~~Providing input into plan design discussions, payout alternatives and performance measures for annual and long‑term incentives, individual compensation actions, and other aspects of~~ compensation (e.g., employment agreements and perquisites);

~~Reviewing and providing feedback on the compensation‑related~~
● Reviewing and providing feedback on the compensation-related disclosures in our proxy statement; and

●

Informing us about recent trends, best practices, and other developments affecting executive compensation.

The Consultant’s interactions with the Committee and management include the following:

●

The Consultant does not make recommendations on or approve the amount of compensation of any NEO;

●

The Committee may request information or advice directly from the Consultant and may direct the Company to provide information to, or solicit information from, the Consultant;

●

The Consultant regularly interacts with representatives ~~of the Company and periodically with the CEO; and~~

~~The Consultant attends Committee meetings as requested.~~

The Committee annually reviews the engagement of the Consultant, and as a part of that process, reviews a summary of all services provided by the Consultant and related costs. Except as set forth above, the Consultant did not perform any material services for the Company. The Consultant did not have any business or personal relationships with Committee members or executive officers of the Company and ~~did not own any stock of~~periodically with the ~~Company.~~ CEO; and

●

The Consultant ~~maintains policies and procedures designed to avoid such conflicts~~attends Committee meetings as requested.

The Committee annually reviews the engagement of the Consultant, and as a part of that process, reviews a summary of all services provided by the Consultant and related costs. Except as set forth above, the Consultant did not perform any material services for the Company. The Consultant did not have any business or personal relationships with Committee members or executive officers of the Company, and did not own any stock of the Company. The Consultant maintains policies and procedures designed to avoid such conflicts of

38	PDCENERGY 2021 PROXY

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PDC ENERGY, INC. - PROXY STATEMENT

interest. Accordingly, the Committee determined that the Consultant was not subject to any significant conflicts of interest.

Role of Management

Our CEO plays a significant role in determining the compensation levels of our NEOs, which includes:

●

Recommending quantitative and qualitative performance measures under our annual cash incentive program;

●

Assessing the performance of the other NEOs; and

~~Recommending base salaries, annual incentive targets and long‑term~~
● Recommending base salaries, annual incentive targets and long-term incentive awards for the forthcoming year, and annual incentive awards for the prior year.

At the Committee’s request, the CEO and other NEOs may also play a role in determining the following:

●

Quantitative and qualitative performance measures under our annual incentive program;

●

Proposed peer group companies;

●

Design changes to our compensation and benefits programs; and

●

Assessment ~~of the Company’s performance for the year with respect to achievement of performance measures under the annual incentive program.~~

~~The Committee determines each element~~ of the ~~CEO’s compensation with input from the Consultant. The Committee also determines each element of compensation~~Company’s performance for the ~~other NEOs~~year with ~~input from~~respect to achievement of performance measures under the annual incentive program.

The Committee determines each element of the CEO’s compensation with input from the Consultant. The Committee also determines each element of compensation for the other NEOs with input from the Consultant and the CEO. The CEO is not present during voting or deliberations concerning his own compensation.

Other Policies and Considerations

Tax and Accounting Considerations

With respect to compensation paid under the Company’s plans, arrangements and agreements, we consider the impact of the applicable tax laws and accounting rules, including but not limited to Section 409A, Section 280G and Section 4999 of the Code. Currently, none of our severance arrangements or agreements provide for a gross-up for excise tax under Code Section 280G and Section 4999 and all of our programs are intended to be either exempt from or to comply with Code Section 409A. We note that Section 162(m) of the Code limits the amount of compensation that we may deduct in any year to $1,000,000 per person with respect to our CEO and certain other highly compensated executive officers whose compensation is or has been included in the Company’s proxy statement. We may be permitted to deduct certain historic items of compensation in excess of the $1,000,000 per person annual limit under certain 162(m) grandfathering rules, although such deductibility is not guaranteed, and the focus of our programs is on driving Company performance, irrespective of whether compensation may be non-deductible because of the application of Code Section 162(m).

Clawback Policy

PDC ENERGY ~~2020~~2021 PROXY45

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~~PDC ENERGY INC. - PROXY STATEMENT~~

For part of 2019, management also retained an individual as a consultant in our compensation process who assisted in the coordination and preparation of certain materials for Committee meetings. This individual was retained by and reported to management, whereas the Consultant reports to the Committee.

~~Other Policies and Considerations~~

~~Tax and Accounting Considerations~~

With respect to compensation paid under the Company’s plans, arrangements and agreements, we consider the impact of the applicable tax laws and accounting rules, including but not limited to Section 409A, Section 280G and Section 4999 of the Code. Currently, none of our severance arrangements or agreements provide for a gross‑up for excise tax under Code Section 280G and Section 4999 and all of our programs are intended to be either exempt from or to comply with Code Section 409A. We note that Section 162(m) of the Code limits the amount of compensation that we may deduct in any year to $1,000,000 per person with respect to our CEO and certain other highly compensated executive officers whose compensation is or has been included in the Company’s proxy statement. We may be permitted to deduct certain historic items of compensation in excess of the $1,000,000 per person annual limit under certain 162(m) grandfathering rules, although such deductibility is not guaranteed, and the focus of our programs is on driving Company performance, irrespective of whether compensation may be non-deductible because of the application of Code Section 162(m).

~~Clawback Policy~~

The NEOs are currently either covered under our clawback policy or, in the case of Mr. Lauck, a clawback provision in his grandfathered employment contract. Currently, the clawback policy and contractual provisions are identical and require the executive to reimburse all or a portion of their annual bonus, as described below, if the Company is required to restate its financial statements due to material noncompliance by the Company with any financial reporting requirement under applicable securities laws. The reimbursements are equal to the difference between the bonus paid to the executive for the affected year(s) and the bonus that would have been paid to the executive had the financial results been properly reported. These clawback requirements are in addition to any clawback requirements contained in applicable statutes or regulations and are subject to revision based on the SEC clawback rules under Section 954 of the Dodd‑Frank

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PDC ENERGY, INC. - PROXY STATEMENT

been paid to the executive had the financial results been properly reported. These clawback requirements are in addition to any clawback requirements contained in applicable statutes or regulations and are subject to revision based on the SEC clawback rules under Section 954 of the Dodd-Frank Act, when finalized.

Stock Ownership

We have established Stock Ownership Guidelines for NEOs that are reviewed annually when compensation decisions are made. In satisfying the Stock Ownership Guidelines, NEOs are expected to:

~~Comply with the ownership guidelines within five years of becoming an~~
● Comply with the ownership guidelines within five years of becoming a NEO; and

●

Retain the net shares acquired through the vesting ~~of RSUs, the exercise of SARs, and the settlement of PSUs if the NEO has not satisfied the required ownership level.~~

46~~PDCENERGY~~ ~~2020 PROXY~~

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~~PDC ENERGY INC. - PROXY STATEMENT~~

AsRSUs, the exercise of ~~December 31, 2019, all~~SARs, and the settlement of ~~our NEOs exceeded~~PSUs if the ~~minimum stock~~NEO has not satisfied the required ownership level.

As of December 31, 2020, all of our NEOs exceeded the minimum stock ownership requirements, except ~~Mr. Meyers and~~ Ms. Martinet and Mr. Lillo who became NEOs in ~~2018 and~~ 2019 and 2020, respectively, and are still within their compliance grace periods, as set forth in the table below.


		Number of	Number of
	Stock	Shares	Qualifying
	Ownership	Required To	Shares Owned
Name/Year of Executive Status	Guidelines	Own⁽¹⁾	at Year End
Barton R. Brookman (2008)	5x Base Salary	221,239	318,807
R. Scott Meyers (2018)	3x Base Salary	66,372	76,637
Lance A. Lauck (2009)	4x Base Salary	94,742	144,223
Nicole L. Martinet (2019)	3x Base Salary	62,467	37,895
David J. Lillo (2020)	3x Base Salary	62,467	61,478

(1)

Using the average daily closing price of the Company’s stock in December 2020, which was $19.21.

Qualifying holdings used to determine compliance with the minimum ownership requirements include stock owned directly and unvested time-based RSUs. PSUs and SARs are not included. Stock ownership requirements applicable to our NEOs are described under our Stock Ownership Guidelines, which can be reviewed on the Company’s website at www.pdce.com under “Corporate Governance.”

Risk Management

We perform an annual risk assessment regarding our compensation programs. Based on our most recent assessment, we do not believe the Company’s executive or non-executive compensation structure is reasonably likely to have a material adverse effect on the Company. Risk-mitigating features of our executive and non-executive compensation structure include: a balance of short-term and long-term incentive programs to maintain focus on both elements of Company performance; limitations on awards payable to any individual under our incentive programs, along with Compensation Committee discretion to decrease the qualitative portion of annual incentive payouts in the event it believes excessive risk was taken; “clawback” provisions applicable to all NEOs through the terms of their employment agreements or the Company’s Clawback Policy; stock ownership requirements for our NEOs and Non-Employee Directors; and an Insider Trading Policy that prohibits Directors and senior employees from transacting in Company shares without first obtaining pre-clearance from the Company’s General Counsel, even during open trading windows.

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SUMMARY COMPENSATION TABLE


											Nonequity
						Stock			Options/		Incentive Plan		All Other		Total
		Salary⁽¹⁾		Bonus		Awards⁽²⁾⁽³⁾			SARs		Compensation		Compensation⁽⁴⁾		Compensation
Name and Principal Position	Year	($)		($)		($)			($)		($)		($)		($)
Barton R. Brookman	2020	$	803,000	$	—	$	6,085,896		$	—	$	938,400	$	53,911	$	7,881,207
President and Chief	2019		850,000		—		5,803,410			—		1,017,000		59,880		7,730,290
Executive Officer	2018		850,000		978,000		5,084,135			—		—		55,688		6,967,823
R. Scott Meyers	2020		401,000		—		2,265,067			—		367,200		40,500		3,073,767
Senior Vice President,	2019		425,000		—		1,912,564			—		354,000		55,088		2,746,652
Chief Financial Officer	2018		370,000		341,000		1,182,391			—		—		76,173		1,969,564
Lance A. Lauck	2020		430,000		—		2,265,067			—		393,120		49,600		3,137,787
Executive Vice President,	2019		455,000		—		2,242,214			—		426,000		55,056		3,178,270
Corp. Dev. and Strategy	2018		435,000		451,000		1,832,621			—		—		51,306		2,769,927
Nicole L. Martinet	2020		378,000		—		1,399,787			—		307,200		44,297		2,129,284
Senior Vice President,	2019		325,000		—		791,409			—		237,000		48,156		1,401,565
General Counsel and Secretary	2018		—		—		—			—		—		—		—
David J. Lillo⁽⁵⁾	2020		424,000		—		159,904			—		307,200		48,200		939,304
Senior Vice President,	2019		—		—		—			—		—		—		—
Operations	2018		—		—		—			—		—		—		—
Scott J. Reasoner	2020		325,500		—		4,378,035	⁽⁶⁾		—		263,390		126,205		5,093,131
Senior Vice President,	2019		455,000		—		2,242,214			—		426,000		55,696		3,178,910
Chief Operating Officer	2018		425,000		440,000		1,773,586			—		—		52,990		2,691,576

(1)	2020 salaries reflect the temporary 15% reductions from May 16, 2020 through October 3, 2020 in response to the COVID-19 pandemic.

(2)

In accordance with SEC rules, the amounts reported in the above table reflect the aggregate grant date fair value of RSU and PSU awards, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures for awards subject to performance conditions. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements, as set forth in Note 13 to the ~~table below.~~

Number of

Number of

Stock

Shares

Qualifying

Ownership

Required To

Shares Owned
NAME/YEAR OF EXECUTIVE STATUS

Guidelines

Own(1)

at Year End
Barton R. Brookman (2008)

5x Base Salary

173,611

252,437
R. Scott Meyers (2018)

3x Base Salary

52,083

41,196
Lance A. Lauck (2009)

4x Base Salary

74,346

109,319
Scott J. Reasoner (2015)

4x Base Salary

74,346

92,723
Nicole L. Martinet (2019)

3x Base Salary

39,828

15,356

~~(1) Using the average daily closing price of the Company’s stock in December 2019, which was $24.48.~~

~~Qualifying holdings used to determine compliance~~financial statements included in the Annual Report on Form 10-K filed with the ~~minimum ownership requirements~~SEC on February 25, 2021. The 2020 grants are described in “Long-Term Equity-Based Incentive Awards” and detailed in the “2020 Grants of Plan-Based Awards” table.

(3)

2020 PSUs included in the stock awards total for Messrs. Brookman, Meyers, Lauck and Reasoner, and Ms. Martinet are listed at their grant date fair values, as computed utilizing the Monte Carlo pricing model, which was $33.52 per share, calculated at target as $4,209,073, $1,357,258, $1,357,258, $1,189,747, and $838,771, respectively. Assuming the maximum level of achievement of the performance conditions for the 2020 PSUs, the values of the 2020 PSU awards at the grant date fair values, as computed utilizing the Monte Carlo pricing model, which was $33.52 per share, for Messrs. Brookman, Meyers, Lauck and Ms. Martinet are calculated as $10,522,682, $3,393,146, $3,393,146 and $2,096,927, respectively.

(4)	Amounts shown in this column for 2020 are detailed below in the “All Other Compensation” table.

(5)	Mr. Lillo was appointed to the Senior Management Team in September 2020. His 2020 salary includes $45,756 in accrued paid time off paid out in connection with his appointment. His 2020 compensation also includes RSUs granted to him prior to his appointment. He did not receive PSUs in 2020.

(6)

All unvested RSUs and PSUs held by Mr. Reasoner immediately prior to his retirement vested as of the effective date of his retirement agreement, with the unvested PSUs vesting at 100% of target. Amounts reported for 2020 therefore include ~~stock owned directly, shares held~~(i) $2,265,066 of expense associated with actual 2020 RSU and PSU grants, plus (ii) $2,112,970 of expense associated with the vesting of unvested RSUs and PSUs upon Mr. Reasoner’s retirement (of which $1,226,068 is expense related to retirement vesting of 2020 RSU and PSU awards and which is in addition to the original $2,265,066 of expense associated with the actual 2020 RSU and PSU grants). All amounts are calculated in accordance with FASB ASC Topic 718.


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PDC ENERGY, INC. - PROXY STATEMENT

ALL OTHER COMPENSATION


		401(k)		Annal Profit						Total
		Matching		Sharing					Retirement	All Other
		Contribution⁽¹⁾		Contribution⁽²⁾		Perquisites⁽³⁾			Benefits⁽⁴⁾	Compensation
Name	Year	($)		($)		($)			($)	($)
Barton R. Brookman	2020	$	26,000	$	5,700	$	22,211	$	—	$	53,911
R. Scott Meyers	2020		19,500		5,700		15,300		—		40,500
Lance A. Lauck	2020		26,000		5,700		17,900		—		49,600
Nicole L. Martinet	2020		19,500		5,700		19,097		—		44,297
David J. Lillo	2020		26,000		5,700		16,500		—		48,200
Scott J. Reasoner	2020		26,000		5,700		12,806		81,699		126,205

(1)

Represents the Company’s annual matching contribution to the Company’s 401(k) and Profit Sharing ~~Plan and unvested time‑based RSUs. PSUs and SARs are not included. Stock ownership requirements applicable to our NEOs are described under our Stock Ownership Guidelines, which~~ ~~can be reviewed on~~Plan.

(2)

Represents the Company’s ~~website at~~ ~~www.pdce.com~~ ~~under “Corporate Governance.”~~

~~Risk Management~~

~~We perform an~~ annual ~~risk assessment regarding our compensation programs. Based on our most recent assessment, we do not believe~~profit sharing contribution to the Company’s ~~executive or non‑executive compensation structure is reasonably likely to have a material adverse effect on~~401(k) and Profit Sharing Plan.

(3)	Represents total value of perquisites provided by the Company. ~~Risk‑mitigating features~~Perquisites include automobile allowances, health club and non-health club related dues, annual physical cost. No individual perquisite exceeded $25,000.

(4)

For Mr. Reasoner, the $81,699 represents the total value of ~~our executive~~cash payments ($72,042) and non‑executive compensation structure include: a balance of short‑term and long‑term incentive programs to maintain focus on both elements of Company performance; limitations on awards payable to any individual under our incentive programs, alongCOBRA coverage ($9,657) paid in 2020 in connection with Compensation Committee discretion to decrease the qualitative portion of annual incentive payouts in the event it believes excessive risk was taken; “clawback” provisions applicable to all NEOs through the terms of their employment agreements or the Company’s Clawback Policy; stock ownership requirements for our NEOs and Non‑Employee Directors; and an Insider Trading Policy that prohibits Directors and senior employees from transacting in Company shares without first obtaining pre‑clearance from the Company’s General Counsel, even during open trading windows.

Mr. Reasoner’s retirement.

42	PDC ENERGY 2021 PROXY

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GRANTS OF PLAN-BASED AWARDS


											All Other	All Other		Grant Date
											Stock	Option	Exercise	Fair Value
		Estimated Future Payouts Under						Estimated Future Payouts			Awards	Awards	or Base	of Stock
		Non‑Equity Incentive Plan						Under Equity Incentive Plan			Number of	Securities	Price of	and
		Awards ⁽¹⁾						Awards			Shares of	Underlying	Option	Option
	Grant	Threshold		Target		Maximum		Threshold	Target	Maximum	Stock	Options	Awards	Awards
Name	Date	($)		($)		($)		(#)	(#)	(#)	(#)	(#)	($)	($)
Barton R. Brookman		$	0	$	488,750	$	977,500	—	—	—	—	—	—		—
	2/19/2020		—		—		—	0	125,569	313,923	—	—	—	$	4,209,073	⁽²⁾
	2/19/2020		—		—		—	—	—	—	83,712	—	—		1,876,823	⁽³⁾
R. Scott Meyers			0		191,250		382,500	—	—	—	—	—	—		—
	2/19/2020		—		—		—	0	40,491	101,228	—	—	—		1,357,258	⁽²⁾
	2/19/2020		—		—		—	—	—	—	40,491	—	—		907,808	⁽³⁾
Lance A. Lauck			0		204,750		409,500	—	—	—	—	—	—		—
	2/19/2020		—		—		—	0	40,491	101,228	—	—	—		1,357,258	⁽²⁾
	2/19/2020		—		—		—	—	—	—	40,491	—	—		907,808	⁽³⁾
Nicole L. Martinet			0		160,000		320,000	—	—	—	—	—	—		—
	2/19/2020		—		—		—	0	25,023	62,558	—	—	—		838,771	⁽²⁾
	2/19/2020		—		—		—	—	—	—	25,023	—	—		561,016	⁽³⁾
David J. Lillo			0		160,000		320,000	—	—	—	—	—	—		—
	4/1/2020		—		—		—	—	—	—	25,422	—	—		159,904	⁽⁴⁾
Scott J. Reasoner			0		137,183		274,365	—	—	—	—	—	—		—
	2/19/2020		—		—		—	0	40,491	—	—	—	—		1,357,258	⁽²⁾
	2/19/2020		—		—		—	—	—	—	40,491	—	—		907,808	⁽³⁾
	8/31/2020		—		—		—	0	14,721	—	—	—	—		222,876	⁽⁵⁾
	8/31/2020		—		—		—	—	—	—	4,907	—	—		74,292	⁽⁵⁾
	8/31/2020		—		—		—	0	23,371	—	—	—	—		353,837	⁽⁵⁾
	8/31/2020		—		—		—	—	—	—	15,581	—	—		235,896	⁽⁵⁾
	8/31/2020		—		—		—	0	40,491	—	—	—	—		613,034	⁽⁵⁾
	8/31/2020		—		—		—	—	—	—	40,491	—	—		613,034	⁽⁵⁾

(1)	Represents target and maximum cash awards payable under the Company’s annual incentive plan. In response to the COVID-19 pandemic, in May 2020, ~~PROXY~~ 47the Compensation Committee reduced payout opportunities from 100% to 50% for target performance, and from 200% to 100% for maximum performance.

(2)

Represents annual PSU awards under the 2018 Amended and Restated Long Term Equity Plan (“2018 Equity Plan”). Grant date fair value is computed by multiplying the target number of PSUs awarded by the grant date fair value as computed utilizing the Monte Carlo pricing model, which was $33.52 per share.

(3)

Represents annual time-based RSU awards under the 2018 Equity Plan. Grant date fair value for RSUs is computed by multiplying the number of RSUs awarded by the closing price of the Company’s common stock, as reported on the NASDAQ Global Select Market on the date of grant of February 19, 2020, which was $22.42.

(4)

(5)	Represents incremental fair value associated with vesting modifications made to Mr. Reasoner’s 2018, 2019 and 2020 RSUs and PSUs pursuant to his Retirement Agreement which was entered into on August 31, 2020.

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~SUMMARY COMPENSATION TABLE~~

Non-Equity




Stock

Options/

Incentive Plan

All Other

Total

Salary

Bonus

Awards(1)(2)

SARs

Compensation

Compensation(3)

Compensation
NAME AND PRINCIPAL POSITION

Year

($)

($)

($)

($)

($)

($)

($)
Barton R. Brookman

2019

$
850,000

$
—

$
5,803,410

$
—

$
1,017,000

$
59,880

$
7,730,290
President and Chief

2018

850,000

978,000

5,084,135

—

—

55,688

6,967,823
Executive Officer

2017

825,000

990,000

3,011,050

921,522

—

61,268

5,808,840
R. Scott Meyers (4)

2019

425,000

—

1,912,564

—

354,000

55,088

2,746,652
Senior Vice President,

2018

370,000

341,000

1,182,391

—

—

76,173

1,969,564
Chief Financial Officer

2017

280,000

212,000

253,702

—

—

40,208

785,910
Lance A. Lauck

2019

455,000

—

2,242,214

—

426,000

55,056

3,178,270
Executive Vice President,

2018

435,000

451,000

1,832,621

—

—

51,306

2,769,927
Corp. Dev. and Strategy

2017

410,000

480,000

1,084,007

331,749

—

51,761

2,357,517
Scott J. Reasoner

2019

455,000

—

2,242,214

—

426,000

55,696

3,178,910
Senior Vice President,

2018

425,000

440,000

1,773,586

—

—

52,990

2,691,576
Chief Operating Officer

2017

400,000

408,000

1,003,765

307,174

—

54,069

2,173,008
Nicole L. Martinet (5)

2019

325,000

—

791,409

—

237,000

48,156

1,401,565
Senior Vice President,

2018

—

—

—

—

—

—

—
General Counsel and Secretary

2017

—

—

—

—

—

—

—

~~(1)~~

In accordance with SEC rules, the amounts reported in the above table reflect the aggregate grant date fair value of the stock awards, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures for awards subject to performance conditions. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements, as set forth in Note 14 to the financial statements included in the Annual Report on Form 10‑K filed with the SEC on February 26, 2020. The 2019 grants are described in “Long‑Term Equity-Based Incentive Awards” and detailed in the “2019 Grants of Plan‑Based Awards” table.

~~(2)~~

2019 PSUs, included in the stock awards total for Messrs. Brookman, Meyers, Lauck, Reasoner and Ms. Martinet are listed at their grant date fair values of $3,428,573, $1,129,916, $1,324,668, $1,324,668, and $467,553, respectively. Assuming the maximum level of achievement of the performance conditions for the 2019 PSUs, the values of the 2019 PSU awards at the grant date for Messrs. Brookman, Meyers, Lauck and Reasoner and Ms. Martinet are $4,749,675, $1,565,296, $1,835,091, $1,835,091 and $647,711 respectively.

~~(3)~~

~~Amounts shown in this column for 2019 are detailed below in the “All Other Compensation” table.~~

~~(4)~~

~~Mr. Meyers was named CFO on January 3, 2018. Prior to that, he served as Chief Accounting Officer and Interim CFO during a portion of 2016.~~

~~(5)~~

~~Ms. Martinet was named Senior Vice President, General Counsel and Secretary effective January 1, 2019. Prior to that, she served as Vice President and Associate General Counsel.~~

48~~PDCENERGY~~ ~~2020 PROXY~~

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~~PDC ENERGY INC. - PROXY STATEMENT~~

~~ALL OTHER COMPENSATION~~

401(k)

Annual Profit



Total

Matching

Sharing

All Other

Contribution(1)

Contribution(2)

Perquisites(3)

Compensation
NAMED EXECUTIVE OFFICER

Year

($)

($)

($)

($)
Barton R. Brookman

2019

$
25,000

$
8,400

$
26,480

$
59,880
R. Scott Meyers

2019

19,000

8,400

27,688

55,088
Lance A. Lauck

2019

25,000

8,400

21,656

55,056
Scott J. Reasoner

2019

25,000

8,400

22,296

55,696
Nicole L. Martinet

2019

19,000

8,400

20,756

48,156

~~(1)~~

~~Represents the Company’s annual matching contribution to the Company’s 401(k) and Profit Sharing Plan.~~

~~(2)~~

~~Represents the Company’s annual profit sharing contribution to the Company’s 401(k) and Profit Sharing Plan.~~

~~(3)~~

Represents total value of perquisites provided by the Company. Perquisites include automobile allowances, health club and non‑health club related dues, group term life insurance premiums, annual physical cost, and for Mr. Meyers a temporary corporate apartment in 2019. No individual perquisite exceeded $25,000.

PDC ENERGY 2021 PROXY

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


									Equity Incentive Plan
									Awards
	Options/SAR Awards					Number			Number of	Market
	Number of Securities					of Shares	Market Value		Unearned	Value of
	Underlying Unexercised					of Stock	of Shares of		Shares of	Unearned
	Options/SARs Held at		Option/SAR		Option/SAR	That	Stock That		Stock That	Shares That
	December 31, 2020		Exercise		Expiration	Have Not	Have Not		Have Not	Have Not
	Exercisable	Unexercisable	Price⁽¹⁾		Date	Vested⁽²⁾	Vested⁽³⁾		Vested ⁽⁴⁾	Vested ⁽³⁾
Name	(#)	(#)	($)		(Date)	(#)	($)		(#)	($)
Barton R. Brookman	—	—		—		138,106	$	2,835,316	186,059	$	3,819,791
	5,104	—	$	43.95	3/11/2021	—		—	—		—
	9,766	—		30.19	1/16/2022	—		—	—		—
	12,620	—		37.18	1/15/2023	—		—	—		—
	13,790	—		49.57	1/15/2024	—		—	—		—
	26,643	—		39.63	1/13/2025	—		—	—		—
	29,036	—		51.63	1/10/2026	—		—	—		—
	23,886	—		74.57	1/16/2027	—		—	—		—
R. Scott Meyers	—	—		—		57,053		1,171,298	60,426		1,240,546
Lance A. Lauck	—	—		—		61,143		1,255,266	63,862		1,311,087
	4,176	—		43.95	3/11/2021	—		—	—		—
	7,935	—		30.19	1/16/2022	—		—	—		—
	10,096	—		37.18	1/15/2023	—		—	—		—
	10,096	—		49.57	1/15/2024	—		—	—		—
	12,212	—		39.63	1/13/2025	—		—	—		—
	11,445	—		51.63	1/10/2026	—		—	—		—
	8,599	—		74.57	1/16/2027	—		—	—		—
Nicole L. Martinet	—	—		—		31,586		648,461	33,272		683,074
David J. Lillo⁽⁵⁾	—	—		—		38,605		792,561	—		—
Scott J. Reasoner⁽⁶⁾	7,771	—		39.63	2/28/2021	—		—	—		—
	9,538			51.63	2/28/2021	—		—	—		—
	7,962	—		74.57	2/28/2021	—		—	—		—

(1)	The exercise price related to the SARs does not represent capital payable to the Company, but rather represents the base from which the stock appreciation value will be determined on the date of exercise.

