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com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 19, 2009
(Date of Earlie st Eve n t Re porte d)

PENN VIRGINIA RESOURCE PARTNERS, L.P.

(Exact Nam e of Re gistran t as S pe cifie d in its C h arte r)

Delaware 1-16735 23-3087517

(State or O the r Ju risdiction (C om m ission File Nu m be r) (IRS Em ploye r
of In corporation ) Ide n tification No.)

Three Radnor Corporate Center, Suite 300

100 Matsonford Road, Radnor, Pennsylvania 19087
(Addre ss of Principal Exe cu tive O ffice s) (Zip C ode )

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable
(Form e r n am e or form e r addre ss, if ch an ge d since last re port)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

® Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

® Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

® Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

® Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 19, 2009, the Compensation and Benefits Committee (the “C&B Committee”) of the Board of Directors of Penn Virginia
Resource GP, LLC (the “General Partner”), the general partner of Penn Virginia Resource Partners, L.P. (the “Partnership”), approved a form of
grant agreement for phantom unit awards made under the General Partner’s Fifth Amended and Restated Long-Term Incentive Plan (the
“LTIP”).

As provided in the LTIP and the award agreement, each phantom unit granted entitles the grantee to receive one common unit of the
Partnership upon vesting, which occurs over a three-year period, with one-third of each award vesting on the first, second and third
anniversaries of the grant date unless (i) the phantom unitholder’s employment terminates for any reason other than death or disability, in
which event any unvested phantom units are forfeited unless otherwise determined by the C&B Committee, or (ii) the phantom unitholder dies,
becomes disabled or becomes retirement eligible, which is defined as reaching age 62 and completing 10 years of consecutive service with the
General Partner or its affiliate, or there occurs a change of control, in which events all restrictions lapse. Payments of the phantom unit awards
will be made in common units (or, at the request of the phantom unitholder and upon the approval of the C&B Committee, an amount of cash
equal to the fair market value of the Partnership’s common units) at the time of vesting, unless vesting occurs early on account of becoming
retirement eligible, in which event payments will be made when such phantom units would have originally vested, even if that is after
retirement. The phantom unitholder is also entitled to distribution equivalents.

A copy of the form of phantom unit award agreement, as approved by the C&B Committee, is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 19, 2009, the Board of Directors of the General Partner, approved amendments to Section 7.7 of the Third Amended and
Restated Agreement of Limited Partnership of the Partnership (the “Partnership Amendment”). The Partnership Amendment clarifies that the
rights to both indemnification and advancement of expenses provided in Section 7.7 vest upon a person’s election to the Board of Directors of
the General Partner or as an officer of the General Partner.

A copy of the Partnership Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners,
L.P.
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10.1 Form of Agreement for Phantom Unit Awards under the Penn Virginia Resource GP, LLC Fifth Amended and Restated
Long-Term Incentive Plan.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: February 24, 2009

Penn Virginia Resource Partners, L.P.

By: Penn Virginia Resource GP, LLC,
its general partner

By: /s/ Nancy M. Snyder

Name: Nancy M. Snyder
Title: Vice President, Chief Administrative Officer and
General Counsel
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Exhibit Index

Exh ibit No. De scription

3.1 Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P.
10.1 Form of Agreement for Phantom Unit Awards under the Penn Virginia Resource GP, LLC Fifth Amended and Restated Long-
Term Incentive Plan.
Exhibit 3.1

AMENDMENT NO. 1 TO

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

PENN VIRGINIA RESOURCE PARTNERS, L.P.

This Amendment No. 1 (this “Amendment No. 1”) to the Third Amended and Restated Agreement of Limited Partnership (as amended,
the “Partnership Agreement”) of Penn Virginia Resource Partners, L.P. (the “Partnership”) is hereby adopted on February 19, 2009 by Penn
Virginia Resource GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized
terms used but not defined herein are used as defined in the Partnership Agreement.

