PENN VIRGINIA CORPORATION (NASDAQ:PVAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Grant of Awards to Directors Under the Penn Virginia
Corporation 2016 Management Incentive Plan
On December 19, 2016 (the Grant Date), Penn Virginia Corporation
(the Company) entered into a Director Restricted Stock Unit Award
Agreement (each, an Agreement and collectively, the Agreements)
with each of its directors, to which restricted stock units
(Restricted Stock Units) were awarded and issued to such
directors under the Penn Virginia Corporation 2016 Management
Incentive Plan (the Plan). The grants of Restricted Stock Units
were previously approved by the Board of Directors (the Board)
and the Compensation and Benefits Committee (the Compensation
Committee). The Agreements replace the form of Director
Restricted Stock Unit Award Agreement previously approved by the
Board on October 4, 2016, and contemplate that one-third of the
total number of Restricted Stock Units subject to each individual
grant will vest on each of the first three anniversaries of the
Grant Date, subject to the Plan participants continuous service
with the Company through the applicable vesting date. Upon the
occurrence of a change of control, all unvested Restricted Stock
Units will vest as of the date of the change of control. Upon a
Plan participants termination of service with the Company due to
death, disability (as determined by the Board), removal without
cause or removal due to failure to be re-elected or re-appointed,
all unvested Restricted Stock Units will vest as of the date of
such termination.
The form of the Agreement is filed herewith as Exhibit 10.1 and
incorporated by reference into this Item 5.02.
Compensation of Directors
The Board and the Compensation Committee have approved the
non-employee director compensation package, which consists of (i)
an annual cash retainer (the Annual Retainer) of $60,000, (ii) a
grant of Restricted Stock Units under the above described
Agreements with a fair market value of $360,000 total, or
$120,000 annually, (iii) a grant of Restricted Stock Units under
the above described Agreement with a fair market value of
$450,000 total, or $150,000, annually for the Chairman of the
Board and (iv) a chair premium (a Chair Premium) of $15,000 in
cash for the chairperson of the Audit Committee and Compensation
Committee and $10,000 in cash for the chairperson of the
Nominating and Governance Committee. The Annual Retainer and the
Chair Premiums are payable quarterly in arrears.
Item9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
|
Exhibit Number |
Description |
|
| 10.1 | Form of Director Restricted Stock Unit Award Agreement. |
About PENN VIRGINIA CORPORATION (NASDAQ:PVAC)