Third Amended and Restated Long-Term Incentive Plan


 Exhibit 10.1 
 PENN VIRGINIA RESOURCE GP, LLC 
 THIRD AMENDED AND RESTATED 
 LONG-TERM INCENTIVE PLAN 
  

	SECTION 1.	Purpose of the Plan. 

 The Penn Virginia Resource
GP, LLC Third Amended and Restated Long-Term Incentive Plan, as amended and restated herein effective January 1, 2008 (the “Plan”) is intended to promote the interests of Penn Virginia Resource Partners, L.P., a Delaware limited
partnership (the “Partnership”), by providing to employees and directors of Penn Virginia Resource GP, LLC (the “Company”) and its Affiliates who perform services for the Partnership incentive compensation awards for superior
performance that are based on Units. The Plan is also contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and
to encourage them to devote their best efforts to the business of the Partnership, thereby advancing the interests of the Partnership and its partners. 
  

	SECTION 2.	Definitions. 

 As used in the Plan, the following
terms shall have the meanings set forth below: 
 “Account” means the bookkeeping reserve account established and maintained for
each Director pursuant to Section 6(d)(iii) hereof solely to determine the amount of Deferred Common Units payable to the Director pursuant to Section 6(d)(i) 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. 
 “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. 
 “Award” means an Option, Unit, Restricted Unit, Phantom Unit or Deferred Common Unit granted under the Plan, and shall include any tandem DERs
granted with respect to a Phantom Unit. 
 “Board” means the Board of Directors of the Company. 
 “Change of Control” means: 
 (a) with respect to non-Grandfathered Amounts, the term “Change of Control” shall have the same meaning ascribed to the term “change in control event” under section 409A of the Code. 
 (b) with respect to Grandfathered Amounts, the term “Change of Control” shall be deemed to have occurred upon the occurrence of
one or more of the following events: (i) any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or 







 
substantially all of the assets of the Partnership or the Company to any Person or its Affiliates, other than the Partnership, the Company or any of their
Affiliates, (ii) any merger, reorganization, consolidation or other transaction pursuant to which more than 50% of the combined voting power of the equity interests in the Company ceases to be owned by Persons who own such interests as of
October 30, 2001, (iii) a “change of control” of Penn Virginia Corporation, as provided in its Fourth Amended and Restated 1999 Employee Stock Incentive Plan, as amended from time to time, or (iv) the general partner
(whether the Company or any other Person) of the Partnership ceases to be an Affiliate of Penn Virginia Corporation. 
 “Code”
means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. 
 “Committee” means the
Compensation and Benefits Committee of the Board or such other committee of the Board appointed by the Board to administer the Plan. 
 “Deferred Common Unit” means a bookkeeping entry representing a single Unit. 
 “DER” means a contingent right,
granted in tandem with a specific Phantom Unit, to receive an amount in cash equal to the cash distributions made by the Partnership with respect to a Unit during the period such Phantom Unit is outstanding. 
 “Director” means a member of the Board who is not an Employee. 
 “Employee” means any employee of the Company or an Affiliate who performs services for the Partnership, as determined by the Committee. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” means the closing sales price of a Unit on the applicable date (or if there is no trading in the Units on such date, on the
next preceding date on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee). In the event Units are not publicly traded at the time a determination of fair market value is required to
be made hereunder, the determination of fair market value shall be determined by the Committee pursuant to any reasonable valuation method authorized under the Code. 
 “Grandfathered Amounts” means the portion of a Participant’s Account attributable to Deferred Common Units and Unit Distributions attributable thereto that were earned and vested for purposes of section
409A of the Code as of December 31, 2004. 
 “Option” means an option to purchase Units granted under the Plan. 
 “Participant” means any Employee or Director granted an Award under the Plan. 
 “Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., as
amended from time to time. 
  