WHEREAS, the General Partner desires to amend the Partnership Agreement to clarify that the rights to indemnification and
advancement of expenses for directors and officers vest upon a person’s election to the Board of Directors or as an officer of the General
Partner; and

WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement, the General
Partner has determined that this Amendment No. 1 does not require the approval of any Limited Partner and that this Amendment No. 1 is not
adverse to the Limited Partners, including any particular class of Partnership Interests as compared to other classes of Partnership Interests, in
any material respect.

NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:
Section 1. Amendment. Section 7.7 is hereby amended and restated in its entirety as follows:
Section 7.7 Indemnification.
(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be
indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses
(including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims,
demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that in each case the
Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in, or (in the case of a Person other than the
General Partner) not opposed to, the best interests of the Partnership and, with respect to any criminal proceeding, had no reasonable cause to
believe its conduct was unlawful; provided, further, no indemnification pursuant to this Section 7.7 shall be available to the General Partner
with respect to its obligations incurred pursuant to the Underwriting Agreement or the Contribution Agreement (other than obligations
incurred by the General Partner on behalf of the Partnership). The termination of any action, suit or proceeding by judgment, order, settlement,
conviction or

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upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that
specified above. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that
the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or
property to the Partnership to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified
pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership
prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of any undertaking by or on
behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in
this Section 7.7.

(c) The indemnification and advancement of expenses provided by this Section 7.7 shall be in addition to any other rights to which an
Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of
law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any
capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure
to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of
the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that may be asserted
against or expense that may be incurred by such Person in connection with the Partnership’s activities or such Person’s activities on behalf of
the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the
provisions of this Agreement.

(e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an
employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services
by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action taken or omitted by it with respect to any
employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth
in this Agreement.

(g) An Indemnitee shall not be denied indemnification or advancement of expenses in whole or in part under this Section 7.7 because the
Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by
the terms of this Agreement.

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(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall
not be deemed to create any rights for the benefit of any other Persons.

(i) The obligations of the Partnership to indemnify or advance expenses to an Indemnitee under this Section 7.7 shall be considered
contractual obligations of the Partnership to such Indemnitee, which obligations shall be deemed vested as of the date that such Indemnitee
became an Indemnitee. While any provision of this Section 7.7 may be amended, modified or repealed, no such amendment, modification or
repeal shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified or advanced
expenses by the Partnership, nor the obligations of the Partnership to indemnify or advance expenses to any such Indemnitee under and in
accordance with the provisions of this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when
such claims may arise or be asserted.

Section 2. General Authority. The appropriate officers of the General Partner are hereby authorized to make such further clarifying and
conforming changes to the Partnership Agreement as they deem necessary or appropriate, and to interpret the Partnership Agreement, to give
effect to the intent and purpose of this Amendment No. 1.

Section 3. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the
Partnership Agreement shall remain in full force and effect.

Section 4. Governing Law. This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of
Delaware.

IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 1 as of the date first set forth above.

GENERAL PARTNER:

Penn Virginia Resource GP, LLC

By: /s/ Nancy M. Snyder

Name: Nancy M. Snyder
Title: Vice President, Chief Administrative Officer,
General Counsel and Assistant Secretary

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Exhibit 10.1

Form for Stock Payment

PENN VIRGINIA RESOURCE GP, LLC

FIFTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

PHANTOM UNIT AWARD

This PHANTOM UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 20 (the “Date of Grant”), is delivered by
Penn Virginia Resource GP, LLC (the “Company”), the general partner of Penn Virginia Resource Partners, L.P. (the “Partnership”) to
(the “Participant”).

RECITALS

The Fifth Amended and Restated Long-Term Incentive Plan (the “Plan”) provides for the award of Phantom Units (as defined in the Plan)
in accordance with the terms and conditions of the Plan. The Compensation and Benefits Committee of the Board of Directors of the Company
(the “Committee”) has decided to award Phantom Units to the Participant as an inducement for the Participant to promote the best interests of
the Company and the Partnership and its unitholders. All terms capitalized but not defined herein shall have the meanings assigned to them in
the Plan. Copies of the Plan and the Plan prospectus are being provided to the Participant with this Agreement.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:
1. Award of Phantom Units. Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants the
Participant Phantom Units.

