PVG GP, LLC Amended & Restated Non-Employee Directors Deferred Compensation Plan



 Exhibit 10.4 
 PVG GP, LLC 
 AMENDED AND RESTATED 
 NON-EMPLOYEE DIRECTORS 
 DEFERRED COMPENSATION PLAN 
 Effective January 1, 2008 







 PVG GP, LLC 
 AMENDED AND RESTATED 
 NON-EMPLOYEE DIRECTORS 
 DEFERRED COMPENSATION PLAN 
 TABLE OF CONTENTS 
  

							
	 	    	 	  	 	  	Page
	 ARTICLE I
	    	PURPOSE AND EFFECTIVE DATE	  		  	1
	 1.1. Purpose
	  	1
	 1.2. Effective Date
	  	1
				
	 ARTICLE II
	    	DEFINITIONS	  		  	1
			
	 ARTICLE III
	    	ELIGIBILITY	  	5
	 3.1. Eligibility
	  	5
	 3.2. Participation and Deferral Agreements
	  	5
				
	 ARTICLE IV
	    	CONTRIBUTIONS	  		  	5
	 4.1. Fee Deferrals.
	  	5
	 4.2. Unit Award Deferrals.
	  	6
	 4.3. Automatic Unit Distribution Deferral.
	  	6
				
	 ARTICLE V
	    	DETERMINATION OF ACCOUNTS	  		  	7
	 5.1. Account Establishment
	  	7
	 5.2. Deferrals
	  	7
	 5.3. Earnings on Fee Deferrals and Unit Distributions
	  	7
	 5.4. Distributions.
	  	7
	 5.5. Adjustments.
	  	7
				
	 ARTICLE VI
	    	VESTING	  		  	8
	 6.1. Fee Deferrals
	  	8
	 6.2. DCUs.
	  	8
	 6.3. DRUs
	  	8
	 6.4. Unit Distributions.
	  	8
	 6.5. Change of Control
	  	8
				
	 ARTICLE VII
	    	DISTRIBUTIONS	  		  	8
	 7.1. Normal Distribution Date
	  	8
	 7.2. Alternative Distribution Election
	  	8
	 7.3. Hardship Withdrawals.
	  	9
	 7.4. Death Benefits.
	  	9
	 7.5. Form of Payment.
	  	9
	 7.6. Special 409A Transition Election
	  	9

  

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	 ARTICLE VIII
	    	NO FUNDING	  		  	9
				
	 ARTICLE IX
	    	ADMINISTRATION	  		  	10
	 9.1. Administration
	  	10
	 9.2. Administrative Review
	  	10
	 9.3. General
	  	10
				
	 ARTICLE X
	    	AMENDMENT, DISCONTINUANCE AND TERMINATION	  		  	10
			
	 ARTICLE XI
	    	MISCELLANEOUS	  	11
	 11.1. No Rights to Board Membership.
	  	11
	 11.2. Rights of Participants to Benefits
	  	11
	 11.3. No Assignment
	  	11
	 11.4. Withholding.
	  	11
	 11.5. Account Statements
	  	11
	 11.6. Number
	  	11
	 11.7. Titles
	  	11
	 11.8. Governing Law
	  	11
	 11.9. Other Plans.
	  	11
	 11.10. Section 409A.
	  	12

  

