esrseparationamend.htm


    
      

    

    CONFORMED COPY

    
 Amendment to Separation
Agreement

    


    This
Amendment to Separation Agreement (the “Amendment”) is made and entered into
this 29th day of June, 2009 by and between Petroleum Development Corporation, a
Nevada Corporation (the “Company”) and Eric R. Stearns (“Stearns”)
(collectively, the “Parties”).

     

    WHEREAS,
the Parties executed a Separation Agreement on May 19, 2009;

     

    WHEREAS,
the Separation Agreement  provides that Exhibit B thereto is to be
amended to identify the fourteen thousand five hundred (14,500) Shares of
Restricted Stock of the Company listed on such Exhibit which vest pursuant to
the Separation Agreement;

     

    WHEREAS,
the Parties desire to amend Exhibit B by this Amendment which also serves to
clarify that (i) eight thousand forty-five (8,045) unexercised Options were
forfeited (ii) sixteen thousand three hundred seventy-five (16,375) Shares of
Restricted Stock were forfeited and (iii) twenty one thousand two hundred sixty
three (21,263) Performance Shares were forfeited;

     

    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 to amend
Exhibit B of the Separation Agreement to read as follows:

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            EXHIBIT
      B

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            EQUITY
      COMPENSATION

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            AWARDS
      OUTSTANDING AS OF MAY 19, 2009

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                                            Shares

                                          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                            Accelerated

                                          	 
      	
                                            Total
      Shares

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                            Pursuant
      to

                                          	 
      	
                                            Vested
      and

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                            Vested

                                          	 
      	
                                            Unvested

                                          	 
      	
                                            Original

                                          	 
      	
                                            Outstanding

                                          
	 
      	 
      	
                                            Original

                                          	 
      	
                                            Ending

                                          	 
      	
                                            Original

                                          	 
      	
                                            As
      of

                                          	 
      	
                                            As
      of

                                          	 
      	
                                            Terms
      of

                                          	 
      	
                                            as
      of

                                          
	
                                            Award
      Type

                                          	 
      	
                                            Grant
      Date

                                          	 
      	
                                            Vest
      Date

                                          	 
      	
                                            Award

                                          	 
      	
                                            5/19/2009

                                          	 
      	
                                            5/19/2009

                                          	 
      	
                                            Award

                                          	 
      	
                                            6/18/2009

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            Options

                                          	 
      	
                                            3/16/2006

                                          	 
      	
                                             3/16/2010
      

                                          	 
      	
                                                        4,375

                                          	 
      	
                                                        3,281

                                          	 
      	
                                                        1,094

                                          	 
      	
                                                       1,094

                                          	 
      	
                                                       4,375

                                          
	 
      	 
      	
                                            12/13/2004

                                          	 
      	
                                            12/13/2008

                                          	 
      	
                                                        3,670

                                          	 
      	
                                                        3,670

                                          	 
      	
                                                              -

                                          	 
      	
                                                             -

                                          	 
      	
                                                       3,670

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	
                                                        8,045

                                          	 
      	
                                                        6,951

                                          	 
      	
                                                        1,094

                                          	 
      	
                                                       1,094

                                          	 
      	
                                                       8,045

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            Restricted
      Stock

                                          	 
      	
                                            3/4/2009

                                          	 
      	
                                            3/4/2013

                                          	 
      	
                                                      16,101

                                          	 
      	
                                                              -

                                          	 
      	
                                                      16,101

                                          	 
      	
                                                     16,101

                                          	 
      	
                                                     16,101

                                          
	 
      	 
      	
                                            3/7/2008

                                          	 
      	
                                            1/1/2013

                                          	 
      	
                                                        8,921

                                          	 
      	
                                                        1,784

                                          	 
      	
                                                        7,137

                                          	 
      	
                                                       7,137

                                          	 
      	
                                                       7,137

                                          
	 
      	 
      	
                                            3/7/2008

                                          	 
      	
                                            3/7/2012

                                          	 
      	
                                                        4,384

                                          	 
      	
                                                        1,096

                                          	 
      	
                                                        3,288

                                          	 
      	
                                                       3,288

                                          	 
      	
                                                       3,288

                                          
	 
      	 
      	
                                            2/20/2007

                                          	 
      	
                                            2/20/2011

                                          	 
      	
                                                        5,976

                                          	 
      	
                                                        2,988

                                          	 
      	
                                                        2,988

                                          	 
      	
                                                       2,988

                                          	 
      	
                                                       2,988

                                          
	 
      	 
      	
                                            3/16/2006

                                          	 
      	
                                            3/16/2010

                                          	 
      	
                                                        5,441

                                          	 
      	
                                                        4,080

                                          	 
      	
                                                        1,361

                                          	 
      	
                                                       1,361

                                          	 
      	
                                                       1,361

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	
                                                      40,823

                                          	 
      	
                                                        9,948

                                          	 
      	
                                                      30,875

                                          	 
      	
                                                     30,875

                                          	 
      	
                                                     30,875

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            Performance Shares (1)

                                          	 
      	
                                            3/4/2009

                                          	 
      	
                                            12/31/2011

                                          	 
      	
                                                        7,179

                                          	 
      	
                                                              -

                                          	 
      	
                                                        7,179

                                          	 
      	
                                                             -

                                          	 
      	
                                                             -

                                          
	 
      	 
      	
                                            3/7/2008

                                          	 
      	
                                            12/31/2010

                                          	 
      	
                                                        7,189

                                          	 
      	
                                                              -

                                          	 
      	
                                                        7,189

                                          	 
      	
                                                             -

                                          	 
      	
                                                             -

                                          
	 
      	 
      	
                                            2/20/2007

                                          	 
      	
                                            12/31/2009

                                          	 
      	
                                                        6,895

                                          	 
      	
                                                              -

                                          	 
      	
                                                        6,895

                                          	 
      	
                                                             -

                                          	 
      	
                                                             -

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	
                                                      21,263

                                          	 
      	
                                                              -

                                          	 
      	
                                                      21,263

                                          	 
      	
                                                             -

                                          	 
      	
                                                             -

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                                                      70,131

                                          	 
      	
                                                      16,899

                                          	 
      	
                                                      53,232

                                          	 
      	 
      	 
      	 
      
	
                                            Total
      shares vested and outstanding

                                          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                     38,920

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            Unexercised
      options forfeited

                                          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                      (8,045)

                                          
	
                                            Restricted
      shares forfeited

                                          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    (16,375)

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            Total
      shares issued

                                          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                     14,500

                                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            (1)
      Forfeited pursuant to section 4(a)(5) of the Separation Agreement
      dated May 19, 2009.

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      



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

       

      


       

      Petroleum
Development Corporation

       

      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      By:

                                    	 
      /s/ Daniel W. Amidon	 
      	 
      /s/ Eric R. Stearns
	 	 
      	 
      	
                                      Eric
      R.
Stearns