EX-10.1


 Exhibit 10.1 

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT 

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of this 28th day of September, 2016
by and between Penn Virginia Corporation, a Virginia corporation (the “Company”), and John A. Brooks, an individual (the “Executive”). 

WHEREAS, the Executive is currently employed as the Executive Vice President and Chief Operating Officer of the Company pursuant to that
certain Employment Agreement dated May 9, 2016 by and between the Company and the Executive (the “Employment Agreement”); 

WHEREAS, the Term (as defined therein) of the Employment Agreement will expire on October 9, 2016 in accordance with its terms; and 

WHEREAS, the Company and the Executive desire to enter into this Amendment to extend the Term of the Employment Agreement and make such other
changes as are described herein. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: 
 1.
Section 2 of the Employment Agreement shall be deleted in its entirety and the following shall be substituted in lieu thereof: 
 2.
Term. The term of employment under this Agreement shall commence on the Effective Date and continue until December 31, 2016 (the “Term”). 

2. Section 3 of the Employment Agreement shall be deleted in its entirety and the following shall be substituted in lieu thereof: 

3. Position and Duties. During the Term, the Executive shall continue to serve as the Executive Vice President and Chief Operating Officer of
the Company. In such capacities, the Executive shall have the same duties, responsibilities and authorities as he currently has. Additionally, during the Term, the Executive shall serve as the Principal Executive Officer of the Company at the
discretion of the Board. The Executive shall devote the Executive’s reasonable best efforts and full business time to the performance of the Executive’s duties hereunder and the advancement of the business and affairs of the Company and
shall be subject to, and shall comply in all material respects with, the policies of the Company and the Company Affiliates applicable to the Executive; provided that the Executive shall be entitled (i) to serve as a member of the board of
directors of other companies, with the consent of the Company’s board of directors (the “Board”), (ii) to serve on civic, charitable, educational, religious, public interest or public service boards, and (iii) to manage the
Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder. 

  
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 3. Except as specifically set forth herein, the Employment Agreement and all of its terms and
conditions remain in full force and effect, and the Employment Agreement is hereby ratified and confirmed in all respects, except that on or after the date of this Amendment all references in the Employment Agreement to “this Employment
Agreement,” “hereto,” “hereof,” “hereunder,” or words of like import shall mean the Employment Agreement as amended by this Amendment. 

4. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and such counterpart together shall
constitute one and the same instrument. 
 5. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the parties hereto. The Employment Agreement, as amended by this Amendment, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the
date first set forth above. 
  

			
	PENN VIRGINIA CORPORATION
		
	By:	 	 /s/ Steve A. Hartman

	Name: Steve A. Hartman
	Title: SVP and CFO
	
	JOHN A. BROOKS
	
	 /s/ John A. Brooks



 Employment Agreement Amendment Signature Page