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
March 24,
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
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Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
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At
meetings on March 24, 2008, and March 26, 2008, the Compensation Committee of
Petroleum Development Corporation determined the short-term incentive
compensation terms (“STI”) for the 2008 year for the CEO and other executive
officers of the Company. The short-term incentive plan provides the
potential for an annual bonus to each of the executive officers based on both
Company and personal performance criteria. Forty percent of the bonus will
be determined by Company's production (measured in Mcf equivalents); thirty
percent of the bonus will be determined by increases in diluted earnings per
share; and the remaining thirty percent of the bonus will be determined by the
Compensation Committee in its discretion based upon an evaluation by the
Committee of the performance of each respective executive during the year.
Bonus determinations between the milestones will be calculated pro-rata. The
following table summarizes the criteria to be used in determining the bonus
amounts:
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Criteria
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Lower
Threshold Amount
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Target
Bonus
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Maximum
Bonus
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Percent
of Total Maximum Bonus
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Production
based on Mcf equivalents
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35,000
Mmcfe
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37,000
Mmcfe
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39,000
Mmcfe
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40%
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Diluted
earnings
per
share
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$2.55
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$3.05
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$3.55
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30%
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Discretionary
evaluation
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Compensation
Committee Determination
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30%
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The above
calculation of earnings per share will be made before the impact of any non-cash
gains and losses from the Company’s hedging positions. In addition,
the calculations will exclude the effect of any operating businesses acquired in
2008.
Notwithstanding
the above, for Darwin L. Stump, Chief Accounting Officer, 100% of his STI for
2008 will be at the discretion of the Compensation Committee.
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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March
28, 2008
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By:
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/s/
Richard W. McCullough
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Richard
W. McCullough
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President
and Chief Financial Officer
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