(2)	The RSUs of Messrs. Brookman, Meyers, Lauck and Lillo and Ms. Martinet vest as set forth in the following table:


	Number of RSUs that Vest on:
	2/20/2021	2/21/2021	2/25/2021	4/1/2021	2/20/2022	2/25/2022	4/1/2022	2/25/2023	4/1/2023	Total
Barton R. Brookman	20,163	14,067	27,904	—	20,164	27,904	—	27,904	—	138,106
R. Scott Meyers	6,645	3,272	13,497	—	6,645	13,497	—	13,497	—	57,053
Lance A. Lauck	7,790	5,071	13,497	—	7,791	13,497	—	13,497	—	61,143
Nicole L. Martinet	2,750	—	8,341	1,063	2,750	8,341	—	8,341	—	31,586
David J. Lillo	—	—	—	16,685	—	—	13,446	—	8,474	38,605

(3)	The market value of these RSUs is based on the closing price of the Company’s common stock of $20.53, as reported on the NASDAQ Global Select Market on December 31, 2020.

(4)

PSUs granted in 2019 and 2020 ~~PROXY~~are contingent upon the achievement of certain specified performance goals. PSUs granted in 2019 have a 3-year performance period ending December 31, 2021. PSUs granted in 2020 have a 3-year performance period ending December 31, 2022. For a description of the PSUs granted in 2020, see “Long Term Incentive Awards.”

(5)	Mr. Lillo was appointed to the Senior Management Team in September 2020. He did not receive PSUs in 2020.

(6)	All unvested RSUs and PSUs held by Mr. Reasoner immediately prior to his retirement vested as of the effective date of his retirement agreement, with the unvested PSUs vesting at 100% of target; only SARs awards remained outstanding as of December 4931, 2020.

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~GRANTS OF PLAN‑BASED AWARDS~~

All Other

All Other

Grant Date

Stock

Option

Exercise

Fair Value

Estimated Future Payouts Under

Estimated Future Payouts

Awards

Awards

or Base

of Stock

Non‑Equity Incentive Plan

Under Equity Incentive Plan

Number of

Securities

Price of

and

Awards (1)

Awards

Shares of

Underlying

Option

Option


Grant

Threshold

Target

Maximum

Threshold

Target

Maximum

Stock

Options

Awards

Awards

Name

Date

($)

($)

($)

(#)

(#)

(#)

(#)

(#)

($)

($)

Barton R. Brookman

1/1/2019

—

$
977,500

$
1,955,000

—

—

—

—

—

—

—

2/20/2019

—

—

—

30,245

60,490

120,980

—

—

—

3,428,573
(2)

2/20/2019

—

—

—

—

—

—

60,490

—

—

2,374,837
(3)
R. Scott Meyers

1/1/2019

—

340,000

680,000

—

—

—

—

—

—

—

2/20/2019

—

—

—

9,968

19,935

39,870

—

—

—

1,129,916
(2)

2/20/2019

—

—

—

—

—

—

19,935

—

—

782,648
(3)
Lance A. Lauck

1/1/2019

—

409,500

819,000

—

—

—

—

—

—

—

2/20/2019

—

—

—

11,686

23,371

46,742

—

—

—

1,324,668
(2)

2/20/2019

—

—

—

—

—

—

23,371

—

—

917,546
(3)
Scott J. Reasoner

1/1/2019

—

409,500

819,000

—

—

—

—

—

—

—

2/20/2019

—

—

—

11,686

23,371

46,742

—

—

—

1,324,668
(2)

2/20/2019

—

—

—

—

—

—

23,371

—

—

917,546
(3)
Nicole L. Martinet

1/1/2019

—

227,500

455,000

—

—

—

—

—

—

—

2/20/2019

—

—

—

4,125

8,249

16,498

—

—

—

467,553
(2)

2/20/2019

—

—

—

—

—

—

8,249

—

—

323,856
(3)

~~(1)~~

~~Represents target and maximum cash awards payable under the Company’s annual incentive plan.~~

~~(2)~~

Represents annual PSU awards under the 2010 Amended and Restated Long Term Equity Plan (“2010 Equity Plan”). Grant date fair value is computed by multiplying the target number of PSUs awarded by the grant date fair value as computed utilizing the Monte Carlo pricing model, which was $56.68 per share.

~~(3)~~

Represents annual time‑based RSU awards under the 2010 Equity Plan. Grant date fair value for RSUs is computed by multiplying the number of shares awarded by the closing price of the Company’s common stock, as reported on the NASDAQ Global Select Market on the date of grant of February 20, 2019, which was $39.26.

50~~PDCENERGY~~ ~~2020 PROXY~~

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR‑END~~

Equity Incentive Plan

Awards

Options/SAR Awards

Number

Number of

Market

Number of Securities

of Shares

Market Value

Unearned

Value of

Underlying Unexercised

of Stock

of Shares of

Shares of

Unearned

Options/SARs Held at

Option/SAR

Option/SAR

That

Stock That

Stock That

Shares That

December 31, 2019

Exercise

Expiration

Have Not

Have Not

Have Not

Have Not


Exercisable

Unexercisable

Price (1)



Vested (2)

Vested (3)

Vested (4)

Vested (3)
Name

(#)

(#)

($)

(Date)

(#)

($)

(#)

($)
Barton R. Brookman

—

—

—



100,622

$
2,633,278

102,689

$
2,687,371

8,295

—

$
24.44

4/19/2020

—

—

—

—

5,104

—

43.95

3/11/2021

—

—

—

—

9,766

—

30.19

1/16/2022

—

—

—

—

12,620

—

37.18

1/15/2023

—

—

—

—

13,790

—

49.57

1/15/2024

—

—

—

—

26,643

—

39.63

1/13/2025

—

—

—

—

29,036

—

51.63

1/10/2026

—

—

—

—

15,924

7,962
(5)

74.57

1/16/2027

—

—

—

—
R. Scott Meyers

—

—

—



28,135

736,293

29,749

778,531

—

—

—

—

—

—

—

—
Lance A. Lauck

—

—

—



38,025

995,114

38,582

1,009,691

7,319

—

24.44

4/19/2020

—

—

—

—

4,176

—

43.95

3/11/2021

—

—

—

—

7,935

—

30.19

1/16/2022

—

—

—

—

10,096

—

37.18

1/15/2023

—

—

—

—

10,096

—

49.57

1/15/2024

—

—

—

—

12,212

—

39.63

1/13/2025

—

—

—

—

11,445

—

51.63

1/10/2026

—

—

—

—

5,732

2,867
(5)

74.57

1/16/2027

—

—

—

—
Scott J. Reasoner

—

—

—



36,708

960,648

38,092

996,868

7,771

—

39.63

1/13/2025

—

—

—

—

9,538

—

51.63

1/10/2026

—

—

—

—

5,308

2,654
(5)

74.57

1/16/2027

—

—

—

—
Nicole L. Martinet

—

—

—



11,276

295,093

8,249

215,876

~~(1)~~

The exercise price related to the SARs does not represent capital payable to the Company, but rather represents the base from which the stock appreciation value will be determined on the date of exercise.

PDC ENERGY 2021 PROXY

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

OPTION EXERCISES AND STOCK VESTED


	Option Awards		Stock Awards
	Number of		Number of
	Shares	Value	Shares	Value
	Acquired on	Realized on	Acquired on	Realized on
	Exercise	Exercise	Vesting ⁽¹⁾	Vesting⁽²⁾
Name	(#)	($)	(#)	($)
Barton R. Brookman	—	—	88,427	$	1,922,858
R. Scott Meyers	—	—	21,387		436,182
Lance A. Lauck	—	—	32,584		709,173
Nicole L. Martinet	—	—	4,713		74,838
David J. Lillo	—	—	10,509		66,102
Scott J. Reasoner⁽³⁾	—	—	155,782		2,245,701

(1)	The number of shares includes RSUs and PSUs that vested in 2020.

(2)

The table below shows the number and value of RSUs and PSUs included in these columns. The value of the RSUs and PSUs that vested in 2020 ~~PROXY~~ is determined by multiplying the number of units vested by the market value of PDC stock on the vesting date. The PSUs that vested in 2020 covered the three year period January 1, 2018 through December 31, 2020 and paid out at 100% of target. See “2018-2020 Performance Share Unit (PSU) Payout” for more information.


	RSUs	RSUs Value		PSUs	PSUs Value
Name	(#)	($)		(#)	($)
Barton R. Brookman	46,228	$	1,056,513	42,199	$	866,345
R. Scott Meyers	11,573		234,701	9,814		201,481
Lance A. Lauck	17,373		396,891	15,211		312,282
Nicole L. Martinet	4,713		74,838	—		—
David J. Lillo	10,509		66,102	—		—
Scott J. Reasoner	77,199		1,189,938	78,583		1,055,763

(3)	All unvested RSUs and PSUs held by Mr. Reasoner immediately prior to his retirement vested as of the effective date of his retirement agreement, with the unvested PSUs vesting at 100% of target.51

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~(2)~~

~~The RSUs of Messrs. Brookman, Meyers, Lauck, and Reasoner and Ms. Martinet vest as set forth in the following table.~~

Number of RSUs that Vest on:

1/17/2020

2/20/2020

2/21/2020

2/22/2020

4/1/2020

2/20/2021

2/21/2021

4/1/2021

2/20/2022

Total
Barton R. Brookman

8,256

20,163

14,066

3,743

—

20,163

14,067

—

20,164

100,622
R. Scott Meyers

—

6,645

3,271

—

1,657

6,645

3,272

—

6,645

28,135
Lance A. Lauck

2,972

7,790

5,070

1,541

—

7,790

5,071

—

7,791

38,025
Scott J. Reasoner

2,752

7,790

4,907

771

—

7,790

4,907

—

7,791

36,708
Nicole L. Martinet

—

2,749

—

—

1,964

2,750

—

1,063

2,750

11,276

~~(3)~~

~~The market value of these RSUs is based on the closing price of the Company’s common stock of $26.17, as reported on the NASDAQ Global Select Market on December 31, 2019.~~

~~(4)~~

PSUs granted in 2018 and 2019 are contingent upon the achievement of certain specified performance goals. PSUs granted in 2018 have a 3‑year performance period ending December 31, 2020. PSUs granted in 2019 have a 3‑year performance period ending December 31, 2021. For a description of the PSUs in 2019, see “2019 Long Term Incentive Awards.”

~~(5)~~

~~Represent SARs that vest on January 17, 2020.~~

52~~PDCENERGY~~ ~~2020 PROXY~~

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~OPTION EXERCISES AND STOCK VESTED~~

Option Awards

Stock Awards


Number of



Number of


Shares

Value

Shares

Value

Acquired on

Realized on

Acquired on

Realized on

Exercise

Exercise

Vesting (1)

Vesting (2)
Name

(#)

($)

(#)

($)
Barton R. Brookman

—

—

40,353

$
1,356,502
R. Scott Meyers

—

—

6,785

273,039
Lance A. Lauck

—

—

15,074

507,799
Scott J. Reasoner

—

—

13,144

440,363
Nicole L. Martinet

—

—

2,940

122,392

~~(1)~~

~~The number of shares includes RSUs and PSUs that vested in 2019.~~

~~(2)~~

The table below shows the number and value of RSUs and PSUs included in these columns. The value of the RSUs and PSUs that vested in 2019 is determined by multiplying the number of units vested by the market value of PDC stock on the vesting date. The PSUs that vested in 2019 covered the three year period January 1, 2017 through December 31, 2019 and paid out at target. See “2017-2019 Performance Share Unit (PSU) Payout” for more information.

RSUs

RSUs Value

PSUs

PSUs Value
Name

(#)

($)

(#)

($)
Barton R. Brookman

27,970

$
1,032,439

12,383

$
324,063
R. Scott Meyers

6,785

273,039

—

—
Lance A. Lauck

10,616

391,133

4,458

116,666
Scott J. Reasoner

9,016

332,333

4,128

108,030
Nicole L. Martinet

2,940

122,392

—

—

PDC ENERGY ~~2020~~2021 PROXY53

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE OF CONTROL

In 2020, Mr. Reasoner voluntarily retired from the Company and received benefits upon his retirement (See “Reasoner Retirement Agreement” below). In addition, the Company may be obligated to pay benefits to Messrs. Brookman, Meyers and Lillo and Ms. Martinet (and any future NEOs) under the Executive Severance Compensation Plan dated September 24, 2012, as amended and restated on June 25, 2020 (the “Severance Plan”) and, with respect to Mr. Lauck, under his grandfathered employment agreement dated April 19, 2010, as amended and restated August 4, 2020 (the “Lauck Employment Agreement”). The primary purpose of the Severance Plan and the severance provisions of the Lauck Employment Agreement are to provide severance benefits in the event of the termination of the NEO by the Company without “just cause” or termination by the NEO for “good reason,” either prior to or following a change of control of the Company. Upon a change of control, the Severance Plan and the Lauck Employment Agreement provide benefits only in the event that an executive is terminated by the acquiring company “without cause” or by the executive for “good reason” (i.e., they are “double-trigger” in nature). The Severance Plan provides a benefit offset so that cash benefits paid upon severance would be reduced by any other severance benefits that the executive could be entitled to receive under another Company plan. The Lauck Employment Agreement provides benefits similar to those provided under the Severance Plan, but it varies in the amounts of cash benefit provided to Mr. Lauck.

The severance benefits an executive would receive under the Severance Plan and the Lauck Employment Agreement under various termination scenarios are summarized below:

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~POTENTIAL PAYMENTS UPON~~ ~~TERMINATION OR~~
~~CHANGE OF CONTROL~~

The Company may be obligated to pay benefits to Messrs. Brookman, Meyers and Reasoner and Ms. Martinet (and any future NEOs) under the Executive Severance Compensation Plan dated September 24, 2012 and amended January 13, 2015 (the “Severance Plan”) and, with respect to Mr. Lauck, under his grandfathered employment agreement. The primary purpose of the Severance Plan and the severance provisions of Mr. Lauck’s employment agreement are to provide severance benefits in the event of the termination of the NEO by the Company without “just cause” or termination by the NEO for “good reason,” either prior to or following a change of control of the Company. Upon a change of control, the Severance Plan and Mr. Lauck’s employment agreement provide benefits only in the event that an executive is terminated by the acquiring company “without cause” or by the executive for “good reason” (i.e., they are “double‑trigger” in nature). The Severance Plan provides a benefit offset so that cash benefits paid upon severance would be reduced by any other severance benefits that the executive could be entitled to receive under another Company plan. Mr. Lauck’s grandfathered employment agreement provides benefits similar to those provided under the Severance Plan, but it varies in the amounts of cash benefit provided to Mr. Lauck.

~~The severance benefits an executive would receive under the Severance Plan and Mr. Lauck’s grandfathered employment agreement under various termination scenarios are summarized below:~~


	~~TERMINATION WITHOUT CAUSE~~ ~~OR FOR GOOD REASON~~	~~TERMINATION DUE TO CHANGE~~ ~~OF CONTROL~~	~~CONTROLLING PLAN OR~~ ~~AGREEMENT~~
~~Barton R. Brookman~~	~~2 times sum of base salary and target bonus~~	~~3 times sum of base salary and target bonus~~ ~~plus~~ ~~a pro‑rata target bonus for year of termination~~
	TERMINATION WITHOUT CAUSE OR FOR GOOD REASON	TERMINATION DUE TO CHANGE OF CONTROL	CONTROLLING PLAN OR AGREEMENT
Barton R. Brookman	2 times sum of base salary and target bonus	3 times sum of base salary and target bonus plus a pro-rata target bonus for year of termination	Severance Plan
R. Scott Meyers	1.5 times sum of base salary and target bonus	2.5 times sum of base salary and target bonus plus a pro-rata target bonus for year of termination	Severance Plan
Lance A. Lauck	2 times sum of base salary and highest bonus of last two years	3 times sum of base salary and highest bonus of last two years	Lauck Employment Agreement
Nicole L. Martinet	1.5 times sum of base salary and target bonus	2.5 times sum of base salary and target bonus plus a pro-rata target bonus for year of termination	Severance Plan
David J. Lillo	1.5 times sum of base salary and target bonus	2.5 times sum of base salary and target bonus plus a pro-rata target bonus for year of termination	Severance Plan
~~Scott Meyers~~

In addition to the above, the NEO would be eligible for continuation of health benefits for up to 36 months. As a condition of receiving severance benefits under the Severance Plan and under the terms of the Lauck Employment Agreement, each NEO is subject to a non-disclosure covenant and a non-compete covenant pursuant to which the NEO is prohibited for a period of one year following his or her termination from engaging in any competing business in any county in which the Company is doing business or any adjacent county. In addition, the NEO is prohibited from soliciting employees from the Company for up to two years

46	~~1.5 times sum of base salary and target bonus~~	~~2.5 times sum of base salary and target bonus~~ ~~plus~~ ~~a pro‑rata target bonus for year of termination~~	~~Severance Plan~~
~~Lance A. Lauck~~	~~2 times sum of base salary and highest bonus of last two years~~	~~3 times sum of base salary and highest bonus of last two years~~	~~Grandfathered Employment~~ ~~Agreement~~
~~Scott J. Reasoner~~	~~1.5 times sum of base salary and target bonus~~	~~2.5 times sum of base salary and target bonus~~ ~~plus~~ ~~a pro‑rata target bonus for year of termination~~	~~Severance Plan~~
~~Nicole L. Martinet~~	~~1.5 times sum of base salary and target bonus~~	~~2.5 times sum of base salary and target bonus~~ ~~plus~~ ~~a pro‑rata target bonus for year of termination~~	~~Severance Plan~~

In addition to the above, the NEO would be eligible for continuation of health benefits for up to 18 months. As a condition of receiving severance benefits under the Severance Plan and under the terms of Mr. Lauck’s employment agreement, each NEO is subject to a non‑disclosure covenant and a non‑compete covenant pursuant to which the NEO is prohibited for a period of one year following his or her termination from engaging in any competing business in any county in which the Company is doing business or any adjacent county. In addition, the NEO is prohibited from soliciting employees from the Company for up to two years (varies by individual agreement) following termination. To aid in the enforcement of these provisions, prior to a change of control of the Company, the Severance Plan provides for payment of the severance benefits over

54~~PDCENERGY~~ ~~2020 PROXY~~

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~12 months. Under the terms of Mr. Lauck’s employment agreement, however, he would receive severance benefits within 40 days following a qualifying termination.~~

Mr. Lauck’s employment agreement contains a clawback provision and the executives covered under the Severance Plan are covered under the Company’s clawback policy. See “Other Policies and Considerations—Clawback Policy”. Mr. Lauck’s employment agreement automatically extends for 12 months on December 31 of each year prior to the last year of the employment agreement (or any extensions thereof) unless either party gives notice of non‑renewal at least 30 days prior to such December 31 automatic extension date.

PDC ENERGY ~~2020~~2021 PROXY55

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~IMPACT OF TERMINATION AND CHANGE OF CONTROL ON LONG‑TERM EQUITY-BASED INCENTIVE PLANS~~

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

(varies by individual agreement) following termination. To aid in the enforcement of these provisions, prior to a change of control of the Company, the Severance Plan provides for payment of the severance benefits over 12 months. Under the terms of the Lauck Employment Agreement, however, Mr. Lauck would receive severance benefits within 40 days following a qualifying termination.

The Lauck Employment Agreement contains a clawback provision and the executives covered under the Severance Plan are covered under the Company’s clawback policy. See “Other Policies and Considerations—Clawback Policy”. The Lauck Employment Agreement automatically extends for 12 months on December 31 of each year prior to the last year of the employment agreement (or any extensions thereof) unless either party gives notice of non-renewal at least 30 days prior to such December 31 automatic extension date.

IMPACT OF TERMINATION AND CHANGE OF CONTROL ON LONG-TERM EQUITY-BASED INCENTIVE PLANS

The following table outlines the effect on outstanding unvested long-term incentive awards under various termination scenarios and upon a change of control of the Company based on the terms of the 2010 Amended and Restated Long Term Equity Plan (the “2010 Equity Plan”), the 2018 Long Term Equity Plan, as amended (the “2018 Equity Plan”) and related grant agreements and the Lauck Employment Agreement:

TERMINATION SCENARIO/CHANGE OF
CONTROL⁽¹⁾

RESTRICTED
STOCK/SARs/OPTIONS

PERFORMANCE SHARE UNITS⁽²⁾

Voluntary Termination

Forfeited

Termination for Cause

Forfeited

Termination by Company Without Cause or Executive for Good Reason Prior to Change of Control

Vests

Mr. Lauck:
Forfeited

Executives in Severance Plan:

2019 and 2020 grants: Portion to be potentially earned at end of performance period determined at time of termination at the sole discretion of the ~~Company~~Committee.

Death

Vests

2019 and 2020 Awards:

Earned at 100% if death occurs in first two years of performance period. Earned based on ~~the terms~~actual results if death occurs after first two years of ~~the 2010 Equity Plan, 2018 Long Term Equity Plan (the “2018 Equity Plan”)~~performance period.

Disability

Vests

2019 and ~~related grant agreements~~2020 Awards:

Earned based on performance at end of performance period.

Occurrence of a Change of Control

2019 and ~~Mr. Lauck’s executive~~2020 Awards:

Double trigger vesting applies. Vesting is contingent on continued employment ~~agreement:~~through original vesting dates, subject to accelerated vesting upon death, disability, termination without cause or termination for good reason.

~~TERMINATION SCENARIO/CHANGE OF~~ ~~CONTROL(1)~~	~~RESTRICTED~~ ~~STOCK/SARs/OPTIONS~~	~~PERFORMANCE SHARE UNITS(2)~~
~~Voluntary Termination~~	~~Forfeited~~	~~Forfeited~~
~~Termination for Cause~~	~~Forfeited~~	~~Forfeited~~
~~Termination by Company Without Cause or Executive for Good Reason Prior to Change of Control~~	~~Vests~~	~~Mr. Lauck:~~ ~~Forfeited~~
		~~Executives in Severance Plan:~~
		~~2018 and 2019 grants:~~ ~~Portion to be potentially earned at end of performance period determined at time of termination at the sole discretion of the Committee.~~
~~Death~~	~~Vests~~	~~2018 and Prior Awards:~~ ~~Earned pro‑rata based on performance through either date of death or end of performance period.~~ ~~2019 Awards:~~ ~~Earned at 100% if death occurs in first two years of performance period. Earned based on actual results if death occurs after first two years of performance period.~~
~~Disability~~	~~Vests~~	~~2018 and Prior Awards:~~ ~~Earned pro‑rata based on performance at end of performance period.~~ ~~2019 Awards:~~ ~~Earned based on performance at end of performance period.~~
~~Occurrence of a Change of Control~~	~~2018 and Prior Awards:~~ ~~Vests~~ ~~2019 Awards:~~ Double trigger vesting applies. Vesting is contingent on continued employment through original vesting dates, subject to accelerated vesting upon death, disability, termination without cause or termination for good reason.	~~2018 and Prior Awards:~~ If less than 50% of the performance period has elapsed, earns 100% of PSUs. If 50% or more of the performance period has elapsed, earns greater of actual performance through change of control or 100% of PSUs.	2019 and 2020 Awards: Double trigger vesting applies. Performance is measured through the date of the change of control to determine the number of PSUs potentially earned. That number of PSUs is then earned at the end of the originally scheduled performance period based on continued employment, subject to accelerated vesting upon death, disability, termination without cause or termination for good reason.

(1)

~~(1)~~

Except as noted otherwise, award treatment is the same regardless of when the award was issued.

(2)

~~(2)~~

Except as noted otherwise, PSU treatment for each scenario listed is the same for those covered by the ~~Severance Plan and Mr. Lauck’s Employment Agreement.~~

56~~PDCENERGY~~ ~~2020 PROXY~~

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~CHANGE OF CONTROL EXCISE TAX PROVISION~~

The Company currently provides no income tax gross‑up or excise tax gross‑up for taxes that may be imposed on “excess parachute payments” within the meaning of Section 280G and Section 4999 of the Code. The Severance Plan and ~~Mr. Lauck’s employment agreement provide that if it is determined that any payment or distribution by~~ the Company to or for the executive’s benefit would constitute an “excess parachute payment,” the Company will either (1) pay the total amount to the executive and he would be responsible for the 20% excise tax; or (2) reduce the executive’s payments such that the executive receives no “excess parachute payments,” whichever amount would give the executive the greater benefit on a net, after‑tax basis. Although the Company would be denied a tax deduction for such excess parachute payments under alternative (1) above, the Committee believes the cost to the Company would be minimal as a percentage of the entire value of the change of control transaction.Lauck Employment Agreement.

PDC ENERGY ~~2020 PROXY~~ 57

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~ESTIMATED TERMINATION AND CHANGE IN CONTROL BENEFITS~~

The tables below and the discussion that follows show compensation payable to each of our NEOs upon various termination scenarios both before and after a change of control of the Company (defined in the tables as “COC”). The amounts shown assume that termination occurred on December 31, 2019, that the closing price per share on such date was $26.17, and, in the event of termination due to change of control, the executive’s benefit is not reduced as a result of Section 280G or Section 4999 of the Code (as described above). The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.