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 PVG GP, LLC 
 AMENDED AND RESTATED 
 NON-EMPLOYEE DIRECTORS 
 DEFERRED COMPENSATION PLAN 
 ARTICLE I 
 PURPOSE AND EFFECTIVE DATE 
 1.1.
Purpose. The Plan is intended to provide deferred compensation for non-employee directors of PVG GP, LLC. The Plan is an unfunded plan that does not cover any employees and thus is not subject to the Employee Retirement Income Security Act of
1974, as amended, nor is it intended to qualify under section 401(a) of the Code. The Plan is intended to comply with section 409A of the Code and the regulations thereunder. 
 1.2. Effective Date. The Plan was originally effective December 31, 2006. The Plan as amended and restated herein is effective
January 1, 2008. 
 ARTICLE II 
 DEFINITIONS 
 As used herein, the following terms shall have the following meanings: 
 2.1. “Account” means the bookkeeping reserve account established and maintained for each Participant pursuant to Article V solely to
determine the amount payable to the Participant pursuant to Article VII and shall not constitute a separate fund of assets. Each such Account shall consist of such subaccounts as the Committee deems necessary or desirable for the administration of
the Plan. 
 2.2. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or
more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 
 2.3.
“Beneficiary” means the person(s), trust(s) or other entities the Participant designates, in accordance with procedures established by the Committee, to receive any benefits under the Plan after the death of the Participant. If the
Participant has not designated a Beneficiary, or if no Beneficiary survives the Participant, the Participant’s rights related to Common Units under the terms of the Long-Term Incentive Plan and the aggregate amount of Fee Deferrals (and
earnings thereupon) credited to the Participant’s Account shall pass by will or the laws of descent and distribution. 
 2.4.
“Board” means the Board of Directors of the Company. 
 2.5. “Cessation of Service” means the removal of a
Director from the Board pursuant to applicable provisions of the Company’s limited liability company agreement or the 

  

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voluntary resignation by a Director of his or her membership on the Board. The term “Cessation of Service” shall be interpreted in a manner
consistent with the separation from service rules under section 409A of the Code. 
 2.6. “Change of Control” shall be
deemed to have occurred upon the occurrence any of the following events: 
 (a) The acquisition, after December 31, 2006, directly or
indirectly, by any Person (as defined below) or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of “beneficial ownership” (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of: 
 (i) equity securities of Penn Virginia Corporation, a Virginia corporation
(“PVA”) that entitle the “beneficial owners” thereof to control more than fifty percent (50%) of the combined voting power of PVA, 
 (ii) equity securities of the Company that entitle the “beneficial owners” thereof to control more than fifty percent (50%) of the total combined voting power of the Company, or 
 (iii) equity securities of the Partnership that entitle the “beneficial owners” thereof to control more than fifty percent (50%) of the
total combined voting power of Common Units of the Partnership; 
 provided, however, any acquisition, directly or indirectly, by or from PVA, the Company,
the Partnership or any Affiliate of PVA, or by any employee benefit plan (or related trust) sponsored or maintained by PVA or any Affiliate, shall not constitute a Change of Control. 
 (b) Approval, after December 31, 2006, by the equity security holders of PVA or the Partnership or the occurrence of a merger, reorganization,
consolidation, exchange of equity interests, recapitalization, restructuring or other business combination that results in beneficial ownership of more than fifty percent (50%) of the total voting power of PVA or the Partnership being
transferred to a Person (as defined below), unless the equity security holders of PVA or the Partnership, as applicable, immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction, at least a
majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction or the Person acquiring such properties and assets, entitled to vote generally on the election of such resulting or acquiring
Person’s directors, in substantially the same proportion as their ownership of such equity securities immediately before such transaction; 
 (c) Approval, after December 31, 2006, by the equity security holders of PVA or the Partnership or the occurrence of a sale of all or substantially all of the assets of PVA or the Partnership to a Person other than PVA or any of its
Affiliates; or 
 (d) Individuals who, after December 31, 2006, constitute the Board and any new director (other than a director
designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (a), clause (b) or clause (c) of this definition or any such individual whose initial assumption of office occurs as a


  

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result of either an actual or threatened election contest (as such terms are used in Rule 14a-l 1 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents) whose election by the Board or nomination for election by the Company’s equity security holders was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board. 
 2.7. “Code” means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. 
 2.8. “Committee” means the Compensation Committee of the Board or such other committee or subcommittee of the Board appointed by the
Board to administer the Plan. 
 2.9. “Common Unit” means a Common Unit of the Partnership as defined in the Partnership
Agreement and awarded under the Long Term Incentive Plan. 
 2.10. “Company” means PVG GP, LLC. 
 2.11. “Deferral Agreement” means the written agreement entered into between the Participant and the Company pursuant to Article III.

