This Agreement (the “Agreement”) is made and entered into this 29 day of August, 2008, effective as of
the 23rd day of June, 2008, by and between Petroleum Development Corporation, a Nevada corporation (the
“Company”), and Steven R. Williams (“Williams”).
WHEREAS, the Company employed Williams in the capacity of Chief Executive Officer;
WHEREAS, Williams is a Director of the Company and currently serves as the Chairman of the Board;
WHEREAS, effective as of June 23, 2008, the Company and Williams mutually agreed that Williams
shall no longer be employed in the capacity of Chief Executive Officer but shall be employed as an advisor
(“Advisor”) of the Company;
WHEREAS, the Company desires to employ Williams to perform the duties and services incident to such
position for the Company, and Williams wishes to be so employed by the Company, all upon the terms and
conditions set forth in this Agreement;
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 as follows:
The effective date of this Agreement shall be June 23, 2008 (the “Effective Date”).
The place of employment shall be Marco Island, Florida, unless Williams and the Company agree
to an alternative location.
Effective Date and Term
Place of Employment
Position and Responsibilities
Position . Williams shall serve as an Advisor of the Company through September 30,
2008 and in such capacity shall report to the Board and be under the general direction
and control of the Board.
Responsibilities . Williams shall perform such managerial duties and responsibilities for
the Company as may be reasonably assigned to him by the Board and, while serving as