rsmemployment.htm


    
      

    

    CONFORMED COPY

    
 

    Employment
Agreement

     

    This Employment Agreement (the
“Agreement”) is made and entered into this 22nd day of March, 2009 by and
between Petroleum Development Corporation, a Nevada Corporation (the “Company”),
and Scott Meyers (the “Employee”).

     

    WHEREAS, the Company wishes to employ
the Employee as Chief Accounting Officer and to perform the duties and services
incident to such position for the Company, and the Employee 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 March 22, 2009 (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, 2009 and on each
      successive December 31 unless either party provides the other with at
      least 30 days prior written notice, or unless the contract has been
      terminated by the parties in accordance with the provisions of Section 6
      of this Agreement.  The period of time from the Effective Date
      until the Termination Date, as defined in Section 6b., shall be the
      “Term.”

            


    

     

    
      	
              2.  

            	
              Position and
      Responsibilities

            


    

     

    
    

    
      	
               
      a.  

            	
              Position.  The
      Employee shall initially serve as the Chief Accounting Officer of the
      Company and shall initially report to a designated member of the Executive
      Leadership Team and be under the general direction and control of a
      designated member of the Executive Leadership
  Team.

            


    

     

    
    

    
      	
               
      b.   

            	
              Responsibilities.  The
      Employee 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. The Employee
      shall perform such managerial duties and responsibilities for the Company
      as may be reasonably be assigned to
him.

            


    

     

    
    

    
      	
               
      c.   

            	
              Dedication of Professional
      Services.  The Employee shall devote substantially all of
      his 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 his
      position with the Company. Employee 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 of the Chief Financial Officer.
      Provided, however, that this restriction shall not be construed as
      preventing Employee from investing his 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 Employee in the operation of the affairs of the business in
      which such investment is made and in which his participation is solely
      that of a passive investor.

            


    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    
       

      
      

      
        	
                 
      

              	
                the
      Company and its Affiliates, during the Term, whether or not such activity
      is pursued for gain, profit or other pecuniary advantage without approval
      of the Chief Financial Officer. Provided, however, that this restriction
      shall not be construed as preventing Employee from investing his 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 Employee in the operation of
      the affairs of the business in which such investment is made and in which
      his participation is solely that of a passive investor.

              


      

       

    

    
    

    
      	
               
      d.  

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

            


    

     

    
    

    
      	
               
      e.   

            	
              Minimum Stock
      Ownership.  Employee shall, by the fifth anniversary of
      the Effective Date and until his Termination Date, maintain a minimum
      stock ownership equal to one times the Employee's Base Salary, as defined
      in Section 3a.

            


    

     

    
    

     

    
      	
               
      f.   

            	
              Place of
      Employment.  The place of employment shall be the
      Company’s offices in Bridgeport, West Virginia, unless Employee and the
      Company mutually agree to an alternative location.  Employee
      acknowledges that there may be substantial business travel associated with
      Employee’s position.

            


    

     

    
      	
              3.  

            	
              Compensation

            


    

     

    
    

    
      	
               
      a.   

            	
              Base Salary.  The
      Company shall pay the Employee an annual (defined as a 12 month period)
      base salary of $202,000 (the “Base Salary”) commencing on the Effective
      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 Executive Leadership Team, and may be
      changed by the Executive Leadership Team in its sole discretion, taking
      into account the base salaries, aggregate annual cash compensation, and
      other compensation of individuals holding similar positions at other
      comparable companies and the performance of the Employee and the
      Company.

            


    

     

    
    

    
      	
               
      b.  

            	
              Performance Bonus.  In
      addition to his Base Salary, the Employee shall be eligible to earn an
      annual performance bonus (the “Bonus”) during the Term, first payable in
      2010 for 2009 performance (with the 2009 Bonus prorated to reflect the
      actual 2009 service term), based on the achievement of individual
      performance plan objectives.  The Bonus shall be paid in cash no
      later than March 15 of the following
year.

