Common use of Chairman Compensation Clause in Contracts

Chairman Compensation. a. As compensation for serving as chairman, manager and board committee member, the Company shall pay to Chairman an annual fee of Twenty-Five Thousand Dollars (US $25,000.00) (the “Chairman Fee") and shall grant an annual option (the “Chairman Option”) to purchase Six Thousand Two Hundred Fifty (6,250) common units of Rio Vista Energy Partners L.P. (the “Partnership”), providing Chairman the right, but not the obligation, to buy such units at an exercise price equal to not less than one hundred percent (100%) of the fair market value of such units on the day of the grant, for a period of not more than five (5) years. Fair market value shall be determined in accordance with the equity plan under which the Chairman Option is granted and otherwise in accordance with applicable law and regulation. In lieu of determining the number of units subject to the Chairman Option based on a fixed number of units, the Board of Managers may, in its sole discretion, grant the Chairman Option based on a fixed dollar valuation of the option itself, such value determined in accordance with the Company’s usual accounting procedures. As a condition to the exercise of the Chairman Option, the Board of Managers may, in its sole discretion, impose a condition of continued services for a period of not more than one (1) year following the date of grant. b. As compensation for performance of additional Board Services and Committee Services, the Company shall pay to Chairman an additional fee of One Thousand Two Hundred Fifty Dollars (US $1,250.00) per Working Day (the “Additional Fees”) except as otherwise set forth herein. “Working Day” means a calendar day during which Chairman provides significant Board Services or Committee Services to the Company, including without limitation the attendance of meetings of the Board of Managers and any committees of the Board of Managers, and specifically including days spent solely or primarily in travel to or from locations at which Chairman provides Board Services or Committee Services. Chairman shall not receive any Additional Fees for preparing for and attending on an annual basis four (4) quarterly meetings of the Board of Managers, four (4) quarterly meetings of any committee of the Board of Managers of which Chairman is a member, one (1) annual meeting of the members of the Company, and one (1) annual meeting of unitholders of the Partnership, if any. Each payment of Additional Fees is subject to review and approval by the Board of Managers. No Additional Fees shall be paid to Chairman if, under any applicable law, regulation or rule, such payment would disqualify Chairman from membership on the Board of Managers or any board committee on which Chairman serves.

Chairman Compensation. a. As Following the Transition Date, for so long as the Executive remains a member of the Board, in addition to any continued vesting provided under Section 3(b)(iii) and any severance to which the Executive may be entitled under Section 5(b), the Executive shall receive the following compensation for serving as chairman, manager and board committee member, his continued service on the Company shall pay Board: 7 (i) Notwithstanding anything to Chairman an annual fee of Twenty-Five Thousand Dollars (US $25,000.00) the contrary in the Company’s NonEmployee Director Compensation Policy (the “Chairman Fee") and shall grant an annual option (the “Chairman Option”) to purchase Six Thousand Two Hundred Fifty (6,250) common units of Rio Vista Energy Partners L.P. (the “PartnershipCompensation Policy”), providing Chairman during the rightperiod beginning on the Transition Date and ending on May 31, but 2024, the Executive shall receive only an annual retainer of $500,000, which shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the obligationfifteenth day following the end of each calendar quarter, pro-rated for partial calendar quarters of service based on the number of days the Executive serves as a director in such calendar quarter and the total number of days in such calendar quarter; and (ii) On and after June 1, 2024, the Executive shall receive only the compensation and benefits provided to buy such units at an exercise price equal to not less than one hundred percent (100%) a non-employee director of the fair market value Company under the Compensation Policy. For the avoidance of such units doubt, the termination of the Executive’s employment on the day Transition Date shall not constitute a “Termination of Service” under the grant, for a period of not more than five (5) years. Fair market value Plan and the Executive shall be determined continue to vest in any outstanding awards held by the Executive under the Plan in accordance with their terms for so long as the equity plan under which Executive remains a member of the Chairman Option is granted and otherwise Board (other than the SAR Awards, which, in any event, shall continue to vest in accordance with applicable law and regulationtheir terms pursuant to Section 3(b)(iii)). In lieu For the further avoidance of determining the number of units subject to the Chairman Option based on a fixed number of unitsdoubt, by executing this Agreement, the Board of Managers may, in its sole discretion, grant Executive acknowledges and agrees that the Chairman Option based on compensation the Executive will receive for any service as a fixed dollar valuation of the option itself, such value determined in accordance with the Company’s usual accounting procedures. As a condition to the exercise of the Chairman Option, the Board of Managers may, in its sole discretion, impose a condition of continued services for a period of not more than one (1) year following the date of grant. b. As compensation for performance of additional Board Services and Committee Services, the Company shall pay to Chairman an additional fee of One Thousand Two Hundred Fifty Dollars (US $1,250.00) per Working Day (the “Additional Fees”) except as otherwise set forth herein. “Working Day” means a calendar day during which Chairman provides significant Board Services or Committee Services to the Company, including without limitation the attendance of meetings member of the Board for the period beginning on the Transition Date and ending on December 31, 2023 under Section 3(f)(i) is in lieu of Managers any compensation or benefits the Executive would otherwise be entitled to receive under the Compensation Policy and any committees of the Board of Managers, and specifically including days spent solely or primarily in travel Executive hereby declines to or from locations at which Chairman provides Board Services or Committee Services. Chairman shall not receive any Additional Fees for preparing for and attending on an annual basis four (4) quarterly meetings of compensation or benefits under the Board of Managers, four (4) quarterly meetings of any committee of the Board of Managers of which Chairman is a member, one (1) annual meeting of the members of the Company, and one (1) annual meeting of unitholders of the Partnership, if any. Each payment of Additional Fees is subject to review and approval by the Board of Managers. No Additional Fees shall be paid to Chairman if, under any applicable law, regulation or rule, Compensation Policy during such payment would disqualify Chairman from membership on the Board of Managers or any board committee on which Chairman servesperiod.

