Exhibit 10.14
 OXFORD RESOURCES GP, LLC
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
 Effective as of January 1, 2009
 Board Company Partnership Plan
 ARTICLE I
ELIGIBILITY
 Non-Employee Director AIM
Director AIM Oxford Approved AIM
Director st




---



##### 



ARTICLE II
ANNUAL BOARD MEMBER RETAINER
 Annual Board Member Retainer Generally Annual Board Member Retainer IPO Pre-IPO Year Post-IPO Year IPO Year
 Payment of Annual Board Member Retainer Where Board Membership Runs from Beginning of
Calendar Year Quarterly Annual Retainer Value Quarterly Payment Date
 Reduction and Payment of Annual Board Member Retainer Where Board Membership Commences
During Calendar Year
 (a)
    
    a 0% reduction, if such Non-Employee Director becomes a member of the Board
before March 31 of such calendar year, in which case the Non-Employee Director will be
paid the Quarterly Annual Retainer Value for such calendar year on each of the four
Quarterly Payment Dates occurring with respect to such calendar year;(b)
    
    a 25% reduction, if such Non-Employee Director becomes a member of the Board on
or after March 31 of such calendar year but before June 30 of such calendar year, in
which case the Non-Employee Director will be paid the Quarterly Annual Retainer Value
for such calendar year on each of the three remaining Quarterly Payment Dates occurring
with respect to such calendar year;
 -2-




---



##### 



(c)
    
    a 50% reduction, if such Non-Employee Director becomes a member of the Board on
or after June 30 of such calendar year but before September 30 of such calendar year,
in which case the Non-Employee Director will be paid the Quarterly Annual Retainer
Value for such calendar year on each of the two remaining Quarterly Payment Dates
occurring with respect to such calendar year; and(d)
    
    a 75% reduction, if such Non-Employee Director becomes a member of the Board on
or after September 30 of such calendar year but before December 31 of such calendar
year, in which case the Non-Employee Director will be paid the Quarterly Annual
Retainer Value for such calendar year on the one remaining Quarterly Payment Date
occurring with respect to such calendar year.
 Annual Board Member Retainer for the IPO Year IPO Year Annual Board Member Retainer
 Payment of Annual Board Member Retainer Where Board Membership Terminates During
Calendar Year
 -3-




---



##### 



ARTICLE III
ANNUAL COMMITTEE CHAIR RETAINER
 Annual Committee Chair Retainer Generally Committee
Chair Annual Committee Chair Retainer Non-Employee Director/Committee Chair
 Annual Committee Chair Retainer for IPO Year IPO Year Annual Committee Chair Retainer
 Annual Committee Chair Retainer Following IPO Year
 Reduction and Payment of Annual Committee Chair Retainer Where Service as Committee
Chair Commences During Post-IPO Year
 (a)
    
    a 0% reduction, if such Non-Employee Director/Committee Chair becomes a
Committee Chair before March 31 of such Post-IPO Year, in which case the Non-Employee
Director/Committee Chair will be paid $2,500 on each of the four Quarterly Payment
Dates occurring with respect to such Post-IPO Year;
 -4-




---



##### 



(b)
    
    a 25% reduction, if such Non-Employee Director/Committee Chair becomes a
Committee Chair on or after March 31 of such Post-IPO Year but before June 30 of such
Post-IPO Year, in which case the Non-Employee Director/Committee Chair will be paid
$2,500 on each of the three remaining Quarterly Payment Dates occurring with respect to
such Post-IPO Year;(c)
    
    a 50% reduction, if such Non-Employee Director/Committee Chair becomes a
Committee Chair on or after June 30 of such Post-IPO Year but before September 30 of
such Post-IPO Year, in which case the Non-Employee Director/Committee Chair will be
paid $2,500 on each of the two remaining Quarterly Payment Dates occurring with respect
to such Post-IPO Year; and(d)
    
    a 75% reduction, if such Non-Employee Director/Committee Chair becomes a
Committee Chair on or after September 30 of such Post-IPO Year but before December 31
of such Post-IPO Year, in which case the Non-Employee Director/Committee Chair will be
paid $2,500 on the one remaining Quarterly Payment Date occurring with respect to such
Post-IPO Year.
 Payment of Annual Committee Chair Retainer Where Service as Committee Chair Terminates
During Calendar Year
 Service as Committee Chair for Multiple Committees
 ARTICLE IV
MEETING PARTICIPATION COMPENSATION
 Compensation Generally Meeting Participation Compensation
 -5-




---



##### 



Compensation for Participation in Board Meetings Board Meeting
 Compensation for Participation in Committee Meetings Committee Meeting
 ARTICLE V
EQUITY GRANTS
 Annual Grant of Units Annual Unit Grant Units Fair Market Value The Wall Street Journal
 Granting of Annual Unit Grant Where Board Membership Runs from Beginning of Calendar
Year Quarterly Unit Grant Value
 -6-