            


    

     

    
    

    
      	
               
      c.   

            	
              Initial Restricted Stock
      Award.  Employee will receive a one-time award of
      restricted stock equal in value to $202,000.  For this purpose,
      the value of the restricted stock will be based on the average closing
      price of the 

            


    

     

    
      
        
          
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                stock
      of the Company for the month of March, 2009.  The restricted
      stock will vest at the rate of 25% for each complete year worked by
      Employee under this Agreement, beginning from the Effective
      Date.

              


      

       

    

    
    

    
      	
               
      d.   

            	
              Other
      Compensation.  The Employee 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.

            


    

     

    
      	
              4.  

            	
              Employee
      Benefits

            


    

     

    
      	
              a.  

            	
              Participation in
      Company Benefit Plan.  During the Term, the Company shall
      provide the Employee with coverage under all employee pension and welfare
      benefit programs, plans and practices commensurate with his positions in
      the Company and to the extent permitted under the respective employee
      benefit plan.  Standard employee deductibles, co-pays, and
      premiums apply.

            


    

     

    
      	
              b.  

            	
              Vacation.  The
      Employee will be entitled to twenty days of paid vacation in each calendar
      year, to be taken at such times as is reasonably determined by the
      Employee to be consistent with the Employee’s responsibilities under this
      Agreement.

            


    

     

    
      	
              c.  

            	
              Expense
      Reimbursement. The Employee is authorized to incur reasonable
      expenses in carrying out his duties and responsibilities under this
      Agreement, including, without limitation, expenses related to travel,
      meals, entertaining, and similar items related to such duties and
      responsibilities.  The Company will reimburse the Employee for
      all such expenses on presentation by Employee from time to time of
      appropriately itemized and approved (consistent with the Company’s policy)
      accounts of such expenditures.  All expense reimbursements for a
      calendar year shall be paid in the normal course, but no later than March
      15 of the following calendar year.

            


    

     

    
      	
              d.  

            	
              Automobile.  During
      the Term, the Employee shall be entitled to an automobile stipend equal to
      that received from time to time by Company vice presidents; that stipend
      currently being equal to $1,100 per month as of the Effective
      Date.

            


    

     

    
      	
              e.  

            	
              Moving Expense
      Reimbursement. The Company shall reimburse the Employee for the
      costs associated with the sale of his Pennsylvania residence and the
      moving of his family and household furniture and furnishings to West
      Virginia, in accordance with the Company’s Employee Relocation
      Policy.

            


    

     

    
       

      
        
          	
                  5.  

                	
                  Restrictive
      Covenants

                


        

         

      

      
      

      
        	
                 
      a.   

              	
                
                  Confidential
      Information.  Employee
      hereby acknowledges that in connection with Employee’s employment by the
      Company, Employee will be exposed to and may obtain certain Confidential
      Information (as defined
below)

                

              


      

       

    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
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                (including, without
      limitation, procedures, memoranda, notes, records and customer and
      supplier lists whether such information has been or is made, developed or
      compiled by Employee or otherwise has been or is made available to him)
      regarding the business and operations of the Company and its subsidiaries
      or affiliates.  Employee 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).  Employee 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.  Employee further agrees,
      except for disclosures occurring in the good faith performance of
      Employee’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 indirectly, for Employee’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.  Employee 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 Employee or
      Employee’s agent or other representative or becomes available to Employee
      on a non-confidential basis from a source other than the Company or their
      direct or indirect subsidiaries.  Further, Employee 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, Employee promptly will provide
      the Company with notice of such requirement, so that the Company may seek
      an appropriate protective
order.

              

            


    

     

    
       

      
      

      
        	
                 b.  
      

              	
                Return
      of Property.  Employee agrees to deliver promptly to the
      Company, upon termination of Employee’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,


              


      

       

    

     

     

    
      
        
          
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              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 Employee or furnished to Employee 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 Employee will be
      permitted to retain copies of any documents or materials of a personal
      nature or otherwise related to Employee’s rights under this Agreement. The
      aforementioned materials include materials on Employee’s personal
      computers, which materials shall be destroyed in a manner satisfactory to
      the Company.