Chairman Compensation. a. As compensation for serving as chairman, manager director and board committee member, the Company shall pay to Chairman an annual fee of Twenty-Five Thousand Dollars (US $25,000.00) (the “Chairman Fee"”) and shall grant an annual option valued at approximately Six Thousand Two Hundred Fifty Dollars (US $6,250.00) (the “Chairman Option”) to purchase Six Thousand Two Hundred Fifty (6,250) common units of Rio Vista Energy Partners L.P. (), such option value determined in accordance with the “Partnership”)Company’s usual accounting procedures, providing Chairman the right, but not the obligation, to buy such units shares of the Company’s common stock at an exercise price equal to not less than one hundred percent (100%) of the fair market value of such units shares on the day of the grant, for a period of not more than five (5) years. Fair market value shall be determined in accordance with the equity stock plan under which the Chairman Option is granted and otherwise in accordance with applicable law and regulation. In lieu of determining calculating the number of units shares subject to the Chairman Option based on a fixed number of unitsdollar valuation, the Board of Managers Directors may, in its sole discretion, grant the Chairman Option based solely on a fixed dollar valuation number of the option itself, such value determined in accordance with the Company’s usual accounting proceduresshares. As a condition to the exercise of the Chairman Option, the Board of Managers Directors may, in its sole discretion, impose a condition of continued services for a period of not more than one (1) year following the date of grant. b. As compensation for performance of additional Board Services and Committee Services, the Company shall pay to Chairman an additional fee of One Thousand Two Hundred Fifty Dollars (US $1,250.00) per Working Day (the “Additional Fees”) except as otherwise set forth herein. “Working Day” means a calendar day during which Chairman provides significant Board Services or Committee Services to the Company, including without limitation the attendance of meetings of the Board of Managers Directors and any committees of the Board of ManagersDirectors, and specifically including days spent solely or primarily in travel to or from locations at which Chairman provides Board Services or Committee Services. Chairman shall not receive any Additional Fees for preparing for and attending on an annual basis four (4) quarterly meetings of the Board of ManagersDirectors, four (4) quarterly meetings of any committee of the Board of Managers Directors of which Chairman is a member, one (1) annual meeting of the members of the Company, member and one (1) annual meeting of unitholders of the Partnershipstockholders, if any. Each payment of Additional Fees is subject to review and approval by the Board of ManagersDirectors. No Additional Fees shall be paid to Chairman if, under any applicable law, regulation or rule, such payment would disqualify Chairman from membership on the Board of Managers Directors or any board committee on which Chairman serves.