 2.12. “Deferred Common Unit” or “DCU” means a notional entry that is entered in a Participant’s
Account and that represents the right to one Common Unit in accordance with the terms of the Long-Term Incentive Plan. 
 2.13.
“Deferred Restricted Unit” or “DRU” means a notional entry that is entered in a Participant’s Account and that represents the right to one Restricted Unit in accordance with the terms of the Long-Term Incentive
Plan (and subject to the restrictions contained therein). 
 2.14. “Fee” means base compensation for services as a
Non-Employee Director and shall include (a) the annual retainer, (b) board and committee meeting fees and (c) any other additional compensation for services as a Non-Employee Director. Fees shall not include expense allowances or
reimbursements. 
 2.15. “Fee Deferrals” means part or all of Fees, the receipt of which is deferred by the Participant
pursuant to Section 4.1. 
 2.16. “Long-Term Incentive Plan” or “LTIP” means the PVG GP, LLC Amended
and Restated Long-Term Incentive Plan, as amended from time to time. 
 2.17. “Non-Employee Director” means each director of
the Company who is not an employee of the Company or any of the Company’s subsidiaries (as defined in section 425(f) of the Code). 
  

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 2.18. “Normal Distribution Date” means January 1 of the calendar year following the
calendar year of the earlier to occur of the Participant’s attainment of age 70 or Cessation of Service. 
 2.19.
“Participant” means an individual who is eligible to participate in the Plan pursuant to Article III and who has delivered an executed Deferral Agreement to the Committee in accordance with the provisions of Article III. Such
individual shall remain a Participant in the Plan until such time as all benefits payable under the Plan have been paid in accordance with the provisions hereof or the Plan is terminated in accordance with Article X. 
 2.20. “Partnership” means Penn Virginia GP Holdings, L.P., a Delaware limited partnership. 
 2.21. “Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of
October 23, 2007, as amended from time to time. 
 2.22. “Person” means a “person” as defined in section
3(a)(9) of the Exchange Act, as modified, applied and used in sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (a) PVA, the Company, the Partnership or any of their respective subsidiaries, (b) a trustee or
other fiduciary holding securities under an employee benefit plan of PVA, the Company, the Partnership or any of their respective subsidiaries (in its capacity as such), (c) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of PVA in substantially the same character and proportions as their ownership of equity of PVA. 
 2.23. “Plan Year” means the calendar year. 
 2.24. “Restricted Unit” means a “Restricted Unit” granted under the LTIP and subject to the restrictions thereunder. 
 2.25. “Tranche” means the amount of Fee Deferral and Award Deferrals credited to a Participant’s Account during any one Plan Year.

 2.26. “Unit” means a Common Unit or a Restricted Unit. 
 2.27. “Unit Award” means an “Award” under the Long-Term Incentive Plan, which is subject to deferral hereunder and is either a
Unit or a Restricted Unit granted thereunder. 
 2.28. “Unit Award Deferrals” means part or all of the Unit Awards payable
under the Long-Term Incentive Plan, the receipt of which is deferred by the Participant pursuant to Section 4.2. 
 2.29. “Unit
Distribution” means distributions made under the terms of the LTIP with respect to any Unit deferred under this Plan 
  

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 2.30. “Valuation Date” means the business day used for purposes of valuing the Fee
Deferrals and Unit Award Deferrals credited to a Participant’s Account prior to a distribution described in Article VII. 
 ARTICLE
III 
 ELIGIBILITY 
 3.1.
Eligibility. Each Non-Employee Director who is selected by the Committee shall be eligible to become a Participant by submitting a Deferral Agreement in accordance with Section 3.2. An eligible Director shall remain eligible to submit a
Deferral Agreement until such time as the Committee affirmatively revokes such Director’s eligibility. Eligible Directors, whether their eligibility has been revoked or not, shall remain Participants in the Plan until such time as all benefits
payable under the Plan have been paid in accordance with the provisions hereof or the Plan has been terminated in accordance with Article X. 
 3.2. Participation and Deferral Agreements. To become a Participant and receive credit for Fee Deferrals and Unit Award Deferrals in such Participant’s Account, an eligible Non-Employee Director must deliver an executed Deferral
Agreement in the form and manner prescribed by the Committee and in accordance with the restrictions described in this Section 3.2. A Director may separately elect to defer Unit Awards (both Common Units and Restricted Units) and Fees.

