Lance Lauck - 07 Aug 2023 Form 4 Insider Report for PDC ENERGY, INC.

Footnote F1

On August 7, 2023, pursuant to the Agreement and Plan of Merger dated as of May 21, 2023 (the "Merger Agreement"), by and among Chevron Corporation ("Chevron"), Bronco Merger Sub Inc. ("Merger Sub") and PDC Energy, Inc. ("PDC"), Merger Sub merged with and into PDC (the "Merger"), with PDC surviving the Merger as a direct, wholly-owned subsidiary of Chevron. Pursuant to the Merger Agreement, each share of PDC common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.4638 of a share of Chevron common stock. On August 4, 2023 (the day prior to the Merger), the closing price of one share of Chevron common stock was $159.31.

Footnote F2

Pursuant to the Merger Agreement, each award of restricted stock units of PDC other than awards held by non-employee members of the Board of Directors of PDC, whether or not vested (each a "PDC RSU Award"), was converted into a restricted stock unit award, on the same terms and conditions as were applicable under such PDC RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC RSU Award immediately prior to the effective time of the Merger by (ii) 0.4638.

Footnote F3

Each award of performance share units (each, a "PDC PSU Award") represented a contingent right to receive a share of PDC common stock based upon certain performance goals or metrics. The amount reported represented the "target" number. Pursuant to the Merger Agreement, each PDC PSU Award granted in 2021, whether or not vested, became fully vested and converted into the right to receive, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such 2021 PDC PSU Award immediately prior to the effective time of the Merger (with the performance-based vesting conditions applicable to such PDC PSU Award determined in accordance with the terms of the Merger Agreement, which performance was determined to be 233% of target) by (ii) 0.4638.

Footnote F4

Each PDC PSU Award represented a contingent right to receive a share of PDC common stock based upon certain performance goals or metrics. The amount reported represented the "target" number.

Footnote F5

Pursuant to the Merger Agreement, each PDC PSU Award granted in 2022 or 2023 was converted into an award, on the same terms and conditions as were applicable under such PDC PSU Award immediately prior to the effective time of the Merger (other than any performance-based vesting conditions), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU Award immediately prior to the effective time of the Merger (with the performance-based vesting conditions applicable to such PDC PSU Award determined in accordance with the terms of the Merger Agreement, which performance was determined to be 233% of target for PDC PSU Awards granted in 2022 and 240% of target for PDC PSU Awards granted in 2023) by (ii) 0.4638.

Footnote F6

Pursuant to the Merger Agreement, each outstanding stock appreciation right with respect to shares of PDC common stock, whether or not vested (each a "PDC SAR"), was converted into a stock appreciation right, on the same terms and conditions as were applicable under such PDC SAR immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC SAR immediately prior to the effective time of the Merger by (ii) 0.4638.

Footnote F7

The exercise price per share of Chevron common stock subject to any such PDC SAR at and after the effective time of the Merger became an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price per share of PDC common stock subject to such PDC SAR immediately prior to the effective time of the Merger divided by (ii) 0.4638.

Footnote F8

The PDC SAR became exercisable in three pro rata installments on December 29, 2016, December 28, 2017, and January 11, 2019.

Footnote F9

The PDC SAR became exercisable in three pro rata installments on December 28, 2017, December 28, 2018, and January 17, 2020.