Penn Virginia Corporation Second Amended and Restated 1999 Employee Stock Plan



 Exhibit 10.1 
 PENN VIRGINIA CORPORATION 
 SECOND AMENDED AND RESTATED 1999 EMPLOYEE STOCK INCENTIVE PLAN

 1. Purpose of the Plan 
 The
purpose of the Plan is to foster and promote the long-term success of the Company and increase shareholder value by: (a) motivating superior performance by providing to the Company’s employees long-term incentives and rewards for making
major contributions to the Company’s success; (b) strengthening the Company’s ability to retain key employees and to attract and retain outside talent by providing incentive compensation opportunities competitive with other companies
similar to the Company; and (c) enabling employees to participate in the long-term growth and financial success of the Company. 
 2. Definitions

 (a) “Beneficiary” means the beneficiary chosen by the Optionee who is eligible to receive benefits under Section 8(b).

 (b) “Board” means the board of directors of the Parent Company. 
 (c) “Cashless Exercise” means the manner of exercise of an Option described in Section 8(h). 
 (d) “Cause” means (i) with respect to an Optionee or Participant who has an employment or change of control severance agreement with the
Company, “cause” as defined in such agreement or (ii) with respect to an Optionee or Participant who does not have an employment or change of control agreement with the Company, conduct on the part of an Optionee or Participant that
involves (A) willful failure to perform the Participant’s or Optionee’s duties or (B) engaging in serious misconduct injurious to the Company. 
 (e) “Change of Control” means the occurrence of any of the events described in Section 14. 
 (f) “Code” means the Internal Revenue Code of 1986, as amended. 
 (g) “Committee” means the committee described
in Section 5. 
 (h) “Company” means Penn Virginia Corporation and each of its Subsidiary Companies and any successor
corporation. 







 (i) “Date of Grant” means the date on which an Option or a Restricted Stock Award is granted.

 (j) “Deferred Shares Account” means the account described in Section 8(d). 
 (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (l) “Option” means any stock option granted under the Plan and described in Section 3(a). 
 (m) “Optionee” means a person to whom an Option has been granted under the Plan, which Option has not been exercised and has not expired,
terminated or been forfeited. 
 (n) “Parent Company” means Penn Virginia Corporation. 
 (o) “Participant” means a person to whom a Restricted Stock Award has been granted under the Plan the Restriction Period of which has not
expired. 
 (p) “Plan” means the Second Amended and Restated Penn Virginia Corporation 1999 Employee Stock Incentive Plan.

 (q) “Restricted Stock Award” means any award of Shares granted under the Plan and described in Section 3(b). 
 (r) “Restricted Stock” means Shares granted pursuant to a Restricted Stock Award. 
 (s) “Restriction Period” means the period of time commencing with the Date of Grant during which restrictions shall apply to the Shares subject
to a Restricted Stock Award. 
 (t) “Retirement” means the voluntary termination by an Optionee or a Participant of his employment
with the Company after such Optionee or Participant has (i) reached the age of 62 and (ii) provided at least ten consecutive Years of Service. 
 (u) “Shares” means shares of common stock of the Parent Company. 
 (v) “Subsidiary
Companies” means all corporations that at any relevant time are subsidiary corporations of the Parent Company within the meaning of section 424(f) of the Code. 
 (w) “Value” on any date means the closing stock price for a Share on the principal national securities exchange on which the Shares are listed on such date (or if such securities exchange shall not be open
for the trading of securities on such date, 
  

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 the last previous day on which such exchange was so open) or, if there is no closing price on such date, the closing
stock price on the date nearest preceding such date. 
 (x) “Vesting Period” means the period of time commencing with the Date of
Grant during which the Option is not yet exercisable. 
 (y) “Year of Service” means any calendar year in which an employee of the
Company is paid or entitled to be paid for 1,000 hours of service. 
 3. Rights To Be Granted 
 The following rights may be granted under the Plan: 
 (a) Non-Qualified Options, which give the Optionee the right for a specified time period, to purchase a specified number of Shares for a price equal to the Value of such Shares on the Date of Grant subject to forfeiture under certain
circumstances upon termination of employment during a Vesting Period applicable to the Options; and 
 (b) Restricted Stock Awards, which
give the Participant, without payment, a specified number of Shares subject to forfeiture under certain circumstances upon termination of employment during a Restriction Period applicable to the Shares. 
 4. Stock Subject to Plan 
 Subject to Section 13,
not more than 1,600,000 Shares in the aggregate may be issued pursuant to the Plan. For purposes of determining the number of Shares issued under the Plan, no Shares shall be deemed issued until they are actually delivered to a Participant, Optionee
or any other person in accordance with Section 8(b). Shares covered by Options or Restricted Stock Awards that either wholly or in part expire or are forfeited or terminated shall be available for future issuance under the Plan. Further, any
Shares tendered to or withheld by the Company in connection with the exercise of Options, or the payment of tax withholding on any Option or Restricted Stock Award, shall also be available for future issuance under the Plan. 
 5. Administration of Plan 
 (a) The Plan shall be
administered by the Committee, which shall be composed of three directors of the Parent Company appointed by the Board who are “non-employee directors” as defined under rules promulgated under Section 16(b) of the Exchange Act.