 (a) Newly Eligible Directors. Each Director who first becomes eligible to participate in the Plan after January 1 of a Plan
Year may elect to participate in the Plan by delivering an executed Deferral Agreement to the Committee within thirty (30) days after the Committee notifies the Director of his or her eligibility to participate. Such Deferral Agreement shall be
effective with regard to the Fees earned and Unit Awards that are to be granted for periods beginning on the effective date of such Director’s Deferral Agreement. 
 (b) Previously Eligible Directors. Except as provided in Section 3.2(a) above, an eligible Director may make a deferral election with respect to a subsequent Plan Year by delivering an executed Deferral
Agreement to the Committee on or before December 31 of the year immediately preceding the Plan Year to which such deferral election is to apply. 
 (c) Subsequent Elections. A Participant’s executed Deferral Agreement with respect to Fee Deferrals and Unit Award Deferrals shall be effective only with respect to the specific Plan Year to which such
Deferral Agreement applies and shall not be effective for any subsequent Plan Year. 
 ARTICLE IV 
 CONTRIBUTIONS 
 4.1. Fee Deferrals.

 (a) Pursuant to the Deferral Agreement, a Participant may defer the receipt of all or any portion of Fees payable by the Company to the
Participant for services to be 

  

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performed during a Plan Year. The Participant’s executed Deferral Agreement, delivered to the Committee in accordance with the provisions of
Section 3.2, shall set forth an exact whole dollar amount or a whole percentage of Fees to be deferred. A Fee Deferral election with respect to any Plan Year is irrevocable once the applicable executed Deferral Agreement is delivered to the
Committee. A Fee Deferral election shall be automatically revoked in the event the Director is permitted to take a distribution due to financial hardship. Such a Director shall not be eligible to make a new Fee Deferral election under the Plan.

 (b) The amount of any Fees deferred with respect to any Plan Year shall reduce the amount of such Fees otherwise payable to the
Participant as of the date such payment otherwise would have been made, and the amount of such reduction shall be allocated to the Participant’s Account effective as of the date the applicable Fees would otherwise have been payable. 

(c) In determining the percentage amount of any Fee Deferral, the Participant’s full Fee shall be considered without regard to any deferrals made
under the Plan. In no event shall a Participant be permitted to make Fee Deferrals that exceed 100% of his or her Fees. 
 4.2. Unit Award
Deferrals. 
 (a) A Participant may separately elect to defer the receipt of all or a portion of Unit Awards under the LTIP. The
Participant’s executed Deferral Agreement, delivered to the Committee in accordance with the provisions of Section 3.2, shall set forth a whole number or percentage of the type of Unit Award to be deferred. A Unit Award Deferral election
with respect to a Plan Year is irrevocable once the applicable executed Deferral Agreement is delivered to the Committee. A Unit Award Deferral election shall be automatically revoked in the event the Director is permitted to take a distribution due
to financial hardship. Such a Director shall not be eligible to make a new Unit Award Deferral election under the Plan. 
 (b) The amount of
any Unit Awards deferred with respect to any Plan Year shall reduce the amount of such Unit Awards otherwise due to the Participant as of the date such Unit Awards otherwise would have been made, and the amount of such reduction shall be allocated
to the Participant’s Account effective as of the date the applicable Unit Award would otherwise have been made. 
 (c) A Common Unit
shall be credited as a DCU to the Participant’s Account. 
 (d) A Restricted Unit shall be credited as a DRU to the Participant’s
Account. 
 4.3. Automatic Unit Distribution Deferral. 
 (a) If a Participant elects to defer the receipt of any Unit Awards in accordance with Section 4.2, such Participant automatically shall be deemed to have elected to 

  

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defer the receipt of each Unit Distribution payable with respect to the underlying Unit Award deferred hereunder. 
 (b) Any Unit Distribution deferred in accordance with this shall be credited to a Participant’s Account in the same manner as Fee Deferrals.