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 “Person” means an individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. 
 “Phantom Unit” means a phantom (notional) Unit granted under the Plan which upon vesting entitles the Participant to receive a Unit or an amount of cash equal to the Fair Market Value of a Unit, whichever is determined by the
Committee. 
 “Restricted Period” means the period established by the Committee with respect to an Award during which the Award
remains subject to forfeiture (is not vested) and is not exercisable by or payable to the Participant; provided, however, the Restricted Period with respect to any Award may not terminate prior to the end of the Subordination Period (as defined in
the Partnership Agreement) except (i) at the same time and in the same proportion as subordinated units are converted into Common Units, (ii) upon a Change of Control and (iii) upon death or Retirement. 
 “Restricted Unit” means a Unit granted under the Plan that remains subject to a Restricted Period. 
 “Retirement” means the voluntary termination by an Optionee or a Participant of his employment with the Company after such Optionee or
Participant has (i) reached the age of 62 and (ii) provided at least ten consecutive Years of Service. 
 “Rule 16b-3”
means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time. 
 “SEC” means the Securities and Exchange Commission, or any successor thereto. 
 “Unit” means a Common Unit of
the Partnership. 
 “Unit Distribution” means any cash distribution or other distribution paid by the Company on account of the
Units. 
 “Year of Service” means any calendar year in which an employee of the Company is paid or entitled to be paid for 1,000
hours of service. 
  

	SECTION 3.	Administration. 

 The Plan shall be administered by
the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in
writing, shall be the acts of the Committee. Subject to the following and any applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan (provided the Chief Executive Officer is a member of
the Board), including the power to grant Awards under the Plan, to the Chief Executive Officer of the Company, subject to such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any such delegation all
references in the Plan to the “Committee”, other than in Section 7, shall be deemed to include the Chief Executive Officer; provided, however, that such delegation shall not 

  

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limit the Chief Executive Officer’s right to receive Awards under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant
Awards to, or take any action with respect to any Award previously granted to, a person who is an officer subject to Rule 16b-3 or a member of the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine
the number of Units to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited;
(vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate, any Participant, and any beneficiary of any Award. 
  

	SECTION 4.	Units. 

 (a) Units Available. Subject to
adjustment as provided in Section 4(c), the number of Units with respect to which Awards may be granted under the Plan is 600,000. If any Option, Restricted Unit or Phantom Unit is forfeited or otherwise terminates or is canceled without the
delivery of Units, then the Units covered by such Award, to the extent of such forfeiture, termination or cancellation, shall again be Units with respect to which Awards may be granted. 
 (b) Sources of Units Deliverable Under Awards. Any Units delivered pursuant to an Award shall consist, in whole or in part, of Units acquired in
the open market, from any Affiliate, the Partnership or any other Person, or any combination of the foregoing, as determined by the Committee in its discretion. 
 (c) Adjustments. In the event of any distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects
the Units, then the Committee shall, in such manner as it may deem equitable and appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, adjust any or all of
(i) the number and type of Units (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Units (or other securities or property) subject to outstanding Awards, and (iii) the grant or
exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, that the number of Units subject to any Award shall always be a whole number. 
  

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	SECTION 5.	Eligibility. 

 Any Employee or Director shall be
eligible to be designated a Participant and receive an Award under the Plan, except that only Directors shall be eligible to receive Deferred Common Units. 
  

	SECTION 6.	Awards. 

 (a) Options. The Committee shall
have the authority to determine the Employees and Directors to whom Options shall be granted, the number of Units to be covered by each Option, the purchase price therefor and the conditions and limitations applicable to the exercise of the Option,
including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan. 
 (i) Exercise Price. The purchase price per Unit purchasable under an Option shall be determined by the Committee at the time the
Option is granted and may not be less than its Fair Market Value as of the date of grant. 
 (ii) Time and Method of
Exercise. The Committee shall determine the Restricted Period, i.e., the time or times at which an Option may be exercised in whole or in part, which may include, without limitation, accelerated vesting upon the achievement of specified
performance goals, and the method or methods by which payment of the exercise price with respect thereto may be made or deemed to have been made, which may include, without limitation, cash, check acceptable to the Company, a
“cashless-broker” exercise through procedures approved by the Company, other securities or other property, a recourse note from the Participant in a form acceptable to the Company, or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price. 
 (iii) Forfeiture. Except as otherwise provided in the terms
of the Option grant, upon termination of a Participant’s employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason other than Retirement during the applicable Restricted Period, all
Options shall be forfeited by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Options. 
 (b) Phantom Units. The Committee shall have the authority to determine the Employees and Directors to whom Phantom Units shall be granted, the
number of Phantom Units to be granted to each such Participant, the Restricted Period, the conditions under which the Phantom Units may become vested or forfeited, which may include, without limitation, the accelerated vesting upon the achievement
of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards, including whether DERs are granted with respect to such Phantom Units. 
 (i) DERs. The Committee, shall specify in the terms of a Phantom Unit grant whether a grant of Phantom Units will include a tandem
DER and shall specify whether such DER shall be paid directly to the Participant, be credited to a bookkeeping account (with or 