 (b) The Committee may delegate, to a person designated from time to time by the Committee as the Plan Administrator, the right to approve
or exercise any discretion given to the Committee pursuant to Sections 8(c), 8(g) and 9(e). 
  

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 6. Grant of Rights 
 Subject to Section 7, the Committee or the Board may grant Options and Restricted Stock Awards to eligible employees of the Company as described in Section 7. 
 7. Eligibility 
 (a) Options may be granted to any
employee of the Company. 
 (b) Restricted Stock Awards may be granted only to key employees of the Company, who are designated as such by
the Committee or the Board. 
 8. Option Agreements and Terms 
 All Options shall be granted prior to December 3, 2008 and be evidenced by option agreements executed on behalf of the Parent Company and by the respective Optionees. The terms of each such agreement shall be
determined from time to time by the Committee, consistent, however, with the following: 
 (a) Option Price. The option price per Share
of any Option granted to an Optionee shall be equal to the Value of the Share on the Date of Grant. 
 (b) Restrictions on
Transferability. An Option shall not be transferable prior to the termination of the Vesting Period with respect thereto unless otherwise determined by the Committee and specified in the option agreement. Thereafter, unless otherwise determined
by the Committee and specified in the option agreement, an Option shall not be transferable otherwise than (i) by will or the laws of descent and distribution or (ii) to the spouse, children or grandchildren of the Optionee or a trust for
the exclusive benefit of any such family member, provided, however, that no such family member shall be permitted to make any subsequent transfer of any such Options except back to the original Optionee and all Options transferred to any such family
member shall remain subject to all terms and conditions set forth herein. During the lifetime of the Optionee, an Option shall be exercisable only by him or by any transferee to whom an Option was transferred in accordance with subsection (b)(ii).
Upon the death of an Optionee or the transfer in accordance with subsection (b)(ii), the person to whom the rights shall have been transferred or passed by will or by the laws of descent and distribution may exercise any Options only in accordance
with the provisions of Section 8(f); provided, that, notwithstanding the foregoing, an Optionee may designate in writing on a form provided by the Company a Beneficiary who may exercise any Options in accordance with Section 8(f).

 (c) Payment. Full payment for Shares purchased upon the exercise of an Option shall be made in cash or, at the election of the
person exercising the Option and subject to the approval of the Committee at the time of exercise, by surrendering, or by the Parent Company’s withholding from Shares purchased, Shares with an aggregate 
  