            


    

     

    
    

    
      	
               
      c.   

            	
              No Soliciation.  The
      Employee shall not, directly or indirectly, either during the Term or for
      a period of one (1) year thereafter (i) solicit, directly or indirectly,
      the services of any person who was a full-time employee of the Company,
      its subsidiaries, divisions, or affiliates, or otherwise induce such
      employee to terminate or reduce employment, or (ii) solicit the business
      of any person who was a client or customer of the Company, its
      subsidiaries, divisions, or affiliates, in each case at any time during
      the last year of the Term. For purposes of this Agreement, the term
      “person” shall include natural persons, corporations, business trusts,
      associations, sole proprietorships, unincorporated organizations,
      partnerships, joint ventures, limited liability companies or partnerships,
      and governments, or any agencies, instrumentalities, or political
      subdivisions thereof.

            


    

     

    
    

    
      	
               
      d.   

            	
              Non-Compete.  Beginning
      with the second anniversary of the Effective Date, the Employee shall not
      directly, either during the Term or for a period of one (1) year
      thereafter, engage in any Competitive Business in West Virginia,
      Pennsylvania, Colorado, Utah, Wyoming, North Dakota, Michigan, Texas,
      Kansas, and Tennessee; provided, however, that the ownership of less than
      five percent (5%) of the outstanding capital stock of a corporation whose
      shares are traded on a national securities exchange or on the
      over-the-counter market shall not be deemed engaging any Competitive
      Business.  "Competitive Business" shall mean the oil and natural
      gas industry, including oil and gas leasing, drilling, and other
      operations, syndication and marketing of partnership or other investments
      related to oil and natural gas operations, or any other business
      activities that are the same as or similar to the Company’s business
      operations as its business exists on the Effective Date or on the
      Termination Date.

            


    

     

    
      
        	
                 
      e.  

              	
                Remedies.
      Employee acknowledges and agrees that the Company’s remedy at law for a
      breach or a threatened breach of the provisions herein would be
      inadequate, and in recognition of this fact, in the event of a breach or
      threatened breach by Employee of any of the provisions of this Agreement,
      it is agreed that the Company shall be entitled to equitable relief in the
      form of specific performance, a temporary restraining order, a temporary
      or permanent injunction or any other equitable remedy which may then be
      available, without posting bond or other security.  Employee
      acknowledges that the granting of a temporary injunction, a temporary
      restraining order or other permanent injunction


              


      

       

    

     

     

    
      
        
          
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                  merely
      prohibiting Employee from engaging in any business activities would not be
      an adequate remedy upon breach or threatened breach of this Agreement, and
      consequently agrees upon any such breach or threatened breach to the
      granting of injunctive relief prohibiting Employee from engaging in any
      activities prohibited by this Agreement.  No remedy herein
      conferred is intended to be exclusive of any other remedy, and each and
      every such remedy shall be cumulative and shall be in addition to any
      other remedy given hereunder now or hereinafter existing at law or in
      equity or by statute or otherwise.

                


        

         

      

    

    
      	
              6.  

            	
              Termination of the
      Agreement

            


    

     

    
    

    
      	
               
      a.   

            	
              Notice of
      Termination.  Either the Employee or the Board may
      terminate this Agreement at any time and in his or their sole discretion
      upon no less than 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 6.c., Section 6.d., Section 6.e, Section 6.f or
      Section 6g.) and shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of Employee'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 Employee shall be communicated by a Notice of Termination to
      the other party hereto in accordance with  Section 7 (“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.

            


    

     

    
      	
              c.  

            	
              Termination by the
      Company for Just Cause.

