Amended And Restated

Penn Virginia Corporation Amended and Restated Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines

by Penn Virginia
February 19th, 2014

Exhibit 10.1

PENN VIRGINIA CORPORATION

AMENDED AND RESTATED ANNUAL INCENTIVE CASH BONUS AND

LONG-TERM EQUITY COMPENSATION GUIDELINES

 

1. Purpose of the Guidelines.

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

 

2. Definitions.

The following terms used herein shall have the following meanings:

(a) “Board” means the Board of Directors of the Company.

(b) “BOE” means barrel of oil equivalent.

(c) “Budget” means the Company’s annual budget for the applicable Plan Year, as approved by the Board.

(d) “Cash Bonus Award” means an incentive cash bonus award granted to a Participant pursuant to the Guidelines that is paid in a lump sum cash payment.

(e) “Cash Bonus Percentages” shall mean those cash bonus award percentages described on Exhibit A under the heading “Cash Bonus Percentages – Executive Officers – Percent of Base Salary.”

(f) “Cash Bonus Pool” means that amount of cash actually available for Cash Bonus Awards in any given Plan Year, as determined in accordance with Section 3 of the Guidelines.

(g) “Cash Bonus Pool Target” means, with respect to any given Plan Year, the total amount of cash that would be payable as Cash Bonus Awards with respect to such Plan Year to all Participants if each Participant received his or her Target Cash Bonus.

(h) “Cash Costs per BOE” means, with respect to any given Plan Year, (x) the sum of the Company’s cash lease operating, gathering, processing and transportation expenses, production and ad valorem taxes and general and administrative expenses during such Plan Year as set forth in the Financial Statements divided by (y) the Company’s total Production during such Plan Year measured in BOE.

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

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

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


(l) “Company Performance Measures” means, with respect to Plan Year 2014, Leverage Ratio, Production, Reserves, Drilling F&D costs per BOE and Cash Costs per BOE. The Committee shall, by resolution, determine the Company Performance Measures for each Plan Year after 2014.

(m) “Credit Agreement” means the Company’s Credit Agreement dated September 28, 2012, as amended, restated or replaced.

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

(o) “EBITDAX” shall have the meaning assigned to such term in the Company’s Credit Agreement.

(p) “Employee Stock Incentive Plan” means the Company’s 2013 Amended and Restated Long-Term Incentive Plan, as amended, restated or replaced.

(q) “Executive Officer” means the Company’s CEO, Chief Financial Officer, Chief Operating Officer and Chief Administrative Officer and any other officers which the Committee may, by resolution, identify as an Executive Officer.

(r) “Financial Statements” means the Company’s audited financial statements as of and for the year ended December 31st of the applicable Plan Year.

(s) “Guidelines” means these Amended and Restated Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines.

(t) “Individual Performance Measures” means those objective and subjective corporate and individual measures that (i) the CEO considers in recommending to the Committee, and that the Committee uses to determine, the Cash Bonus Award and Long-Term Equity Compensation Award of each Executive Officer other than the CEO, (ii) the Committee considers in determining the Cash Bonus Award and Long-Term Equity Compensation Award of the CEO and (iii) the CEO considers in approving Cash Bonus Awards and Long-Term Equity Compensation Awards of Participants other than the Executive Officers.

(u) “Leverage Ratio” means the ratio of Total Debt as of the end of a Plan Year to EBITDAX for such Plan Year.

(v) “Long-Term Equity Compensation Award” means an incentive equity award determined to be granted to a Participant pursuant to the Guidelines that is denominated in a dollar amount and that is paid out in the form of an award under the Employee Stock Incentive Plan.

 

2


(w) “Participant” means any employee of the Company who was employed by the Company on December 31st of the Plan Year with respect to whom a Cash Bonus Award or Long-Term Equity Compensation Award is paid.

(x) “Performance Level Percentages” means, with regard to Plan Year 2014, the performance level percentages set forth on Exhibit B under the heading “Performance Level Percentages.” The Committee shall, by resolution, determine Performance Level Percentages for each Plan Year after 2014.

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

(z) “Production” means the Company’s net production for the applicable Plan Year as set forth in the Financial Statements.

(aa) “Reserves” means the Company’s proved reserves on December 31st of the applicable Plan Year as set forth in the official report prepared by the Company’s independent petroleum engineers for such Plan Year.

(bb) “Target Cash Bonus” means, with respect to any Participant, the product of (x) such Participant’s base salary on December 31st of the Plan Year with respect to which a Cash Bonus Award is being considered times (y) such Participant’s Target Cash Bonus Percentage times (z) a fraction, the numerator of which is the number of days that the Participant was employed by the Company during such Plan Year and the denominator of which is 365.

