
                  Barton
      R. Brookman

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      Kimberly Wakim 

                	 
      	 
      	
                  /s/
      Barton
      R. Brookman

                
	 
      	
                  Kimberly
      Wakim

                	 
      	 
      	
                  
                    Barton
      R. Brookman

                  

                
	
                  Position:

                	
                  Chair
      of the

                	 
      	 
      	 
      
	 
      	
                  Compensation
      Committee

                	 
      	 
      	 
      


        

      

      


       

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       



      EXHIBIT
A

       

      GENERAL RELEASE OF
CLAIMS

       

      This
General Release ("Release") is entered into as of this ____ day of _________,
2008, by and between Petroleum Development Corporation (the “Company”), and
__________________, an employee of the Company (the “Employee”) (collectively,
the “Parties”).

       

      WHEREAS,
Employee and the Company are parties to an Employment Agreement (the
"Agreement") dated _________________, 2008, governing the terms and conditions
applicable if Employee’s employment is terminated for various
reasons;

       

      WHEREAS,
pursuant to the terms of the Agreement, the Company has agreed to provide
Employee certain benefits and payments under the terms and conditions specified
therein, provided that Employee has executed and not revoked a general release
of claims in favor of the Company;

       

      WHEREAS,
Employee’s employment with the Company is being terminated effective [enter
date]; and

       

      WHEREAS,
the Parties wish to terminate their relationship amicably and to resolve, fully
and finally, all actual and potential claims and disputes relating to Employee’s
employment with and termination from the Company and all other relationships
between Employee and the Company, up to and including the date of execution of
this Release.

       

      NOW,
THEREFORE, in consideration of these Recitals and the promises and mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are expressly acknowledged, the Parties,
intending to be legally bound, agree as follows:

       

      1. Termination of
Employment.  Employee’s employment with the Company shall
terminate on [enter date] (the "Termination Date").

       

      2. Severance
Benefits.  Pursuant to the terms of the Agreement, and in
consideration of Employee’s release of claims and the other covenants and
agreements contained herein and therein, and provided that Employee has signed
this Release and delivered it to the Company and has not exercised any
revocation rights as provided in Section 6 below, the Company shall provide the
severance benefits described in Section 7 of the Agreement (the "Benefits") in
the time and manner provided therein; provided, however, that the Company's
obligations will be excused if Employee breaches any of the provisions of this
Agreement including, without limitation, Sections 7, 8 and 9
hereof.  Employee acknowledges and agrees that the Benefits constitute
consideration beyond that which, but for the mutual covenants set forth in this
Release and the covenants contained in the Agreement, the Company otherwise
would not be obligated to provide, nor would Employee otherwise be entitled to
receive.

       

      3. Effective
Date.  Provided that it has not been revoked pursuant to
Section 6 hereof, this Release will become effective on the eighth (8th) day
after the date of its execution by Employee (the "Effective Date").

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      4. Effect of
Revocation.  Employee acknowledges and agrees that if Employee
revokes this Release pursuant to Section 6 hereof, Employee will have no right
to receive the Benefits.

       

      5. General
Release.  In consideration of the Company’s obligations,
Employee hereby releases, acquits and forever discharges Company and each of its
subsidiaries and affiliates and each of their respective officers, employees,
directors, successors and assigns from any and all claims, actions or causes of
action in any way related to his employment with the Company or the termination
thereof, whether arising from tort, statute or contract, including but not
limited to, claims of defamation, claims arising under the Employee Retirement
Income Security Act of 1974, as amended, the Age Discrimination in Employment
Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990,
Title VII of the Civil Rights Act of 1964, as amended, the Americans with
Disabilities Act, the Family and Medical Leave Act, the discrimination and wage
payment laws of Colorado and any other federal, state or local statutes or
ordinances of the United States, it being Employee’s intention and the intention
of the Company to make this release as broad and as general as the law
permits.  Employee understands that this Agreement does not waive any
rights or claims that may arise after his execution of it and does not apply to
claims arising under the terms of this Agreement.

       

      6. Review and Revocation
Period.  Employee acknowledges that the Company has advised
Employee that Employee may consult with an attorney of Employee’s own choosing
(and at Employee’s expense) prior to signing this Release and that Employee has
been given at least twenty-one (21) days during which to consider the provisions
of this Release, although Employee may sign and return it sooner. Employee
further acknowledges that Employee has been advised by the Company that after
executing this Release, Employee will have seven (7) days to revoke this
Release, and that this Release shall not become effective or enforceable until
such seven (7) day revocation period has expired.  Employee
acknowledges and agrees that if Employee wishes to revoke this Release, Employee
must do so in writing, and that such revocation must be signed by Employee and
received by the Chairman of the Board of the Company (or the Chairman of the
Compensation Committee) no later than 5:00 p.m. Eastern Time on the seventh
(7th) day after Employee has executed this Release. Employee acknowledges and
agrees that, in the event that Employee revokes this Release, Employee will have
no right to receive any benefits hereunder, including the Benefits. Employee
represents that Employee has read this Release and understands its terms and
enters into this Release freely, voluntarily and without coercion.

