Amendment to Separation Agreement with Eric R. Stearns, former Executive Vice President, dated June 29, 2009

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: