PENN VIRGINIA RESOURCE GP, LLC
LONG-TERM INCENTIVE PLAN
SECTION 1. Purpose of the Plan .
The Penn Virginia Resource GP, LLC Long-Term Incentive Plan (the “Plan”) is intended to promote the interests of Penn
Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), by providing to employees and directors of
Penn Virginia Resource GP, LLC (the “Company”) and its Affiliates who perform services for the Partnership incentive
compensation awards for superior performance that are based on Units. The Plan is also contemplated to enhance the ability of
the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability
of the Partnership and to encourage them to devote their best efforts to the business of the Partnership, thereby advancing the
interests of the Partnership and its partners.
SECTION 2. Definitions .
As used in the Plan, the following terms shall have the meanings set forth below:
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term
“control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies
of a Person, whether through ownership of voting securities, by contract or otherwise.
“Award” means an Option, Unit, Restricted Unit or Phantom Unit granted under the Plan, and shall include any tandem
DERs granted with respect to a Phantom Unit.
“Board” means the Board of Directors of the Company.
“Change in Control” shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any
sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the
Partnership or the Company to any Person or its Affiliate