 ARTICLE V 
 DETERMINATION OF
ACCOUNTS 
 5.1. Account Establishment. The Committee shall establish an Account on behalf of each Participant. The
establishment of an Account shall not require segregation of any funds of the Company or provide any Participant with any rights to any assets of the Company, except as a general creditor thereof. A Participant shall have no right to receive payment
of any amount credited to the Participant’s Account except as expressly provided in Article VI of this Plan. 
 5.2. Deferrals.
Each Participant’s Account as of the Valuation Date shall consist of Fee Deferrals, DRUs and DCUs credited to the Participant’s Account. Each Account shall consist of such subaccounts as the Committee deems necessary or desirable to
determine the amounts payable by Tranche if different distribution elections apply with respect to such Tranches. 
 5.3. Earnings on Fee
Deferrals and Unit Distributions. The Fee Deferrals and Unit Distribution portion of a Participant’s Account shall be credited with earnings quarterly, as if the balance of that portion of such Participant’s Account which represents
Fee Deferrals and Unit Distributions as of the first day of such quarter on the first day of each quarter has been invested at a rate equal to the prime rate as correctly published in the Wall Street Journal on the last business day of the
immediately preceding quarter. 
 5.4. Distributions. Any Unit Distributions payable with respect to Units underlying DRUs or DCUs,
shall be credited with interest in the same manner as Fee Deferrals as described in Section 5.3. 
 5.5. Adjustments. In the
event of any distribution (whether in the form of cash, Common Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off combination, repurchase, or exchange of
Common Units or other securities of the Partnership, issuance of warrants or other rights to purchase Common Units or other securities of the Partnership, or other similar transaction or event affecting the Common Units, then the Committee shall, in
such manner as it may deem equitable, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the LTIP, adjust any or all of (i) the number and type of Common Units (or other
securities or property) with respect to which Unit Awards may be granted, and (ii) the number and type of Common Units (or other securities or property) subject to outstanding Unit Awards; provided, that the number of Common Units subject to
any Unit Award shall always be a whole number. 
  

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 ARTICLE VI 
 VESTING 
 6.1. Fee Deferrals. A Participant shall be one hundred percent (100%) vested at all
times in the amounts of Fees elected to be deferred under the Plan and earnings credited thereon. 
 6.2. DCUs. A Participant shall be
one hundred percent (100%) vested at all times in the DCUs credited to the Participant’s Account. 
 6.3. DRUs. DRUs
credited to a Participant’s Account shall be subject to the same vesting and forfeiture restrictions that apply to the underlying Restricted Units on which such DRU is credited. 
 6.4. Unit Distributions. Unit Distributions paid with respect to any Unit underlying a DCU or DRU will be 100% vested at all times. 
 6.5. Change of Control. Upon a Change of Control, all DRUs credited to a Participant’s Account shall automatically vest and become payable in
full in accordance with the terms of the Long-Term Incentive Plan. For this purpose, DRUs shall only be paid if the transaction constituting a Change of Control is a “change in control event” within the meaning of section 409A of the Code
and the regulations thereunder. 
 ARTICLE VII 
 DISTRIBUTIONS 
 7.1. Normal Distribution Date. Unless the Participant has elected another
available distribution date in his or her executed Deferral Agreement or the Participant dies prior to such date, the vested portion of a Participant’s Account shall be distributed to the Participant on the Participant’s Normal
Distribution Date. 
 7.2. Alternative Distribution Election. For each Plan Year, a Participant may elect to receive
benefit distributions under the Plan on a date selected in the Participant’s Deferral Agreement for the applicable Plan Year. In no event shall the date selected be earlier than the first day of the calendar year beginning after the third
anniversary of the filing of the applicable Deferral Agreement under Section 3.2. A Participant may file an amendment to defer further the receipt of a Tranche (and earnings credited thereon) (or a portion of the Tranche) under this paragraph
only three times, and each amendment (a) must provide for a payout under this Section at a date at least sixty (60) months after the payout date under the election in force for such Tranche immediately prior to the filing of such an
amendment, (b) must be filed with the Committee at least twelve (12) months prior to the date on which the first scheduled payment was to occur under the election then in force and (c) may not take effect until at least twelve
(12) months after the date on which the election is made. Any such election change shall be made in accordance with the requirements of section 409A of the Code and the regulations thereunder and no subsequent election may result in an
impermissible acceleration of payment as described in section 409A of the Code and the regulations thereunder.  
  

