0001384072-10-000038 Sample Contracts

VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • August 4th, 2010 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS RESTRICTED UNIT AWARD AGREEMENT (the “Agreement”) is made as of June 13, 2010 between Vanguard Natural Resources, LLC (the “Company”), and Britt Pence (the “Executive”) pursuant to the terms and conditions of the Company’s Long-Term Incentive Plan (the “Plan”) and that certain Employment Agreement between Executive and the Company effective as of May 15, 2010 (the “Employment Agreement”). A copy of the Plan is being furnished to the Executive concurrently with the execution of this Agreement which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, the Executive acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

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VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT
Award Agreement • August 4th, 2010 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS PHANTOM UNIT AWARD AGREEMENT (the “Agreement”) is made as of June 18, 2010 between Vanguard Natural Resources, LLC (the “Company”), and Britt Pence (the “Executive”) pursuant to the terms and conditions of the Company’s Long-Term Incentive Plan (the “Plan”) and that certain Employment Agreement between Executive and the Company effective as of May 15, 2010 (the “Employment Agreement”). A copy of the Plan is being furnished to the Executive concurrently with the execution of this Agreement which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, the Executive acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

EMPLOYMENT AGREEMENT BRITT PENCE
Employment Agreement • August 4th, 2010 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas

This EMPLOYMENT AGREEMENT, dated June 18, 2010 but effective as of May 15, 2010, is by and between VNR Holdings, LLC, a Delaware limited liability company (“VNR”), Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”) and Britt Pence (the “Executive”).

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