Penn Virginia Corporation 2011 Annual Incentive Cash Bonus



 Exhibit 10.5 
 PENN VIRGINIA CORPORATION 
 2011 ANNUAL INCENTIVE CASH BONUS AND
LONG-TERM EQUITY 
 COMPENSATION GUIDELINES 

 

	1.	Purpose of the Guidelines. 


The purpose of the Guidelines is to provide annual and long-term incentive frameworks that are performance driven and focused on corporate
and individual quantitative and qualitative objectives that are critical to the Company’s success. 
  

	2.	Definitions. 

 The
following terms used herein shall have the following meanings: 
 (a) “Board” means the Board of Directors of
the Company. 
 (b) “Budget” means the Company’s annual budget for the applicable Plan Year, as approved by
the Board. 
 (c) “Cash Bonus Award” means an incentive cash bonus award granted to a Participant pursuant to
the Guidelines that is paid in a lump sum cash payment. 
 (d) “Cash Bonus Percentages” shall mean those cash
bonus award percentages described on Exhibit A under the heading “Cash Bonus Percentages – Executive Officers – Percent of Base Salary.” 
 (e) “Cash Bonus Pool” means that amount of cash actually available for Cash Bonus Awards in any given Plan Year, as determined in accordance with Section 3 of the Guidelines.

 (f) “Cash Bonus Pool Target” means, with respect to any given Plan Year, the total amount of cash that would
be payable as Cash Bonus Awards with respect to such Plan Year to all Participants if each Participant received his or her Target Cash Bonus. 
 (g) “Cash Costs per Mcfe” means, with respect to any given Plan Year, (x) the sum of the Company’s cash lease operating, gathering, processing and transportation expenses,
production and ad valorem taxes and general and administrative expenses during such Plan Year as set forth in the Financial Statements divided by (y) the Company’s total Production during such Plan Year measured in Mcfe. 

(h) “CEO” means the Company’s Chief Executive Officer. 

(i) “Committee” means the Compensation and Benefits Committee of the Board. 

(j) “Company” means Penn Virginia Corporation and its subsidiaries. 

(k) “Company Performance Measures” means, with respect to Plan Year 2011, NAV per share, EBITDAX, Production, Reserves
and Cash Costs per Mcfe. The Committee shall, by resolution, determine the Company Performance Measures for each Plan Year after 2011. 







 (l) “Drilling F&D Costs per Mcfe” means (x) the sum of the
Company’s drilling and completion capital costs related to all wells completed or identified as dry holes during such Plan Year, including any capital costs incurred in any previous Plan Year related to the drilling of, or otherwise in
connection with, such wells divided by (y) the Company’s proved reserves developed as a result of such wells measured in Mcfe by the Company’s independent third party engineering firm. 

(m) “EBITDAX” shall have the meaning assigned to such term in the Company’s Credit Agreement dated
November 18, 2009, as amended, restated or replaced. 
 (n) “Employee Stock Incentive Plan” means the
Company’s Seventh Amended and Restated 1999 Employee Stock Incentive Plan, as amended, restated or replaced. 
 (o)
“Executive Officer” means the Company’s CEO, Chief Financial Officer, Chief Operating Officer and Chief Administrative Officer and any other officers which the Committee may, by resolution, identify as an Executive Officer.

 (p) “Financial Statements” means the Company’s audited financial statements as of
and for the year ended December 31st of the
applicable Plan Year. 
 (q) “Guidelines” means these 2011 Annual Incentive Cash Bonus and Long-Term Equity
Compensation Guidelines. 
 (r) “Individual Performance Measures” means those objective and subjective
corporate and individual measures that (i) the CEO considers in recommending to the Committee, and that the Committee uses to determine, the Cash Bonus Award and Long-Term Equity Compensation Award of each Executive Officer other than the CEO,
(ii) the Committee considers in determining the Cash Bonus Award and Long-Term Equity Compensation Award of the CEO and (iii) the CEO considers in approving Cash Bonus Awards and Long-Term Equity Compensation Awards of Participants other
than the Executive Officers. 
 (s) “Long-Term Equity Compensation Award” means an incentive equity award
determined to be granted to a Participant pursuant to the Guidelines that is denominated in a dollar amount and that is paid out in the form of an award under the Employee Stock Incentive Plan. 