~~Barton R. Brookman~~

Termination by Company

Voluntary or

Without Cause or by Exec

Termination

for Good Reason


for Cause

Prior to COC

After COC

Death

Disability

Cash Compensation









Cash Severance

—

$
3,655,000
(1)
$
5,482,500
(2)

—

Pro-rata Bonus

—

—

977,500
(3)

—

Acceleration of Unvested Equity









RSUs/SARs

—

2,633,278

2,633,278

2,633,278

2,633,278

PSUs

—

—
(4)

2,687,371
(5)

2,322,936
(6)

2,322,936
(7)
Benefits









Health Benefits Continuation

—

28,599
(8)

28,599
(8)

—

Total

$
—

$
6,316,877

$
11,809,248

$
4,956,214

$
4,956,214

~~R. Scott Meyers~~

Termination by Company

Voluntary or

Without Cause or by Exec

Termination

for Good Reason


for Cause

Prior to COC

After COC

Death

Disability

Cash Compensation









Cash Severance

—

$
1,147,500
(1)
$
1,912,500
(2)

—

Pro-rata Bonus

—

—

340,000
(3)

—

Acceleration of Unvested Equity







RSUs/SARs

—

736,293

736,293

736,293

736,293

PSUs

—

—
(4)

778,531
(5)

693,777
(6)

693,777
(7)
Benefits









Health Benefits Continuation

—

40,943
(8)

40,943
(8)

—

—

Total

$
—

$
1,924,736

$
3,808,267

$
1,430,070

$
1,430,070

58~~PDCENERGY~~ ~~2020~~2021 PROXY

~~Table of Contents~~47

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~Lance A. Lauck~~

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

CHANGE OF CONTROL EXCISE TAX PROVISION

The Company currently provides no income tax gross-up or excise tax gross-up for taxes that may be imposed on “excess parachute payments” within the meaning of Section 280G and Section 4999 of the Code. The Severance Plan and Mr. Lauck’s employment agreement provide that if it is determined that any payment or distribution by the Company to or for the executive’s benefit would constitute an “excess parachute payment,” the Company will either (1) pay the total amount to the executive and he would be responsible for the 20% excise tax; or (2) reduce the executive’s payments such that the executive receives no “excess parachute payments,” whichever amount would give the executive the greater benefit on a net, after-tax basis. Although the Company would be denied a tax deduction for such excess parachute payments under alternative (1) above, the Committee believes the provision strikes an appropriate balance between cost to the Company and the provision of promised benefits to the executive.

REASONER RETIREMENT AGREEMENT

Mr. Reasoner retired from the Company on August 31, 2020. In connection with his retirement, and in consideration of his many contributions to the Company during his tenure, including his exceptional leadership, achievement of premier operating results and integration efforts following the merger with SRC, conditional upon his entry into a Retirement Agreement and General Release of Claims (the “Release”), Mr. Reasoner received a cash payment equal to $864,500 representing one times his 2020 base salary and target cash bonus (to be paid over a twelve-month period), a pro-rated annual bonus for 2020 of $263,390 and eighteen months of COBRA health benefits paid by the Company. In addition, all unvested RSUs and PSUs held by Mr. Reasoner immediately prior to his retirement vested as of the effective date of the Release, with the unvested PSUs vesting at 100% of target.

Termination by Company

Voluntary or

Without Cause or by Exec

Termination

for Good Reason


for Cause

Prior to COC

After COC

Death

Disability

Cash Compensation

Cash Severance

—

$
1,870,000
(1)
$
2,805,000
(2)

—

—

Salary Continuation

—

—

—

227,500
(9)

341,250
(10)
Pro-rata Bonus

409,500
(3)

—

—

—

—

Acceleration of Unvested Equity











RSUs/SARs

—

995,114

995,114

995,114

995,114

PSUs

—

—
(11)

1,009,691
(5)

878,327
(6)

878,327
(7)
Benefits











Health Benefits Continuation

—

40,943
(8)

40,943
(8)

—

—

Total

$
409,500

$
2,906,057

$
4,850,748

$
2,100,941

$
2,214,691

~~Scott J. Reasoner~~48

Termination by Company

Voluntary or

Without Cause or by Exec

Termination

for Good Reason


for Cause

Prior to COC

After COC

Death

Disability

Cash Compensation









Cash Severance

—

$
1,296,750
(1)
$
2,161,250
(2)

—

Pro-rata Bonus

—

—

409,500
(3)

—

Acceleration of Unvested Equity







RSUs/SARs

—

960,648

960,648

960,648

960,648

PSUs

—

—
(4)

996,868
(5)

869,736
(6)

869,736
(7)
Benefits









Health Benefits Continuation

—

40,943
(8)

40,943
(8)

—

—

Total

$
—

$
2,298,341

$
4,569,209

$
1,830,384

$
1,830,384

PDC ENERGY ~~2020~~2021 PROXY59

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

ESTIMATED TERMINATION AND CHANGE IN CONTROL BENEFITS

The tables below and the discussion that follows show compensation payable to each of our NEOs upon various termination scenarios both before and after a change of control of the Company (defined in the tables as “COC”). The amounts shown assume that termination occurred on December 31, 2020, that the closing price per share on such date was $20.53, and, in the event of termination due to change of control, the executive’s benefit is not reduced as a result of Section 280G or Section 4999 of the Code (as described above). The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.

Barton R. Brookman


			Termination by Company
	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death			Disability
Cash Compensation
Cash Severance		—	$	3,655,000	⁽¹⁾	$	5,482,500	⁽²⁾		—			—
Pro-rata Bonus		—		—			977,500	⁽³⁾		—			—
Acceleration of Unvested Equity
RSUs		—		2,835,316			2,835,316			2,835,316			2,835,316
PSUs		—		—	⁽⁴⁾		3,652,226	⁽⁵⁾		3,819,791	⁽⁶⁾		3,652,226	⁽⁷⁾
Benefits
Health Benefits Continuation		—		55,580	⁽⁸⁾		55,580	⁽⁸⁾		—			—
Total	$	—	$	6,545,896		$	13,003,122		$	6,655,107		$	2,835,316

R. Scott Meyers


			Termination by Company
	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death			Disability
Cash Compensation
Cash Severance		—	$	1,211,250	⁽¹⁾	$	2,018,750	⁽²⁾		—			—
Pro-rata Bonus		—		—			382,500	⁽³⁾		—			—
Acceleration of Unvested Equity
RSUs		—		1,171,298			1,171,298			1,171,298			1,171,298
PSUs		—		—	⁽⁴⁾		1,186,513	⁽⁵⁾		1,240,546	⁽⁶⁾		1,186,513	⁽⁷⁾
Benefits
Health Benefits Continuation		—		86,909	⁽⁸⁾		86,909	⁽⁸⁾		—			—
Total	$	—	$	2,469,457		$	4,845,970		$	2,411,844		$	1,171,298

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~Nicole L. Martinet~~

Termination by Company

Voluntary or

Without Cause or by Exec

Termination

for Good Reason


for Cause

Prior to COC

After COC

Death

Disability

Cash Compensation









Cash Severance

—

$
828,750
(1)
$
1,381,250
(2)

—

Pro-rata Bonus

—

—

227,500
(3)

—

Acceleration of Unvested Equity







RSUs/SARs

—

295,093

295,093

295,093

295,093

PSUs

—

—
(4)

215,876
(5)

215,876
(6)

215,876
(7)
Benefits









Health Benefits Continuation

—

40,943
(8)

40,943
(8)

—

—

Total

$
—

$
1,164,786

$
2,160,662

$
510,969

$
510,969

~~(1)~~

Cash severance is equal to (a) 2 times the sum of base salary and target bonus for Mr. Brookman, (b) 1.5 times the sum of base salary and target bonus for Messrs. Meyers and Reasoner and Ms. Martinet and (c) 2 times the sum of base salary and highest bonus paid in last two years for Mr. Lauck.

~~(2)~~

Cash severance is equal to (a) 3 times the sum of base salary and target bonus for Mr. Brookman, (b) 2.5 times the sum of base salary and target bonus for Messrs. Meyers and Reasoner and Ms. Martinet and (c) 3 times the sum of base salary and highest bonus paid in last two years for Mr. Lauck.

~~(3)~~

Under the terms of the Severance Plan, Messrs. Brookman, Meyers, Reasoner and Ms. Martinet are entitled to a pro‑rata target bonus if termination is related to a COC. Per the terms of his individual Employment Contract, Mr. Lauck is entitled to a pro-rata bonus if terminated for cause. Bonus amounts for 2019 are not determined until after December 31 and are subject to forfeiture until paid. As a result, the pro‑rata bonus shown is based on target bonus for 2019.

~~(4)~~

The Committee has the discretion to allow between 0% to 100% of the target PSUs to remain outstanding and to be earned based on Company performance at the end of the performance period. Since no amount is guaranteed, no value is included for the PSUs.

~~(5)~~

The value shown for PSUs upon a COC assumes (a) for 2019 PSUs, the target number of units (100%) based on performance through the date of COC and (b) for 2018 PSUs, the target number of units (100%) would be earned since amount is based on the greater of 100% or actual Company performance for the period (100% as of December 31, 2019).

~~(6)~~

The value shown for PSUs upon death assumes (a) for 2019 PSUs, the target number of units (100%) and (b) for 2018 PSUs, two‑thirds of the target PSUs adjusted for Company performance through date of death would be paid (100% as of December 31, 2019).

~~(7)~~

The value shown for PSUs upon disability payable at end of period assumes (a) for 2019 PSUs, the target PSUs adjusted for Company performance through the end of the period would be earned (assumes 100% as of December 31, 2019) and (b) for 2018 PSUs, two‑thirds of the target PSUs adjusted for Company performance through the end of the period would be earned (assumes 100% as of December 31, 2019).

~~(8)~~

~~Cost of Company‑subsidized COBRA premium to continue health, vision and dental coverage to executive and any covered dependents for an 18‑month period.~~

~~(9)~~

~~In the event of death, executive would receive a lump sum payment equal to six months base salary.~~

~~(10)~~

In the event of short term disability, base salary would continue for 13 weeks. Upon qualifying for long‑term disability, executive would receive an additional lump sum payment equal to six months’ base salary.

~~(11)~~

~~PSUs awarded in 2018 and 2019 would be forfeited.~~

60PDC ENERGY ~~2020~~2021 PROXY

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

Lance A. Lauck


				Termination by Company
	Voluntary or			Without Cause or by Exec
	Termination			for Good Reason
	for Cause			Prior to COC			After COC			Death			Disability
Cash Compensation
Cash Severance		—		$	1,812,000	⁽¹⁾	$	2,718,000	⁽²⁾		—			—
Salary Continuation		—			—			—			227,500	⁽⁹⁾		341,250	⁽¹⁰⁾
Pro-rata Bonus		409,500	⁽³⁾		—			—			—			—
Acceleration of Unvested Equity
RSUs		—			1,255,266			1,255,266			1,255,266			1,255,266
PSUs		—			—	⁽¹¹⁾		1,257,054	⁽⁵⁾		1,311,087	⁽⁶⁾		1,257,054	⁽⁷⁾
Benefits
Health Benefits Continuation		—			86,909	⁽⁸⁾		86,909	⁽⁸⁾		—			—
Total	$	409,500		$	3,154,175		$	5,317,229		$	2,793,853		$	1,596,516

Nicole L. Martinet


			Termination by Company
	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death			Disability
Cash Compensation
Cash Severance		—	$	1,080,000	⁽¹⁾	$	1,800,000	⁽²⁾		—			—
Pro-rata Bonus		—		—			320,000	⁽³⁾		—			—
Acceleration of Unvested Equity
RSUs		—		648,461			648,461			648,461			648,461
PSUs		—		—	⁽⁴⁾		649,682	⁽⁵⁾		683,074	⁽⁶⁾		649,682	⁽⁷⁾
Benefits
Health Benefits Continuation		—		86,909	⁽⁸⁾		86,909	⁽⁸⁾		—			—
Total	$	—	$	1,815,370		$	3,505,052		$	1,331,535		$	648,461

David J. Lillo


			Termination by Company
	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death		Disability
Cash Compensation
Cash Severance		—	$	1,080,000	⁽¹⁾	$	1,800,000	⁽²⁾		—		—
Pro-rata Bonus		—		—			320,000	⁽³⁾		—		—
Acceleration of Unvested Equity
RSUs		—		792,561			792,561			792,561		792,561
PSUs⁽¹²⁾		—		—			—			—		—
Benefits
Health Benefits Continuation		—		86,909	⁽⁸⁾		86,909	⁽⁸⁾		—		—
Total	$	—	$	1,959,470		$	2,999,470		$	792,561	$	792,561

(1)	Cash severance is equal to (a) 2 times the sum of base salary and target bonus for Mr. Brookman, (b) 1.5 times the sum of base salary and target bonus for Messrs. Meyers and Lillo and Ms. Martinet and (c) 2 times the sum of base salary and highest bonus paid in last two years for Mr. Lauck.

50	PDCENERGY 2021 PROXY

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

~~Table~~
(2) Cash severance is equal to (a) 3 times the sum of ~~Contents~~
~~PDC ENERGY INC. - PROXY STATEMENT~~
base salary and target bonus for Mr. Brookman, (b) 2.5 times the sum of base salary and target bonus for Messrs. Meyers and Lillo and Ms. Martinet and (c) 3 times the sum of base salary and highest bonus paid in last two years for Mr. Lauck.
(3) ~~CEO PAY RATIO~~
~~Pursuant~~Under the terms of the Severance Plan, Messrs. Brookman, Meyers, Lillo and Ms. Martinet are entitled to ~~rules promulgated~~a pro-rata target bonus if termination is related to a COC. Per the terms of the Lauck Employment Agreement, Mr. Lauck is entitled to a pro-rata bonus if terminated for cause. Bonus amounts for 2020 are not determined until after December 31 and are subject to forfeiture until paid. As a result, the pro-rata bonus shown is based on target bonus for 2020.
(4) The Committee has the discretion to allow all or a portion (up to 200%) of the target PSUs to remain outstanding and to be earned based on Company performance at the end of the performance period. Since no amount is guaranteed, no value is included for the PSUs.
(5) The value shown for PSUs upon a COC assumes (a) for 2020 PSUs, the number of units earned based on performance through the date of COC is 93.5% of target and (b) for 2019 PSUs, the target number of units (100%) would be earned since amount is based on the greater of 100% or actual Company performance for the period (100% as of December 31, 2020).
(6) The value shown for PSUs upon death reflects the target number of units (100%) for 2019 and 2020 PSUs.
(7) The value shown for PSUs upon disability assumes for 2019 and 2020 PSUs, the number of units earned based on performance through December 31, 2020 is 100% and 93.5% of target, respectively. However, under the ~~Dodd-Frank Act,~~respective award agreements, the ~~Company is required to disclose the ratio of its CEO’s annual total compensation to the Company’s median employee’s annual total compensation. The Company identified the median employee for 2019~~units earned will be based on ~~estimated~~actual performance measured at the end of the applicable performance periods.
(8) Cost of Company-subsidized COBRA premium to continue health, vision and dental coverage to executive and any covered dependents for a 36-month period.
(9) In the event of death, executive would receive a lump sum payment equal to six months base salary.
(10) In the event of short term disability, base salary would continue for 13 weeks. Upon qualifying for long-term disability, executive would receive an additional lump sum payment equal to six months’ base salary.
(11) PSUs awarded in 2019 ~~compensation reportable on Form W-2 for all employees (other than the CEO) on~~and 2020 would be forfeited.
(12) Mr. Lillo had no PSUs as of December 31, ~~2019. For 2019, the CEO’s total annual compensation was $7,751,080,~~2020.


	PDCENERGY 2021 PROXY	51

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

CEO PAY RATIO

Pursuant to rules promulgated under the Dodd-Frank Act, the Company is required to disclose the ratio of its CEO’s annual total compensation to the Company’s median employee’s annual total compensation. Based on our internal review procedures this year, we do not believe that there have been any changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio calculation. The median employee identified in 2019 remains employed in substantially the same role and at the same location as last year. Because there have not been any changes to the determination of the median employee that we reasonably believe would significantly affect this year’s pay ratio, applicable SEC rules permit us to use the same median employee identified last year in order to calculate this year’s pay ratio. In 2019, the Company identified the median employee based on estimated 2019 compensation reportable on Form W-2 for all employees (other than the CEO) on December 31, 2019. For 2020, the CEO’s total annual compensation was $7,899,899, which amount differs from the amount reported in the Summary Compensation Table because it also includes perquisites with a value of less than $10,000 and certain other non-discriminatory benefits. The median employee’s total annual compensation was $142,976, resulting in a CEO pay ratio of 55:1.

Compensation data used to calculate the ratio is set forth below:


					Stock				All Other
	Salary		Bonus		Awards			SARs	Compensation⁽²⁾		Total
Name	($)		($)		($)			($)	($)		($)
Median Employee	$	103,413	$	14,806	$	4,365	⁽¹⁾	—	$	20,392	$	142,976
CEO		803,000		938,400		6,085,896		—		72,603		7,899,899

(1)	Represents the grant date fair value of RSUs, as computed in accordance with FASB ASC Topic 718.

(2)

Includes matching contributions to the Company’s 401(k) and Profit Sharing Plan, perquisites with a value of less than $10,000 and ~~certain~~ other non-discriminatory ~~benefits. The median employee’s total annual compensation was $137,371, resulting~~benefits not reported in ~~a CEO pay ratio of 56:1.~~

the “Summary Compensation ~~data used to calculate the ratio is~~Table” set forth ~~below:~~

Non-Equity








Incentive Plan

Stock

All Other

Salary

Compensation

Awards(1)

SARs

Compensation(2)

Total
Name

($)

($)

($)

($)

($)

($)
Median Employee

$
92,500

$
13,400

$
10,574

—

$
20,897

$
137,371
CEO

850,000

1,017,000

5,803,410

—

80,670

7,751,080
in this Proxy Statement.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information related to our equity compensation plans under which our equity securities are authorized for issuance as of December 31, 2020:


	Number of Securities to
	be Issued Upon	Weighted-Average		Securities Remaining
	Exercise	Exercise Price of		Available for Future
	of Outstanding Options	Outstanding Options		Issuance Under Equity
	and Rights	and Rights		Compensation Plans
Plan Category	⁽¹⁾(#)	($)		⁽²⁾(#)
Equity compensation plans approved by security holders	826,011	$	49.45	5,393,991
Equity compensation plans not approved by security holders	—		—	—
Total	826,011	$	49.45	5,393,991

~~(1)~~

~~Represents the grant date fair value of RSUs, as computed in accordance with FASB ASC Topic 718.~~

(1)

Includes 615,336 shares of common stock to be issued under outstanding PSUs based upon continuous employment and the maximum achievement of certain performance goals over a specified period of time as described in “Outstanding Equity Awards at Fiscal Year-End.” These shares have been excluded from the weighted average exercise price calculation.

(2)	The number of securities remaining available for future issuances has been reduced by the number of securities to be issued upon exercise of outstanding SARs and pursuant to RSUs subject to time vesting and PSUs subject to certain market-based performance goals over a specified period of time.

~~(2)~~

Includes matching contributions to the Company’s 401(k) and Profit Sharing Plan, perquisites with a value of less than $10,000 and other non‑discriminatory benefits not reported in the “Summary Compensation Table” set forth in this Proxy Statement.

~~EQUITY COMPENSATION PLAN INFORMATION~~

~~The following table summarizes information related to our equity compensation plans under which our equity securities are authorized for issuance as of December 31, 2019:~~

Number of Securities to




be Issued Upon

Weighted-Average

Securities Remaining

Exercise

Exercise Price of

Available for Future

of Outstanding Options

Outstanding Options

Issuance Under Equity

and Rights

and Rights

Compensation Plans
Plan Category

(1)(#)

($)

(2)(#)
Equity compensation plans approved by security holders

511,400

$
46.64

1,423,137
Equity compensation plans not approved by security holders

—

—

—
Total

511,400

$
46.64

1,423,137

~~(1)~~

Includes 221,142 shares of common stock to be issued under outstanding PSUs based upon continuous employment and the maximum achievement of certain performance goals over a specified period of time as described in “Outstanding Equity Awards at Fiscal Year‑End.” These shares have been excluded from the weighted average exercise price calculation.

~~(2)~~

The number of securities remaining available for future issuances has been reduced by the number of securities to be issued upon exercise of outstanding SARs and pursuant to RSUs subject to time vesting and PSUs subject to certain market‑based performance goals over a specified period of time.

PDC ENERGY ~~2020~~2021 PROXY61

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PDC ENERGY, INC. - PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of March 30, 2021, by (1) each person known by the Company to own beneficially more than five percent of the outstanding shares of common stock; (2) each Director of the Company; (3) each Named Executive Officer; and (4) all Directors and executive officers as a group. Except as otherwise indicated, each person has sole voting and investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. As of March 30, 2021, 99,373,297 shares of common stock of the Company were outstanding. Except as otherwise indicated, the address for each of the named security holders is c/o 1775 Sherman Street, Suite 3000, Denver, Colorado 80203.


	Number of		Percentage of
	Shares		Shares
	Beneficially		Beneficially
Name and Address of Beneficial Owner	Owned		Owned ⁽¹⁾
5% or Greater Owners:
BlackRock, Inc.	16,033,228	⁽²⁾	16.1	%
55 East 52nd Street
New York, NY 10055
The Vanguard Group	10,254,019	⁽³⁾	10.3	%
100 Vanguard Blvd.
Malvern, PA 19355
Dimensional Fund Advisors LP	6,145,895	⁽⁴⁾	6.2	%
6300 Bee Cave Road Building One
Austin, TX 78746

Named Executive Officers:
Barton R. Brookman, Jr.	335,955	⁽⁵⁾	*
Lance A. Lauck	159,807	⁽⁶⁾	*
R. Scott Meyers	35,420	⁽⁷⁾	*
Nicole L. Martinet	10,459	⁽⁸⁾	*
David J. Lillo	32,152	⁽⁹⁾	*
Scott J. Reasoner	145,393	⁽¹⁰⁾	*

Non-Employee Directors:
Mark E. Ellis	35,713	⁽¹¹⁾	*
Anthony J. Crisafio	4,698	⁽¹²⁾	*
Christina M. Ibrahim	12,967	⁽¹³⁾	*
Paul J. Korus	23,405	⁽¹⁴⁾	*
Randy S. Nickerson	15,390	⁽¹⁵⁾	*
David C. Parke	24,623	⁽¹⁶⁾	*
Lynn A. Peterson	223,990	⁽¹⁷⁾	*
Jeffrey C. Swoveland	30,350	⁽¹⁸⁾
Diana L. Sands	0	⁽¹⁹⁾	*
Carlos A. Sabater	0		*

All directors and executive officers as a group (16 persons)	963,327	⁽²⁰⁾	*	%

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL~~
~~OWNERS AND MANAGEMENT~~

The following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of March 31, 2020, by (1) each person known by the Company to own beneficially more than five percent of the outstanding shares of common stock; (2) each Director of the Company; (3) each Named Executive Officer; and (4) all Directors and executive officers as a group. Except as otherwise indicated, each person has sole voting and investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. As of March 23, 2020, 99,429,198 shares of common stock of the Company were outstanding. Except as otherwise indicated, the address for each of the named security holders is c/o 1775 Sherman Street, Suite 3000, Denver, Colorado 80203.

Number of

Percentage of

Shares

Shares

Beneficially

Beneficially

Name and Address of Beneficial Owner

Owned

Owned (1)

5% or Greater Owners:

BlackRock, Inc.

9,304,514
(2)
9.4
%
55 East 52nd Street

New York, NY 10055

The Vanguard Group

6,381,893
(3)
6.4
%
100 Vanguard Blvd.

Malvern, PA 19355

Dimensional Fund Advisors LP

5,179,217
(4)
5.2
%
6300 Bee Cave Road Building One

Austin, TX 78746

Named Executive Officers:

Barton R. Brookman, Jr.

313,591
(5)
*

Lance A. Lauck

158,456
(6)
*

Scott J. Reasoner

92,484
(7)
*

R. Scott Meyers

20,287
(8)
*

Nicole L. Martinet

7,438
(9)
*

Non-Employee Directors:

Jeffrey C. Swoveland

22,201
(10)
*

David C. Parke

16,987
(11)
*

Anthony J. Crisafio

17,789
(12)
*

Randy S. Nickerson

8,105
(13)
*

Mark E. Ellis

26,451
(14)
*

Christina M. Ibrahim

5,682
(15)
*

Lynn A. Peterson

217,621
(16)
*

Paul J. Korus

14,536
(17)
*

All directors and executive officers as a group (14 persons)

927,282
(18)
*
%

Represents less than 1% of the outstanding shares of common stock.

62~~PDCENERGY~~ ~~2020 PROXY~~

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~(1)~~

For each holder of stock awards or other securities that are currently vested or exercisable or that vest or become exercisable within 60 days of March 31, 2020, we treat the common stock underlying those securities as owned by that holder and as outstanding shares when we calculate that holder’s percentage ownership of our common stock. We do not treat that common stock as outstanding when we calculate the percentage ownership of any other holder.


	~~(2)~~		As reported on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on February 4, 2020, BlackRock, Inc. holds sole voting power as to 9,135,992 shares and sole dispositive power as to 9,304,514 shares as of December 31, 2019. The amount reported does not include shares of the Company’s stock that may have been received by BlackRock, Inc. in connection with the closing of the SRC Merger pursuant to which each share of SRC common stock was converted into the right to receive 0.158 shares of the Company’s common stock. BlackRock, Inc. reported on a Schedule 13G/A filed with the SEC on February 4, 2020 that it beneficially owned 39,078,877 shares of SRC common stock as of December 31, 2019.

~~(3)~~

As reported on a Schedule 13G/A filed with the SEC by The Vanguard Group on February 12, 2020, The Vanguard Group is an investment advisor in accordance with SEC Rule 13d‑1(b)(1)(ii)(E) and holds sole voting power as to 58,428 shares, shared voting power with respect to 9,265 shares, sole dispositive power as to 6,321,235 shares and shared dispositive power as to 60,658 shares as of December 31, 2019. The amount reported does not include shares of the Company’s stock that may have been received by The Vanguard Group in connection with the closing of the SRC Merger pursuant to which each share of SRC common stock was converted into the right to receive 0.158 shares of the Company’s common stock. The Vanguard Group reported on a Schedule 13G/A filed with the SEC on February 12, 2020 that it beneficially owned 25,988,085 shares of SRC common stock as of December 31, 2019.

~~(4)~~

As reported on a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 12, 2020, Dimensional Fund Advisors LP is an investment advisor in accordance with SEC Rule 13d‑1(b)(1)(ii)(E) and holds sole voting power as to 5,142,003 shares and sole dispositive power as to 5,179,217 shares as of December 31, 2019. The amount reported does not include shares of the Company’s stock that may have been received by Dimensional Fund Advisors LP in connection with the closing of the SRC Merger pursuant to which each share of SRC common stock was converted into the right to receive 0.158 shares of the Company’s common stock. Dimensional Fund Advisors LP reported on a Schedule 13G/A filed with the SEC on February 12, 2020 that it beneficially owned 19,416,717 shares of SRC common stock as of December 31, 2019.

