Third Modification to Employment Agreement
AGREEMENT, Made as of January 1, 1999, between PETROLEUM DEVELOP-
MENT 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 STEVEN R. WILLIAMS, 137 Ashford Drive,
Bridgeport, West Virginia 26330, 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
$40,000 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.
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 $40,000
6 $44,303
7 $49,068
8 $54,347
9 $60,193
10 $66,668
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:
STEVEN R. WILLIAMS
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 STEVEN R. WILLIAMS.
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