Third Modification to Employment Agreement
AGREEMENT, Made as of January 1, 1999, between PETROLEUM DEVELOPMENT
CORPORATION, a Nevada Corporation with its principal offices at 103 E.
Main Street, Bridgeport, West Virginia 26330, party of the first part,
sometimes herein called the "Employer" and JAMES N. RYAN, 202 5. Warfield
Street, Wildwood, Florida 34785, party of the second part, herein
sometimes called the "Employee".
1. Recitals. (a) WHEREAS, the Employer employs the Employee under
the term of a written employment agreement dated July 1, 1988, and amended
and modified by subsequent written agreements dated March 1, 1991, and
October 21, 1994; and (b) WHEREAS, by corporate resolution adopted by the
Board of Directors on January 5, 1999, authorized further modifications to
said employment agreements by extending the terms of the agreement to
December 31, 2003 and otherwise amending and modifying the terms thereof
by adding to said agreements provisions for an executive deferred
retirement plan; and (c) WHEREAS, in recognition of past services and
competitive industry compensation practices, and as an incentive to induce
the Employee to extend his period of employment with the Employer, the
within deferred retirement is hereby established.
NOW THEREFORE, in consideration of the premises and the parties
intending to be bound, agree as follows:
2. Amendment. Employment Agreements and amendments thereto be and
are further modified and amended by the following provisions providing for
an executive deferred retirement plan to the benefit of the employee.
3. Term Extended. The term of the current Employment Agreements
and the amendment be and are hereby extended for three (3) additional
years to December 31, 2003.
4. Terms and Conditions. Terms and conditions of this executive
deferred retirement program are as follows:
a. The program includes the named Employee.
b. Except in the event of the death or disability of the
Employee or of a change of control of the company, the
benefits of the program will vest upon the completion of
five years of employment commencing January 1, 1999. In
the event of death or disability or of a change of
control vesting will be immediate for the Employee who
has not yet completed the additional five years of
service.
c. When the vesting requirements have been met the Employee
will be entitled to receive an annual payment equal to
$60,000 per year upon retirement from the company
beginning July 1, 2004, and continuing for a total of
ten payments. If the Employee continues to be employed
by the company the start of the payments will be delayed
until the first of July following his retirement from
the company. The employee may also elect to have his
payments deferred for a period of up to 5 years
following his retirement. In the event of employment
beyond the five year vesting period or the deferral of
payment following retirement the amount of the annual
benefit will be increased by 10.75 percent compounded
annually for each additional year of employment and/or
each year which the beginning of payment is deferred.
(See schedule in paragraph five (5) below)
d. The Employee and/or his spouse shall be entitled to
participate in the group health plan of the company or
its successors or for as long as either shall live by
paying the same premium for such coverage as is charged
to other employees of the company or its successor.
e. In the event of the death or disability of the Employee,
payments due under this retirement program shall be made
as designated by the Employee for any remaining unpaid
benefits. In the event the Employee is still employed at
the time of his death, his designees will receive the
full amount specified in the retirement program paid
over a 10 year period commencing with July 1 following
his death in addition to any other benefits specified in
the contract.
f. In the event the company or a majority of its assets are
acquired by another entity the benefits due under this
agreement will be accelerated and due immediately. In
the case of an employee who has already retired he shall
be paid a single payment equal to the sum of the
remaining payments he is entitled to receive. In the
case of an employee who has not yet retired he shall be
entitled to receive an accelerated retirement benefit as
set forth above for ten years less the period used to
calculate the change of control payment under Section
11.01 of the employment agreement as set forth in
"Modifications to Employment Agreement (No. 2)."
g. The provisions of this amendment shall survive the
expiration of the employment agreement and its
amendments.
5. Year Amount
5 $60,000
6 $66,454
7 $73,603
8 $81,520
9 $90,289
10 $100,002
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first hereinabove written.
EMPLOYER:
PETROLEUM DEVELOPMENT CORPORATION,
a Nevada corporation
By:
Its
ATTEST:
Secretary
EMPLOYEE:
JAMES N. RYAN
STATE OF WEST VIRGINIA,
COUNTY OF HARRISON, TO-WIT:
The foregoing instrument was acknowledged before me this day of
January, 1999, by ,
of PETROLEUM DEVELOPMENT CORPORATION, a Nevada corporation, for
and on behalf of the Corporation.
My Commission Expires:
NOTARY PUBLIC
STATE OF WEST VIRGINIA,
COUNTY OF HARRISON, TO-WIT:
The foregoing instrument was acknowledged before me this
day of January, 1999, by JAMES N. RYAN.
My Commission Expires:
NOTARY PUBLIC
This instrument prepared by:
Roger J. Morgan, Esquire
YOUNG, MORGAN & CANN, Attorneys at Law
Suite One, Schroath Building, Clarksburg, West Virginia 26301