~~(5)~~

~~Excludes 138,106 RSUs subject to vesting greater than 60 days after March 31, 2020; includes 129,140 shares subject to SARs exercisable within 60 days of March 31, 2020.~~

~~(6)~~

~~Excludes 61,143 RSUs subject to vesting greater than 60 days after March 1, 2020; includes 71,878 shares subject to SARs exercisable within 60 days of March 31, 2020.~~

~~(7)~~

~~Excludes 60,979 RSUs subject to vesting greater than 60 days after March 1, 2020; includes 25,271 shares subject to SARs exercisable within 60 days of March 31, 2020.~~

~~(8)~~

~~Excludes 57,053 RSUs subject to vesting greater than 60 days after March 31, 2020.~~

~~(9)~~

~~Excludes 31,586 RSUs subject to vesting greater than 60 days after March 31, 2020.~~

~~(10)~~

~~Excludes 7,514 RSUs subject to vesting greater than 60 days after March 31, 2020; includes 3,580 common shares deferred pursuant to the Non‑Employee Director Deferred Compensation Plan.~~

~~(11)~~

~~Excludes 7,285 RSUs subject to vesting greater than 60 days after March 31, 2020; includes 2,312 common shares deferred pursuant to the Non‑Employee Director Deferred Compensation Plan.~~

~~(12)~~

~~Excludes 7,285 RSUs subject to vesting greater than 60 days after March 31, 2020; includes 425 common shares deferred pursuant to the Non‑Employee Director Deferred Compensation Plan.~~

~~(13)~~

~~Excludes 7,285 RSUs subject to vesting greater than 60 days after March 31, 2020.~~

~~(14)~~

~~Excludes 9,262 RSUs subject to vesting greater than 60 days after March 31, 2020.~~

~~(15)~~

~~Excludes 7,285 RSUs subject to vesting greater than 60 days after March 31, 2020.~~

~~(16)~~

~~Excludes 6,369 RSUs subject to vesting greater than 60 days after March 31, 2020.~~

~~(17)~~

~~Excludes 6,369 RSUs subject to vesting greater than 60 days after March 31, 2020.~~

~~(18)~~

Excludes 418,229 RSUs subject to vesting greater than 60 days after March 31, 2020; includes 6,317 common shares deferred pursuant to the Non‑Employee Director Deferred Compensation Plan and includes 226,289 SARs exercisable within 60 days of March 31, 2020.

PDC ENERGY ~~2020~~2021 PROXY63

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PDC ENERGY, INC. - PROXY STATEMENT

Each SAR referenced in the footnotes above entitles the executive officer to receive the difference between the fair market value of a share of our common stock on the date of exercise and its value on the date of initial grant, which ranged from $30.19 to $74.57 for the SARs in the table, payable in shares only.

6454	PDC ENERGY ~~2020~~2021 PROXY

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s executive officers and Directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Executive officers, Directors and holders of more than 10% of the common stock are required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file. If requested, the Company assists its executive officers and Directors in complying with the reporting requirements of Section 16(a) of the Exchange Act.

Based solely on a review of the reports furnished to the Company or on written representations from reporting persons that all reportable transactions were reported, the Company believes that, during the fiscal year ended December 31, 2020, the Company’s executive officers and Directors and owners of more than 10% of the Company’s common stock timely filed all reports they were required to file under Section 16(a) of the Exchange Act.

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~PROPOSAL NO. 5—RATIFY THE APPOINTMENT OF~~
~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING~~
~~FIRM~~PDC

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE~~ ENERGY~~“FOR”~~ ~~THIS PROPOSAL NO. 5. PROPERLY SUBMITTED PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.~~2021 PROXY

Table of Contents

PDC ENERGY, INC. - PROXY STATEMENT

PROPOSAL NO. 3—RATIFY THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 3. PROPERLY SUBMITTED PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and the Company is submitting the appointment of PwC to the stockholders for ratification. If the appointment of PwC is not ratified, the Audit Committee will reconsider its selection. A representative of PwC is expected to attend the meeting and will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions.


Principal Accountant Fees and Services	2020		2019
Audit Fees⁽¹⁾	$	1,902,600	$	2,704,000
Audit-Related Fees⁽²⁾		—		—
Tax Fees⁽³⁾		30,000		62,000
All Other Fees⁽⁴⁾		3,600		1,358,000
Total Fees	$	1,936,200	$	4,124,000

(1) Audit Fees consist of the aggregate fees billed for professional services rendered for audit procedures performed with regard to the Company’s annual consolidated financial statements and the report on management’s assessment of internal controls over financial reporting and the effectiveness of the Company’s internal controls over financial reporting, including reviews of the consolidated financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements, including fees related to comfort letters and consents issued in conjunction with our securities offerings.

(2) Audit-Related Fees consist of the aggregate fees billed for assurance and related services that are related to the performance of the audit or review of the Company’s annual consolidated financial statements and are not reported under “Audit Fees.”

(3) Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning for the ~~fiscal year ending December 31, 2020,~~Company and ~~the Company is submitting the appointment~~its proportionately consolidated entities.

(4) All Other Fees consist of ~~PwC to the stockholders~~aggregate fees billed for ~~ratification. If the appointment of PwC is not ratified, the Audit Committee will reconsider its selection. A representative of PwC is expected to attend the meeting~~products and ~~will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions.~~services other than services reported above.

Principal Accountant Fees and Services

2019

2018
Audit Fees(1)

$
2,704,000

$
2,268,300
Tax Fees(2)

62,000

39,800
All Other Fees(3)

1,358,000

437,200
Total Fees

$
4,124,000

$
2,745,300

(1) Audit Fees consist of the aggregate fees billed for professional services rendered for audit procedures performed with regard to the Company’s annual consolidated financial statements and the report on management’s assessment of internal controls over financial reporting and the effectiveness of the Company’s internal controls over financial reporting, including reviews of the consolidated financial statements included in our Quarterly Reports on Form 10‑Q, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements, including fees related to comfort letters and consents issued in conjunction with our securities offerings.

~~(2) Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning for the Company and its proportionately consolidated entities.~~

~~(3) All Other Fees consist of aggregate fees billed for products and services other than services reported above.~~

PDC ENERGY ~~2020~~2021 PROXY65

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PDC ENERGY, INC. - PROXY STATEMENT

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Sarbanes-Oxley Act of 2002 requires that all services provided to the Company by its independent registered public accounting firm be subject to pre-approval by the Audit Committee or authorized Audit Committee members. The Audit Committee has adopted policies and procedures for pre-approval of all audit services and non-audit services to be provided by the Company’s independent registered public accounting firm. Services necessary to conduct the annual audit must be pre-approved by the Audit Committee annually. Permissible non-audit services to be performed by the independent accountant may also be approved on an annual basis by the Audit Committee if they are of a recurring nature. Permissible non-audit services which are to be performed by the independent accountant and are not eligible for annual pre-approval must be pre-approved individually by the full Audit Committee or by an authorized Audit Committee member. Actual fees incurred for all services performed by the independent accountant will be reported to the Audit Committee after the services are fully performed. All of the services described in “Principal Accountant Fees and Services” were approved by the Audit Committee pursuant to its pre-approval policies in effect at the time. The duties of the Audit Committee are described in the Audit Committee Charter, which can be viewed on the Company’s website at www.pdce.com under “Corporate Governance.”

The proposal to ratify the appointment of PwC will be approved if it receives the affirmative vote of a majority of shares of common stock of the Company present or represented at the Annual Meeting and entitled to vote on this proposal. Abstentions will be counted as votes against this proposal. See “Information About Voting and the Meeting—How Proxies Work” for information on the effect of broker non-votes on this matter.

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~AUDIT COMMITTEE PRE‑APPROVAL POLICIES AND PROCEDURES~~

The Sarbanes‑Oxley Act of 2002 requires that all services provided to the Company by its independent registered public accounting firm be subject to pre‑approval by the Audit Committee or authorized Audit Committee members. The Audit Committee has adopted policies and procedures for pre‑approval of all audit services and non‑audit services to be provided by the Company’s independent registered public accounting firm. Services necessary to conduct the annual audit must be pre‑approved by the Audit Committee annually. Permissible non‑audit services to be performed by the independent accountant may also be approved on an annual basis by the Audit Committee if they are of a recurring nature. Permissible non‑audit services which are to be performed by the independent accountant and are not eligible for annual pre‑approval must be pre‑approved individually by the full Audit Committee or by an authorized Audit Committee member. Actual fees incurred for all services performed by the independent accountant will be reported to the Audit Committee after the services are fully performed. All of the services described in “Principal Accountant Fees and Services” were approved by the Audit Committee pursuant to its pre‑approval policies in effect at the time. The duties of the Audit Committee are described in the Audit Committee Charter, which can be viewed on the Company’s website at ~~www.pdce.com~~ ~~under “Corporate Governance.”~~

66~~PDCENERGY~~ ~~2020 PROXY~~

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~REPORT OF THE AUDIT COMMITTEE~~

The Audit Committee of the Board is comprised of three Directors and operates under a written charter adopted by the Board. Each member of the Audit Committee meets the independence requirements of Rule 5605(a)(2) of the NASDAQ listing standards and other applicable standards. The duties of the Audit Committee are summarized in this Proxy Statement under “Standing Committees of the Board” and are more fully described in its charter, which can be viewed on the Company’s website at ~~www.pdce.com~~ ~~under “Corporate Governance.”~~

Management is responsible for the Company’s internal controls and preparation of the consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon. The Audit Committee’s responsibilities include monitoring and overseeing these processes.

The Audit Committee held fourteen meetings during 2019. In addition, the Audit Committee authorized Audit Committee member Anthony J. Crisafio to serve on a sub‑committee of the Audit Committee to, among other things, review and approve SEC periodic financial filings and other actions of the partnerships for which the Company previously served as managing general partner. The sub‑committee did not meet during 2019 and was dissolved in December 2019.

The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2019 (the “Audited Financial Statements”) with the Company’s management and PwC, the Company’s independent registered public accounting firm. The Audit Committee also discussed with PwC the matters required to be discussed by the applicable requirements of PCAOB. The Audit Committee has received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB and has discussed with PwC its independence from the Company. The Audit Committee has discussed with management and PwC such other matters and received such assurances from them as the Audit Committee deemed appropriate.

Based on the foregoing review and discussions and relying thereon, the Audit Committee has recommended that the Board include the Audited Financial Statements in the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019.

~~Anthony J. Crisafio, Chair~~
~~Paul J. Korus~~

~~David C. Parke~~
~~Jeffrey C. Swoveland~~

~~AUDIT COMMITTEE OF THE BOARD OF DIRECTORS~~

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PDC ENERGY, INC. - PROXY STATEMENT

REPORT OF THE AUDIT COMMITTEE

The Audit Committee held 10 meetings during 2020.

The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2020 (the “Audited Financial Statements”) with the Company’s management and PwC, the Company’s independent registered public accounting firm. The Audit Committee also discussed with PwC the matters required to be discussed by the applicable requirements of PCAOB. The Audit Committee has received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB and has discussed with PwC its independence from the Company. The Audit Committee has discussed with management and PwC such other matters and received such assurances from them as the Audit Committee deemed appropriate.

Anthony J. Crisafio, Chair
Paul J. Korus

~~PDC ENERGY INC. - PROXY STATEMENT~~

David C. Parke

~~PROPOSAL NO. 6—APPROVE AN AMENDMENT TO THE 2018 EQUITY INCENTIVE PLAN~~

AUDIT COMMITTEE OF THE BOARD ~~UNANIMOUSLY RECOMMENDS THAT YOU VOTE ON THE PROXY CARD AND VOTING INSTRUCTION FORM~~ ~~“FOR”~~ ~~THE PROPOSAL TO AMEND THE COMPANY’S 2018 EQUITY INCENTIVE PLAN. PROPERLY SUBMITTED PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.~~OF DIRECTORS

On March 24, 2020, the Board approved an amendment to the PDC Energy, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) increasing the number of shares issuable under the 2018 Plan from 1,800,000 shares to 7,050,000 shares, subject to and to be effective upon stockholder approval at the Annual Meeting. The Board also recommended that the Company’s stockholders approve the amendment to the 2018 Plan at the Annual Meeting.

~~The remaining provisions of the 2018 Plan are not affected by this amendment, and the 2018 Plan continues to incorporate the following equity incentive plan best practices:~~

~~An omnibus plan design, allowing us flexibility to issue options, stock appreciation rights (sometimes~~ ~~referred~~ ~~to as “SARs”), restricted stock, RSUs, PSUs, and other stock-based awards;~~

~~No direct or indirect repricing of options or stock appreciation rights without stockholder approval;~~

Stringent share recycling provisions that prohibit recycling of shares used as consideration for tax withholding or as consideration for option exercises, along with full counting of all shares subject to stock-settled stock appreciation rights;

~~A minimum one-year cliff vesting schedule on all award types under the 2018 Plan (applicable to at least 95% of the shares authorized for issuance);~~

~~Dividends and dividend equivalents on unvested awards are accrued and paid only if related awards become vested; and~~

~~No excise tax gross-ups on equity awards.~~

~~Reasons for Amending the 2018 Plan~~

The Compensation Committee and the Board believe that we must continue to offer a competitive equity incentive program in order to successfully attract, retain and motivate the best employees, directors and consultants, without whom we cannot execute on our business goals or deliver value to our stockholders. However, the current share reserves of our existing equity compensation plans are nearly depleted. As of March 31, 2020, only ~~[•]~~ ~~shares remained available for grant under the 2018 Plan, and only~~ ~~[•]~~ shares remained available for grant under our Amended and Restated 2010 Long-Term Equity Compensation Plan (the “2010 Plan”). Accordingly, and based on historic grant patterns, we believe the remaining shares available for issuance under the 2010 Plan and the 2018 Plan are insufficient, and without an amendment to the 2018 Plan to add additional shares, the Company will have limited ability to grant incentive equity awards going forward. In such event, our ability to attract and retain the talent necessary to drive our business will likely be negatively impacted. The Board has therefore adopted an amendment to the 2018 Plan, subject to approval by the Company’s stockholders, to increase the number of shares available for issuance under the 2018 Plan so that we may continue to offer a competitive equity incentive program going forward.

68~~PDCENERGY~~ ~~2020 PROXY~~

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

If the 2018 Plan amendment proposal is approved by the Company’s stockholders, the number of shares of common stock reserved for issuance under the Company’s equity incentive plans will be increased by 5,250,000 shares, as follows (share counts are as of March 31, 2020):


~~Remaining shares available for issuance pursuant to new awards under the existing 2010 plan~~		~~[•]~~
~~Shares available for issuance under the 2018 Plan~~	+	~~[•]~~
~~Total shares available for issuance pursuant to new awards under the Company’s equity plans~~	=	~~[•]~~

~~Outstanding Awards~~

~~As of March 31, 2020, there were~~ ~~[•]~~ ~~stock options/SARs outstanding under the Company’s equity compensation plans with a weighted average exercise price of $[•]~~ ~~and a weighted average remaining term of~~ ~~[•]~~ ~~years. In addition, as of March 31, 2020, there were~~ ~~[•]~~ full value awards outstanding under the Company’s equity compensation plans. Other than the foregoing, no other awards under the Company’s equity compensation plans were outstanding or available for grant as of March 31, 2020.

~~Description of the Amended 2018 Plan~~

The following summary of material terms of the amended 2018 Plan does not purport to be complete and is subject to and qualified in its entirety by the actual terms of the amended 2018 Plan. A copy of the amendment to the 2018 Plan is provided as Appendix D to this Proxy Statement. A copy of the full 2018 Plan, which incorporates the changes made by the amendment and marks those changes specifically, is provided as Appendix E to this Proxy Statement.

~~Purpose of the amended 2018 Plan~~

The purpose of the amended 2018 Plan is to promote the success of the Company and the interests of its stockholders by providing an additional means for the Company to attract, motivate, retain and reward directors, officers, employees and other eligible persons (including certain consultants and advisors).

The Board or one or more committees consisting of independent directors appointed by the Board will administer the amended 2018 Plan. The Board will delegate general administrative authority for the amended 2018 Plan to the Compensation Committee, which is comprised of directors who qualify as independent under rules promulgated by the SEC and NASDAQ. Except where prohibited by applicable law, a committee may delegate some or all of its authority with respect to the amended 2018 Plan to another committee of directors or to one or more officers of the Company. For purposes of Rule 16b-3 of the Exchange Act, the rules of NASDAQ and for grants to non-employee directors, the amended 2018 Plan must be administered by a committee consisting solely of two or more independent directors. The appropriate acting body, be it the Board, a committee within its delegated authority, or an officer within his or her delegated authority, is referred to in this section as the Administrator.

~~The Administrator has broad authority under the amended 2018 Plan with respect to award grants including, without limitation, the authority:~~

~~To select participants and determine the type(s) of award(s) that they are to receive;~~

~~To determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award;~~

To cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents, and subject to the repricing prohibition described below;

~~To accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards subject to any required consents;~~

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ALL OTHER BUSINESS THAT MAY COME BEFORE THE
2021 ANNUAL MEETING

As of the date of this Proxy Statement, the Board is not aware of any matters to be brought before the Annual Meeting other than the matters set forth in this Proxy Statement. However, if other matters properly come before the meeting in accordance with our Bylaws and SEC rules, it is the intention of the proxy holders named in the enclosed form of proxy card to vote in accordance with their discretion on such matters pursuant to such proxy card.

STOCKHOLDER NOMINATIONS AND PROPOSALS

STOCKHOLDER PROPOSALS FOR 2022 ANNUAL MEETING

Any proposal that a stockholder wishes to include in the Company’s proxy statement for the 2022 annual meeting of stockholders must be received by the Company at its principal office on or prior to December 15, 2021, and must be submitted in compliance with SEC Rule 14a-8. Proposals should be addressed to:

Corporate Secretary

PDC Energy, Inc.

1775 Sherman Street, Suite 3000

Denver, Colorado, 80203

ADVANCE NOTICE PROCEDURES UNDER THE COMPANY’S BYLAWS

Any proposal or nomination for Director that a stockholder wishes to propose for consideration at the 2022 annual meeting of stockholders, but does not seek to include in our proxy statement under applicable SEC rules, must be submitted in accordance with Section 2.9(A)(2) of the Company’s Bylaws, which provides that no business may be brought before an annual meeting of stockholders unless it is specified in the notice of the meeting or is otherwise brought before the meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered advance notice to the Company. The notice must contain certain information specified in the Bylaws and be delivered to the Corporate Secretary at the address set forth above not less than 80 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. In the case of the 2022 annual meeting, the notice must be delivered between February 25, 2022 and March 7, 2022. However, the Bylaws also provide that if the meeting is held more than 30 days before the anniversary of the prior year’s annual meeting or 60 days after such anniversary, notice can generally be given not later than the tenth day following the day on which public announcement of the date of the annual meeting is first made by the Company.

Pursuant to SEC Rule 14a-4(c)(1), if our Corporate Secretary receives any stockholder proposal at the address listed above that is not timely under our Bylaws or after February 28, 2022 if the Bylaws deadline does not apply, the proxies designated by the Board will have discretionary authority to vote on such proposal.

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~~Subject to the other provisions of the amended 2018 Plan, to make certain adjustments to outstanding awards and authorize the conversion, succession or substitution of awards; and~~

To allow the purchase price of awards or shares of the Company’s common stock to be paid in the form of cash, check, or electronic funds transfer, by the delivery of already-owned shares of the Company’s common stock or by a reduction of the number of shares deliverable pursuant to the awards, by services rendered by the recipient of the awards, by notice of third party payment or by cashless exercise, on such terms as the Administrator may authorize, or any other form permitted by law.

~~Eligibility~~

Persons eligible to receive awards under the amended 2018 Plan include officers and employees of the Company or any of its subsidiaries, non-employee directors of the Company, and certain individual consultants who render bona fide services to the Company or any of its subsidiaries (other than services in connection with the offering or sale of securities or as a market maker or promoter of securities of the Company). As of the date of this Proxy Statement, there are approximately ~~[•]~~ employees, including officers, of the Company and its subsidiaries and seven non-employee Directors of the Company and its subsidiaries who would potentially be eligible to receive awards under the amended 2018 Plan.

~~Authorized Shares~~

The amended 2018 Plan authorizes the issuance of up to 7,050,000 shares of the Company’s common stock. The amended 2018 Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the amended 2018 Plan, except as may be required by the Administrator or applicable law or stock exchange rules.

Shares that are subject to or underlie awards which expire or for any reason are canceled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the amended 2018 Plan are available for reissuance under the amended 2018 Plan. However, the amended 2018 Plan prohibits liberal share recycling. Accordingly, shares tendered or withheld to satisfy the exercise price of options or tax withholding obligations, and shares covering the portion of exercised stock-settled SARs (regardless of the number of shares actually delivered), count against the share limit.

~~Awards Under the Amended 2018 Plan~~

Because awards under the amended 2018 Plan are granted in the discretion of the Board or a committee of the Board, the type, number, recipients and other terms of future awards cannot be determined at this time.

~~No Repricing~~

In no case (except due to an adjustment to reflect a stock split or similar event or any repricing that may be approved by stockholders) will any adjustment be made to a stock option or stock appreciation right award under the amended 2018 Plan (by amendment, cancellation and regrant, exchange for other awards or cash or other means) that would constitute a repricing of the per share exercise or base price of the award.

~~Minimum Vesting Schedule~~

The amended 2018 Plan requires a minimum one year cliff vesting schedule for all equity award types under the amended 2018 Plan. This minimum vesting schedule will apply to at least 95% of the shares authorized for grant under the amended 2018 Plan.

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~~Dividends and Dividend Equivalents~~

~~Accrued dividends or dividend equivalent amounts shall not be paid unless and until the awards to which they relate become vested.~~

~~Types of Awards~~

The amended 2018 Plan authorizes stock options, SARs, restricted stock, RSUs, PSUs and other forms of awards that may be granted or denominated in the Company’s common stock or units of the Company’s common stock, as well as cash bonus awards. The amended 2018 Plan provides flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Awards may, in certain cases, be paid or settled in cash.

~~Stock Options~~

A stock option is a right to purchase shares of the Company’s common stock at a future date at a specified price per share (the “exercise price”). The per share exercise price of an option generally may not be less than the fair market value of a share of the Company’s common stock on the date of grant. On ~~[•], 2020, the last sale price of the Company’s common stock as reported on NASDAQ was $[•]~~ per share. The maximum term of an option is ten years from the date of grant. An option may be either an incentive stock option or a nonqualified stock option. Incentive stock options are taxed differently than nonqualified stock options and are subject to more restrictive terms under the Internal Revenue Code of 1986, as amended (the “Code”) and the amended 2018 Plan. Incentive stock options may be granted only to employees of the Company or a subsidiary.

~~Stock Appreciation Rights~~

A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of shares of the Company’s common stock on the date of exercise of the stock appreciation right over the base price of the stock appreciation right. The base price is established by the Administrator at the time of grant of the stock appreciation right and generally cannot be less than the fair market value of a share of the Company’s common stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant.

~~Restricted Stock~~

Shares of restricted stock are shares of the Company’s common stock that are subject to certain restrictions on sale, pledge, or other transfer by the recipient during a particular period of time (the “restricted period”). Subject to the restrictions provided in the applicable award agreement and the amended 2018 Plan, a participant receiving restricted stock may have all of the rights of a stockholder as to such shares, including the right to vote and the right to receive dividends; provided, however, that dividends on unvested shares shall be accrued and shall be paid only if the restricted stock to which they relate become vested.

~~Restricted Stock Units~~

A restricted stock unit represents the right to receive one share of the Company’s common stock on a specific future vesting or payment date. Subject to the restrictions provided in the applicable award agreement and the amended 2018 Plan, a participant receiving RSUs has no rights as a stockholder until the shares of common stock are issued to the participant. RSUs may be granted with dividend equivalent rights. RSUs may be settled in cash if so provided in the applicable award agreement.

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~~Performance Stock Units~~

A PSU is a performance-based award that entitles the recipient to receive shares of the Company’s common stock based on attainment of one or more performance goals. Each PSU shall designate a target number of shares covered by the award, with the actual number of PSUs earned (if any) based on a formula set forth in the award agreement related to the attainment of one or more performance goals. Subject to the restrictions provided in the applicable award agreement and the amended 2018 Plan, a participant receiving PSUs has no rights as a stockholder until the shares of common stock are issued to the participant. PSUs may be granted with dividend equivalent rights. PSUs may be settled in cash if so provided in the applicable award agreement.

~~Cash Awards~~

The Administrator, in its sole discretion, may grant cash awards, including without limitation discretionary awards, awards based on objective or subjective performance criteria, and awards subject to other vesting criteria.

~~Other Awards~~

The other types of awards that may be granted under the amended 2018 Plan include, without limitation, stock bonuses, dividend equivalents, and similar rights to purchase or acquire shares of the Company’s common stock.

~~Change of Control~~

Unless otherwise provided in an applicable award agreement, upon a change of control (as defined in the amended 2018 Plan), the Administrator shall have full discretion to take whatever actions it deems necessary or appropriate, including but not limited to the following actions: (1) provide for full or partial accelerated vesting of any award or portion thereof, either immediately prior to the change of control or on such terms and conditions following the change of control (such as a termination without cause) as the Administrator determines in its sole and absolute discretion; (2) provide for the assumption of such awards (or portions thereof) or the substitution of such awards (or portions thereof) with similar awards of the surviving or acquiring Company; (3) provide for the cash-out and cancellation of any award (or portion thereof); and (4) take any other actions as the Administrator deems necessary or advisable in connection with such change of control transaction. If the surviving or acquiring company does not assume the outstanding awards (or portions thereof) or substitute similar stock awards for those outstanding under the amended 2018 Plan as of the change of control, then the vesting and exercisability (if applicable) of all awards (or portions thereof) shall be accelerated in full immediately prior to such change of control, and such outstanding awards (or portions thereof) shall terminate and/or be payable upon the occurrence of the change of control. The Administrator may take different actions with respect to different participants under the amended 2018 Plan, different awards under the amended 2018 Plan, and different portions of awards granted under the amended 2018 Plan.

~~Transferability of Awards~~

Awards under the amended 2018 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution, or pursuant to domestic relations orders, and with respect to awards with exercise features, are generally exercisable during the recipient’s lifetime only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, as long as such transfers comply with applicable federal and state securities laws and provided that any such transfers are not for consideration.

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~~Adjustments~~

As is customary in plans of this nature, the share limit and the number and kind of shares available under the amended 2018 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

~~No Limit on Other Authority~~

The amended 2018 Plan does not limit the authority of the Board or any committee to grant awards or authorize any other compensation, with or without reference to the Company’s common stock, under any other plan or authority.

~~Non-Competition and Clawback Policy~~

By accepting awards and as a condition to the exercise of awards and the enjoyment of any benefits of the amended 2018 Plan, participants agree to be bound by and subject to certain restrictive covenants and may forfeit their awards upon breach of such restrictive covenants. Awards are subject to any clawback policy adopted by the Company from time to time.

