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
May 19,
2009
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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1775
Sherman Street, Suite 3000, Denver, CO 80203
Address
of Principal Executive Offices
303-860-5800
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.
On May
19, 2009 the Company entered a separation agreement with Eric R. Stearns,
Executive Vice President ("Agreement"). The effective date of this
resignation is June 18, 2009 ("Termination Date"). The Company has
acknowledged that Mr. Stearns’ resignation constitutes "good reason" under the
terms of his current employment agreement, as a result of significant changes in
his responsibilities. Within 30 calendar days following the Termination
Date, the Company is required to pay Mr. Stearns a lump sum in cash of
$2,001,000, in accordance with the provisions of his employment agreement and
the Agreement. Additionally, the Agreement acknowledges that 14,500
shares of restricted stock will become fully vested on the Termination
Date. The Company will pay to Mr. Stearns his retirement benefits
that he earned while an employee of the Company in accordance with the terms of
his employment agreement.
EXHIBIT
INDEX
None.
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
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Date:
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May
22, 2009
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By:
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/s/
Daniel W. Amidon
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Daniel
W. Amidon
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General
Counsel
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