  

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without interest in the discretion of the Committee) subject to the same vesting restrictions as the tandem Award, or be subject to such other provisions or
restrictions as determined by the Committee in its discretion. Notwithstanding the foregoing however, DERs shall not be granted with respect to any Award prior to the end of the Subordination Period (as defined in the Partnership Agreement).

 (ii) Forfeiture. Except as otherwise provided in the terms of the Phantom Units grant, upon termination of a
Participant’s employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason other than Retirement during the applicable Restricted Period, all Phantom Units shall be forfeited by the
Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Phantom Units. 
 (iii) Lapse of Restrictions. Upon or as soon as reasonably practical, but not later than March 15 of the calendar year following the calendar year in which the vesting of each Phantom Unit occurs, the
Participant shall be entitled to receive from the Company one Unit or cash equal to the Fair Market Value of a Unit, as determined by the Committee in its discretion. 
 (c) Restricted Units. The Committee shall have the authority to determine the Employees and Directors to whom Restricted Units shall be granted, the number of Restricted Units to be granted to each such
Participant, the Restricted Period, the conditions under which the Restricted Units may become vested or forfeited, which may include, without limitation, the accelerated vesting upon the achievement of specified performance goals, and such other
terms and conditions as the Committee may establish with respect to such Awards. 
 (i) Forfeiture. Except as otherwise
provided in the terms of the Restricted Units grant, upon termination of a Participant’s employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason other than Retirement during the
applicable Restricted Period, all Restricted Units shall be forfeited by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Restricted Units. 
 (ii) Lapse of Restrictions. Upon or as soon as reasonably practical, but not later than March 15 of the calendar year
following the calendar year in which the vesting of each Restricted Unit occurs, the Participant shall be entitled to receive from the Company one Unit that is not subject to a Restricted Period. 
 (iii) Distributions. As provided by the Committee, in its discretion, in a grant of Restricted Units, distributions on a Restricted
Unit may be paid directly to the Participant or may be made subject to a risk of forfeiture and transfer restrictions during the Restricted Period, in which event such distributions shall be held, without interest, by the Company and paid to the
Participant upon the vesting of the related Restricted Unit or forfeited upon the forfeiture of the related Restricted Unit, as the case may be. 
  