~~Awards to Directors~~

The amended 2018 Plan is the exclusive vehicle for awards of cash and equity compensation to be paid or provided to the Company’s non-employee directors. Non-employee directors are eligible to receive all forms of awards to the extent permissible under the amended 2018 Plan. Cash awards to non-employee directors may take any form determined by the Administrator in its sole and absolute discretion, including, but not limited to, retainers, committee fees, chairperson fees, per meeting fees, and special fees for committee service. Cash awards paid to any non-employee director may not exceed $400,000 in any fiscal year. Equity awards to non-employee directors may take any form determined by the Administrator in its sole and absolute discretion. Equity awards granted to any non-employee director may not have a grant date fair value in excess of $400,000 in any fiscal year.

~~Termination of, or Changes to, the Amended 2018 Plan~~

The Administrator may amend or terminate the amended 2018 Plan at any time and in any manner. Stockholder approval for an amendment will be required only to the extent then required by applicable law or any applicable stock exchange rules or as required under Sections 162, 409A, 422 or 424 of the Code to preserve the intended tax consequences of the amended 2018 Plan. For example, stockholder approval is required for any proposed amendment to increase the maximum number of shares that may be delivered with respect to awards granted under the amended 2018 Plan. Adjustments as a result of stock splits or similar events will not, however, be considered amendments requiring stockholder approval. Unless terminated earlier by the Board, the authority to grant new awards under the amended 2018 Plan will terminate ten years after the date on which the amended 2018 Plan was approved by the Board. Outstanding awards generally will continue following the expiration or termination of the amended 2018 Plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder.

~~Certain Federal Tax Consequences~~

The following summary of the federal income tax consequences of awards under the amended 2018 Plan is based upon federal income tax laws in effect on the date of this Proxy Statement. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences. The tax

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~~consequences of individual awards may vary depending upon the particular circumstances applicable to any individual participant.~~

~~Nonqualified Stock Options~~

The grant of a nonqualified stock option under the amended 2018 Plan will not result in any federal income tax consequences to the participant or to the Company. Upon exercise of a nonqualified stock option, the participant will recognize ordinary compensation income equal to the excess of the fair market value of the shares of common stock at the time of exercise over the option exercise price. If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the income recognized by the participant, subject to possible limitations imposed by the Code, including Section 162(m) thereof. Any gain or loss on the participant’s subsequent disposition of the shares will be treated as long-term or short-term capital gain or loss, depending on the sales proceeds received and whether the shares are held for more than one year following exercise. The Company does not receive a tax deduction for any subsequent capital gain.

~~Incentive Stock Options~~

The grant of an incentive stock option (or “ISO”) under the amended 2018 Plan will not result in any federal income tax consequences to the participant or to the Company. A participant recognizes no federal taxable income upon exercising an ISO (subject to the alternative minimum tax rules discussed below), and the Company receives no deduction at the time of exercise. In the event of a disposition of stock acquired upon exercise of an ISO, the tax consequences depend upon how long the participant has held the shares. If the participant does not dispose of the shares within two years after the ISO was granted, nor within one year after the ISO was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The Company is not entitled to any deduction under these circumstances.

If the participant fails to satisfy either of the foregoing holding periods (referred to as a “disqualifying disposition”), he or she will recognize ordinary compensation income in the year of the disposition. The amount of ordinary compensation income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the stock at the time of exercise and the exercise price. Such amount is not subject to withholding for federal income and employment tax purposes, even if the participant is an employee of the Company. Any gain in excess of the amount taxed as ordinary income will generally be treated as a short-term capital gain. The Company, in the year of the disqualifying disposition, is entitled to a deduction equal to the amount of ordinary compensation income recognized by the participant, subject to possible limitations imposed by the Code, including Section 162(m) thereof.

The “spread” under an ISO (i.e., the difference between the fair market value of the shares at exercise and the exercise price) is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant’s alternative minimum tax liability exceeds such participant’s regular income tax liability, the participant will owe the alternative minimum tax liability.

~~Restricted Stock~~

Restricted stock is generally taxable to the participant as ordinary compensation income on the date that the restrictions lapse (i.e. the date that the stock vests), in an amount equal to the excess of the fair market value of the shares on such date over the amount paid for such stock (if any). If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the ordinary income recognized by the participant, subject to possible limitations imposed by the Code, including Section 162(m) thereof. Any gain or loss on the participant’s subsequent disposition of the shares will be treated as long-term or short-term capital gain or

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~~loss depending on the sales price and how long the stock has been held since the restrictions lapsed. The Company does not receive a tax deduction for any subsequent gain.~~

Participants receiving restricted stock awards may make an election under Section 83(b) of the Code (a “Section 83(b) Election”) to recognize as ordinary compensation income in the year that such restricted stock is granted in an amount equal to the excess of the fair market value on the date of the issuance of the stock over the amount paid for such stock. If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. If such an election is made, the recipient recognizes no further amounts of compensation income upon the lapse of any restrictions and any gain or loss on subsequent disposition will be long-term or short-term capital gain or loss to the recipient. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Section 83(b) Election. The Section 83(b) Election must be made within 30 days from the time the restricted stock is issued. The Company is entitled to a deduction equal to the amount of income taken into account as a result of the Section 83(b) Election, subject to possible limitations imposed by the Code, including Section 162(m) thereof.

To the extent dividends are paid while the restrictions on the stock are in effect, any such dividends will be taxable to the participant as ordinary income (and will be treated as additional wages for federal income and employment tax withholding purposes, if the recipient is an employee) and will be deductible by the Company (subject to possible limitations imposed by the Code, including Section 162(m) thereof), unless the participant has made a Section 83(b) Election, in which case the dividends will generally be taxed at dividend rates and will not be deductible by the Company.

~~Other Awards~~

Other awards (such as RSUs and PSUs) are generally treated as ordinary compensation income as and when common stock or cash are paid to the participant upon vesting or settlement of such awards. If the participant is an employee, this income is subject to withholding for income and employment tax purposes. The Company is generally entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient, subject to possible limitations imposed by the Code, including Section 162(m) thereof.

~~Section 162(m) of the Internal Revenue Code~~

Under Code Section 162(m), no deduction is allowed in any taxable year of the Company for compensation in excess of $1 million paid to the Company’s “covered employees.” A “covered employee” is any individual who has served at any time after December 31, 2016 as the Company’s chief executive officer, chief financial officer, or other executive officer whose compensation has been reported in a Company proxy statement, regardless of whether any such individual is still employed by the Company. We may be prohibited under Code Section 162(m) from deducting compensation paid pursuant to the amended 2018 Plan to our “covered employees.”

~~Section 409A of the Internal Revenue Code~~

Section 409A of the Code provides certain requirements for the deferral and payment of deferred compensation arrangements. In the event that any award under the amended 2018 Plan is deemed to be a deferred compensation arrangement, and if such arrangement does not comply with Section 409A of the Code, the recipient of such award will recognize ordinary income once such award is vested, as opposed to at the time or times set forth above. In addition, the amount taxable will be subject to an additional 20% federal income tax along with other potential taxes and penalties. It is intended, although not guaranteed, that all awards issued under the amended 2018 Plan will either be exempt from or compliant with the requirements of Section 409A of the Code.

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~~Interested Parties~~

Because approval of the 2018 Plan amendment will increase the number of shares available for issuance to the directors and executive officers of the Company, each of those persons has an interest in and may benefit from the approval of the 2018 Plan amendment.

~~Vote Required for Approval~~

Approval of the 2018 Plan amendment will require the affirmative vote of a majority of the shares present or represented at the Annual Meeting. Abstentions will be counted as votes against this matter, and broker non-votes will have no effect on the vote on this matter.

~~ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT TO THE COMPANY’S 2018 EQUITY INCENTIVE PLAN.~~

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~~ALL OTHER BUSINESS THAT MAY COME BEFORE THE~~
~~2020 ANNUAL MEETING~~

~~STOCKHOLDER NOMINATIONS AND PROPOSALS~~

~~STOCKHOLDER PROPOSALS FOR 2021 ANNUAL MEETING~~

Any proposal that a stockholder wishes to include in the Company’s proxy statement for the 2021 annual meeting of stockholders must be received by the Company at its principal office on or prior to December ~~[•], 2020, and must be submitted in compliance with SEC Rule 14a‑8. Proposals should be addressed to:~~

~~Corporate Secretary~~

~~PDC Energy, Inc.~~

~~1775 Sherman Street, Suite 3000~~

~~Denver, Colorado, 80203~~

~~ADVANCE NOTICE PROCEDURES UNDER THE COMPANY’S BYLAWS~~

Any proposal or nomination for Director that a stockholder wishes to propose for consideration at the 2021 annual meeting of stockholders, but does not seek to include in our proxy statement under applicable SEC rules, must be submitted in accordance with Section 2.9(A)(2) of the Company’s Bylaws, which provides that no business may be brought before an annual meeting of stockholders unless it is specified in the notice of the meeting or is otherwise brought before the meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered advance notice to the Company. The notice must contain certain information specified in the Bylaws and be delivered to the Corporate Secretary at the address set forth above not less than 80 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. In the case of the 2021 annual meeting, the notice must be delivered between February 25, 2021 and March 7, 2021. However, the Bylaws also provide that if the meeting is held more than 30 days before the anniversary of the prior year’s annual meeting or 60 days after such anniversary, notice can generally be given not later than the tenth day following the day on which public announcement of the date of the annual meeting is first made by the Company.

~~Pursuant to SEC Rule 14a‑4(c)(1), if our Corporate Secretary receives any stockholder proposal at the address listed above that is not timely under our Bylaws or after March~~ ~~[•], 2021 if the Bylaws deadline does not apply, the proxies designated by the Board will have discretionary authority to vote on such proposal.~~

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INFORMATION ABOUT VOTING AND THE MEETING

~~Who May Vote~~

Stockholders of PDC, as recorded in the Company’s stock register on the record date of March 31, 2020, may vote at the Annual Meeting. The outstanding voting securities of the Company as of March 31, 2020 consisted of ~~[•]~~ ~~shares of common stock. Each share of common stock is entitled to one vote on each matter considered at the Annual Meeting.~~

~~How Proxies Work~~

The Board is asking for your proxy. Giving the Board your proxy means that you authorize our representatives to vote your shares at the Annual Meeting in the manner you direct. We will vote your shares as you specify. You may vote for, or withhold your vote from, any of the Director nominees. You may also vote for or against the other proposals, or abstain from voting. If your shares are held in your name with our transfer agent (which is sometimes referred to as being a “stockholder of record”), you can vote by completing, signing and dating your proxy card and returning it in the enclosed envelope. If you provide a signed proxy card but do not specify how to vote, your shares will be voted (1) in favor of amending the Company’s Certificate of Incorporation to declassify the Board and to provide for the immediate annual election of directors; (2) if Proposal No. 1 to declassify the Board is approved, in favor of approval of each of the eight Director nominees named in this Proxy Statement; (3) if Proposal No. 1 to declassify the Board is not approved, in favor of approval of the Class I Director nominees named in this Proxy Statement; (4) to approve, on an advisory basis, the compensation of the Company’s NEOs; (5) in favor of the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (6) to approve an amendment to the Company’s 2018 Equity Incentive Plan to increase the maximum number of shares of common stock of the Company that may be issued pursuant to awards under the 2018 Equity Incentive Plan. If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted in accordance with the discretion of the holders of the proxy.

If you hold shares through a broker, bank or other nominee, you will receive material from that firm asking how you want to vote and instructing you of the procedures to follow in order for you to vote your shares. If the nominee does not receive voting instructions from you, it may vote only on proposals that are considered “routine” matters under applicable rules. A nominee’s inability to vote on some proposals because it lacks discretionary authority to do so is commonly referred to as a “broker non‑vote.” The effect of broker non‑votes, if any, may be different for each of the various proposals to be voted upon at the Annual Meeting. For a description of the effect of broker non‑votes on each proposal, see “Votes Needed” below.

~~Notice and Access~~

We distribute our proxy materials to certain stockholders via the Internet under the “Notice and Access” approach permitted by rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or before April [•], 2020, we mailed a Notice of Internet Availability of Proxy Materials to participating stockholders, containing instructions on how to access the proxy materials on the Internet to vote your shares over the Internet or by telephone. You will not receive a printed copy of the proxy materials unless you request them. If you would like to receive a printed copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, then you should follow the instructions for obtaining a printed copy of our proxy materials contained in the Notice of Internet Availability of Proxy Materials.

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~~Voting 401(k) and Profit Sharing Plan Shares~~

If you are a participant in PDC’s 401(k) and Profit Sharing Plan and have shares of PDC common stock credited to your plan account as of the record date, you have the right to direct the plan trustee how to vote those shares. The trustee will vote the shares in your plan account in accordance with your instructions. Your vote may not be counted if your proxy card is not received by May 21, 2020. You cannot vote such shares at the Annual Meeting or change your vote.

~~Revoking a Proxy~~

WHO MAY VOTE

Stockholders of PDC, as recorded in the Company’s stock register on the record date of March 30, 2021, may vote at the Annual Meeting. The outstanding voting securities of the Company as of March 30, 2021 consisted of 99,373,297 shares of common stock. Each share of common stock is entitled to one vote on each matter considered at the Annual Meeting.

HOW PROXIES WORK

If you hold shares through a broker, bank or other nominee, you will receive material from that firm asking how you want to vote and instructing you of the procedures to follow in order for you to vote your shares. If the nominee does not receive voting instructions from you, it may vote only on proposals that are considered “routine” matters under applicable rules. A nominee’s inability to vote on some proposals because it lacks discretionary authority to do so is commonly referred to as a “broker non-vote.” The effect of broker non-votes, if any, may be different for each of the various proposals to be voted upon at the Annual Meeting. For a description of the effect of broker non-votes on each proposal, see “Votes Needed” below.

NOTICE AND ACCESS

We distribute our proxy materials to certain stockholders via the Internet under the “Notice and Access” approach permitted by rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or before April 14, 2021, we mailed a Notice of Internet Availability of Proxy Materials to participating stockholders, containing instructions on how to access the proxy materials on the Internet to vote your shares over the Internet or by telephone. You will not receive a printed copy of the proxy materials unless you request them. If you would like to receive a printed copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, then you should follow the instructions for obtaining a printed copy of our proxy materials contained in the Notice of Internet Availability of Proxy Materials.

REVOKING A PROXY

If you are a stockholder of record, you may revoke your initial proxy vote before it is voted at the Annual Meeting by:

●

Submitting a new signed proxy card with a later date;

●

Notifying PDC’s Corporate Secretary in writing before the meeting that you wish ~~to revoke your proxy card; or~~

Appearing at the Annual Meeting, notifying the inspector of the election that you wish to revoke your proxy card, and voting in person at the Annual Meeting. Merely attending the Annual Meeting will not result in the revocation of your proxy card.

~~If you hold your shares through a broker, bank or other nominee, you must follow their instructions~~ to revoke your ~~initial~~ proxy ~~vote~~card; or ~~to otherwise vote at the Annual Meeting.~~

60	~~Quorum~~PDCENERGY 2021 PROXY ~~In order to carry on the business of the Annual Meeting, there must be a quorum. This means that at least a majority of the outstanding shares eligible to vote must be represented~~

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●

Appearing virtually at the Annual Meeting and voting virtually at the Annual Meeting. Merely attending the Annual Meeting will not result in the revocation of your proxy card.

If you hold your shares through a broker, bank or other nominee, you must follow their instructions to revoke your initial proxy vote or to otherwise vote at the Annual Meeting.

QUORUM

In order to carry on the business of the Annual Meeting, there must be a quorum. This means that at least a majority of the outstanding shares eligible to vote must be represented at the Annual Meeting, either by proxy or in person. Treasury shares, which are shares owned by PDC itself, are not voted and do not count for this purpose. Abstentions and broker non-votes will count for quorum purposes.

VOTES NEEDED

The following table presents the voting requirements for electing the Director nominees and for approving the other proposals presented in this Proxy Statement.

PROPOSAL

VOTE REQUIRED TO ELECT OR APPROVE

Proposal No. 1

Election of Seven Directors

The seven Director nominees who receive the greatest number of votes will be elected Director for a one-year term ending in 2022. There is no cumulative voting for Directors. “Withhold” votes and broker ~~non‑votes will count for quorum purposes.~~

~~Votes Needed~~

~~The following table presents the voting requirements for electing the Director nominees and for approving the other proposals presented in this Proxy Statement.~~

~~PROPOSAL~~	~~VOTE REQUIRED TO ELECT OR APPROVE~~
~~Proposal No. 1~~
~~Amend the Certificate of Incorporation to Declassify the Board and Provide for the Immediate Annual Election of Directors.~~	~~The affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company. Abstentions and broker~~ non-votes ~~will not be counted and will have the same effect as a vote against Proposal No. 1.~~
~~Proposal No. 2~~
~~Election of Eight Directors, If Proposal No. 1 is Approved.~~	If Proposal No. 1 to declassify the Board is approved, the eight Director nominees who receive the greatest number of votes will be elected Director for a one‑year term ending in 2021. There is no cumulative voting for Directors. “Withhold” votes and broker non‑votes will have no effect on the election of Directors.

Proposal No. 2

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~~PROPOSAL~~	~~VOTE REQUIRED TO ELECT OR APPROVE~~
~~Proposal No. 3~~
~~Election of Two Class I Directors, If Proposal No. 1 is Not Approved.~~	If Proposal No. 1 to declassify the Board is not approved, the two Class I Director nominees who receive the greatest number of votes will be elected Director for a three‑year term ending in 2023. There is no cumulative voting for Directors. “Withhold” votes and broker non‑votes will have no effect on the election of Directors.
~~Proposal No. 4~~
Approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.	The affirmative vote of a majority of shares present or represented at the Annual Meeting is required for approval. Abstentions will be counted as votes against Proposal No. 4. Broker non‑votes will have no effect on the vote on Proposal No. 4.
~~Proposal No. 5~~
~~Ratify the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.~~	The affirmative vote of a majority of shares present or represented at the Annual Meeting is required for ratification. Abstentions will be counted as votes against Proposal No. 5. Broker non-votes will have no effect on the vote on Proposal No. 5.

~~Proposal No. 6~~
~~Approve an Amendment to the 2018 Equity Incentive Plan~~	The affirmative vote of a majority of shares present or represented at the Annual Meeting is required for approval. Abstentions will be counted as votes against Proposal No. 6. Broker non-votes will have no effect on the vote on Proposal No. 6.

~~Attending in Person~~

Only stockholders or their proxy holders, and PDC guests, may attend the Annual Meeting. For safety and security reasons, no cameras, audio or video recording equipment, large bags, briefcases, packages or other items deemed unnecessary in PDC’s discretion will be permitted at the Annual Meeting. In addition, each stockholder, proxy holder, and PDC guest may be asked to present valid, government‑issued picture identification, such as a driver’s license, before being admitted to the Annual Meeting.

If your shares are held in the name of your broker, bank, or other nominee, you must bring to the Annual Meeting an account statement or letter from the nominee indicating that you beneficially owned the shares on March 31, 2020, the record date for receiving notice of, attending, and voting at the Annual Meeting.

~~Conduct of the Meeting~~

The Chairman and the Chief Executive Officer have broad authority to conduct the Annual Meeting in an orderly and timely manner. This authority includes establishing rules for stockholders who wish to speak at the Annual Meeting. The Chairman and the Chief Executive Officer may also exercise broad discretion in recognizing stockholders who wish to speak. In light of the need to conclude the Annual Meeting within a reasonable period of time, there can be no assurance that every stockholder who wishes to speak will be able to do so. The Chairman and the Chief Executive Officer may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting is conducted in a manner that is fair to all stockholders.

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~~Solicitation of Proxies~~

The Company will bear all costs related to the solicitation of proxies. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable and appropriate expenses incurred by them in sending the proxy materials to the beneficial owners of the Company’s common stock. In addition to solicitations by mail, Directors, officers and employees of the Company may solicit proxies by telephone and, to the extent necessary, other electronic communication and personal interviews, without additional compensation.

~~Appraisal Rights~~

No action is proposed at the Annual Meeting for which the laws of the State of Delaware or our Bylaws provide a right of our stockholders to dissent and obtain appraisal of or payment for such stockholders’ common stock.

~~Contact Information~~

~~If you have questions or need more information about the Annual Meeting, or if you wish to submit a question or question to be asked at the Annual Meeting, you may write to or call:~~

~~Corporate Secretary~~

~~PDC Energy, Inc.~~

~~1775 Sherman Street, Suite 3000~~

~~Denver, CO 80203~~

~~(303) 860‑5800~~

~~corpsecretary@pdce.com~~

~~For information about shares registered in your name, call PDC at (800) 624‑3821. You are also invited to visit PDC’s website at~~ ~~www.pdce.com. The Company’s website materials are not incorporated by reference into this Proxy Statement.~~

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~~HOUSEHOLDING INFORMATION~~

The SEC permits companies and intermediaries (such as brokers and banks) to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report to those stockholders. This process, which is commonly referred to as “householding,” is intended to reduce the volume of duplicate information stockholders receive and reduce expenses for companies. Both the Company and some of our intermediaries may be householding our proxy materials and annual report. Once you have received notice from your broker or another intermediary that they will be householding materials sent to your address, householding will continue until you are notified otherwise or until you revoke your consent. Should you wish to receive separate copies of our annual report and proxy statement in the future, we will promptly deliver a separate copy of each of these documents to you if you send a written or oral request to us at our phone number or address appearing on the cover of this Proxy Statement, to the attention of the Corporate Secretary. If you hold your shares through an intermediary that is householding and you want to receive separate copies of our annual report and proxy statement in the future, you should contact your bank, broker or other nominee record holder.

~~By Order of the Board of Directors,~~

~~Barton R. Brookman~~

~~President and Chief Executive Officer~~

~~Dated: April~~ ~~[•], 2020~~

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY PERSON WHO IS A RECORD OR BENEFICIAL HOLDER OF COMMON STOCK OF THE COMPANY, ON WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10‑K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, WHICH THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. COPIES MAY BE OBTAINED FREE OF CHARGE BY WRITING TO INVESTOR RELATIONS, PDC ENERGY, INC., 1775 SHERMAN STREET, SUITE 3000, DENVER, COLORADO 80203.

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~~APPENDIX A~~

~~Non-GAAP Financial Measures~~

The following three tables provide reconciliations of debt, adjusted cash flows from operations per share, and adjusted EBITDAX to their most comparable U.S. GAAP measures (in millions, except per share data):

~~ADJUSTED CASH FLOWS FROM OPERATIONS~~

Twelve Months

Ended

December 31,


2019

2018
Adjusted cash flows from operations:




Net cash from operating activities

$
858.2

$
889.3
Changes in assets and liabilities

(32.8)

(80.9)
Adjusted cash flows from operations

$
825.4

$
808.4
Adjusted cash flows from operations, per share

$
12.90

$
12.19
Capital expenditure for development of crude oil and natural gas properties

(855.9)

(946.4)
Change in accounts payable related to capital expenditures

68.2

(36.3)
Free cash flow (deficit)

$
37.70

$
(174.30)

~~ADJUSTED EBITDAX~~

Twelve Months

Ended

December 31,


2019

2018
Net loss to adjusted EBITDAX:




Net Income (loss)

$
(56.7)

$
2.0
Loss on commodity derivative instruments

162.8

(145.2)
Net settlements on commodity derivative instruments

(17.6)

(115.5)
Non‑cash stock‑based compensation

23.8

21.8
Interest expense, net

71.1

70.3
Income tax benefit

(3.3)

5.4
Impairment of properties and equipment

38.5

458.4
Impairment of goodwill

—

—
Exploration, geologic, and geophysical expense

4.1

6.2
Depreciation, depletion, and amortization

644.2

559.8
Accretion of asset retirement obligations

6.1

5.1
Loss on extinguishment of debt

—

—
Gain on sale of properties and equipment

9.7

0.4
Adjusted EBITDAX

$
882.7

$
868.7

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Twelve Months

Ended

December 31,


2019

2018
Cash from operating activities to adjusted EBITDAX:




Net cash from operating activities

$
858.2

$
889.3
Interest expense, net

71.1

70.3
Amortization of debt discount and issuance costs

(13.6)

(12.8)
Exploration, geologic, and geophysical expense

4.1

6.2
Exploratory dry hole expense

—

(0.1)
Other

(4.3)

(3.3)
Changes in assets and liabilities

(32.8)

(80.9)
Adjusted EBITDAX

$
882.7

$
868.7

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~~APPENDIX B~~

~~CERTIFICATE OF AMENDMENT~~

~~OF CERTIFICATE OF INCORPORATION~~

~~OF PDC ENERGY, INC.~~

~~PDC Energy, Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:~~

~~FIRST: That at a meeting of the Board of Directors (the “Board~~”) of the Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

~~RESOLVED, that the Certificate of Incorporation of the Company be amended by changing the Article thereof numbered FIFTH so that, as amended, said Article shall be and read as follows:~~

The business and affairs of the Corporation shall be managed by or under the direction of the Board. Other than directors who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation, all directors shall be elected annually, and at each annual meeting of stockholders, directors shall be elected for a term of office to expire at the next annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. Subject to the rights of the holders of any series of Preferred Stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause may be filled by the affirmative vote of a majority of shares present or represented at the ~~total number~~Annual Meeting is required for approval. Abstentions will be counted as votes against Proposal No. 2. Broker non-votes will have no effect on the vote on Proposal No. 2.

Proposal No. 3

Ratify the appointment of ~~directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in~~PwC as the ~~number of directors shall hold office~~Company’s independent registered public accounting firm for the ~~remaining term of his or her predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.~~fiscal year ending December 31, 2021.

The number of directors on the Board shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board but shall in no event be fewer than three (3) or more than nine (9), subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by written ballot.

~~SECOND~~: That thereafter, pursuant to the resolution of the Board, an annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

~~THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.~~

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~~IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this [__] day of [_____], 2020.~~


~~By:~~
	~~Authorized Officer~~
~~Title:~~
~~Name:~~
		~~Print or Type~~

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~~APPENDIX C~~

~~CERTIFICATE OF INCORPORATION~~

~~PDC ENERGY, INC.~~

~~As amended by the Board on May 26, 2020~~

~~PDC Energy, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:~~

~~FIRST: The name of the Corporation is PDC Energy, Inc.~~

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 in New Castle County, Delaware. The name of its registered agent at such address is Corporation Service Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it currently exists or may hereafter be amended.