       

      7. Confidentiality, Non-Compete
and Non-Solicitation.  Employee reaffirms his commitments in
Sections 6.a., 6.c. and 6.d. of the Agreement.

       

      8. Cooperation in
Litigation.  At the Company's reasonable request, Employee
shall use his good faith efforts to cooperate with the Company, its Affiliates,
and each of its and their respective attorneys or other legal representatives
("Attorneys") in connection with any claim, litigation or judicial or arbitral
proceeding which is material to the Company and is now pending or may
hereinafter be brought against the Released Parties by any third party;
provided, that, Employee’s cooperation is essential to the Company's
case.  Employee’s duty of cooperation will include, but not be limited
to (a) meeting with the Company's and/or its Affiliates' Attorneys by telephone
or in person at mutually convenient times and places in order to state
truthfully Employee’s knowledge of matters at issue and recollection of events;
(b) appearing at the Company's, its Affiliates' and/or their Attorneys' request
(and, to the extent possible, at a time convenient to Employee that does not
conflict with the needs or requirements of Employee’s then-current employer) as
a witness at depositions or trials, without necessity of a subpoena, in order


       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          
to state
truthfully Employee’s knowledge of matters at issue; and (c) signing at the
Company's, its Affiliates' and/or their Attorneys' request declarations or
affidavits that truthfully state matters of which Employee has
knowledge.  The Company shall reimburse Employee for the reasonable
expenses incurred by him in the course of his cooperation hereunder and shall
pay to Employee per diem compensation in an amount equal to the daily prorated
portion of the Employee’s base salary immediately prior to the Termination
Date.  The obligations set forth in this Section 8 shall survive any
termination or revocation of this Release.

      

       

      9. Non-Admission of
Liability.  Nothing in this Release will be construed as an
admission of liability by Employee or the Released Parties; rather, Employee and
the Released Parties are resolving all matters arising out of the
employer-employee relationship between Employee and the Company and all other
relationships between Employee and the Released Parties.

       

      10. Binding
Effect.  This Release will be binding upon the Parties and
their respective heirs, administrators, representatives, executors, successors
and assigns, and will inure to the benefit of the Parties and their respective
heirs, administrators, representatives, executors, successors and
assigns.

       

      11. Governing
Law.  This Release will be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania
applicable to agreements negotiated, entered into and wholly to be performed
therein.

       

      12. Severability.  Each
of the respective rights and obligations of the Parties hereunder will be deemed
independent and may be enforced independently irrespective of any of the other
rights and obligations set forth herein.  If any provision of this
Release should be held illegal or invalid, such illegality or invalidity will
not affect in any way other provisions hereof, all of which will continue,
nevertheless, in full force and effect.

       

      13. Counterparts.  This
Release may be signed in counterparts and each counterpart will be deemed to be
an original but together all such counterparts will be deemed a single
agreement.

       

      14. Entire Agreement;
Modification.  This Release constitutes the entire
understanding between the Parties with respect to the subject matter hereof and
may not be modified without the express written consent of both
Parties.  This Release supersedes all prior written and/or oral and
all contemporaneous oral agreements, understandings and negotiations regarding
its subject matter.  This Release may not be modified or canceled in
any manner except by a writing signed by both Parties.

       

      15. Acceptance.  Employee
may confirm his acceptance of the terms and conditions of this Release by
signing and returning two (2) original copies of this Release to the


       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

        Chairman
of the Board of the Company, no later than 5:00 p.m. Eastern Time twenty-one
(21) days after Employee’s receipt of notice of termination.

      

       

      EMPLOYEE
ACKNOWLEDGES AND REPRESENTS THAT EMPLOYEE HAS FULLY AND CAREFULLY READ THIS
RELEASE PRIOR TO SIGNING IT AND UNDERSTANDS ITS TERMS. EMPLOYEE FURTHER
ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS BEEN, OR HAS HAD THE OPPORTUNITY TO
BE, ADVISED BY INDEPENDENT LEGAL COUNSEL OF EMPLOYEE’S OWN CHOICE AS TO THE
LEGAL EFFECT AND MEANING OF EACH OF THE TERMS AND CONDITIONS OF THIS RELEASE,
AND IS ENTERING INTO THIS RELEASE FREELY AND VOLUNTARILY AND NOT IN RELIANCE ON
ANY PROMISES OR REPRESENTATIONS OTHER THAN AS SET FORTH IN THIS
RELEASE.

       

      IN
WITNESS WHEREOF, the Company and the Employee have duly executed this Release as
of the date first above written.

       

      
        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Petroleum
      Development Corporation

                	 
      	 
      	
                  [Full
      Name]

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	 
      	 
      	 
      	 
      
	 
      	
                  [Full
      Name]

                	 
      	 
      	 
      
	
                  Position:

                	
                  Chair
      of the

                	 
      	 
      	 
      
	 
      	
                  Compensation
      Committee

                	 
      	 
      	 
      


        

      

       

       

      25