            


    

     

    
      	
              (i)  

            	
              The
      Company may terminate the Employee for “Just Cause” (as defined in Section
      6c.ii), provided that the Company
shall:

            


    

     

    
      	
              (A)  

            	
              Give
      the Employee Notice of Termination as specified in Section 6.a.,
      and

            


    

     

    
      	
              (B)  

            	
              Pay
      the Employee, within thirty days after his Termination Date, his Base
      Salary through the Termination Date at the rate in effect at the time the
      Notice of Termination is given plus any Bonus (only for periods completed
      and accrued, but not paid), incentive, deferred, 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 good faith
      determination of the Board that the
Employee:

            


    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
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              (A)  

            	
              Failed
      to substantially perform his duties with the Company (other than a failure
      resulting from his 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 he has not substantially performed his duties, and the
      Employee 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;

            


    

     

    
      	
              (D)  

            	
              Conduct
      by Employee which demonstrates gross  unfitness to serve the
      Company in your position (that is not remedied by Employee within fourteen
      (14) days of written notice of such unfitness from the Chief Financial
      Officer); or

            


    

     

    
      	
              (E)  

            	
              Has
      materially breached the terms of this
Agreement.

            


    

     

    
      	
              (iii)  

            	
              The
      Employee shall not be deemed to have been terminated with Just Cause under
      (ii)(B), (C), (D), or(E) unless there shall have been delivered to the
      Employee a letter setting forth the reasons for the Company’s termination
      of the Employee for Just Cause.

            


    

     

    
    

    
      	
               
      d.   

            	
              Termination by the Company Without
      Just Cause.  In the event the Company terminates
      Employee’s employment prior to the expiration of this Agreement (including
      extensions as provided in Section1.b.) for any reason other than for Just
      Cause or the death or Disability (as defined in Section 6e.) of the
      Employee, the Company shall:

            


    

     

    
      	
              (i)  

            	
              Within
      thirty days of the Termination
Date:

            


    

     

    
      	
              (A)  

            	
              If
      the Termination Date for the Employee is on or prior to the anniversary of
      the Effective Date, pay in a lump sum to the Employee an amount equal to
      twelve months of Base Salary.

            


    

     

    
      	
              (B)  

            	
              If
      the Termination Date for the Employee occurs after the anniversary of the
      Effective Date, but on or prior to the second anniversary of the Effective
      Date, pay in a lump sum to the Employee an amount equal to eighteen months
      of Base Salary.

            


    

     

    
      	
              (C)  

            	
              If
      the Termination Date for the Employee occurs after the second anniversary
      of the Effective Date, pay to the Employee a lump sum severance payment
      equal to two times the sum of: a) the Employee's highest Base Salary
      during the previous two years of

            


    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
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                employment
      immediately preceding the Termination Date, plus b) the highest Bonus paid
      to the Employee during the same two year
period.

              


      

       

    

    
      	
              (ii)  

            	
              Pay
      to the Employee any unpaid expense reimbursement upon presentation by the
      Employee 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)  

            	
              Immediately
      vest any unvested Company stock options or restricted
    stock,

            


    

     

    
      	
              (iv)  

            	
              Pay
      any deferred income or other benefit payments due under this or any other
      agreements or plans, provided such payments shall be made under the
      schedule originally contemplated in the agreement under which they were
      granted, and

            


    

     

    
      	
              (v)  

            	
              Continue
      coverage of the Employee and any dependents covered at the time of
      termination under the Company’s group health plans at the Company’s cost
      for a period equal to the lesser of (i) 18 months or (ii) such period as
      the Employee is eligible to participate in another employer’s health
      plan.

            


    

     

    
    

    
      	
               
      e.   

            	
              Termination in the Event of Death or
      Disability.  This Agreement may be terminated by the
      Company in the event of the death or Disability (as hereinafter defined)
      of the Employee upon proper notification to the Employee (or his estate in
      the event of his death), provided the Company shall pay to the Employee
      (or to the estate of the Employee in the event of termination due to the
      death of the Employee) the compensation and other benefits described in
      Section 3a. of this Agreement which would have been earned for (6) months
      after the Termination Date and any amounts earned under Section 3b. of
      this Agreement prorated for the period up to the Termination
      Date.  The benefits provided under this Section shall be no less
      favorable to Employee 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 Employee, as a terminated
      employee of the Company, or his family may be entitled under the Company's
      life insurance, medical, hospitalization or disability plans following his
      Termination Date or under applicable law, and any other benefits or
      payments earned by the employee under this or any other agreement or
      plan.  “Disability” means the inability of Employee 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 6.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.