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 (d) Deferred Common Units. The Committee shall have the authority to determine the Directors to
whom Deferred Common Units shall be awarded, the number of Deferred Common Units awarded to each such Director, the conditions under which the Deferred Common Units may become vested or forfeited, the Restricted Period, if any, and such other terms
and conditions as the Committee may establish with respect to such Awards. 
 (i) Unit Distributions. Except as otherwise provided in
the terms of the Deferred Common Unit award, on each date on which the Partnership makes a Unit Distribution (a “Unit Distribution Date”), each Director’s Account shall be credited with, at the Committee’s discretion, either
(A) an amount of cash equal to (x) the amount of cash or the fair market value of other property comprising such Unit Distribution, times (y) the number of Deferred Common Units credited to the Director’s Account as of the Unit
Distribution Date or (B) that number of Deferred Common Units equal to (x) the product of (1) the amount of cash or the fair market value of other property comprising such Unit Distribution, times (2) the number of Deferred
Common Units credited to the Director’s Account as of the Unit Distribution Date, divided by (y) the Fair Market Value on the Unit Distribution Date. 
 (ii) Deferred Common Unit Accounts. 
 (A) The Committee shall establish an Account on behalf of each
Director who receives Deferred Common Units. The establishment of an Account shall not require segregation of any funds of the Partnership or provide any Director with any rights to any assets of the Company or the Partnership, except as a general
creditor thereof. A Director shall have no right to receive payment of any amount credited to his Account except as expressly provided in Section 6(d)(iv). 
 (B) Each Director’s Account as of any Grant Date shall consist of Deferred Common Units credited to the Director’s Account and any Unit Distributions credited under 6(d)(i) above. 
 (C) Periodically (as determined by the Committee), each Director shall receive a statement indicating the amounts credited to and payable from the
Director’s Account. 
 (iii) Vesting. Except as otherwise provided in the terms of the Deferred Common Unit award, each Director
shall be 100% vested at all times in (i) the Deferred Common Units credited to such Director’s Account and (ii) Unit Distributions attributable thereto. 
 (iv) Distributions. Except as otherwise provided in the terms of the Deferred Common Unit award, the Units represented by Deferred Common Units credited to a Director’s Account and the amount attributable
to Unit Distributions credited to a Director’s Account shall be distributed to the Director on the date on which the Director ceases for any reason to be a member of the Board; provided that, upon the death of a Director, such distributions
shall be made to the beneficiary designated by such Director within 90 days of the death of such Director, or, if no such designation has been made, or if the beneficiary predeceases the Director, to the Director’s estate within 90 days of the
death of such Director. Each Deferred Common Unit shall be payable in one Unit. Unit Distributions shall be payable in cash (with or without interest), Units, or a combination of the two, as the Committee determines. To the extent that Unit
Distributions are to be paid in 

  

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Units, the amount credited to the Director’s Account attributable to Unit Distributions shall be converted to Units based on the Fair Market Value of a
Unit as of the date that is two days prior to the distribution date. 
 (e) General. 
 (i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or awards granted
under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards. 
 (ii) Limits on Transfer of Awards. 
 (A) Except as provided in (C) below, each Option shall be exercisable only by the Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or
the laws of descent and distribution. 
 (B) Except as provided in (C) below, no Award and no right under any such Award
may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate. 
 (C) To the extent specifically provided by the Committee with respect to an Option grant, an
Option may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish. In
addition, Awards may be transferred by will and the laws of descent and distribution. 
 (iii) Term of Awards. The term
of each Award shall be for such period as may be determined by the Committee. 
 (iv) Unit Certificates. All
certificates for Units or other securities of the Partnership delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the
Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Units or other securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions. The Company may issue uncertificated Units in lieu of issuing a certificate representing evidence of ownership of such Units. 
  

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 (v) Consideration for Grants. Awards may be granted for such consideration,
including services, as the Committee determines. 
 (vi) Delivery of Units or other Securities and Payment by Participant
of Consideration. Notwithstanding anything in the Plan or any grant agreement to the contrary, delivery of Units pursuant to the exercise or vesting of an Award may be deferred for any period during which, in the good faith determination of the
Committee, the Company is not reasonably able to obtain Units to deliver pursuant to such Award without violating the rules or regulations of any applicable law or securities exchange. No Units or other securities shall be delivered pursuant to any
Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award grant agreement (including, without limitation, any exercise price or tax withholding) is received by the Company. Such payment may be made by
such method or methods and in such form or forms as the Committee shall determine, including, without limitation, cash, other Awards, withholding of Units, cashless-broker exercises with simultaneous sale, or any combination thereof; provided that
the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Units or other property so tendered to the Company, as of the date of such tender, is at least equal to the full amount
required to be paid to the Company pursuant to the Plan or the applicable Award agreement. 
 (vii) Change of Control.
Upon a Change of Control or such period prior thereto as may be established by the Committee, all Awards shall automatically vest and become payable or exercisable, as the case may be, in full; provided, however, that with respect to
non-Grandfathered Amounts, distributions shall be made upon the consummation of the Change of Control. In this regard, all Restricted Periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum
level. To the extent an Option is not exercised upon a Change of Control, the Committee may, in its discretion, cancel such Award without payment or provide for a replacement grant with respect to such property and on such terms as it deems
appropriate. 
 (viii) Section 409A. The Plan is intended to comply with the applicable requirements of section
409A of the Code and the regulations promulgated thereunder to the extent applicable, and shall be administered in accordance with section 409A of the Code to the extent section 409A of the Code is applies to the Plan. Each Award shall contain such
terms as the Committee determines, and shall be construed and administered, such that the Award either (i) qualifies for an exemption from the requirements of section 409A of the Code, or (ii) satisfies such requirements. Grants of
Deferred Common Units and any Unit Distributions attributable thereto shall be structured in a manner consistent with the requirements of section 409A of the Code and distributions shall only be made in a manner and upon an event permitted under
section 409A of the Code. All payments to be made upon a termination of employment or service shall only be made upon a “separation from service” under section 409A of the Code. In no event shall a Participant, directly or indirectly
designate the calendar year in which distribution is made. 
  