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 Value, on the date immediately preceding such exercise date, equal to all or any portion of the option price not paid in
cash. With the consent of the Committee, payment for Shares purchased upon the exercise of an Option may be made in whole or in part by Restricted Stock (based on the fair market value of the Restricted Stock on the date the Option is exercised as
determined by the Committee). In such case, the Shares to which the Option relates shall be subject to the same forfeiture restrictions existing on the Restricted Stock exchanged thereof. Payment for Shares purchased upon the exercise of an Option
may also be made pursuant to a Cashless Exercise. 
 (d) Issuance of Certificates; Payment of Cash. Only whole Shares shall be
issuable upon exercise of Options. Any right to a fractional Share shall be satisfied in cash. Upon receipt of payment of the option price and any withholding taxes payable pursuant to subsection (g), the Parent Company shall deliver to the
exercising Optionee a certificate for the number of whole Shares and a check for the Value on the date of exercise of the fractional Share to which the person exercising the Option is entitled or, if such Optionee has made a deferral election
pursuant to Section 12, Shares subject to such election shall be delivered to the Deferred Shares Account, which shall be maintained for such purpose by the Parent Company or an administrator appointed by the Parent Company. The Parent Company
shall not be obligated to deliver any certificates for Shares until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time are listed
nor until there has been compliance with such laws or regulations as the Parent Company may deem applicable. The Parent Company shall use its best efforts to effect such listing and compliance. 
 (e) Periods of Exercise of Options. An Option shall be exercisable in whole or in part at such time as may be determined by the Committee and
stated in the option agreement; provided that no Option shall be exercisable before one year from the Date of Grant except as otherwise determined by the Committee or as provided in clauses (iii) and (iv) below and Section 14 and that
no Option shall be exercisable after ten years from the Date of Grant: 
 (i) In the event an Optionee ceases to be an
employee of the Company for any reason other than death, disability (as determined by the Committee), Retirement or termination for Cause (A) any Option held by such Optionee the Vesting Period with respect to which has not terminated shall
expire and (B) any Option held by such Optionee the Vesting Period with respect to which has terminated shall be exercisable until the earlier of that date which is (A) 90 days after the date on which the Optionee’s employment ceased
or (B) the ten year anniversary of the Date of Grant. An Option exercisable after the date of such cessation shall be exercisable only to the extent exercisable as of the date of such cessation. 
 (ii) In the event an Optionee’s employment with the Company terminates for Cause, any unexercised Options held by such Optionee shall
terminate on the earlier of the date of employment termination or notice of such termination. 
  

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 (iii) In the event an Optionee ceases to be an employee of the Company by reason of his
death or disability, any Option granted to such Optionee shall immediately become exercisable and shall remain exercisable until the earlier of that date which is (A) one year after the date of death or disability or (B) the ten year
anniversary of the Date of Grant. 
 (iv) In the event an Optionee ceases to be an employee of the Company by reason of his
Retirement, any Option granted to such Optionee shall immediately become exercisable and shall remain exercisable until the ten year anniversary of the Date of Grant. 
 (f) Date and Notice of Exercise. Except with respect to Cashless Exercises, the date of exercise of an Option shall be the date on which written notice of exercise, addressed to the Parent Company at its main
office to the attention of its Secretary, is hand delivered, telecopied or mailed, first class postage prepaid; provided that the Parent Company shall not be obliged to deliver any certificates for Shares pursuant to the exercise of an Option until
the Company shall have received payment in full of the option price for such Shares and any withholding taxes payable pursuant to subsection (g). Each such notice of exercise shall be irrevocable when given. Each notice of exercise must include a
statement of preference as to the manner in which payment to the Parent Company shall be made (Shares or cash, a combination of Shares and cash or by Cashless Exercise). 
 (g) Payment of Withholding Taxes. Full payment for the amount of any taxes required by law to be withheld upon the exercise of an Option shall be made, on or before the date such taxes must be withheld, in cash
or, at the election of the person recognizing income upon exercise of the Option and subject to the approval of the Committee, by surrendering, or by the Parent Company’s withholding from Shares purchased, Shares with an aggregate Value on the
date immediately preceding the date the withholding taxes due are determined (the “Tax Date”) equal to all or any portion of the withholding taxes not paid in cash. Payment for such taxes may also be made pursuant to a Cashless Exercise.

 (h) Cashless Exercise. In addition to the methods of payment described in Sections 8(c) and 8(g), an Optionee may exercise and pay
for Shares purchased upon the exercise of an Option through the use of a brokerage firm to make payment to the Company of the option price and any taxes required by law to be withheld upon exercise of the Option either from the proceeds of a loan to
the Optionee from the brokerage firm or from the proceeds of the sale of Shares issued pursuant to the exercise of the Option, and upon receipt of such payment the Company shall deliver the Shares issuable under the Option exercised to such
brokerage firm (a “Cashless Exercise”). Notwithstanding anything stated to the contrary herein, the date of exercise of a Cashless Exercise shall be the date on which the broker executes the sale of exercised Shares or, if no sale is made,
the date the broker receives the exercise loan notice from the Optionee to pay the Company for the exercised Shares. 
  