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is 200,000,000 shares of stock, classified as (i) 50,000,000 shares of preferred stock, par value $0.01 per share (“~~Preferred Stock”), and (ii) 150,000,000 shares of common stock, par value $0.01 per share (“Common Stock”).~~

~~The designations and the powers, preferences, rights, qualifications, limitations and restrictions of Preferred Stock and Common Stock are as follows:~~

~~1. Provisions Relating to Preferred Stock.~~

(a) Preferred Stock may be issued from time to time in one or more classes or series, the shares of each series to have such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (the “~~Board”) as hereafter prescribed (a “Preferred Stock Designation”).~~

(b) Authority is hereby expressly granted to and vested in the Board to authorize the issuance of Preferred Stock from time to time in one or more classes or series, and with respect to each series of Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted by the Board providing for the issuance thereof the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to each series of Preferred Stock, including, but not limited to, the following:

(i) whether or not the series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;

~~(ii) the number of shares to constitute the series and the designations thereof;~~

~~(iii) the preferences, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any series;~~

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(iv) whether or not the shares of any series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

(v) whether or not the shares of a series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

(vi) the dividend rate, whether dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

(vii) the preferences, if any, and the amounts thereof which the holders of any series thereof shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation;

(viii) whether or not the shares of any series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock, securities or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

~~(ix) such other powers, preferences, rights, qualifications, limitations and restrictions with respect to any series as may to the Board seem advisable.~~

~~(c) The shares of each series of Preferred Stock may vary from the shares of any other series thereof in any or all of the foregoing respects.~~

~~2. Provisions Relating to Common Stock.~~

~~(a) Common Stock shall be subject to the express terms of Preferred Stock and any series~~ ~~thereof~~. Except as may otherwise be provided in this Certificate of Incorporation, in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law on all matters put to a vote of the stockholders of the Corporation.

(b) Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

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(c) Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive ratably in proportion to the number of shares of Common Stock held by them such dividends and distributions (payable in cash, stock or otherwise), if any, as may be declared thereon by the Board at any time and from time to time out of any funds of the Corporation legally available therefor.

(d) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them. A liquidation, dissolution or winding-up of the Corporation, as such terms are used in this paragraph (d), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

(e) The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either Common Stock or Preferred Stock voting separately as a class shall be required therefor.

~~FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board.~~ ~~The directors, o~~O~~ther than~~ ~~directors~~ ~~those~~ ~~who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation,~~ shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of one class, the members of which shall be designated as the Class III Directors, to expire at the 2016 annual meeting, the initial term of office of the second class to expire at the 2017 annual meeting (the “Class I Directors”), and the initial term of office of the third class to expire at the 2018 annual meeting (the “Class II Directors”),~~all directors shall be elected annually, and at each annual meeting of stockholders, directors shall be elected for a term of office to expire at the next annual meeting of stockholders,~~ ~~with each director to hold office until his or her successor shall have been duly elected and qualified.~~ At each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective. Subject to the rights of the holders of any series of Preferred Stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause may be filled by the affirmative vote of a majority of shares present or represented at the total number of directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold officeAnnual Meeting is required for ~~the remaining term of his predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.~~

~~The number of directors~~ratification. Abstentions will be counted as votes against Proposal No. 3. Broker non-votes will have no effect on the Board shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board but shall in no event be fewer than three (3) or more than nine (9), subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by written ballot.

~~SIXTH: Any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting and without a~~ vote ~~of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock~~on Proposal No. 3.


	PDC ENERGY ~~2020 PROXY~~ 89 ~~Table of Contents~~ ~~PDC ENERGY INC. - PROXY STATEMENT~~ ~~having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.~~ SEVENTH: Special meetings of stockholders of the Corporation may be called by the Chief Executive Officer, the Chairman of the Board, the Board pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies, or, to the extent so provided in the bylaws of the Corporation, holders of not less than 10% in voting power of the then-outstanding shares of stock entitled to vote in an election of directors. EIGHTH: In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend or repeal the bylaws of the Corporation without any action on the part of the stockholders of the Corporation; ~~provided, however,~~ that the provisions of this Article Eighth notwithstanding, the bylaws of the Corporation shall not be adopted, altered, amended or repealed by the stockholders of the Corporation except by the vote of holders of not less than 50% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class. No bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken. NINTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director. Any amendment, repeal or modification of this Article Ninth shall be prospective only and shall not affect any limitation on liability of a director for acts or omissions occurring prior to the date of such amendment, repeal or modification. TENTH: The Corporation shall have the right, subject to any express provisions or restrictions contained in this Certificate of Incorporation or bylaws of the Corporation, from time to time, to amend this Certificate of Incorporation or any provision hereof in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by this Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation. ELEVENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the bylaws of the Corporation (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine, shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). ~~[Remainder of Page Intentionally Left Blank]~~ 90~~PDCENERGY~~ ~~2020~~2021 PROXY	61

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ATTENDING THE VIRTUAL MEETING & VOTING

Stockholders of record as of March 30, 2021 will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/PDCE2021. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

The Annual Meeting will begin promptly at 8:00 a.m. Mountain Time on Wednesday, May 26, 2021. Online check-in will begin at 7:45 a.m. Mountain Time, and you should allow approximately 15 minutes for the online check-in procedures.

Whether or not you plan to virtually attend the Annual Meeting and regardless of the number of shares that you own, please cast your vote, at your earliest convenience, as instructed in the proxy card. Your vote is very important. Your vote before the Annual Meeting will ensure representation of your shares at the Annual Meeting even if you are unable to virtually attend. You may submit your vote by the Internet, telephone, mail by voting virtually in the meeting. Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs. We encourage all holders of record to vote in accordance with the instructions on the proxy card and/or voting instruction form prior to the Annual Meeting even if they plan on virtually attending the meeting. Submitting a vote before the Annual Meeting will not preclude you from voting your shares at the meeting should you decide to virtually attend.

CONDUCT OF THE MEETING

The Chairman and the Chief Executive Officer have broad authority to conduct the Annual Meeting in an orderly and timely manner. This authority includes establishing rules for stockholders who wish to speak at the Annual Meeting. The Chairman and the Chief Executive Officer may also exercise broad discretion in recognizing stockholders who wish to speak. In light of the need to conclude the Annual Meeting within a reasonable period of time, there can be no assurance that every question submitted by a stockholder prior to the Annual Meeting will be answered at the Annual Meeting.

SOLICITATION OF PROXIES

APPRAISAL RIGHTS

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~~PDC ENERGY INC. - PROXY STATEMENT~~

~~IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation as of this 5~~th ~~day of June, 2015.~~

62
	~~PDC ENERGY, INC.~~

	~~By:~~
	~~Name:~~	~~Daniel W. Amidon~~
	~~Title:~~	~~Incorporator~~

	~~Address:~~	~~1775 Sherman St. Suite 3000~~
		~~Denver, CO 80203~~

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CONTACT INFORMATION

If you need more information about the Annual Meeting, or if you wish to submit a question to be answered at the Annual Meeting, you may write to or call prior to the meeting:

Corporate Secretary

PDC Energy, Inc.

1775 Sherman Street, Suite 3000

Denver, CO 80203

(303) 860-5800

corpsecretary@pdce.com

For information about shares registered in your name, call PDC at (800) 624-3821. You are also invited to visit PDC’s website at www.pdce.com. The Company’s website materials are not incorporated by reference into this Proxy Statement.

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~~PDC ENERGY INC. - PROXY STATEMENT~~

~~APPENDIX D~~

~~PDC ENERGY, INC.~~

~~2018 EQUITY INCENTIVE PLAN~~

~~Amendment No. 1~~

~~THIS AMENDMENT No. 1 to the PDC Energy, Inc. 2018 Equity Incentive Plan (the “Plan”) is adopted as of March 24, 2020.~~

~~WHEREAS, the Board of Directors (the “Board”) of PDC Energy, Inc. (the “Company”) has the general authority to amend the Plan pursuant to Section 10.5 of the Plan; and~~

WHEREAS, the Board desires to amend the Plan to increase the number of shares of Company common stock available for issuance under the Plan from 1,800,000 to 7,050,000 shares, subject to and effective upon approval of this Amendment No. 1 by the Company’s stockholders.

~~NOW THEREFORE, the Board hereby amends the Plan as follows:~~

1. ~~Increase in Share Reserve. Subject to and effective upon approval of this Amendment No. 1 by the Company’s stockholders, Section 4.2 of the Plan is hereby deleted in its entirety and replaced with the following:~~

“~~4.2. Share Limit.~~ ~~The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under the Plan (the “Share Limit”) may not exceed 7,050,000 shares of Common Stock. The foregoing Share Limit is subject to adjustment as contemplated by Section 8.1 and Section 10.9.”~~

2. ~~Effect on Plan. The Plan shall remain unchanged and in full force and effect except as otherwise set forth in this Amendment No. 1.~~

~~IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment No. 1 to the Plan as of the date first indicated above.~~


	~~PDC ENERGY, INC.~~
	~~A Delaware corporation~~



	~~Name:~~
	~~Title:~~		~~Sr. Vice President and General Counsel~~

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~~APPENDIX E~~

~~PDC ENERGY, INC.~~
~~2018 EQUITY INCENTIVE PLAN~~

~~Adopted by the Board on March 30, 2018~~
~~Approved by the Company’s stockholders on May 30, 2018~~

~~Conformed Copy Incorporating the Amendment adopted by the Board on March 23, 2020~~

~~1. ESTABLISHMENT AND PURPOSE OF PLAN~~

~~PDC Energy, Inc., a Delaware corporation (the “Company”), hereby establishes the PDC Energy, Inc. 2018 Equity Incentive Plan (the “Plan~~”) as set forth in this document. The purpose of the Plan is to promote the success of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees, non-employee directors, and other eligible persons through the grant of equity and cash Awards that align the interests of Plan Participants with the interests of the Company’s stockholders.

~~2. DEFINITIONS~~

~~2.1~~ ~~Defined Terms. Whenever used in the Plan, the following capitalized terms shall have the meanings set forth below:~~

~~(a) “Administrator~~” shall mean the Board or one or more committees appointed by the Board (or appointed by another committee within that committee’s delegated authority) to administer all or certain aspects of this Plan, as set forth in Section 3 hereof.

~~(b) “Affiliate” shall have the meaning ascribed to such term in Rule 12b‑2 of the General Rules and Regulations of the Exchange Act.~~

~~(c) “Award” shall mean a grant under the Plan of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Stock Unit, cash Award, or Other Stock-Based Award.~~

~~(d) “Award Agreement” shall mean a written or electronic Award agreement evidencing the grant of an Award under the Plan and containing the terms and conditions of such Award, as determined by the Administrator.~~

~~(e) “Board” shall mean the board of directors of the Company.~~

~~(f) “Cause~~” shall have the meaning set forth in the applicable Award Agreement, or if not defined therein, shall, in the case of an employee, have the meaning assigned to such term in any individual employment agreement between the Company or its Subsidiaries and the Participant, or if none, in the Company severance plan (if any) covering the Participant.

~~(g) “Change in Control” shall mean the first day that any one or more of the following conditions shall have been satisfied:~~

1. the “beneficial ownership” of securities as defined in Rule 13d‑3 under the Exchange Act representing more than thirty-three percent (33%) of the combined voting power of the Company is acquired by any “person” as defined in Section 3(a)(9) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or

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~~indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company); or~~

2. the consummation of the transactions contemplated by a definitive agreement to merge or consolidate the Company with or into another corporation or to sell or otherwise dispose of all or substantially all of its assets, unless the stockholders of the Company immediately prior to such transaction own, directly or indirectly, at least 50% of the voting power of the resulting or purchasing entity in such transaction in substantially the same proportions as their ownership of the Company immediately prior to such transaction; or

~~3. the approval by the stockholders of a plan of liquidation; or~~

4. during any period of three consecutive years, individuals who at the beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof (unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period or whose election or nomination was previously so approved).

~~(h) “Code” shall mean the Internal Revenue Code of 1986, as amended.~~

~~(i) “Common Stock~~” shall mean the common stock of the Company, par value $0.01 per share, and such other securities or property as may become the subject of Awards under this Plan pursuant to an adjustment made under Section 8.1.

~~(j) “Company” shall mean PDC Energy, Inc., a Delaware corporation.~~

~~(k) “Disability~~” shall mean the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

~~(l) “Effective Date” shall mean the date on which this Plan is approved by the stockholders of the Company.~~

~~(m) “Eligible Person” shall have the meaning set forth in Section 5 hereof.~~

~~(n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.~~

~~(o) “Fair Market Value~~” shall mean (i) the closing sales price per share of Common Stock on the U.S. national securities exchange or over-the-counter market on which the Common Stock is principally traded on the date on which Fair Market Value is being determined or (ii) if the shares of Common Stock are not then listed on any national securities exchange or traded in an over-the-counter market or the value of such shares is not otherwise determinable, such value as reasonably determined by the Administrator in good faith and, to the extent necessary, in accordance with the requirements of Section 409A of the Code.

~~(p) “Incentive Stock Option” or “ISO” shall mean an incentive stock option within the meaning of Section 422 of the Code.”~~

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~~(q) “Non-Qualified Stock Option” or “NSO” means an Option other than an Incentive Stock Option.~~

~~(r) “Option” shall mean a compensatory stock option granted pursuant to Section 6.1.1.~~

~~(s) “Other-Stock Based Award” shall mean a stock-based Award issued pursuant to Section 6.1.7.~~

~~(t) “Participant” shall mean any Eligible Person that has been issued an Award under the Plan.~~

~~(u) “Performance Stock Unit” or “PSU” shall mean a performance stock unit Award issued pursuant to Section 6.1.5.~~

~~(v) “Plan” shall have the meaning set forth in Section 1 hereof.~~

~~(w) “Restricted Stock” shall mean shares of forfeitable Common Stock issued pursuant to Section 6.1.3.~~

~~(x) “Restricted Stock Unit” or “RSU” shall mean a restricted stock unit issued pursuant to Section 6.1.4.~~

~~(y) “Section 409A” shall mean section 409A of the Code and related Treasury regulations and pronouncements.~~

~~(z) “Securities Act” shall mean the Securities Act of 1933, as amended.~~

~~(aa) “Share Limit” shall have the meaning set forth in Section 4.2.~~

~~(bb) “Stock Appreciation Right” or “SAR” shall mean a stock appreciation right granted pursuant to Section 6.1.2.~~

~~(cc) “Subsidiary” shall mean any corporation or other entity controlled by the Company directly or indirectly though one or more intermediaries.~~

~~2.2~~ ~~Construction. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.~~

~~3. PLAN ADMINISTRATION~~

~~3.1~~ ~~Plan Administrator~~. This Plan shall be administered by and all Awards under this Plan shall be authorized by the Administrator. Any committee appointed by the Board to act as the Administrator shall be comprised solely of one or more directors or such other number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by applicable law, to one or more officers of the Company, its powers under this Plan (a) to determine the Eligible Persons who will receive grants of Awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such Awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the bylaws of the Company or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the affirmative vote of a majority of the

HOUSEHOLDING INFORMATION

By Order of the Board of Directors,

Barton R. Brookman

President and Chief Executive Officer

Dated: April 14, 2021

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY PERSON WHO IS A RECORD OR BENEFICIAL HOLDER OF COMMON STOCK OF THE COMPANY, ON WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, WHICH THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. COPIES MAY BE OBTAINED FREE OF CHARGE BY WRITING TO INVESTOR RELATIONS, PDC ENERGY, INC., 1775 SHERMAN STREET, SUITE 3000, DENVER, COLORADO 80203.

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APPENDIX A

NON-GAAP FINANCIAL MEASURES

ADJUSTED CASH FLOWS FROM OPERATIONS


	Twelve Months
	Ended
	December 31,
	2020		2019
Adjusted free cash flows:
Net cash from operating activities	$	870.1	$	858.2
Changes in assets and liabilities		51.5		(32.8)
Capital expenditures for development of crude oil and natural gas properties		(551.0)		(855.9)
Change in accounts payable related to capital expenditures for oil and gas development activities		28.7		68.2
Adjusted free cash flow	$	399.3	$	37.7

Adjusted cash flows from operations:
Net cash from operating activities	$	870.1		858.2
Changes in assets and liabilities		51.5		(32.8)
Adjusted cash flows from operations	$	921.6	$	825.4
Adjusted cash flows from operations, per share	$	9.38	$	12.89

ADJUSTED EBITDAX


	Twelve Months
	Ended
	December 31,
	2020		2019
Net loss to adjusted EBITDAX:
Net loss	$	(724.3)	$	(56.7)
Loss (gain) on commodity derivative instruments		(180.3)		162.8
Net settlements on commodity derivative instruments		279.3		(17.6)
Non‑cash stock‑based compensation		22.2		23.8
Interest expense, net		88.7		71.1
Income tax benefit		(7.9)		(3.3)
Impairment of properties and equipment		882.4		38.5
Exploration, geologic, and geophysical expense		1.4		4.1
Depreciation, depletion, and amortization		619.7		644.2
Accretion of asset retirement obligations		10.1		6.1
Loss (gain) on sale of properties and equipment		-0.7		9.7
Adjusted EBITDAX	$	990.6	$	882.7

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~~members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute due authorization of an action by the acting Administrator.~~

Award grants, and transactions in or involving Awards, intended to be exempt under Rule 16b‑3 under the Exchange Act, must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b‑3 promulgated under the Exchange Act). To the extent required by any applicable stock exchange, this Plan shall be administered by a committee composed entirely of independent directors (as defined by the rules of the applicable stock exchange). Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of the Company and shall be administered exclusively by the Board or a committee consisting solely of independent directors.

~~3.2~~ ~~Powers of the Administrator~~. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of Awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

~~(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards under this Plan;~~

(b) grant Awards to Eligible Persons, determine the price at which securities will be offered or Awarded and the number of securities to be offered or Awarded to any of such persons, determine the other specific terms and conditions of such Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such Awards;

~~(c) approve the forms of Award agreements (which need not be identical either as to type of Award or among Participants);~~

(d) construe and interpret this Plan and any Award Agreements defining the rights and obligations of the Company, its Subsidiaries, and Participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the Awards granted under this Plan;

(e) cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards, subject to any required consent under Section 10.5.5;

(f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding Awards (in the case of Options or Stock Appreciation Rights, within the maximum ten-year term of such Awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 10.5.5;

(g) adjust the number of shares of Common Stock subject to any Award, adjust the price of any or all outstanding Awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with applicable stock exchange requirements, Sections 4 and 10.5.5, and provided that in no case (except due to an adjustment contemplated by Section 8) shall the terms of any outstanding Awards be amended (by amendment, cancellation and regrant, or other means) to reduce the per share exercise or base price of any outstanding Option or Stock Appreciation Right or other Award

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granted under this Plan, or be exchanged for cash, other Awards or Option or Stock Appreciation Rights with an exercise price that is less than the per share exercise price of the original Option or Stock Appreciation Rights, without stockholder approval, and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional taxes or interest under Section 409A of the Code;

(h) determine the date of grant of an Award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an Award shall be the date upon which the Administrator took the action granting an Award);

(i) determine whether, and the extent to which, adjustments are required pursuant to Section 8 hereof and authorize the termination, conversion, substitution, acceleration or succession of Awards upon the occurrence of an event of the type described in Section 8;

~~(j) acquire or settle rights under Awards in cash, stock of equivalent value, or other consideration, subject to the provision of the Plan; and~~

~~(k) determine the Fair Market Value of the Common Stock or Awards under this Plan from time to time and/or the manner in which such value will be determined.~~

~~3.3~~ ~~Binding Determinations.~~ Any action taken by, or inaction of, the Company, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any Award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, legal fees) arising or resulting therefrom to the fullest extent permitted by law. The foregoing right of indemnification shall be in addition to any right of indemnification set forth in the Company’s certificate of incorporation and bylaws, as the same may be amended from time to time, or under any directors and officers liability insurance coverage or written indemnification agreement with the Company that may be in effect from time to time.

~~3.4~~ ~~Reliance on Experts.~~ In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including professional advisors to the Company. The Administrator shall not be liable for any such action or determination taken or made or omitted in good faith based upon such advice.

~~3.5~~ ~~Delegation of Non-Discretionary Functions.~~ In addition to the ability to delegate certain grant authority to officers of the Company as set forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or any of its Subsidiaries or to third parties.

~~4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT~~

~~4.1~~ ~~Shares Available.~~ Subject to the provisions of Section 8.1, the capital stock available for issuance under this Plan shall be shares of the Company’s authorized but unissued Common Stock or previously issued Common Stock that has been reacquired by the Company.

~~4.2~~ ~~Share Limit.~~ ~~The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan (the “Share Limit”) may not exceed~~

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~~1,800,000~~ ~~7,050,000~~ ~~shares of Common Stock. The foregoing Share Limit is subject to adjustment as contemplated by Section 8.1 and Section 10.9.~~

~~4.3~~ ~~Awards Settled in Cash, Reissue of Awards and Shares.~~ The Administrator may adopt reasonable counting procedures to ensure appropriate counting and to avoid double counting (as, for example, in the case of tandem or substitute Awards) as it may deem necessary or desirable in its sole discretion. Shares shall be counted against those reserved to the extent such shares have been delivered and are no longer subject to a substantial risk of forfeiture. Accordingly, to the extent that an Award under the Plan, in whole or in part, is canceled, expired, forfeited, settled in cash, or otherwise terminated without delivery of shares to the Participant, the shares retained by or returned to the Company will not be deemed to have been delivered under the Plan and will be deemed to remain or to become available under this Plan. Notwithstanding the foregoing, shares that are withheld from such an Award or separately surrendered by the Participant in payment of the exercise price or taxes relating to such an Award, and the total number of shares subject to the exercised portion of a stock-settled SAR (regardless of the actual lesser of number shares delivered to the Participant), shall be deemed to have been issued hereunder and shall reduce the number of shares remaining available for issuance under the Plan.

~~4.4~~ ~~Reservation of Shares; No Fractional Shares.~~ The Company shall at all times reserve a number of shares of Common Stock sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to Awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Company has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of Awards under this Plan.

~~5. ELIGIBILITY~~

~~5.1~~ ~~Eligible Persons. The Administrator (as such term is defined in Section 3.1) may grant Awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person~~” is any person who is either: (a) an officer (whether or not a director) or employee of the Company or one of its Subsidiaries; (b) a non-employee director of the Company or one of its Subsidiaries; or (c) an individual consultant who renders bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; ~~provided, however,~~ that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S‑8 to register under the Securities Act, the offering and sale of shares issuable under this Plan by the Company, or the Company’s compliance with any other applicable laws.

~~5.2~~ ~~Participation~~. The Administrator shall, in its sole and absolute discretion, select from among the Eligible Employees those individuals who shall receive Awards and become Participants under the Plan. There is no right of any Eligible Person to receive an Award under the Plan, and the Administrator has absolute discretion to treat Eligible Employees differently from one another under the Plan. Receipt of an Award by a Participant shall not create the right to receive future Awards under the Plan, but a Participant who has been granted an Award may, if otherwise eligible, be granted additional Awards if the Administrator shall so determine.

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~~6. AWARDS~~

~~6.1~~ ~~Type and Form of Awards.~~ The Administrator shall determine the type or types of Award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its Subsidiaries. The types of Awards that may be granted under this Plan are:

~~6.1.1~~ ~~Stock Options.~~ ~~An Option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period at a fixed exercise price as determined by the Administrator.~~

~~(a)~~ ~~General Option Provisions~~. Options may only be granted to Eligible Persons for whom the Company would be deemed to be an “eligible issuer of service recipient stock,” as defined in Treasury Regulation 1.409A‑1(b)(5)(iii)(E). An Option may be intended to be an Incentive Stock Option or a Nonqualified Stock Option. The Award agreement for an Option will indicate if the Option is intended as an ISO; otherwise it will be deemed to be a Nonqualified Stock Option. The maximum term of each Option (ISO or NSO) shall be ten (10) years. The per share exercise price for each Option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the Option. Each Option shall become exercisable at such times and under such conditions and shall be subject to such other terms as may be determined by the Administrator in its discretion. When an Option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.

~~(b)~~ ~~Additional Rules Applicable to ISOs.~~ Notwithstanding the general option rules set forth in subsection (a), above, the following rules shall apply to options intended to qualify as ISOs. ISOs may only be granted to employees of the Company or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Company and ending with the subsidiary in question). To the extent that the aggregate Fair Market Value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a Participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Company or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. There shall be imposed in any Award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be an “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, unless the exercise price of such option is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted.


	Twelve Months
	Ended
	December 31,
	2020		2019
Cash from operating activities to adjusted EBITDAX:
Net cash from operating activities	$	870.1	$	858.2
Interest expense, net		88.7		71.1
Amortization of debt discount and issuance costs		(16.8)		(13.6)
Exploration, geologic, and geophysical expense		1.4		4.1
Other		(4.3)		(4.3)
Changes in assets and liabilities		51.5		(32.8)
Adjusted EBITDAX	$	990.6	$	882.7

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VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of ~~Contents~~

information. Vote by 11:59 P.M. Eastern Time on May 25, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/PDCE2021 PDC ENERGY, INC. C/0 BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P O BOX 1342 BRENTWOOD, NY 11717 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on May 25, 2021. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D51233-P51110 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY ~~STATEMENT~~

~~6.1.2~~ ~~Stock Appreciation Rights.~~ ~~A Stock Appreciation Right or “SAR” is an Award that entitles~~CARD IS VALID ONLY WHEN SIGNED AND DATED. PDC ENERGY, INC. For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the ~~Participant to receive, upon exercise~~number(s) of the SAR, a payment in cash and/or Common Stock equal to (or having a Fair Market Value equal to) the product of (x) number of SARs being exercised multiplied by (y) the excess of (i) the Fair Market Value of a share of Common Stocknominee(s) on the ~~date the SAR is exercised, over (ii) the “base price” applicable to the SAR. SARs may only be granted to Eligible Persons for whom the Company would be deemed to be an “eligible issuer~~line below. The Board of ~~service recipient stock,” as defined in Treasury Regulation 1.409A‑1(b)(5)(iii)(E). The base price of the SAR shall be determined~~Directors recommends you vote FOR proposals 1 through 3. ! ! ! 1. Elect seven directors nominated by the ~~Administrator but shall be not less than~~Board, each for a term of one year. Nominees: 01) 02) 03) 04) Barton R. Brookman Mark E. Ellis Paul J. Korus David C. Parke 05) 06) 07) Lynn A. Peterson Carlos A. Sabater Diana L. Sands For Against Abstain ! ! ! ! ! ! 2. To approve, on an advisory basis, the ~~Fair Market Value~~compensation of the Company’s ~~Common Stock on~~named executive officers. 3. To ratify the ~~date~~appointment of grant. The maximum term of a SAR shall be ten (10) years. SARs shall become exercisable at such times and under such conditions and shall be subject to such other terms as may be determined by the Administrator in its discretion.

~~6.1.3~~ ~~Restricted Stock~~.

~~(a)~~ ~~General Restricted Stock Provisions. Restricted Stock is Common Stock subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any,~~PricewaterhouseCoopers LLP as the Administrator may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, asCompany’s independent registered public accounting firm for the Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of this Plan and the applicable Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder of the Company, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to the provisions of Section 6.1.3(c), below).

~~(b)~~ ~~Certificates for Shares~~. Shares of Restricted Stock granted under this Plan may be evidenced in such manner as the Administrator shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Administrator may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. The Administrator may require that shares of Restricted Stock are held in escrow until all restrictions lapse.