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	SECTION 7.	Amendment and Termination. 

 Except to the extent
prohibited by applicable law: 
 (a) Amendments to the Plan. Except as required by the rules of the principal securities exchange on
which the Units are traded and subject to Section 7(b) below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of Units available for Awards under the Plan,
without the consent of any partner, Participant, other holder or beneficiary of an Award, or other Person; provided, however, that no amendment to the Plan may be made without the approval of a Unit Majority (as defined in the Partnership Agreement)
that would either (i) accelerate vesting to prior to the end of the Subordination Period, except as provided in the current definition of Restricted Period, or (ii) permit DERs to be granted prior to the end of the Subordination Period;
and provided further that, without limiting the foregoing, the Committee may amend or terminate the Plan in any manner that the Committee deems appropriate, if necessary or appropriate to comply with applicable law, without the consent of any
Director or Employee. 
 (b) Amendments to Awards. Subject to Section 7(a), the Committee may waive any conditions or rights
under, amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 7(c), in any Award shall materially reduce the benefit to a Participant without the consent of such Participant. 

(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(c) of the Plan) affecting the Partnership or the financial
statements of the Partnership, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan. 
  

	SECTION 8.	General Provisions. 

 (a) No Rights to Award.
No Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient. 
 (b) Withholding. The Company or any Affiliate is authorized to withhold from any Award, from any payment due or transfer made under any Award or
from any compensation or other amount owing to a Participant the amount (in cash, Units, other securities, Units that would otherwise be issued pursuant to such Award or other property) of any applicable taxes payable in respect of the grant of an
Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy its withholding obligations for the
payment of such taxes. 
  

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 (c) No Right to Employment. The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company or any Affiliate or to remain on the Board, as applicable. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under
the Plan, unless otherwise expressly provided in the Plan or in any Award agreement. 
 (d) Governing Law. The validity, construction,
and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware law without regard to its conflict of laws principles. 
 (e) Severability. If any provision of the Plan or any award is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or award and the remainder of the Plan and any such
Award shall remain in full force and effect. 
 (f) Other Laws. The Committee may refuse to issue or transfer any Units or other
consideration under an Award if, in its sole discretion, it determines that the issuance or transfer or such Units or such other consideration might violate any applicable law or regulation, the rules of the principal securities exchange on which
the Units are then traded, or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. 
 (g) No Trust or Fund Created.
Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any participating Affiliate and a Participant or any other Person. To the extent that any
Person acquires a right to receive payments from the Company or any participating Affiliate pursuant to an award, such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate.

 (h) No Fractional Units. No fractional Units shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated. 

(i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 
 (j)
Facility Payment. Any amounts payable hereunder to any person under legal disability or who, in the judgment of the Committee, is unable to properly manage his financial affairs, may be paid to the legal representative of such person, or may
be applied for the benefit of such person in any manner which the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts. 
  

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 (k) Gender and Number. Words in the masculine gender shall include the feminine gender, the plural
shall include the singular and the singular shall include the plural. 
  

	SECTION 9.	Term of the Plan. 

 The Plan shall be effective on
the date of its approval by the Board and shall continue until the date terminated by the Board or Units are no longer available for the payment of Awards under the Plan, whichever occurs first. However, unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights
under such Award, shall extend beyond such termination date. 
  

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