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 7.3. Hardship Withdrawals. The Committee shall establish procedures under which a Participant may
request a withdrawal of some or all of the Participant’s Account in the event of an unforeseeable severe financial emergency. In general, an unforeseeable severe financial emergency would include circumstances resulting from a sudden and
unexpected illness or accident of the Participant or of the Participant’s spouse or dependent, uninsured loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant and for which the resulting financial hardship cannot be reasonably relieved through other sources of funds or by cessation of deferrals under this Plan. The Committee, in its sole and absolute
discretion, shall determine whether any such financial emergency warrants a withdrawal from the Participant’s Account and shall determine the amount of such withdrawal so as to limit the withdrawal to that amount (including a reasonable amount
for taxes) that is required to satisfy the emergency need. In no event shall DRUs be subject to hardship withdrawals prior to the expiration of any restrictions on the underlying Restricted Units. The Committee shall administer hardship withdrawals
in accordance with the provisions of section 409A(a)(2)(B)(ii) of the Code. 
 7.4. Death Benefits. Notwithstanding Sections 7.1 and
7.2, upon the death of a Participant, the Company shall pay to the Participant’s Beneficiary the vested portion of the Participant’s Account within ninety (90) days following the date of the Participant’s death. 
 7.5. Form of Payment. 
 (a) Fee
Deferrals and Unit Distributions. Fee Deferrals, Unit Distributions and earnings credited thereon shall be paid in a cash lump sum. 
 (b) Unit Award Deferrals. Unit Award Deferrals shall be payable in Units in accordance with the terms of the LTIP with respect to the type of Unit awarded (Restricted Unit or Common Unit). 
 7.6. Special 409A Transition Election. In accordance with procedures and in a form established by the Committee, to the extent permitted under
section 409A of the Code and the regulations issued thereunder, a Participant may make a one-time special election to change the date of distribution with respect to all or a portion of his Account on or before December 31, 2007 on such terms
as shall be determined by the Committee; provided, however, that such one-time special election may not postpone a distribution that otherwise would be made in 2007 and may not accelerate a distribution otherwise scheduled for a later year into
2007. 
 ARTICLE VIII 
 NO FUNDING

 The obligations of the Company to distribute benefits under this Plan shall be interpreted solely as an unfunded, contractual obligation
to distribute only those amounts credited to the Participant’s Account pursuant to Article V in the manner and under the conditions prescribed in Articles VI and VII. Any assets set aside, including any assets transferred to a grantor trust or
purchased by the Company with respect to amounts payable under the Plan, shall be subject to the claims of the Company’s general creditors, and no person other than the Company shall, by virtue of the provisions of the Plan, have any interest
in such 

  

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assets. All amounts deferred pursuant to this Plan may, in the Committee’s discretion, be transferred to an irrevocable grantor trust as soon as
practicable after such amounts are allocated to a Participant’s Account pursuant to Article IV. 
 ARTICLE IX 
 ADMINISTRATION 
 9.1. Administration.
The Plan shall be administered by the Committee. The Committee shall have authority to act to the full extent of its absolute discretion to: 
 (a) interpret the Plan; 
 (b) resolve and determine all disputes, questions or claims arising under the Plan, including the power
to determine the rights of Participants and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies or omissions in the Plan; 
 (c) create and revise rules and procedures for the administration of the Plan and prescribe such forms as may be required for Participants to make elections under, and otherwise participate in, the Plan; and

 (d) take any other actions and make any other determinations as it may deem necessary and proper for the administration of the Plan.