(t) “Mcfe” means million cubic feet equivalent. 

(u) “NAV per share” means, with respect to any given Plan Year, (x) that amount equal to
(A) the value of the Company’s Oil and Gas Assets on December 31st of such Plan Year as set forth in the Financial Statements plus (B) the Company’s cash on December 31st of such Plan Year as set forth in the Financial Statements minus (C) the Company’s total long-term debt
outstanding on December 31st of such Plan Year as set
forth in the Financial Statements divided by (y) the weighted average total number of fully diluted shares of the Company’s common stock issued and outstanding during such Plan Year. 

  
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 (v) “Oil and Gas Assets” means those assets comprising the Company’s
property and equipment as set forth in the Financial Statements. 
 (w) “Participant”
means any employee of the Company who was employed by the Company on December 31st of the Plan Year with respect to whom a Cash Bonus Award or Long-Term Equity Compensation Award is paid. 
 (x) “Performance Level Percentages” means, with regard to Plan Year 2011, the performance level percentages set forth on Exhibit B under the heading “Performance Level
Percentages.” The Committee shall, by resolution, determine Performance Level Percentages for each Plan Year after 2011. 

(y) “Plan Year” means the Company’s fiscal year. 

(z) “Production” means the Company’s net production for the applicable Plan Year as set forth in the Financial
Statements. 
 (aa) “Reserves” means the Company’s proved reserves on
December 31st of the applicable Plan Year as set
forth in the official report prepared by the Company’s independent petroleum engineers for such Plan Year. 
 (bb) “Target Cash Bonus” means, with respect to any Participant, the product of (x) such Participant’s base salary on December 31st of the Plan Year with respect to which a Cash Bonus Award is being
considered times (y) such Participant’s Target Cash Bonus Percentage times (z) a fraction, the numerator of which is the number of days that the Participant was employed by the Company during such Plan Year and the denominator of
which is 365. 
 (cc) “Target Cash Bonus Percentage” means, with respect to Executive Officers, those
percentages described on Exhibit A under the heading “Cash Bonus Percentages – Executive Officers – Percent of Base Salary – Target” and, with respect to Participants other than Executive Officers, the target
percentages for such Participants determined as described on Exhibit A. 
 (dd) “Target Equity Incentive
Percentage” means, with respect to Executive Officers, those percentages described on Exhibit A under the heading “Equity Incentive Percentages – Executive Officers – Target Percent of Base Salary” and, with respect to
Participants other than Executive Officers, the target percentages for such Participants determined as described on Exhibit A. 

(ee) “Weighting Factor” means the weighting percentage assigned to each Company Performance Measure as described on
Exhibit B under the heading “Quantitative Performance Measures and Weighting Factors – Weighting Factors.” 
  

	3.	Calculation of Cash Bonus Pool. 

 The amount of the Cash Bonus Pool available to pay Cash Bonus Awards with respect to each Plan Year shall be that amount equal to the product of (x) the Cash Bonus Pool Target times (y) the sum
of the products of (A) the Performance Level Percentage attained for each Company 

  
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Performance Measure times (B) the Weighting Factor for such Company Performance Measure. The Committee shall have the discretion to increase or decrease the Cash Bonus Pool by 15%. The
Committee shall have the discretion to delete, add or change any Performance Measure or the Weighting Factor of any Performance Measure at any time or from time to time for any Plan Year. 

 

	4.	Determination of Cash Bonus Awards and Long-Term Equity Compensation Awards. 


 

	 	(a)	 Individual Performance Measures. Prior to March 1st of each Plan Year: 


 (i) The CEO shall recommend to the Committee Individual Performance Measures for each Executive Officer other than the CEO; 
 (ii) The Committee shall approve Individual Performance Measures for each Executive Officer, including the CEO, and the CEO shall advise each other Executive Officer of his or her Individual Performance
Measures; and 
 (iii) Each Executive Officer other than the CEO shall recommend to the CEO Individual Performance Measures for
each Participant who reports directly to such Executive Officer, the CEO shall approve Individual Performance Measures for such Participants and each Executive Officer shall advise such Participant of his or her Individual Performance Measures.