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 9. Restricted Stock Award Agreements and Terms 
 All Restricted Stock Awards shall be granted prior to December 3, 2008 and be evidenced by restricted stock award agreements executed on behalf of
the Parent Company and by the respective Participants. The terms of each such agreement shall be determined from time to time by the Committee, consistent, however, with the following: 
 (a) Restrictions on Transferability. During the Restriction Period, neither a Restricted Stock Award nor any interest therein shall be transferable
otherwise than by will or the laws of descent and distribution. Upon the death of a Participant, the person to whom the rights shall have passed shall become entitled to the restricted Shares only in accordance with subsection (d). 
 (b) Issuance of Certificates. Upon receipt from a Participant of a fully executed restricted stock award agreement and a stock power relating to
the Shares issuable thereunder executed in blank by the Participant, the Parent Company shall issue to such Participant the Shares subject to the Restricted Stock Award. The certificates representing such Shares shall be registered in such
Participant’s name, with such legend thereon as the Committee shall deem appropriate. The Parent Company shall retain the certificates for such Shares pending the termination of the Restriction Period or forfeiture thereof. Upon termination of
the Restriction Period of any such Shares, the Parent Company shall deliver to the Participant the certificates for such Shares. The Parent Company shall not be obligated to deliver any certificates for Shares until such Shares have been listed (or
authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time are listed nor until there has been compliance with such laws or regulations as the Parent Company may deem
applicable. The Parent Company shall use its best efforts to effect such listing and compliance. 
 (c) Restriction Period. The
Restriction Period for Restricted Stock Awards granted to a Participant shall be determined by the Committee and specified in the restricted stock award agreement, provided that no Restriction Period shall terminate less than one year or greater
than five years from the Date of Grant except pursuant to subsection (d). Notwithstanding the foregoing, only whole Shares shall be issuable with respect to Restricted Stock Awards. In the event a Participant shall become entitled to a fractional
Share, such fractional Share shall not be issuable unless and until the Participant becomes entitled to such number of fractional shares as shall be equal in sum to a whole Share. 
 (d) Forfeiture of Shares; Vesting on Disability, Death or Retirement. 
 (i) In the event a Participant ceases to be an employee of the Company for any reason other than his death, disability or Retirement, any
Shares subject to such Participant’s Restricted Stock Award the Restriction Period with respect to which has not terminated shall automatically be forfeited by the Participant and revert to and become the property of the Company. 
  

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 (ii) Except as shall have otherwise been determined by the Committee and specified in the
restricted stock award agreement, in the event a Participant ceases to be an employee of the Company by reason of his death, disability or Retirement, the Restriction Period with respect to any Shares subject to such Participant’s Restricted
Stock Award which has not terminated shall automatically terminate effective on the date of death, disability or Retirement. 
 (e)
Payment of Withholding Taxes. Full payment for the amount of any taxes required by law to be withheld in connection with a Restricted Stock Award shall be made, on or before the date such taxes must be withheld, in cash or, at the written
election of the Participant and subject to the approval of the Committee, by surrendering, or by the Parent Company’s withholding from Shares subject to such Restricted Stock Award Shares with an aggregate Value on the Tax Date equal to all or
any portion of the withholding taxes not paid in cash. 
 10. Termination of Employment 
 For the purposes of the Plan, a transfer of an employee between two employers, each of which is a Company, shall not be deemed a termination of
employment. 
 11. Rights as Shareholders 
 (a) An Optionee shall have no right as a Shareholder with respect to any Shares covered by his Options until the date of the issuance of a stock certificate to him for such Shares. 
 (b) Except as shall have been determined by the Committee and specified in the restricted stock award agreement, pending forfeiture of Shares subject to
a Restricted Stock Award, the Participant thereunder shall have all of the rights of a holder of such Shares including without limitation the right to receive such dividends as may be declared from time to time and to vote such Shares (in person or
by proxy). 
 12. Deferral Election 
 (a)
Notwithstanding any provision of the Plan to the contrary, any Participant or Optionee may elect, with the concurrence of the Committee and consistent with any rules and regulations established by the Committee, to defer the receipt of unrestricted
Shares that the Participant or Optionee would otherwise receive pursuant to Section 8 or Section 9, provided that such election is made no later than the date that is twelve (12) months prior to the date such Shares would otherwise be
received. Such election shall be made by written notice addressed to the Parent Company at its main office to the attention of its Secretary hand delivered, telecopied or mailed, first class postage prepaid. 
  