---



##### 



Reduction and Granting of Annual Unit Grant Where Board Membership Commences During
Calendar Year
 (a)
    
    a 0% reduction, if such Non-Employee Director becomes a member of the Board
before March 31 of such calendar year, in which case the Non-Employee Director will be
granted, on each of the four Quarterly Payment Dates occurring with respect to such
calendar year, such number of whole Units as have an aggregate Fair Market Value equal
to the Quarterly Unit Grant Value for such calendar year on such Quarterly Payment Date
(rounded up to the nearest whole Unit);(b)
    
    a 25% reduction, if such Non-Employee Director becomes a member of the Board on
or after March 31 of such calendar year but before June 30 of such calendar year, in
which case the Non-Employee Director will be granted, on each of the three remaining
Quarterly Payment Dates occurring with respect to such calendar year, such number of
whole Units as have an aggregate Fair Market Value equal to the Quarterly Unit Grant
Value for such calendar year on such Quarterly Payment Date (rounded up to the nearest
whole Unit);(c)
    
    a 50% reduction, if such Non-Employee Director becomes a member of the Board on
or after June 30 of such calendar year but before September 30 of such calendar year,
in which case the Non-Employee Director will be granted, on each of the two remaining
Quarterly Payment Dates occurring with respect to such calendar year, such number of
whole Units as have an aggregate Fair Market Value equal to the Quarterly Unit Grant
Value for such calendar year on such Quarterly Payment Date (rounded up to the nearest
whole Unit); and(d)
    
    a 75% reduction, if such Non-Employee Director becomes a member of the Board on
or after September 30 of such calendar year but before December 31 of such calendar
year, in which case the Non-Employee Director will be granted, on the one remaining
Quarterly Payment Date occurring with respect to such calendar year, such number of
whole Units as have an aggregate Fair Market Value equal to the Quarterly Unit Grant
Value for such calendar year on such Quarterly Payment Date (rounded up to the nearest
whole Unit).
 Effect on Annual Unit Grant Where Board Membership Terminates During Calendar
Year
 -7-




---



##### 



Additional Grants of Units in Lieu of Cash Compensation Elected Unit Compensation
 Discretionary Grant of Units Upon Initial Election as a Non-Employee Director Election Unit Grant
 Certain Start-Up Provisions Regarding Grants of Units
 (a)
    
    The provisions of Sections 5.2, 5.3, 5.4 and 5.5 shall be applicable for the
grants of Units described therein for calendar year 2011 and subsequent calendar years
and not before calendar year 2011.(b)
    
    A Non-Employee Directors Annual Unit Grant with respect to a calendar year
prior to calendar year 2011 (a Pre-2011 Calendar Year) during which he or she has
served as a member of the Board will be made to him or her on December 1 of such
Pre-2011 Calendar Year. If such December 1 is not a business day, such Annual Unit
Grant will be made on the next business day immediately following such December 1. If
a Non-Employee Director has remained a member of the Board continuously throughout such
Pre-2011 Calendar Year to which an Annual Unit Grant relates until and on December 1,
the number of Units that will be
 -8-




---



##### 



granted to him or her in such Annual Unit Grant will be comprised of a number of
Units equal to $20,000 in the case of a Pre-2011 Calendar Year which is a Pre-IPO
Year or $50,000 in the case of a Pre-2011 Calendar Year which is an IPO Year, as
applicable, divided by the Fair Market Value of a Unit on the date the Annual Unit
Grant is made, rounded up to the nearest whole Unit (a Full Pre-2011 Annual Unit
Grant). If a Non-Employee Director has been a member of the Board for only a
portion of a Pre-2011 Calendar Year from the beginning thereof to December 1
thereof, such Non-Employee Directors Annual Unit Grant with respect to such
Pre-2011 Calendar Year will be equal to a Full Pre-2011 Annual Unit Grant pro-rated
for his or her full months of service on the Board during such Pre-2011 Calendar
Year (e.g., if such service on the Board is from March 15 to October 15 of a
Pre-2011 Calendar Year, such Non-Employee Director will have had 6 full months of
service (April through September) or 50% of the 12 months in the Pre-2011 Calendar
Year, and hence will have an Annual Unit Grant equal to 50% of a Full Pre-2011
Annual Unit Grant). In determining such full months of service where a Non-Employee
Director has been a member of the Board for only a portion of a Pre-2011 Calendar
Year from the beginning thereof to December 1 thereof, the month of December of such
Pre-2011 Calendar Year will be treated as a month of service on the Board if (and
only if) such Non-Employee Director is a member of the Board on December 1 of such
Pre-2011 Calendar Year. In this regard, if the timing of the IPO in an IPO Year
which is a Pre-2011 Calendar Year is such that it falls after the December 1 grant
date and as a result thereof the Annual Unit Grant made on such December 1 is less
than the Annual Unit Grant ultimately applicable, the Company shall make a further
grant of Units on the date of the IPO having a Fair Market Value on the date of the
IPO equal to the amount by which the December 1 grant was less than the Annual Unit
Grant ultimately applicable.
 Terms and Conditions for and Full Vesting of Grants LTIP
 Unitholder Agreement
 ARTICLE VI
REIMBURSEMENT OF EXPENSES
  -9-




---



##### 



ARTICLE VII
GENERAL PROVISIONS
 Administration Committee
 Unfunded Obligations
 No Additional Rights
 -10-




---



##### 



Nonassignment
 Incapacity of Non-Employee Director
 Compliance with Other Laws and Regulations
 Termination and Amendment
 Applicable Law
 Section 409A Matters
 -11-




---



##### 



IN
WITNESS WHEREOF
 OXFORD RESOURCES GP, LLCBy:

/s/ Charles
C. UngureanCharles C. UngureanPresident and Chief Executive Officer ATTEST:By:

/s/ Michael B. GardnerMichael B. Gardner, Secretary