 Individual Performance Measures for Participants other than the Executive Officers and the Participants reporting directly to the Executive
Officers shall be determined by the CEO or the other Executive Officers if and as they deem necessary. Individual Performance Measures may be weighted to indicate relative importance. The Committee may delete, add or change any Individual
Performance Measure or the relative importance of any Individual Performance Measure applicable to any Executive Officer at any time or from time to time for any Plan Year, and the CEO may take the same such actions with respect to the Individual
Performance Measures of any other Participant. 
  

	 	(b)	 Cash Bonus Awards. Prior to March 1st of each Plan Year: 


 (i) The CEO shall recommend to the Committee a Cash Bonus Award for each Executive Officer with respect to the immediately preceding Plan Year, which recommendation shall be based on (A) the size of
the Cash Bonus Pool available, (B) such Executive Officer’s Threshold, Target and Stretch Cash Bonus Percentages as described on Exhibit A, (C) whether such Executive Officer met, exceeded or did not meet his or her Individual
Performance Measures set for such immediately preceding Plan Year, (D) peer comparison data and (E) such other appropriate criteria as the CEO shall determine; 
 (ii) The Committee shall set the Cash Bonus Award for each Executive Officer, including the CEO, using the same criteria described in subsection (b)(i); and 

(iii) After receiving recommendations from the other Executive Officers, as appropriate, the CEO shall approve all Cash Bonus Awards to
be paid to Participants other than the Executive Officers and shall advise the Committee of the total amount of such Cash Bonus Awards. 

  
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 All Cash Bonus Awards, if any, shall be paid by not later than
March 15th of each Plan Year with respect to the
immediately preceding Plan Year and, subject to the Committee’s discretion to increase the Cash Bonus Pool by 15%, shall not, in the aggregate, exceed the Cash Bonus Pool. 

 

	 	(c)	 Long-Term Equity Compensation Awards. Prior to March 1st of each Plan Year: 


 (i) The CEO shall recommend to the Committee a Long-Term Equity Compensation Award for each Executive Officer with respect to the immediately preceding Plan Year, which recommendation shall be based on
(A) such Executive Officer’s Target Equity Incentive Percentage, (B) whether such Executive Officer met, exceeded or did not meet his or her Individual Performance Measures set for such immediately preceding Plan Year, (C) the
relative importance to the success of the Company’s execution of its strategic objectives of retaining and incentivizing the Executive Officer beyond the current Plan Year, (D) peer comparison data and (E) such other appropriate
criteria as the CEO shall determine; 
 (ii) The Committee shall set the Long-Term Equity Compensation Award for each Executive
Officer, including the CEO, using the same criteria described in subsection (c)(i); and 
 (iii) After receiving recommendations
from the other Executive Officers, as appropriate, the CEO shall approve the Long-Term Equity Compensation Award to be considered by the Committee to be paid to each Participant other than Executive Officers and shall advise the Committee of the
amounts of such awards. All Long-Term Equity Compensation Awards shall be paid out in the form of an award approved by the Committee under the Employee Stock Incentive Plan. 

 

	5.	Interpretation; Amendments. 

 The Committee shall have the power to interpret the Guidelines and to make and amend rules for putting it into effect and administering it. To the extent applicable, grants under the Guidelines shall be
structured either to be exempt from or to comply with the requirements of section 409A of the Code. The provisions of the Guidelines shall be interpreted and applied insofar as possible to carry out such intent. The Guidelines may be amended at any
time or from time to time by the Board or the Committee. 
  

	6.	Governing Law. 

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

  

	7.	Effective Date and Term of Guidelines. 

 The Guidelines became effective on February 23, 2011 and shall remain in effect until terminated by the Board. The Guidelines were last amended December 20, 2012. 