            


    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
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      f.   

            	
              Termination by the
      Employee.  The Employee may terminate this Agreement upon
      proper notification as provided in Section 6.a.  In such event
      the Company shall pay to the
Employee:

            


    

     

    
      	
              (i)  

            	
              Within
      thirty (30) days after his Termination Date, in a lump sum, the
      compensation provided in Section 3 at the rate in effect at the time of
      the Notice of Termination. The Base Salary and Bonus shall be prorated for
      the portion of the year that the Employee is employed by the Company;
      provided, however, that if the Employee’s termination occurs prior to
      March 31 of the year the Employee shall not be entitled to a prorated
      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;

            


    

     

    
      	
              (iii)  

            	
              Any
      unpaid expense reimbursement upon presentation by the Employee of an
      accounting of such expenses in accordance with normal Company practices;
      and

            


    

     

    
      	
              (iv)  

            	
              Any
      other payments for benefits earned under this or any other employment
      agreement or plan.

            


    

     

    
      	
              g.  

            	
              Termination by the
      Employee following Change of
Control.

            


    

     

    
      	
              (i)  

            	
              In
      the event the Employee terminates this Agreement within two years
      following a Change of Control of the Company (as defined in this Section
      6g.) due to a material diminution of Employee's Base Salary or a material
      diminution in the reward opportunities under his Bonus (the "Double
      Trigger Event") and the Employee provides Notice of Termination within 60
      days of the initial existence of the Double Trigger Event, the Company
      shall have thirty (30) days to remedy the condition and not be required to
      pay the amount and if the condition shall not be remedied within such
      thirty (30) day period, the Company
shall:

            


    

     

    
      	
              (A)  

            	
              Pay
      to the Employee within 30 days after the Termination Date, in a lump sum,
      a severance payment equal to two times the sum of: a) the Employee's
      highest Base Salary during the previous two years of employment
      immediately preceding the Termination Date, plus b) the highest Bonus paid
      to the Employee during the same two year
period,

            


    

     

    
      
        	
                (B)  

              	
                Pay
      to the Employee any unpaid reimbursement upon presentation by the Employee
      of an accounting of such expenses in accordance


              


      

       

    

     

    
      
        
          
            DM3\941973.2

          

           


        

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

            


    

     

    
      	
              (C)  

            	
              Immediately
      vest any unvested Company stock options or restricted
    stock,

            


    

     

    
      	
              (D)  

            	
              Pay
      any deferred income or retirement payment or other benefit payments due
      under this or any other agreements or plans, provided such payments shall
      be made under the schedule originally contemplated in the agreement under
      which they were granted, and

            


    

     

    
      	
              (E)  

            	
              Continue
      coverage of the Employee under the Company’s group health plans at the
      Company’s cost for a period equal to the lesser of (i) 18 months or (ii)
      such period as the Employee is receiving COBRA health continuation
      coverage from the Company.

            


    

     

    
      	
              (ii)  

            	
              A
      "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:

            


    

     

    
      	
              (I)  

            	
              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

            


    

     

    
      	
              (II)  

            	
              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.

            


    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
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              (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, 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.

     

    
      	
              h.  

            	
              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 6 not be
      considered non-qualified deferred compensation subject to Internal Revenue
      Code Section 409A.  If Employee is considered a Specified
      Employee under Internal Revenue Code Section 409A, then 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 the Employee’s
      separation from service of the Company (or, if earlier, the date of death
      of Employee).

            


    

     

    
    

    
      	
               
      i.   

