0001070412-17-000017 Sample Contracts

CONSOL ENERGY INC. EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • February 8th, 2017 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • Delaware

This Performance Share Unit Award Agreement set forth below (this “Agreement”) is dated as of the grant date (the “Grant Date”) set forth on Exhibit A and is between CONSOL Energy Inc., a Delaware corporation (the “Company”), and the individual to whom the Compensation Committee of the Board of Directors (the “Committee”) of the Company has made this Performance Award and whose name is set forth on Exhibit A (the “Participant”).

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AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 8th, 2017 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania

THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of February 7, 2017 (the "Effective Date"), is made between CNX Coal Resources GP LLC, CNX Center, 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317, a Delaware limited liability company (the “General Partner”), in its capacity as the general partner of CNX Coal Resources LP, a Delaware limited partnership (“Company”), CONSOL Pennsylvania Coal Company LLC, a Delaware limited liability company (“CPCC”), and CONSOL Energy Inc., CNX Center, 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317, a Delaware corporation ("CONSOL"; the General Partner, the Company, CPCC, and CONSOL are referred to herein as the “CONSOL Companies”), and James A. Brock (the "Executive").

FIRST AMENDMENT TO EXCHANGE AGREEMENT
Exchange Agreement • February 8th, 2017 • CONSOL Energy Inc • Bituminous coal & lignite surface mining

This First Amendment to Exchange Agreement (this “Amendment”), is dated as of December 1, 2016 (the “Execution Date”), by and between CNX Gas Company LLC, a Virginia limited liability company (“CONSOL”), on the one part, and Noble Energy, Inc., a Delaware corporation (“Noble”), on the other part. Noble and CONSOL may be referred to collectively as the “Parties” or individually as a “Party.” Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Exchange Agreement (as defined below).

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