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 (b) Deferrals will only be allowed while the Participant or Optionee is an Employee of the Company. Any
election to defer the receipt of Shares shall be irrevocable as long as the Participant or Optionee remains an Employee. 
 (c) Shares the
receipt of which is deferred pursuant to this Section 12 shall be distributed upon the Participant’s or Optionee’s termination of employment. 
 (d) The Committee may, in its sole discretion, allow for the early payment of the unrestricted Shares deferred pursuant to this Section 12 in the event of an “unforeseeable emergency” of the Participant
or Optionee. An “unforeseeable emergency” is defined as an unanticipated emergency caused by an event beyond the control of the Participant or Optionee, that would, in the Company’s judgement, result in severe financial hardship if
the distribution were not permitted. Additionally, the Committee may distribute the unrestricted Shares deferred by all Participants or Optionees pursuant to this Section 12 if the Committee determines, in its discretion, that the continued
deferral of Shares hereunder is no longer in the best interests of the Company. 
 13. Adjustments Upon Changes in Capitalization 
 In the event of a stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights, or other similar corporate change, the
Board shall make an appropriate adjustment in the aggregate number of Shares that may be subject to Options and Restricted Stock Awards, the number of Shares subject to each then outstanding Option and the option price of each then outstanding
Option. 
 14. Change of Control 
 (a) A
Change of Control shall be deemed to have occurred upon the occurrence of any of the following events: 
 (i) any person,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) other than a trustee or other fiduciary holding securities under an employee benefit plan of
the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then
outstanding securities; 
 (ii) during any period of two consecutive years (not including any period prior to the effective
date of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in
clause (i), (iii) or (v) of this Change of Control definition and excluding any individual whose initial assumption of office occurs 
  

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 as a result of either (A) an actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act), or (B) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease
for any reason to constitute at least a majority thereof; 
 (iii) the consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company (or such surviving entity or parent entity, as the case may be) outstanding immediately after such merger or
consolidation; 
 (iv) the shareholders of the Company approve a plan of complete liquidation of the Company; or 

(v) the sale or disposition by the Company of all or substantially all of the assets of the Company, it being acknowledged for purposes
of clarity that the sale or disposition by the Company of all or substantially all of its interest in Penn Virginia Resource GP, LLC or Penn Virginia Resource Partners, L.P. shall not constitute a sale or disposition of all or substantially all of
the assets of the Company. 
 (b) Upon the occurrence of a Change in Control or such period prior thereto as shall be established by the
Committee, (i) Options and Restricted Stock Awards shall automatically vest and (ii) Restricted Stock Awards shall become payable in full and Options shall become 100% exercisable and shall remain exercisable for the lesser of three years
or the term thereof. In this regard, all Restriction Periods and Vesting Periods shall terminate. 
 15. Plan Not to Affect Employment 
 Neither the Plan nor any Option or Restricted Stock Award shall confer upon any employee of the Company any right to continue in the employment of the
Company. 
 16. Interpretation 
 The
Committee shall have the power to interpret the Plan and to make and amend rules for putting it into effect and administering it. It is intended that the Restricted Stock Awards shall constitute property subject to federal income tax pursuant to the
provisions of Section 83 of the Code and that the Plan shall qualify for the 
  

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 exemption available under Rule 16b-3 (or any similar rule) of the Exchange Act. The provisions of the Plan shall be
interpreted and applied insofar as possible to carry out such intent. 
 17. Amendments 
 The Plan, any Option and the related option agreement and any Restricted Stock Award and the related restricted stock award agreement may be amended by
the Board or the Committee, but any amendment that would require approval of the shareholders of the Parent Company shall require the approval of the holders of such portion of the shares of the capital stock of the Parent Company present and
entitled to vote on such amendment as is required by applicable law and the terms of the Parent Company’s capital stock to make the amendment effective. Notwithstanding the foregoing, no amendment shall be made which would disqualify any member
of the Committee from being a “non-employee director” as defined herein. No outstanding Option shall be adversely affected by any such amendment without the written consent of the Optionee or other person then entitled to exercise such
Option. No Restricted Stock Award shall be adversely affected by any such amendment without the written consent of the Participant or other person then entitled to receive the Shares subject to such Restricted Stock Award. 
 18. Securities Laws 
 The Committee shall have the
power to make each grant under the Plan subject to such conditions as it deems necessary or appropriate to comply with the then-existing requirements of Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. 
 19. Effective Date and Term of Plan 
 The Plan became
effective on May 4, 1999 and shall expire on December 2, 2008 unless sooner terminated by the Board. 
  

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