Common use of Award of Units Clause in Contracts

Award of Units. As of the Effective Date, the Company hereby grants to Employee common units of Penn Virginia Resource Partners, L.P. (“Units”) pursuant to the Penn Virginia Resource GP, LLC Third Amended and Restated Long-Term Incentive Plan, as amended and restated effective January 1, 2008 (the “Plan”). Employee agrees that this award of Units shall be subject to all of the terms and conditions set forth herein and in the Plan, including any future amendments thereto, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern. All terms capitalized but not defined herein will have the meanings assigned to them in the Plan.

Award of Units. As of the Effective Date, the Company hereby grants to Employee common units of Penn Virginia Resource Partners, L.P. (“Units”) pursuant to the Penn Virginia Resource GP, LLC Third Sixth Amended and Restated Long-Term Incentive Plan, as amended and restated effective January 1May 12, 2008 2011 (the “Plan”). Employee agrees that this award of Units shall be subject to all of the terms and conditions set forth herein and in the Plan, including any future amendments thereto, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern. All terms capitalized but not defined herein will have the meanings assigned to them in the Plan.

Award of Units. As of the Effective Date, the Company hereby grants to Employee common units of Penn Virginia Resource Partners, L.P. (“Units”) pursuant to the Penn Virginia Resource GP, LLC Third Amended and Restated Long-Term Incentive Plan, as amended and restated effective January 1, 2008 Plan (the “Plan”). A copy of the Plan is attached hereto as Exhibit A. Employee agrees that this award of Units shall be subject to all of the terms and conditions set forth herein and in the Plan, including any future amendments thereto, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern. All terms capitalized but not defined herein will have the meanings assigned to them in the Plan.