  
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 EXHIBIT A 
 CASH BONUS PERCENTAGES 
 Executive Officers 

 

							
	 	  	Percent of Base Salary
	 Officer
	  	Threshold	  	Target	  	Stretch
	 CEO
	  	0 – 50	  	100	  	200
	 COO
	  	0 – 50	  	100	  	200
	 CAO/GC
	  	0 – 40	  	80	  	160
	 CFO
	  	0 – 40	  	80	  	160
	 Sr. VP – Regional Manager
	  	0 – 40	  	80	  	160
	 VP – Regional Manager
	  	0 – 25	  	50	  	100

 Other Employees 
 Prior to March 1st of each Plan Year, the CEO shall approve and advise the Committee of the Target Cash Bonus Percentages for each Participant other than the Executive Officers. Such percentages shall be subject to
increase or decrease in the event of a promotion or demotion. 
 EQUITY INCENTIVE PERCENTAGES 

Executive Officers 
  

			
	 Officer
	  	Target Percent of Base Salary
	 CEO
	  	300 – 400
	 COO
	  	250 – 350
	 CAO/GC
	  	200 – 300
	 CFO
	  	200 – 300
	 Sr. VP – Regional Manager
	  	150 – 300
	 VP – Regional Manager
	  	150 – 300

 Other Employees 
 Prior to March 1st of each Plan Year, the CEO shall approve and advise the Committee of the Target Equity Incentive Percentages for each Participant other than the Executive Officers. Such percentages shall be subject to
increase or decrease in the event of a promotion or demotion. 

  
 A-1









 EXHIBIT B 
 2012 QUANTITATIVE PERFORMANCE MEASURES AND WEIGHTING FACTORS 
  

							
	 Performance

Measure
	  	Weighting
Factor	 	 Level of Attainment*
	  	Performance Level
Percentages
	 Production
	  	30%	 	Over 110% of Budget	  	200%
		  		 	108% to 110% of Budget	  	175%
		  		 	105% to 107% of Budget	  	150%
		  		 	102% to 104% of Budget	  	125%
		  		 	99% to 101% of Budget	  	100%
		  		 	96% to 98% of Budget	  	90%
		  		 	93% to 95% of Budget	  	75%
		  		 	90% to 92% of Budget	  	50%
		  		 	Under 90% of Budget	  	Committee discretion
				
	 Drilling
	  	25%	 	Under 86% of Budget	  	200%
	 F&D Costs
	  		 	86% to 90% of Budget	  	175%
	 per Mcfe
	  		 	91% to 94% of Budget	  	150%
		  		 	95% to 97% of Budget	  	125%
		  		 	98% to 102% of Budget	  	100%
		  		 	103% to 106% of Budget	  	90%
		  		 	107% to 110% of Budget	  	80%
		  		 	111% to 114% of Budget	  	70%
		  		 	115% to 119% of Budget	  	50%
		  		 	Over 119% of Budget	  	Committee discretion
				
	 EBITDAX
	  	15%	 	Over 119% of Budget	  	200%
	 NAV per share
	  	15%	 	115% to 119% of Budget	  	175%
		  		 	110% to 114% of Budget	  	150%
		  		 	105% to 109% of Budget	  	125%
		  		 	96% to 104% of Budget	  	100%
		  		 	92% to 95% of Budget	  	90%
		  		 	88% to 91% of Budget	  	75%
		  		 	84% to 87% of Budget	  	60%
		  		 	80% to 83% of Budget	  	50%
		  		 	Under 80% of Budget	  	Committee discretion
				
	 Cash Costs
	  	15%	 	Under 86% of Budget	  	200%
	 per Mcfe
	  		 	86% to 90% of Budget	  	175%
		  		 	91% to 94% of Budget	  	150%
		  		 	95% to 97% of Budget	  	125%
		  		 	98% to 102% of Budget	  	100%
		  		 	103% to 106% of Budget	  	90%
		  		 	107% to 110% of Budget	  	80%
		  		 	111% to 114% of Budget	  	70%
		  		 	115% to 119% of Budget	  	50%
		  		 	Over 119% of Budget	  	Committee discretion

  

	*	Levels of attainment falling between percentages will be rounded up (0.5 and over) or down (under 0.5), as appropriate 


  
 B-1