~~(c)~~ ~~Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, any cash dividends paid on shares of Restricted Stock and any stock distributed in connection with a stock split or stock dividend, and~~fiscal year ending December 31, 2021. NOTE: To transact any other ~~property distributed~~business that may properly come before the meeting and at any and all adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a ~~dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such dividend~~corporation or ~~distribution was made. In addition, and subject to applicable law, the Administrator may require~~partnership, please sign in full corporate or permit a Participant to elect that any cash dividends paid on Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under this Plan, subject to the same vesting schedule as the Restricted Stock to which the dividend relates.partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~6.1.4~~ ~~Restricted Stock Units~~.

~~(a)~~ ~~Grant of Restricted Stock Units. A restricted stock unit, or “RSU”, represents the right to~~ ~~receive~~ ~~from the Company on the respective scheduled vesting or payment date for such RSU, one share of Common Stock or, if specified in the applicable Award agreement, the~~ ~~Fair~~ Market Value of one share of Common Stock paid in cash. The vesting or payment of an Award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Administrator may determine, subject to the provisions of this Plan.

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Important Notice Regarding the Availability of ~~Contents~~

Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. D51234-P51110 PDC ENERGY, INC. ~~- PROXY STATEMENT~~

~~(b)~~ ~~Dividend Equivalent Accounts~~. If (and only if) required by the applicable Award Agreement, prior to the expiration of the applicable vesting period of an RSU, the Administrator shall pay dividend equivalent rights with respect to RSUs, in which case the Company shall establish an account for the Participant and reflect in that account any securities, cash or other property comprising any dividend or property distribution with respect to the shares of Common Stock underlying each RSU. Each amount or other property credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates. In addition, subject to applicable law, the Administrator may require or permit a Participant to elect that any such dividend equivalent amounts credited to the Participant’s account be automatically deemed reinvested in additional RSUs or applied to the purchase of additional Awards under the Plan, subject to the same vesting schedule as the RSUs to which the dividend equivalent amounts relate. The Participant shall rights to be paid the amounts or other property credited to such account at the same time as payment of the RSU.

~~(c)~~ ~~Rights as a Stockholder~~. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Award Agreement, each Participant receiving RSUs shall have no rights as a stockholder of the Company with respect to such RSUs until such time as shares of Common Stock are issued to the Participant. ~~In the event an RSU is settled in cash, the Participant receiving RSUs shall never receive stockholder rights with respect to such Award. No shares of Common Stock shall be issued at the time a RSU is granted, and the~~ ~~Company~~ ~~will not be required to set aside a fund for the payment of any such Award.~~

~~6.1.5~~ ~~Performance Stock Units.~~

~~(a)~~ ~~Grant of Performance Stock Units~~. A Performance Stock Unit, or “PSU,” is a performance-based Award that entitles the Participant to receive shares of Common Stock or, if specified in the Award Agreement, the Fair Market Value of such shares of Common Stock paid in cash, based on the attainment of one or more performance goals. Each Award of PSUs shall designate a target number of PSUs covered by the Award, with the actual number of shares of Common Stock earned (if any) to be based on a formula set forth in the Award Agreement related to the attainment of one or more performance goals set forth in the Award Agreement.

~~(b)~~ ~~Dividend Equivalent Accounts~~. If (and only if) required by the applicable Award Agreement, the Administrator shall pay dividend equivalent rights with respect to PSUs, in which case the Participant shall be entitled to a cash payment with respect to each PSU earned and payable in an amount equal to the ordinary cash dividends that would have been payable to Participant had Participant been the owner of a number of actual shares of Common Stock equal to the number of PSUs earned, from the date of grant of the PSU Award through the date the PSU is paid. If so determined by the Administrator and set forth in the applicable Award Agreement, such cash amount may be credited with earnings or losses as if deemed reinvested in Company Common Stock or as if used to purchase additional Awards under the Plan. The amount payable shall be made in a single lump sum on the date on which payment is made in respect of the related PSUs.

~~(c)~~ ~~Rights as a Stockholder~~. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Award Agreement, each Participant receiving PSUs shall have no rights as a stockholder of the Company with respect to such PSUs until such time as shares of Common Stock are issued to the Participant. ~~In the event a PSU is settled in cash, the Participant receiving PSUs shall never receive stockholder rights with respect to such Award. No shares of Common Stock shall be issued at the time a~~

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~~PSU is granted, and the~~ ~~Company~~ ~~will not be required to set aside a fund for the payment of any such Award.~~

~~6.1.6~~ ~~Cash Awards~~. The Administrator may, from time to time, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant cash bonuses (including without limitation, discretionary Awards, Awards based on objective or subjective performance criteria, Awards subject to other vesting criteria or Awards granted consistent with Section 5.2 below). Cash Awards shall be Awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.

~~6.1.7~~ ~~Other Awards.~~ The other types of Awards that may be granted under this Plan include: (a) stock bonuses, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject to compliance with applicable laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon.

~~6.2~~ ~~Award Agreements.~~ Each Award (other than cash Awards described in Section 6.1.6) shall be evidenced by a written or electronic Award Agreement in the form approved by the Administrator and, if required by the Administrator, executed or accepted by the recipient of the Award. The Administrator may authorize any officer of the Company (other than the particular Award recipient) to execute any or all Award Agreements on behalf of the Company (electronically or otherwise). The Award agreement shall set forth the material terms and conditions of the Award as established by the Administrator consistent with the express limitations of this Plan.

~~6.3~~ ~~Deferrals and Settlements.~~ Except as otherwise set forth herein, payment of Awards may be in the form of cash, Common Stock, other Awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit Participants to elect to defer the issuance of shares of Common Stock or the settlement of Awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. All mandatory or elective deferrals of the issuance of shares of Common Stock or the settlement of cash Awards shall be structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

~~6.4~~ ~~Consideration for Common Stock or Awards.~~ The purchase price for any Award granted under this Plan or the Common Stock to be delivered pursuant to an Award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator and subject to compliance with applicable laws, including, without limitation, one or a combination of the following methods:

~~services rendered by the recipient of such Award;~~

~~cash, check payable to the order of the Company, or electronic funds transfer;~~

~~notice and third-party payment in such manner as may be authorized by the Administrator;~~

~~the delivery of previously owned shares of Common Stock that are fully vested and unencumbered;~~

~~by a reduction in the number of shares otherwise deliverable pursuant to the Award; or~~

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subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of Awards.

In the event that the Administrator allows a Participant to exercise an Award by delivering shares of Common Stock previously owned by such Participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the Participant from the Company (upon exercise of an Option or otherwise) must have been owned by the Participant at least six months as of the date of delivery (or such other period as may be required by the Administrator in order to avoid adverse accounting treatment). Shares of Common Stock used to satisfy the exercise price of an Option shall be valued at their Fair Market Value on the date of exercise. The Company will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 9.1 and any other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied. Unless otherwise expressly provided in the applicable Award Agreement, the Administrator may at any time eliminate or limit a Participant’s ability to pay the purchase or exercise price of any Award by any method other than cash payment to the Company.

~~6.5~~ ~~Minimum Vesting Schedule.~~ Except as provided below, all Awards granted under the Plan shall have a minimum one (1) year cliff vesting schedule meaning that no portion of any Award may be scheduled to vest prior to one year after the date of grant of such Award. Notwithstanding the foregoing, up to five percent (5%) of the total number of shares of Common Stock authorized by the Board and the stockholders for issuance under the Plan may be granted pursuant to Awards not subject to the minimum vesting schedule described above. The Administrator may adopt reasonable counting procedures to determine whether the five percent (5%) limit in the preceding sentence has been attained. The Administrator may also apply reasonable rules and rounding conventions to determine whether an Award complies with the above-referenced minimum vesting schedule.

~~6.6~~ ~~Transfer Restrictions.~~

~~6.6.1~~ ~~Limitations on Exercise and Transfer.~~ Unless otherwise expressly provided in (or pursuant to) this Section 6.6, by applicable law and by the Award agreement, as the same may be amended, (a) all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) Awards shall be exercised only by the Participant; and (c) amounts payable or shares issuable pursuant to any Award shall be delivered only to (or for the account of) the Participant.

~~6.6.2~~ ~~Exceptions.~~ The Administrator may permit Awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing (provided that any such transfers of ISOs shall be limited to the extent permitted under the federal tax laws governing ISOs). Any permitted transfer shall be subject to compliance with applicable federal and state securities laws.

~~6.6.3~~ ~~Further Exceptions to Limits on Transfer.~~ ~~The exercise and transfer restrictions in Section 6.6.1 shall not apply to:~~

~~(a)~~ ~~transfers to the Company,~~

~~(b)~~ the designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

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~~(c)~~ ~~subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the Administrator,~~

~~(d)~~ ~~subject to any applicable limitations on ISOs, if the Participant has suffered a Disability, permitted transfers or exercises on behalf of the Participant by his or her legal representative, or~~

~~(e)~~ ~~the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of Awards consistent~~ ~~with applicable laws and the express authorization of the Administrator.~~

~~6.7~~ ~~International Awards.~~ One or more Awards may be granted to Eligible Persons who provide services to the Company or one of its Subsidiaries outside of the United States. Any Awards granted to such persons may, if deemed necessary or advisable by the Administrator, be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.

~~6.8~~ ~~Dividend and Dividend Equivalents.~~ ~~Notwithstanding anything to the contrary herein, in no event may accrued dividends or dividend equivalents with respect to any Award issued under the Plan be paid prior to the vesting of such Award.~~

~~7. EFFECT OF TERMINATION OF SERVICE ON AWARDS~~

~~7.1~~ ~~Termination of Employment.~~

~~7.1.1Administrator Determination.~~ The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each Award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of Award. If the Participant is not an employee of the Company or one of its Subsidiaries and provides other services to the Company or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the Award agreement otherwise provides) of whether the Participant continues to render services to the Company or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

~~7.1.2Stock Options and SARs.~~ For Awards of Options or SARs, unless the Award agreement provides otherwise, the exercise period of such Options or SARs shall expire: (1) three months after the last day that the Participant is employed by or provides services to the Company or a Subsidiary (~~provided however~~, that in the event of the Participant’s death during this period, those persons entitled to exercise the Option or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercise such option or SAR); (2) in the case of a Participant whose termination of employment is due to death or Disability (as defined in the applicable Award agreement), 12 months after the last day that the Participant is employed by or provides services to the Company or a Subsidiary; and (3) immediately upon a Participant’s termination for Cause. The Administrator will, in its absolute discretion, determine the effect of all matters and questions relating to a termination of employment, including, but not by way of limitation, the question of whether a leave of absence constitutes a termination of employment and whether a Participant’s termination is for Cause.

~~7.1.3~~ ~~Other Awards.~~ For all other Awards issued under the Plan, unless the Award agreement provides otherwise, the portion of such Awards that are unvested at the time that a Participant’s employment or service is terminated shall be forfeited and reacquired by the Company; ~~provided however,~~ ~~the Administrator may provide, by rule or regulation or in any Award agreement, or~~

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~~may determine in any individual case, that such forfeiture requirement shall be waived in whole or in part.~~

~~7.2~~ ~~Events Not Deemed Terminations of Service.~~ Unless the express policy of the Company or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other paid leave of absence authorized by the Company or one of its Subsidiaries, or the Administrator; ~~provided~~ that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 3 months. In the case of any employee of the Company or one of its Subsidiaries on an approved leave of absence, continued vesting of the Award while on leave from the employ of the Company or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an Award be exercised after the expiration of the term set forth in the Award agreement.

~~7.3~~ ~~Effect of Change of Subsidiary Status.~~ For purposes of this Plan and any Award, if an entity ceases to be a Subsidiary of the Company, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Company or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status.

~~8. ADJUSTMENTS; ACCELERATION~~

~~8.1Adjustments~~. Upon or in contemplation of (a) any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split, (b) any merger, arrangement, combination, consolidation, or other reorganization, (c) any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock (whether in the form of securities or property), or (d) any exchange of Common Stock or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock, the Administrator shall in such manner, to such extent and at such time as it deems appropriate and equitable in the circumstances (but subject to compliance with applicable laws and stock exchange requirements) proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of Awards (including the Share Limit), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding Awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all outstanding Awards, and (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding Awards. Any adjustment made pursuant to this Section 8.1 shall be made in a manner that, in the good faith determination of the Administrator, will not likely result in the imposition of additional taxes or interest under Section 409A of the Code. With respect to any Award of an ISO, the Administrator may make such an adjustment that causes the option to cease to qualify as an ISO without the consent of the affected Participant.

~~8.2Change in Control~~. Unless otherwise provided in an applicable Award Agreement, in the event of a Change in Control, the Administrator shall have full discretion to take whatever actions it deems necessary or appropriate with respect to outstanding Awards, including, but not limited to: (i) to provide for full or partial accelerated vesting of any Award or portion thereof, either immediately prior to such Change in Control or on such terms and conditions following the Change in Control (such as a termination without cause) as the Administrator determines in its sole and absolute discretion, (ii) to provide for the assumption of such Awards (or portions thereof) or the substitution of such Awards (or portions thereof) with similar awards of the surviving or acquiring company, in a manner designed to comply with Section 409A of the Code, (iii) to provide for the cash out and cancellation of any Award (or portion thereof) immediately prior to such Change in Control, which cash out may (in a manner designed to comply with Code Section 409A) be subject to any escrow, earn-out or other contingent or deferred payment arrangement that is contemplated by such Change in Control, and (iv) take any other actions as the Administrator deems necessary or advisable in connection with such Change in Control transaction; provided, however, that in the event the surviving or acquiring company does not assume the outstanding Awards (or portions thereof) or substitute similar stock awards for

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those outstanding under the Plan as of the Change in Control, then (i) the vesting and exercisability (if applicable) of all Awards (or portions thereof) shall be accelerated in full immediately prior to such Change in Control, and (ii) such outstanding Awards (or portions thereof) shall terminate and/or be payable upon the occurrence of the Change in Control. The Administrator may take different actions with respect to different Participants under the Plan, different Awards under the Plan, and different portions of Awards granted under the Plan.

~~9. TAX PROVISIONS~~

~~9.1~~ ~~Tax Withholding.~~ ~~Upon any exercise, vesting, or payment of any Award, the Company or one of its Subsidiaries shall have the right at its option to:~~

a. require the Participant (or the Participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect to such Award event or payment; or

b. deduct from any amount otherwise payable in cash to the Participant (or the Participant’s personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect to such cash payment.

In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 10.1) grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the applicable withholding obligation on exercise, vesting or payment, not in excess of the maximum statutory rates in the Participant’s applicable jurisdictions.

~~9.2~~ ~~Requirement of Notification of Code Section 83(b) Election~~. If any Participant shall make an election under Code Section 83(b) (to include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under a similar provisions of the laws of a jurisdiction outside the United States, such Participant shall notify the Company of such election within ten (10) days after filing notice of the election with the Internal Revenue Service or other government authority, in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b) or other applicable provision.

~~9.3~~ ~~Requirement of Notification of Disqualifying Disposition~~. If any Participant shall make any disposition of shares of stock delivered pursuant to the exercise of an ISO under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.

~~10. OTHER PROVISIONS~~

~~10.1Compliance with Laws.~~ This Plan, the granting and vesting of Awards under this Plan, the offer, issuance and delivery of shares of Common Stock, the payment of money under this Plan or under Awards are subject to compliance with all applicable federal and state laws, rules and regulations and to such approvals by any applicable stock exchange listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Company or one of its Subsidiaries, provide such assurances and representations to the Company or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

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~~10.2Future Awards/Other Rights.~~ No person shall have any claim or rights to be granted an Award (or additional Awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

~~10.3No Employment/Service Contract.~~ Nothing contained in this Plan (or in any other documents under this Plan or in any Award) shall confer upon any Eligible Person or other Participant any right to continue in the employ or other service of the Company or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Company or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 10.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an Award agreement.

~~10.4Plan Not Funded.~~ Awards payable under this Plan shall be payable in shares of Common Stock or from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such Awards. No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Company or one of its Subsidiaries by reason of any Award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or one of its Subsidiaries and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary or other person acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.

~~10.5Effective Date, Termination and Suspension, Amendments.~~

~~10.5.1~~ ~~Effective Date and Termination.~~ ~~This Plan was approved by the Board and shall become effective upon approval by the stockholders at the Company’s next~~ Annual Meeting ~~(the “Effective Date”). Unless earlier terminated by the Board, this Plan shall terminate at the close~~ of business ten years after the date on which it was approved by the Board. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional Awards may be granted under this Plan, but previously granted Awards (and the authority of the Administrator with respect thereto, including the authority to amend such Awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

~~10.5.2~~ ~~Board Authorization.~~ ~~The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No Awards may be granted during any period that the Board suspends this Plan.~~

~~10.5.3~~ ~~Stockholder Approval.~~ To the extent then required by applicable law or any applicable stock exchange or required to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this Plan and any amendment to this Plan shall be subject to approval by the stockholders of the Company.

~~10.5.4~~ ~~Amendments to Awards.~~ Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on Awards to Participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject to the requirements of Sections 3.2 and 10.5.5) may make other changes to the terms and conditions of Awards. Any amendment or other action that would constitute a repricing of an AwardStockholders May 26, 2021 8:00 AM MDT This proxy is ~~subject to the limitations set forth in Section 3.2(g).~~

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~~10.5.5~~ ~~Limitations on Amendments to Plan and Awards.~~ No amendment, suspension or termination of this Plan or change of or affecting any outstanding Award shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Company under any Award granted under this Plan. Changes, settlements and other actions contemplated by Section 8 shall not be deemed to constitute changes or amendments for purposes of this Section 10.5.5.

~~10.6Privileges of Stock Ownership.~~ Except as otherwise expressly authorized by the Administrator or this Plan, a Participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the Participant. Except as expressly provided herein, no adjustment will be made for dividends or other rights as a stockholder of the Company for which a record date is prior to such date of delivery.

~~10.7Governing Law; Construction; Severability.~~

~~10.7.1~~ ~~Choice of Law.~~ ~~This Plan, the Awards, all documents evidencing Awards and all other related documents shall be governed by, and construed in accordance with the laws of the State of Delaware.~~

~~10.7.2~~ ~~Severability.~~ If a court of competent jurisdiction holds any provision of this Plan invalid and unenforceable, the remaining provisions of this Plan shall continue in effect and the Plan shall be construed and enforced without regard to the illegal or invalid provision.

~~10.7.3~~ ~~Plan Construction.~~

(a) Rule 16b‑3. It is the intent of the Company that the Awards and transactions permitted by Awards be interpreted in a manner that, in the case of Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the Award, for exemption from matching liability under Rule 16b‑3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Company shall have no liability to any Participant for Section 16 consequences of Awards or events under Awards if an Award or event does not so qualify.

~~(b)~~ Compliance with Section 409A of the Code. The Board intends that, except as may be otherwise determined by the Administrator, any Awards under the Plan will be either exempt from or satisfy the requirements of Section 409A to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an Award, Award agreement, acceleration, adjustment to the terms of an Award, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant’s Award to become subject to Section 409A, unless the Administrator expressly determines otherwise, such Award, Award agreement, payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Plan and/or Award agreement will be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Administrator without the consent of or notice to the Participant. Notwithstanding the foregoing, neither the Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section 409A and neither the Company nor the Administrator will have any liability to any Participant for such tax or penalty.

~~(c)~~ ~~No Guarantee of Favorable Tax Treatment.~~ Although the Company intends that Awards under the Plan will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will

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~~PDC ENERGY INC. - PROXY STATEMENT~~

qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Participant for any tax, interest or penalties the Participant might owe as a result of the grant, holding, vesting, exercise or payment of any Award under the Plan.

~~10.8Captions.~~ Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

~~10.9Stock‑Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation.~~ Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, stock appreciation right, restricted stock or other stock‑based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Company or one of its Subsidiaries, in connection with a distribution, arrangement, business combination, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The Awards so granted need not comply with other specific terms of this Plan, provided the Awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any Awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding Awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution or as may be required to comply with the requirements of any applicable stock exchange.

~~10.10Non-Exclusivity of Plan.~~ Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant Awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

~~10.11No Corporate Action Restriction.~~ The existence of this Plan, the Award agreements and the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary, (b) any merger, arrangement, business combination, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Company or any Subsidiary, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Company or any Subsidiary, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim under any Award or Award Agreement against any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any Subsidiary, as a result of any such action.

~~10.12Other Company Benefit and Compensation Programs.~~ Payments and other benefits received by a Participant under an Award made pursuant to this Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth in the terms and conditions of such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, Awards or commitments under any other plans or arrangements of the Company or its Subsidiaries.

~~PDCENERGY~~ ~~2020 PROXY~~ ~~109~~

~~Table of Contents~~

~~PDC ENERGY INC. - PROXY STATEMENT~~

~~10.13~~ ~~Restrictive Covenants and Clawback Policy.~~

~~10.13.1 Restrictive Covenants.~~ Anything contained in the Plan to the contrary notwithstanding, unless restrictive covenants protecting the Company are set forth in an employment or other agreement by and between the Company and the Participant or in any applicable severance or similar plan sponsored by the Company, with respect to any Participant who is an employee, if the employment of any Participant shall terminate, for any reason other than death, while any Award to such Participant is outstanding hereunder, and such Participant has not yet received the shares covered by such Award or otherwise received the full benefit of such Award, such Participant, if otherwise entitled thereto, shall receive such shares or benefit only if, during the entire period from the date of such Participant’s termination to the date of such receipt, such Participant shall have earned such Award by: (i) making himself or herself available, upon request, at reasonable times and upon a reasonable basis, to consult with, supply information to, and otherwise cooperate with the Company or any Subsidiary or Affiliate thereof with respect to any matter that shall have been handled by him or her or under his or her supervision while he or she was in the employ of the Company or of any Subsidiary or Affiliate thereof; and (ii) refraining from engaging in any activity within any county or parish, or adjacent to any county or parish, in which the Company owns any oil and gas interests that is directly or indirectly in competition with any gas, exploration and production activities, including oil and gas leasing or drilling activities of the Company or any Subsidiary or Affiliate thereof for a period of one (1) year following his or her termination of employment.

~~10.13.2 Breach of Restrictive Covenants.~~ In the event of a Participant’s nonfulfillment of any condition set forth in Section 10.13.1 hereof, such Participant’s rights under any Award shall be forfeited and canceled forthwith and such forfeiture and cancellation shall be the Company’s sole remedy; provided, however, that the nonfulfillment of such condition may at any time (whether before, at the time of, or subsequent to termination of employment) be waived by the Committee upon its determination that in its sole judgment there shall not have been and will not be any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition.

~~10.13.3 Awards Subject to Clawback.~~ ~~Awards under the Plan shall be subject to any clawback policy adopted by the Company from time to time.~~

~~11. DIRECTOR COMPENSATION PROVISIONS~~

~~11.1Plan Exclusive Vehicle for Non-Employee Director Cash and Equity Compensation.~~ ~~All cash and equity compensation paid or provided to the Company’s non-employee directors shall be awarded under the terms and conditions of this Plan.~~

~~11.2Non-Employee Director Compensation.~~ ~~Non-employee directors may be Awarded any of the types of Awards described in Section 6 above for which they are eligible under the terms and conditions of Section 6, above.~~

~~11.2.1 Cash Awards.~~ Cash Awards (as described in Section 6.1.6) may take any form determined by the Administrator in its sole and absolute discretion, including, but not limited to, retainers, committee fees, chairperson fees, per meeting fees, and special fees for committee service. In no event shall cash Awards paid to any non-employee director exceed $400,000 in any fiscal year.

~~110PDCENERGY~~ ~~2020 PROXY~~

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~~PDC ENERGY INC. - PROXY STATEMENT~~

~~11.2.2 Equity Awards~~. Equity Awards (described in Sections 6.1.1, 6.1.2, 6.1.3, 6.1.4 and 6.1.5) may take any form determined by the Administrator in its sole and absolute discretion, provided, however, that in no event shall Awards granted to an non-employee director in any fiscal year have a grant date fair value in excess of $400,000.

