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PVA > SEC Filings for PVA > Form 8-K on 19-Feb-2014All Recent SEC Filings

Show all filings for PENN VIRGINIA CORP

Form 8-K for PENN VIRGINIA CORP


19-Feb-2014

Entry into a Material Definitive Agreement, Change in Directors or Principal O


Item 1.01. Entry into a Material Definitive Agreement.

On February 13, 2014, the Board of Directors (the "Board") of Penn Virginia Corporation (the "Company") approved changes to the Company's director compensation policy to (i) increase the annual equity portion of a director's compensation from $110,000 to $120,000 and (ii) increase the annual cash retainer payable to the Chairman of the Compensation and Benefits Committee of the Board (the "C&B Committee") from $15,000 to $20,000. The changes had been recommended to the Board by the C&B Committee and are effective January 1, 2014.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Executive Compensation

On February 12, 2014, the C&B Committee determined that cash bonuses payable to
executive officers of the Company in 2014 relating to their performance in 2013
are as follows:



Name and Principal Position                                         Cash Bonus ($)

H. Baird Whitehead                                                          575,000
President and Chief Executive Officer
Steven A. Hartman                                                           270,000
Senior Vice President and Chief Financial Officer
John A. Brooks                                                              290,000
Executive Vice President and Chief Operating Officer
Nancy M. Snyder                                                             260,000
Executive Vice President, Chief Administrative Officer,
General Counsel and Corporate Secretary

On the same day, the C&B Committee determined that base salaries payable to executive officers of the Company in 2014 are as follows:

Name and Principal Position                                         2014 Salary ($)

H. Baird Whitehead                                                           625,000
President and Chief Executive Officer
Steven A. Hartman                                                            345,000
Senior Vice President and Chief Financial Officer
John A. Brooks                                                               385,000
Executive Vice President and Chief Operating Officer
Nancy M. Snyder                                                              335,000
Executive Vice President, Chief Administrative Officer,
General Counsel and Corporate Secretary

2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines

On February 12, 2014, the C&B Committee amended the Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines (the "Incentive Award Guidelines"). The principal amendments were as follows:

Replace the NAV per share and EBITDAX performance metrics with a leverage performance metric (defined as the ratio of total debt to EBITDAX);



Change the cash bonus target and stretch amounts for the Company's Chief Operating Officer from 100% and 200% to 90% and 180%;

Change references from Mcfe (million cubic feet equivalent) to BOE (barrel of oil equivalent;

Update references to the Company's revolving credit facility and long-term equity incentive plan;

Set the 2014 weightings for the four performance metrics (production, drilling F&D costs per BOE, cash costs per BOE and leverage) at 25% each; and

Set the 2014 attainment levels for each of the four performance metrics.

A copy of the Incentive Award Guidelines, as amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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


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