0001384072-13-000065 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BRITT PENCE
Employment Agreement • July 11th, 2013 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective as of January 1, 2013 (the “Effective Date”), 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 (“Executive”).

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VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • July 11th, 2013 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS RESTRICTED UNIT AWARD AGREEMENT (the “Agreement”) is made as of _____________________, 20____ between Vanguard Natural Resources, LLC (the “Company”), and Britt Pence (“Executive”), pursuant to the terms and conditions of the Vanguard Natural Resources, LLC Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”), and that certain Amended and Restated Employment Agreement between Executive and the Company dated effective May 15, 2013, as the same may be amended from time to time (the “Employment Agreement”). A copy of the Plan has been furnished to Executive, which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, 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.

VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT
Phantom Unit Award Agreement • July 11th, 2013 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS PHANTOM UNIT AWARD AGREEMENT (the “Agreement”) is made as of _____________________, 20____ between Vanguard Natural Resources, LLC (the “Company”), and Britt Pence (“Executive”), pursuant to the terms and conditions of the Vanguard Natural Resources, LLC Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”), and that certain Amended and Restated Employment Agreement between Executive and the Company dated effective May 15, 2013, as the same may be amended from time to time (the “Employment Agreement”). A copy of the Plan has been furnished to Executive, which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, 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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