~~As adopted~~solicited by the Board of Directors The stockholder(s) hereby appoint(s) R. Scott Meyers and Nicole L. Martinet, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) him or her to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of PDC ~~Energy, Inc.~~ENERGY, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 AM, MDT on ~~March 30, 2018.~~

~~PDCENERGY~~ ~~2020 PROXY~~ ~~111~~

~~Table~~May 26, 2021, at www.virtualshareholdermeeting.com/PDCE2021, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of ~~Contents~~

	Directors' recommendations. Continued and to be signed on reverse side

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on May 25, 2020 for shares held directly and by 11:59 P.M. Eastern Time on May 21, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. C/0 BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P O BOX 1342 BRENTWOOD, NY 11717 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on May 25, 2020 for shares held directly and by 11:59 P.M. Eastern Time on May 21, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D07914-P37498 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PDC ENERGY, INC. For Against Abstain The Board of Directors recommends you vote FOR proposals 1 through 6. 1. To approve a proposal to amend the Company's Certificate of Incorporation to declassify the Board of Directors (the "Board") and to provide for the immediate annual election of directors; If Proposal No. 1 to declassify the Board is approved, to elect eight directors nominated by the Board, each for a term of one year; Nominees: ! ! ! 3. If Proposal No. 1 to declassify the Board is not approved, to elect the two directors nominated by the Board as Class I directors, each for a term of three years; Nominees: For Against Abstain 2. ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 3a. David Parke ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 2a. David C. Parke 3b. Lynn Peterson 4. To approve, on an advisory basis, the compensation of the Company's named executive officers; To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020; To approve an amendment to the Company's 2018 Equity Incentive Plan to increase the maximum number of shares of common stock of the Company that may be issued pursuant to awards under the 2018 Equity Incentive Plan; and 2b. Lynn A. Peterson 5. 2c. Anthony J. Crisafio 2d. Christina M. Ibrahim 6. 2e. Randy S. Nickerson NOTE: To transact any other business that may properly come before the meeting and at any and all adjournments or postponements thereof. 2f. Barton R. Brookman 2g. Mark E. Ellis 2h. Paul J. Korus Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~Table of Contents~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. D07915-P37498 PDC ENERGY, INC. Annual Meeting of Shareholders May 26, 2020 8:00 AM MDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) R. Scott Meyers and Nicole L. Martinet, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) him or her to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of PDC ENERGY, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 8:00 AM, MDT on May 26, 2020, at 1775 Sherman Street, Denver, Colorado 80203, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☒☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule ~~14a‑6(e)~~14a-6(e)(2))
☐☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under ~~§240.14a‑12~~§240.14a-12


PDC ENERGY, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules ~~14a‑6(i)~~14a-6(i)(1) and ~~0‑11.~~0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule ~~0‑11~~0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule ~~0‑11(a)~~0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:


PROXY STATEMENT SUMMARY	1
PROPOSAL NO. 1—~~AMEND THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD AND PROVIDE FOR THE IMMEDIATE ANNUAL~~ ELECTION OF SEVEN DIRECTORS	2
~~PROPOSAL~~ ~~NO. 2—ELECTION OF EIGHT DIRECTORS, IF PROPOSAL NO. 1 IS APPROVED~~	4
Board of Directors	4 2
Name, Principal Occupation for Past Five Years and Other Directorships	5
~~STANDING COMMITTEES OF THE BOARD~~3	9
~~Board Meetings and Attendance~~	9
~~2019 Board and Committee Memberships~~	9
~~Audit Committee~~	10
~~Nominating and Governance Committee~~	10
~~Compensation Committee~~	10
~~Board Leadership Structure~~	11
DIRECTOR COMPENSATION	12 7
Cash Compensation	12 7
Equity Compensation	13 7
Deferred Compensation	13 8
~~2019 DIRECTOR COMPENSATION~~2020 Director Compensation	13 8
Director Stock Ownership Requirements and Prohibition on Certain Transactions	14 9
Director Qualifications and Selection	14 9
~~Stockholder~~ ~~Recommendations~~STANDING COMMITTEES OF THE BOARD	14 10
Board Meetings and Attendance	10
2020 Board and Committee Memberships	10
Audit Committee	11
Nominating and Governance Committee	11
Compensation Committee	11
Board Leadership Structure	12
Stockholder Recommendations	13
Stockholder Nominations	15 13
CORPORATE GOVERNANCE	15 13
Governance Highlights	15 13
Corporate Governance Guidelines	16 14
Uncontested Elections Policy	16 14
Code Of Business Conduct And Ethics	16 15
Family Relationships And Other Arrangements	17 15
Director Independence	17 15
The Board’s Role In Risk Management	17 15
Transactions with Related Parties	17 16
Policies and Procedures with Respect to Transactions with Related Parties	18 16
Other Corporate Governance Documents	18 16
Communication with ~~Directors~~the Company by Stockholders	18 16
Additional Information	18
~~PROPOSAL NO. 3—ELECT TWO CLASS I DIRECTORS, IF PROPOSAL NO. 1 IS NOT~~ ~~APPROVED~~16	19
PROPOSAL NO. 4—2—APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	20 17
EXECUTIVE COMPENSATION	21 18
Executive Officers	21 18
COMPENSATION COMMITTEE REPORT	22 19
COMPENSATION DISCUSSION AND ANALYSIS	23 20
Executive Summary	24 20
Executive Compensation Philosophy	30 24
~~2019~~2020 Compensation Program Design and Decisions	31 25
~~2019 CORPORATE METRICS METHODOLOGY~~2020 Performance Metrics – Quantitative and Qualitative	34 29
~~2019 QUANTITATIVE CORPORATE METRICS~~Long-Term Incentive Awards	31
Other Elements of Compensation	35
2021 Compensation Program and Board Changes	36
Compensation Policies and Practices	42 36
Summary Compensation Table	48 41
All Other Compensation	49 42
Grants of Plan-Based Awards	50 43
Outstanding Equity Awards at Fiscal Year-End	51 44
Option Exercises and Stock Vested	53 45


POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	54 46
Impact of Termination and Change of Control on Long Term Equity-Based Incentive Plans	56 47
Change of Control Excise Tax Provision	57 48
Reasoner Retirement Agreement	48
Estimated Termination and Change in Control Benefits	58 49
CEO PAY RATIO	61 52
EQUITY COMPENSATION PLAN INFORMATION	61 52
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	62 53
~~Delinquent~~ Section 16(A) Reports	64 55
PROPOSAL NO. 5—3—RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	65 56
Audit Committee Pre Approval Policies and Procedures	66 57
REPORT OF THE AUDIT COMMITTEE	67
~~PROPOSAL NO. 6—APPROVE AN AMENDMENT TO THE 2018 EQUITY INCENTIVE PLAN~~58	68
ALL OTHER BUSINESS THAT MAY COME BEFORE THE ~~2020~~2021 ANNUAL MEETING	77 59
STOCKHOLDER NOMINATIONS AND PROPOSALS	77 59
Stockholder Proposals for ~~2021~~2022 Annual Meeting	77 59
Advance Notice Procedures Under the Company’s Bylaws	77 59
INFORMATION ABOUT VOTING AND THE MEETING	78 60
Who May Vote	78 60
How Proxies Work	78 60
~~Voting 401(k)~~Notice and ~~Profit Sharing Plan Shares~~Access	79 60
Revoking a Proxy	79 60
Quorum	79 61
Votes Needed	79 61
Attending ~~in Person~~the Virtual Meeting & Voting	80 62
Conduct of the Meeting	80 62
Solicitation of Proxies	81 62
Appraisal Rights	81 62
Contact Information	81 63
HOUSEHOLDING INFORMATION	82 64
APPENDIX A ~~Non‑GAAP Financial Measures~~- NON-GAAP FINANCIAL MEASURES	83
~~APPENDIX B Proposed Amendment to Certificate of Incorporation~~65	85
~~APPENDIX C Company’s Certificate of Incorporation, as Amended~~	87
~~APPENDIX D Proposed Amendment to Company’s 2018 Equity Incentive Plan~~	92
~~APPENDIX E Company’s 2018 Equity Incentive Plan, as Amended~~	93

		BOARD RECOMMENDATION
1		~~BOARD~~ ~~RECOMMENDATION~~
1	PROPOSAL 1 ~~Amend the Certificate of Incorporation to Declassify the Board and Provide for the Immediate Annual~~ Election of Seven Directors ~~To approve a proposal to amend the Company’s Certificate of Incorporation to declassify the Board and to provide for the immediate annual election of directors.~~	~~FOR~~

2	~~PROPOSAL 2~~ ~~Election of Eight Directors, If Proposal No. 1 is Approved~~ ~~If Proposal No. 1 to declassify the Board is approved, to elect eight~~Elect seven directors nominated by the Board, each for a term of one year.	FOR

32	PROPOSAL 3 ~~Election of Two Class I Directors, If Proposal No. 1 is Not Approved~~ ~~If Proposal No. 1 to declassify the Board is not approved, to elect the two directors nominated by the Board as Class I directors (David C. Parke and Lynn A. Peterson), each for a term of three years.~~	~~FOR~~

4	~~PROPOSAL 4~~2 Approve Executive Officer Compensation To approve, on an advisory basis, the compensation of the Company’s named executive officers.	FOR

53	PROPOSAL 53 Ratify the Appointment of PricewaterhouseCoopers LLP To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2020.~~2021.	FOR

6	~~PROPOSAL 6~~ ~~Approve an Amendment to the 2018 Equity Incentive Plan~~ To approve an amendment to the Company’s 2018 Equity Incentive Plan to increase the maximum number of shares of common stock of the Company that may be issued pursuant to awards under the 2018 Equity Incentive Plan.	~~FOR~~


	Sincerely,

	Barton R. Brookman President and Chief Executive Officer


	By Order of the Board of Directors,


	Nicole L. Martinet Senior Vice President, General Counsel and Secretary


	YEAR THE	EXPIRATION OF
	DIRECTOR JOINED	THE DIRECTOR’S
DIRECTORS	THE BOARD	CURRENT TERM
CLASS I:
David C. Parke	2003	2020
Lynn A. Peterson	2020	2020
Jeffrey C. Swoveland*	1991	2020
CLASS II:
Anthony J. Crisafio	2006	2021
Christina M. Ibrahim	2018	2021
Randy S. Nickerson	2017	2021
CLASS III:
Barton R. Brookman	2015	2022
Mark E. Ellis	2017	2022
Paul J. Korus	2020	2022


		YEAR THE
		DIRECTOR JOINED
DIRECTORS		THE BOARD
Barton R. Brookman		2015
Anthony J. Crisafio⁽¹⁾		2006
Mark E. Ellis		2017
Christina M. Ibrahim⁽²⁾		2018
Paul J. Korus		2020
Randy S. Nickerson⁽³⁾		2017
David C. Parke		2003
Lynn A. Peterson		2020
Carlos A. Sabater⁽⁴⁾		—
Diana L. Sands		2021


		Member		Chair
		Retainer		Retainer
Board	$	100,000	$	100,000
Audit Committee		10,000		20,000
Compensation Committee		—		15,000
Nominating and Governance Committee		—		15,000


	Fees
	Earned
	or Paid		Stock
	in Cash⁽¹⁾		Awards⁽²⁾⁽³⁾		Total
Name	($)		($)		($)
Anthony J. Crisafio	$	120,250	$	142,793	$	263,043
Mark E. Ellis		142,500		178,486		320,986
Christina M. Ibrahim		106,376		142,793		249,169
Paul J. Korus		96,209		142,793		239,002
Randy S. Nickerson		92,500		142,793		235,293
David C. Parke		115,626		142,793		258,419
Lynn A. Peterson		88,333		142,793		231,126
Jeffrey C. Swoveland⁽⁴⁾		110,861		142,793		253,654



DIRECTORS	Board of Directors	Audit Committee	Compensation Committee	Nominating and Governance Committee	Midstream Committee(1)	Board of Directors	Audit Committee	Compensation Committee	Nominating and Governance Committee
Barton R. Brookman
Anthony J. Crisafio(1)
Mark E. Ellis(2)								⁽³⁾	⁽⁴⁾
Christina M. Ibrahim(5)			(3)	(4)
Larry F. Mazza(5)
Paul J. Korus⁽⁶⁾
Randy S. Nickerson(7)			(6)	(7)
David C. Parke
Jeffrey C. Swoveland(8)
Lynn A. Peterson								⁽⁸⁾
Jeffrey C. Swoveland⁽⁹⁾							⁽¹⁰⁾		⁽¹¹⁾
Number of Meetings Held	13	14(9)	7	5	3	13	10	5	7


	Additional
	Retainer
Non-Executive Chairman	$	100,000
Audit Committee Member		10,000
Audit Sub-Committee Member(1)		5,000


	Committee
	Chair
COMMITTEE	Retainer
Audit	$	20,000
Compensation		15,000
Nominating and Governance		10,000


	Fees
	Earned
	or Paid		Stock
	in Cash(1)		Awards(2)(3)		Total
DIRECTORS	($)		($)		($)
Anthony J. Crisafio	$	135,000	$	151,151	$	286,151
Mark E. Ellis		100,000		151,151		251,151
Christina M. Ibrahim		105,879		151,151		257,030
Larry F. Mazza(4)		75,000		151,151		226,151
Randy S. Nickerson		110,000		151,151		261,151
David C. Parke		125,000		151,151		276,151
Jeffrey C. Swoveland(5)		210,000		188,919		398,919


● Director Nomination Procedures	● Nominating and Governance Committee Charter
	● Stock Ownership Guidelines	● Compensation Committee Charter
	● Insider Trading Policy	● Code of Business Conduct and Ethics
	● Shareholder Communication Policy	● Corporate Governance Guidelines
	● Audit Committee Charter


	David C. Parke, Chair
	Christina M. Ibrahim Randy S. Nickerson
	Lynn A. Peterson
	COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS


OFFICER	TITLE
Barton R. Brookman	President and Chief Executive Officer
R. Scott Meyers	Senior Vice President—Chief Financial Officer
Lance A. Lauck	Executive Vice President—Corporate Development and Strategy
~~Scott J. Reasoner~~	~~Senior Vice President—Chief Operating Officer~~
Nicole L. Martinet	Senior Vice President—General Counsel and Secretary
David J. Lillo⁽¹⁾	Senior Vice President—Operations
Scott J. Reasoner⁽²⁾	Former Senior Vice President—Chief Operating Officer


~~What We Heard~~			~~How We Responded~~
~~Align annual incentive program with financial returns~~			~~25% of our 2020 bonus program includes return on capital and cash flow metrics: Cash Return on Capital Invested (CROCI) and Free Cash Flow Margin~~
~~Continue the move towards~~ (1) Free cash flow, a ~~more formulaic bonus program~~non-GAAP financial measure, is defined as net cash from operating activities, before changes to working capital, less oil and ~~less discretion~~gas capital investments. See Appendix A for reconciliation.

		~~Increased the weighting of the formulaic quantitative metrics in 2020 to 75% of the program (from 50% in 2019)~~
~~Place greater emphasis on performance-based equity in the long-term incentive program~~	PDCENERGY 2021 PROXY	~~Increased the weighting of the performance-based equity for the CEO in 2020 from 50% of long-term incentives to 60%~~
~~Include additional metric(s) in the long-term incentive program with an increased tie to absolute performance~~		~~Added an absolute stock performance multiplier and cap in 2020~~21


	~~2019~~2020 COMPENSATION ELEMENTS	~~2019~~2020 ROLE IN TOTAL COMPENSATION
~~Base Salary~~	~~Compensates executives for their level of responsibility, skills, capabilities, experience and leadership.~~
~~Annual Cash Incentives~~ ✓ ~~Cash Bonus~~	~~Rewards annual performance and aligns participants’ compensation with short‑term financial, operational and strategic objectives specific to each calendar year;~~
	~~Motivates participants to meet or exceed internal and external performance expectations; and~~
	~~Recognizes individual contributions to the organization’s overall results.~~
~~Long‑Term Equity-Based Incentives~~ ✓ ~~50% Performance Share Units (PSUs)~~ ✓ ~~50% Restricted Stock Units (RSUs)~~	~~Rewards long‑term performance directly aligned with stockholders’ interests;~~ ~~Provides a strong performance‑based equity component;~~ ~~Recognizes and rewards share performance relative to industry peers;~~ ~~Aligns compensation with sustained long‑term value creation;~~ ~~Helps executives to acquire a meaningful and sustained ownership stake; and~~ ~~Fosters executive retention by vesting awards over multiple years.~~


NAMED EXECUTIVE OFFICER	2018		2019
Barton R. Brookman	$	850,000	$	850,000
R. Scott Meyers(1)		370,000		425,000
Lance A. Lauck		435,000		455,000
Scott J. Reasoner		425,000		455,000
Nicole L. Martinet(2)		N/A		325,000


	Target Annual
	Cash Incentive as
	% of Base Salary
NAMED EXECUTIVE OFFICER	2018		2019
Barton R. Brookman	100	%	115	%
R. Scott Meyers(1)	80	%	80	%
Lance A. Lauck	90	%	90	%
Scott J. Reasoner	90	%	90	%
Nicole L. Martinet(2)	—		70	%


	2019 ANNUAL
NAMED EXECUTIVE OFFICER	BONUS
Barton R. Brookman	$	1,017,000
R. Scott Meyers	$	354,000
Lance A. Lauck	$	426,000
Scott J. Reasoner	$	426,000
Nicole L. Martinet	$	237,000

~~VEHICLE / PURPOSE~~	~~DESIGN FEATURES / TERMS~~
~~PSUs~~ ~~Align compensation with the Company’s TSR relative to a group of peers in the industry.~~ ~~The value of PSUs is dependent on both absolute stock price performance and relative TSR performance over a three‑year period.~~	PSUs are denominated in units of Company stock with payout in shares of stock (or cash) based on the Company’s relative TSR over the specified performance period, as ranked among the comparably‑measured TSR of the Company’s peer companies. ~~For 2019, the peer group selected for measuring relative TSR was the same as the compensation benchmarking peer group. See “Compensation Peer Group.”~~ ~~The 2019 PSUs measure TSR over the performance period from January 1, 2019 through December 31, 2021, with payouts as follows:~~

		~~COMPANY TSR RANKING~~ ~~AMONG PEERS~~	~~PAYOUT LEVELS~~ ~~AS % OF AWARD~~
		~~90th Percentile~~	~~200%~~
		~~75th Percentile~~	~~150%~~
		~~Median~~	~~100%~~
		~~25th Percentile~~	~~50%~~
		~~Below 25th Percentile~~	0%

	 ~~If performance falls between the percentiles, payout levels are interpolated between the next highest and next lowest payout levels;~~  ~~If the Company has a negative TSR for the performance period, the maximum award is 100%, regardless of relative TSR performance; and~~  ~~If the Company has an average annualized TSR of 15% or greater for the 3‑year performance period, the minimum award is 50%, regardless of relative TSR performance.~~

	To provide for a consistent number of peers throughout the performance period, the award agreement defines how a peer that is either acquired, merged, delisted, enters bankruptcy, etc. is treated in determining its TSR performance ranking.
	PSUs are forfeited if the NEO voluntarily terminates or is terminated for cause prior to the vesting date. Payout under other termination scenarios is described under “Potential Payments upon Termination or Change of Control—Impact of Termination and Change of Control on Long‑Term Equity-Based Incentive Plans.”
~~RSUs~~ ~~Align compensation directly with the Company’s stock price, encourages retention and increases stock ownership in the Company~~	~~Notional units that entitle the holder to receive an equal number of shares of stock upon vesting. Awards vest annually over three years; and~~ unvested awards are forfeited by the NEO if the NEO voluntarily terminates or is terminated for cause prior to the vesting date. For a description of what happens under other termination scenarios, see “Potential Payments upon Termination or Change of Control—Impact of Termination and Change of Control on Long‑Term Equity-Based Incentive Plans.”


	Target Value		RSUs	PSUs
NAMED EXECUTIVE OFFICERS	($)		(#)	(#)
Barton R. Brookman	$	4,400,000	60,490	60,490
R. Scott Meyers		1,450,000	19,935	19,935
Lance A. Lauck		1,700,000	23,371	23,371
Scott J. Reasoner		1,700,000	23,371	23,371
Nicole L. Martinet		600,000	8,249	8,249


				Preliminary
Company	TSR	Rank	% Rank	Payout %	Adjusted Payout(1)
Diamondback Energy, Inc.	(16%)	1	100%
Energen Corp. (2)	(17%)	2	93%
WPX Energy, Inc.	(19%)	3	86%
Matador Resources Company	(37%)	4	79%
RSP Permian (3)	(43%)	5	72%
Parsley Energy, Inc.	(52%)	6	65%
PDC Energy	(68%)	7	58%	120%	100%
SM Energy Company	(71%)	8	50%
NewField Exploration Co. (4)	(71%)	9	43%
Callon Petroleum	(73%)	10	36%
QEP Resources, Inc.	(79%)	11	29%
Carrizo Oil and Gas, Inc. (5)	(81%)	12	22%
Laredo Petroleum, Inc.	(81%)	13	15%
Oasis Petroleum, Inc.	(82%)	14	8%
Gulfport Energy Corp.	(88%)	15	0%


~~Element~~		~~Description and Purpose~~
~~Health and Welfare Benefits~~		We provide competitive health and welfare benefits that are intended to be comparable to those provided to employees at other companies in our industry. Our NEOs participate in our health and welfare programs on the same basis as all other employees.
~~Retirement Benefits (401(k) and Profit Sharing)~~		~~We provide retirement benefits that are intended to be comparable to those provided to employees at other companies in our industry. These benefits are intended to~~ provide financial security by allowing employees to save for retirement through the Company’s 401(k) and Profit Sharing Plan. The Company provides a 10% dollar-for-dollar match up to the IRS limit plus a Profit Sharing contribution that can range from 0% - 5% on an annual basis (up to the IRS limit). Our NEOs participate in our 401(k) and Profit Sharing Plan on the same basis as all other employees up to the IRS allowable limit.
		~~For 2019, the 401(k) Match and Profit Sharing Contribution for each NEO is shown in the Summary Compensation Table.~~
~~Perquisites~~		We provide modest perquisites for the convenience of our executives in meeting the demands of their positions, the value of which is generally consistent with those offered by other companies in our industry. These perquisites include a car allowance for business and personal use, athletic/non‑golf club dues, and annual physicals.
		~~For 2019, the value of the perquisites provided to each NEO is outlined in the Summary Compensation Table.~~
~~Severance and Change of Control Arrangements~~		We believe that severance protection plays a valuable role in attracting, motivating and retaining highly talented executives and that having an existing agreement in place is preferable to negotiating an exit package at the time of an NEO’s departure. Severance provisions give us the flexibility to make decisions regarding organizational issues with pre‑established severance terms in place. In the event the Company faces an actual or potential change of control, severance benefits encourage executive officers to remain with the Company even though prospects for continued employment may be uncertain. We believe that the severance amounts that may be paid upon a change of control of the Company help to align the interests of the executive officers with the interests of the Company’s stockholders and strike a proper balance between the hiring, motivating and retention effects described above, and the need to avoid excessive benefits to executives. We consider these protections to be an important part of an executive’s compensation and believe that they are consistent with competitive practices in the oil and gas industry.
		~~For a description of the severance programs and other individual arrangements, see “Potential Payments Upon Termination or Change of Control.”~~


Methodology
Target Pay		Realizable Pay
● Base salary rate as of year-end ● Target annual cash incentive based on salary rate ● Intended equity award grant values for grants made in each year		● Base salary rate for the year ● Actual annual cash incentive paid for 2018, 2019 and 2020 performance ● Long-term incentive value of grants made in each year as of Dec 31, 2020 stock price ($20.53) ✓ SARs: In-the-money value ✓Restricted Stock: number of shares granted x Dec 31, 2020 stock price (assumes all shares, vested/unvested, are held through Dec 31, 2020) ✓ Performance Award: target number of shares x relative TSR ranking factor x Dec 31, 2020 stock price (note: all performance awards have been reduced to target level based on negative stock price returns)


	Year End		Reduced		Year End
NAMED EXECUTIVE OFFICER	2019		2020		2020
Barton R. Brookman	$	850,000	$	803,000	$	850,000
R. Scott Meyers		425,000		401,000		425,000
Lance A. Lauck		455,000		430,000		455,000
Nicole L. Martinet		325,000		378,000		400,000
David J. Lillo⁽¹⁾		—		378,000		400,000


	Target Annual
	Cash Incentive as
	% of Base Salary
NAMED EXECUTIVE OFFICER	2019		2020
Barton R. Brookman	115	%	115	%
R. Scott Meyers	80	%	90	%
Lance A. Lauck	90	%	90	%
Nicole L. Martinet	70	%	80	%
David J. Lillo⁽¹⁾	—	%	80	%
Scott J. Reasoner	90	%	90	%


	2020 ANNUAL
NAMED EXECUTIVE OFFICER	BONUS
Barton R. Brookman	$	938,400
R. Scott Meyers	$	367,200
Lance A. Lauck	$	393,120
Nicole L. Martinet	$	307,200
David J. Lillo	$	307,200
Scott J. Reasoner⁽¹⁾	$	263,390

VEHICLE / PURPOSE		DESIGN FEATURES / TERMS
PSUs Align compensation with the Company’s total shareholder return (“TSR”) relative to a group of peers in the industry. The value of PSUs is dependent on both absolute stock price performance and relative TSR performance over a three-year period.		PSUs are denominated in units of Company stock with payout in shares of stock (or cash) based on the Company’s relative TSR over the specified performance period, as ranked among the comparably-measured TSR of the Company’s peer companies. In 2020, the Company added an absolute stock price modifier to ~~its PSUs to~~ better align with absolute ~~stockholder~~stock performance. ~~In designing~~ For 2020, the ~~plan,~~peer group selected for measuring relative TSR was the ~~Committee considered~~same as the ~~number of potential outcomes and determined that~~compensation benchmarking peer group. See “Compensation Peer Group.” The 2020 PSUs measure TSR over the ~~formula payout should be adjusted in two cases,~~performance period from January 1, 2020 through December 31, 2022, with payouts as ~~summarized below.~~follows: *~~Absolute Performance Modifier~~ ~~– After reviewing the various potential scenarios possible under this plan, the Committee recommended adjustments in two specific circumstances.~~

		Should the Company finish in the top quartile of relative TSR and exceed the 15% annualized ~~TSR~~ threshold, warranting a >250% payout, the actual payment will be capped at 250%. Should the Company finish in the bottom quartile of relative TSR, warranting a 0% payout, but also exceed the 15% annualized TSR threshold, a 50% payout will be made in lieu of the otherwise calculated 0% payout. No changes will be made in any other scenario. ~~COMPENSATION POLICIES AND PRACTICES~~To provide for a consistent number of peers throughout the performance period, the award agreement defines how a peer that, among other things, is acquired, merged, delisted, or enters bankruptcy, is treated in determining its TSR performance ranking.
		PSUs are generally forfeited if the NEO voluntarily terminates or is terminated for cause prior to the vesting date. Payout under other termination scenarios is described under “Potential Payments upon Termination or Change of Control—Impact of Termination and Change of Control on Long-Term Equity-Based Incentive Plans.”
RSUs ~~Process~~Align compensation directly with the Company’s stock price, encourages retention and increases stock ownership in the Company		Notional units that entitle the holder to receive an equal number of shares of stock upon vesting. Awards vest annually over three years; and unvested awards are generally forfeited by the NEO if the NEO voluntarily terminates or is terminated for ~~Determining Executive Compensation~~ ~~Annually, we review~~cause prior to the vesting date. For a description of what happens under other termination scenarios, see “Potential Payments upon Termination or Change of Control—Impact of Termination and ~~approve our compensation program design, determine target total direct compensation, establish performance metrics under our annual and long-term incentive programs and determine award payouts based~~Change of Control on ~~achievement of Company and individual results. These discussions usually span numerous meetings and involve significant deliberation among the Committee, management~~Long-Term Equity-Based Incentive Plans.”


	Target Value		RSUs	PSUs
Name	($)		(#)	(#)
Barton R. Brookman	$	4,600,000	83,712	125,569
R. Scott Meyers		1,780,000	40,491	40,491
Lance A. Lauck		1,780,000	40,491	40,491
Nicole L. Martinet		1,100,000	25,023	25,023
David J. Lillo⁽¹⁾		558,777	25,422	—
Scott J. Reasoner		1,780,000	40,491	40,491


Company	TSR	Rank	% Rank	Preliminary Payout %	Adjusted Payout %⁽¹⁾
WPX Energy, Inc.	(39%)	1	100%	200%
Parsley Energy, Inc.	(48%)	2	93%	200%
Energen Corp. ⁽²⁾	(50%)	3	86%	190%
Diamondback Energy, Inc	(57%)	4	79%	173%
Matador Resources Company	(58%)	5	72%	155%
PDC Energy, Inc.	(58%)	6	65%	138%	100%
RSP Permian⁽³⁾	(66%)	7	58%	120%
SRC Energy ⁽⁴⁾	(72%)	8	50%	100%
SM Energy Company	(72%)	9	43%	86%
NewField Exploration Co. ⁽⁵⁾	(74%)	10	36%	72%
QEP Resources, Inc.	(75%)	11	29%	58%
Carrizo Oil and Gas, Inc. ⁽⁶⁾	(77%)	12	22%	0%
Callon Petroleum ⁽⁷⁾	(88%)	13	15%	0%
Laredo Petroleum, Inc.⁽⁷⁾	(91%)	14	8%	0%
Oasis Petroleum, Inc.⁽⁸⁾	(100%)	15	0%	0%