(cc) “Target Cash Bonus Percentage” means, with respect to Executive Officers, those percentages described on Exhibit A under the heading “Cash Bonus Percentages – Executive Officers – Percent of Base Salary – Target” and, with respect to Participants other than Executive Officers, the target percentages for such Participants determined as described on Exhibit A.

(dd) “Target Equity Incentive Percentage” means, with respect to Executive Officers, those percentages described on Exhibit A under the heading “Equity Incentive Percentages – Executive Officers – Target Percent of Base Salary” and, with respect to Participants other than Executive Officers, the target percentages for such Participants determined as described on Exhibit A.

(ee) “Total Debt” has the meaning assigned to such term in the Credit Agreement.

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

 

3. Calculation of Cash Bonus Pool.

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

 

3


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

 

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

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

(i) The CEO shall recommend to the Committee Individual Performance Measures for each Executive Officer other than the CEO;

(ii) The Committee shall approve Individual Performance Measures for each Executive Officer, including the CEO, and the CEO shall advise each other Executive Officer of his or her Individual Performance Measures; and

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

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

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

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

(ii) The Committee shall set the Cash Bonus Award for each Executive Officer, including the CEO, using the same criteria described in subsection (b)(i); and

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

 

4


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

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

(i) The CEO shall recommend to the Committee a Long-Term Equity Compensation Award for each Executive Officer with respect to the immediately preceding Plan Year, which recommendation shall be based on (A) such Executive Officer’s Target Equity Incentive Percentage, (B) whether such Executive Officer met, exceeded or did not meet his or her Individual Performance Measures set for such immediately preceding Plan Year, (C) the relative importance to the success of the Company’s execution of its strategic objectives of retaining and incentivizing the Executive Officer beyond the current Plan Year, (D) peer comparison data and (E) such other appropriate criteria as the CEO shall determine;

(ii) The Committee shall set the Long-Term Equity Compensation Award for each Executive Officer, including the CEO, using the same criteria described in subsection (c)(i); and

(iii) After receiving recommendations from the other Executive Officers, as appropriate, the CEO shall approve the Long-Term Equity Compensation Award to be considered by the Committee to be paid to each Participant other than Executive Officers and shall advise the Committee of the amounts of such awards. All Long-Term Equity Compensation Awards shall be paid out in the form of an award approved by the Committee under the Employee Stock Incentive Plan.

 

5. Interpretation; Amendments.

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

 

6. Governing Law.

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

 

7. Effective Date and Term of Guidelines.

The Guidelines became effective on February 23, 2011 and shall remain in effect until terminated by the Board. The Guidelines were last amended February 12, 2014.

 

5


EXHIBIT A

CASH BONUS PERCENTAGES

Executive Officers

 

     Percent of Base Salary  

Officer

   Threshold    Target      Stretch  

CEO

   0 – 50      100         200   

COO

   0 – 50      90         180   

CAO/GC

   0 – 40      80         160   

CFO

   0 – 40      80         160   

Sr. VP

   0 – 40      80         160   

Other Employees

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

EQUITY INCENTIVE PERCENTAGES

Executive Officers

 

Officer

   Target Percent of Base Salary

CEO

   300 – 600

COO

   200 – 400

CAO/GC

   200 – 400

CFO

   200 – 400

Sr. VP

   200 – 400

Other Employees

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

 

A-1


EXHIBIT B

2014 QUANTITATIVE PERFORMANCE MEASURES AND WEIGHTING FACTORS

 

Performance Measure

   Weighting
Factor
   

Level of Attainment*

   Performance Level
Percentages
 

Production

     25   111% of Budget      200
     110% of Budget      185
     109% of Budget      175
     108% of Budget      170
     107% of Budget      160
     106% of Budget      145
     105% of Budget      140
     104% of Budget      135
     103% of Budget      130
     102% of Budget      115
     99% – 101% of Budget      100
     98% of Budget      95
     97% of Budget      90
     96% of Budget      85
     95% of Budget      80
     94% of Budget      75
     93% of Budget      70
     92% of Budget      55
     90% – 91% of Budget      50

Drilling F&D Costs per BOE

     25   85% of Budget      200
     86% of Budget      190

Cash Costs Per BOE

     25   87% of Budget      180
     88% of Budget      175
     89% of Budget      170
     90% of Budget      165
     91% of Budget      160
     92% of Budget      155
     93% of Budget      150
     94% of Budget      142.5
     95% of Budget      135
     96% of Budget      125
     97% of Budget      117.5
     98% of Budget      110
     99% – 101% of Budget      100
     102% of Budget      97.5
     103% of Budget      95