            	
              Release.  Prior to the
      payment by the Company of the amounts due under subsections (d), (f) or
      (g) above, Employee shall execute the release satisfactory to the
      Company.

            


    

     

    
    

    
      	
               
      7.  

            	
              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 Director of Human Resources 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.

            


    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
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    Company
at:                        Petroleum
Development Corporation

                              120 Genesis Blvd.

                              PO Box 26

                              Bridgeport, WV
26330

     

    Employee at:        Scott Meyers

                              1233 Linden Vue
Drive

                              Cannonsburg, Pennsylvania
15317

     

    
    

     

    
      	
               
      8.   

            	
              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 Employee, in such amounts
      and in such form or forms as the Company may
      determine.  Employee 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.  Employee
      hereby represents that to his knowledge he is in excellent physical and
      mental condition.

            


    

     

    
    

    
      	
               
      9.   

            	
              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.

            


    

     

    
    

    
      	
               
      10.   

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

            


    

     

    
    

    
      	
               
      11.   

            	
              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 Employee 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.

            


    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
      	
               
      12.   

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

            


    

     

    
    

    
      	
               
      13.   

            	
              Waiver of Breach.  The
      waiver of either the Company or Employee 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
  Employee.

            


    

     

    
    

    
      	
               
      14.   

            	
              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.

            


    

     

    
    

    
      	
               
      15.   

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

            


    

     

    
      	
               
      16.   

            	
              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 Employee 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 Employee, 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.

            


    

     

    
      
      

      
        	
                 
      17.   

              	
                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.

              


      

       

    

    
    

    
      	
               
      18.   

            	
              Arbitration.  Any
      controversy or claim arising out of or relating to this Agreement or any
      transactions provided for herein, or the breach thereof, other than a
      claim for injunctive relief, shall be settled by arbitration in accordance
      with the commercial Arbitration Rules of the American Arbitration
      Association (the "Rules") in effect at the time demand for arbitration is
      made by any party.  The evidentiary and procedural rules in such
      proceedings shall be kept to the minimum level of formality that is
      consistent with the Rules. The Company shall name one arbitrator, Employee
      shall name a second and the two arbitrators so chosen shall name a
      neutral, third arbitrator, who shall serve as the sole arbitrator of the
      controversy or claim.  The third arbitrator shall be experienced
      in the matters in dispute.  In the event that the third and sole
      arbitrator is not agreed upon, the American Arbitration Association shall
      name him or her.  Arbitration shall occur in Bridgeport, West
      Virginia, or such other location agreed to by the Company and
      Employee.  The award made by the third arbitrator shall be final
      and binding, and judgment may be entered in any court of law having
      competent jurisdiction. The award is


            


    

     

    
      
        
          
            DM3\941973.2

          

           


        

        
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                subject
      to confirmation, modification, correction, or vacation only as explicitly
      provided in Title 9 of the United States Code.  The prevailing
      party shall be entitled to an award of pre- and post-award interest as
      well as reasonable attorneys' fees incurred in connection with the
      arbitration and any judicial proceedings related
  thereto.

              


      

       

    

    
    

    
      	
               
      19.   

            	
              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.

            


    

     

    
    

    
      	
               
      20.   

            	
              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.

            


    

     

    
    

    
      	
               
      21.   

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

            


    

     

    


     


    
      
        
          DM3\941973.2

        

         


      

      
        14

        
          

        

      

      
         


      

    


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

     

    


      
        
          
            
              	
                      Company

                    	 
      	
                      Executive

                    	 
      
	
                      Petroleum
      Development Corporation

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      By:

                    	 
      /s/ Richard W. McCullough	 
      	 
      	 
      	 
      	 
      	 
      /s/ R. Scott Meyers	 
      	 
      	 
      	 
      
	 
      	
                      Richard
      W. McCullough

                    	 
      	 
      	
                      Scott
      Meyers

                    
	 
      	
                      Chairman
      and Chief Executive Officer

                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      


            

          

        

      





    
      
        
          DM3\941973.2

        

         


      

      
        15