 Any expenses incurred in the administration of the Plan shall be paid by the Company. 
 9.2. Administrative Review. Except as the Committee may otherwise determine, all decisions and determinations by the Committee shall be final and
binding upon all Participants and Beneficiaries. 
 9.3. General. No member of the Committee shall participate in any matter involving
any questions or decisions relating solely to his or her own participation or benefits under the Plan. The Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith
reliance upon the advice or opinion of any persons, firms or agents retained by it, including but not limited to accountants, actuaries, counsel and other specialists. Nothing in this Plan shall preclude the Company from indemnifying the members of
the Committee for all actions under this Plan, or from purchasing liability insurance to protect such persons with respect to the Plan. 
 ARTICLE X 
 AMENDMENT, DISCONTINUANCE AND TERMINATION 
 Except as required by the rules of the principal securities exchange on which the Common Units are traded, the Board or the Committee shall have the right to amend, modify, discontinue or terminate the Plan in any
manner; provided, however, that no amendment, modification, discontinuance or termination shall adversely affect the rights of Participants to 

  

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amounts credited to the Accounts maintained on their behalf before such amendment, modification, discontinuance or termination. In the case of termination of
the Plan, any amounts credited to the Account of a Participant may, in the sole discretion of the Committee, be distributed in full to such Participant as soon as reasonably practicable following such termination; provided, that any such
distribution shall be made in accordance with the applicable requirements of Treas. Reg. section 1.409A-3(j)(4)(ix). 
 ARTICLE XI 

MISCELLANEOUS 
 11.1. No Rights to Board
Membership. Nothing in the Plan shall confer on any Director any right to continue as a member of the Board of the Company or its subsidiaries or interfere in any way with the right of the Company, its subsidiaries and each of their equity
holders to remove or not re-elect an individual from or to the Board. 
 11.2. Rights of Participants to Benefits. All rights of a
Participant under the Plan to amounts credited to the Participant’s Account are mere unsecured contractual rights of the Participant (or his or her Beneficiary) against the Company. 
 11.3. No Assignment. No amounts credited to Accounts nor any rights or benefits under the Plan shall be subject in any way to voluntary or
involuntary alienation, sale, transfer, assignment, pledge, attachment, garnishment, execution, or encumbrance, and any attempt to accomplish the same shall be void. 
 11.4. Withholding. The Company shall have the right to deduct from any distribution made hereunder any taxes required by law to be withheld from a Participant with respect to such payment, and, shall have the
right, in accordance with this Section and Section 8(b) of the Long-Term Incentive Plan, to require that a portion of a Participant’s Account distribution (in cash, Common Units or other property) be payable as may be necessary in the
opinion of the Company to satisfy its withholding obligations for the payment of such taxes. 
 11.5. Account Statements. Periodically
(as determined by the Committee), each Participant shall receive a statement indicating the amounts (and earnings thereupon, if applicable) credited to and payable from the Participant’s Account. 
 11.6. Number. The singular shall be read in the plural, and vice versa, whenever the context shall so require. 
 11.7. Titles. The titles to articles and sections in this Plan are placed herein for convenience of reference only, and the Plan is not to be
construed by reference thereto. 
 11.8. Governing Law. The validity, construction and effect of the Plan and any rules or regulations
relating to the Plan shall be determined in accordance with the laws of the state of Delaware without regard to its conflict of laws principles. 
 11.9. Other Plans. Except as specifically provided herein, nothing in this Plan shall be construed to affect the rights of a Participant, a Participant’s Beneficiaries, or a 

  

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Participant’s estate to receive any retirement or death benefit under any tax-qualified or nonqualified pension plan, deferred compensation agreement,
insurance agreement or other retirement plan of the Company. 
 11.10. Section 409A. The Plan is intended to comply with the
applicable requirements of section 409A of the Code and the regulations promulgated thereunder, and shall be administered in accordance with section 409A of the Code to the extent section 409A of the Code applies to the Plan. All payments to be made
upon a termination of employment or service under the Plan shall only be made upon a “separation from service” under section 409A of the Code. Notwithstanding anything in the Plan to the contrary, deferral elections and distributions from
the Plan shall only be made in a manner and upon an event permitted by section 409A of the Code. Except with respect to elections made in accordance with Article VII, in no event shall a Participant, directly or indirectly, designate the calendar
year of payment. 
  

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