PENN VIRGINIA CORPORATION
Second Amended and Restated 1995 Directors’ Stock Compensation Plan
The purposes of the Plan are to attract and retain the services of experienced and knowledgeable directors and to
encourage Eligible Directors of Penn Virginia Corporation to acquire a proprietary and vested interest in the growth and
performance of the Company, thus enhancing the value of the Company for the benefit of its shareholders.
As used in the Plan, the following terms shall have the meanings set forth below:
(a) “Board” means the Board of Directors of the Company.
(b) “Cashless Exercise” means the manner of exercise of an Option described in Section 6(h).
(c) “Common Stock” means the common stock, par value $6.25 per share, of the Company.
(d) “Company” means Penn Virginia Corporation.
(e) “Eligible Director” means (i) with respect to grants made prior to January 1, 2001, each director of the Company,
including Non-employee Directors, and (ii) with respect to grants made after January 1, 2001, each Non-employee Director.
(f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(g) “Fair Market Value” means with respect to the Common Stock on any given date the closing stock market price
for a Share (as reported by the New York Stock Exchange, any other exchange on which the Shares are listed or any other
recognized stock quotation service), or in the event that there shall be no closing stock price on such date, the closing
stock price on the date nearest preceding such date.
(h) “Grant Date” means the date on which an Option is granted or a Share is issued pursuant to Section 5 of the Plan.
(i) “Option” means any stock option granted under the Plan and described in Section 5 hereof. All Options shall be
(j) “Option Agreement” means a written instrument evidencing an Option granted hereunder and signed by an