PENN VIRGINIA RESOURCE GP, LLC
THIRD AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
DEFERRED COMMON UNIT GRANT AGREEMENT
This DEFERRED COMMON UNIT GRANT AGREEMENT, dated as of (the “Date of Grant”), is delivered by
Penn Virginia Resource GP, LLC (the “Company”) to (the “Grantee”).
The Company’s Third Amended and Restated Long-Term Incentive Plan, as amended and restated effective January 1,
2008 (the “Plan”), provides for the grant of Deferred Common Units (as defined in the Plan) in accordance with the terms and
conditions of the Plan. The Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”)
has decided to grant Deferred Common Units to the Grantee as an inducement for the Grantee to promote the best interests of
the Partnership and its unitholders. All terms capitalized but not defined herein will have the meanings assigned to them in the
Plan. A copy of the Plan is attached as Exhibit A hereto.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
1. Grant of Deferred Common Units . Subject to the terms and conditions set forth in this Agreement and the Plan, the Company
hereby grants the Grantee Deferred Common Units. The Company will establish an Account in the Grantee’s name that
will be credited with the number of Deferred Common Units granted hereunder or received pursuant to Section 2 hereof.
2. Unit Distributions . On each date on which the Company makes a Distribution, the Grantee’s Account shall be credited with
that number of Deferred Common Units equal to (a) the product of (i) the amount of cash or the fair market value of other
property paid in such Distribution multiplied by (ii) the number of Deferred Common Units in the Grantee’s Account divided by
(b) the Fair Market Value on the date of such Distribution.
3. Vesting and Non-transferability .
(a) The Grantee shall be fully vested at all times in