SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
February
8, 2008
Date
of report (Date of earliest event reported)
Petroleum
Development Corporation
Exact
Name of Registrant as Specified in Charter
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Nevada
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0-7246
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95-2636730
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State
or Other Jurisdiction
of
Incorporation
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Commission
File
Number
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IRS
Employer
Identification
Number
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120
Genesis Boulevard, Bridgeport, WV 26330
Address
of Principal Executive Offices
304-842-3597
Registrant's
telephone number, including area code
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing
obligation
of the registrant under any of the following provisions (see General Instruction
A.2. below):
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[
]
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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No
Change
Former
Name or Former Address, if Changed Since Last Report
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Following
the selection on December 20, 2007 by the Board of Directors of Chief Financial
Officer Richard W. McCullough to be the successor to current Chief
Executive Officer Steven R. Williams, the Company further evaluated the
Company's leadership team, including the position and authority of President
Thomas E. Riley. Following this evaluation, the Company recognized
that Mr. Riley would be placed in a diminished role. After some
deliberation, Mr. Riley has decided to resign from the Company. The
Company has acknowledged that Mr. Riley's resignation constitutes "good reason"
under the terms of his current employment agreement. The date of Mr.
Riley's departure from the Company has been set for March 9, 2008.
The
separation agreement between Mr. Riley and the Company ("Agreement") provides
that Mr. Riley will resign his employment with the Company and his position of
Company President and Director. The effective date of these
resignations is March 9, 2008 ("Termination Date"). Within 30
calendar days following the Termination Date, the Company is required to pay Mr.
Riley a lump sum in cash of $1,877,343, in accordance with the provisions of his
employment agreement and the Agreement. Additionally, the Agreement
provides that stock options to purchase a total of 4,678 shares of Company
common stock and 16,123 shares of restricted stock will become fully vested on
the Termination Date. Under the Agreement, the Company will deliver
to Mr. Riley as soon as practicable following the Termination Date a total of
3,078 shares of the Company's common stock that were awarded to him as
performance shares under the Company's 2007 Long-Term Incentive
Program. The Company will pay to Mr. Riley his retirement benefits
that he earned while an employee of the Company in accordance with the terms of
his employment agreement. The Company agreed to purchase from Mr.
Riley on the Termination Date a total of 50,000 shares of Company common stock
held by Mr. Riley at $67.92 per share, the closing price of the Company's common
stock on February 8, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Petroleum
Development Corporation
Date February 12,
2008
By
/s/ Steven R.
Williams
Steven R. Williams
Chief Executive Officer