2. Phantom Unit Account. Phantom Units represent hypothetical Units and not actual Units. The Company shall establish and maintain a
bookkeeping account on its records for the Participant (a “Phantom Unit Account”) and shall record in such Phantom Unit Account (i) the
number of Phantom Units granted to the Participant and (ii) either (A) the number of Units payable to the Participant on account of Phantom
Units that have vested or (B) subject to Section 5(a)(ii) below, the amount of cash payable to the Participant on account of Phantom Units that
have vested. No Units shall be issued to the Participant at the time the grant is made, and the Participant shall not be, nor have any of the
rights or privileges of, a unitholder of the Partnership with respect to any Phantom Units recorded in the Phantom Unit Account. The
Participant shall not have any interest in any fund or specific assets of the Partnership by reason of this award or the Phantom Unit Account
established for the Participant.
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3. Vesting and Non-transferability.
(a) Except as provided in subsections 3(b) and (c) below, the Phantom Units shall be subject to forfeiture until the Phantom Units vest.
Except as provided in subsections 3(b) and (c) below, the Phantom Units shall vest according to the following schedule, if the Participant
continues to be employed by the Company or any of its Affiliates from the Date of Grant until the applicable vesting date:
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Ve ste d Ph an tom
Ve stin g Date Un its
[First anniversary of Date of Grant] [1/3 of Phantom Units]
[Second anniversary of Date of Grant] [1/3 of Phantom Units]
[Third anniversary of Date of Grant] [1/3 of Phantom Units]

The vesting of the Phantom Units shall be cumulative, but shall not exceed 100% of the Phantom Units. If the foregoing schedule would
produce fractional Phantom Units, the number of Phantom Units that vests shall be rounded down to the nearest whole Phantom Unit.

(b) Notwithstanding any provision to the contrary herein or in the Plan, in the event that (i) the Participant is at the Date of Grant or
becomes Retirement Eligible or (ii) the Participant’s employment is terminated on account of the Participant’s death or Disability (as defined in
Section 409A(a)(2)(C) of the Code), the Phantom Units shall become fully vested and nonforfeitable on the date on which the Participant
becomes Retirement Eligible (or on the Date of Grant if the Participant is already Retirement Eligible) or the date of the Participant’s death or
Disability.

(c) Notwithstanding any provision to the contrary herein or in the Plan, in the event of a Change of Control, the outstanding Phantom
Units shall become fully vested and nonforfeitable upon the date of the Change of Control.

4. Termination of Phantom Units. If the Participant’s employment with the Company terminates for any reason other than as described in
subsection 3(b) above before the Phantom Units vest, any unvested Phantom Units shall automatically terminate and shall be forfeited as of
the date of the Participant’s termination of employment. No payment shall be made with respect to any unvested Phantom Units that terminate
as described in this Section 4.

5. Timing and Manner of Payment of Phantom Units.

(a) When the Phantom Units vest in accordance with Section 3 above, the Participant (or the Participant’s beneficiary or estate, in the
event of the Participant’s death) shall receive (i) that number of Units equal to the number of Phantom Units that vested or (ii) at the
Participant’s request and upon the approval of the Committee, a lump sum cash payment equal to the product of (x) the Fair Market Value of a
Unit on the date on which the Phantom Units vest times (y) the number of such vested Phantom Units subject, in either case, to withholding
as described below. Except as provided in subsections 5(c), (d), (e) and (f ) below, payment shall be made within thirty (30) days after the date
on which such Phantom Units vest.

(b) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Phantom Units accelerate when the Participant is
at the Date of Grant or becomes Retirement Eligible as described in subsection 3(b)(i) above, the Participant shall receive payment with respect
to such Phantom Units, except as provided in subsections 5(c), (d), (e) and (f) below, within thirty (30) days after the date the Phantom Units
would otherwise have vested under subsection 3(a) above. Any lump sum cash payment made with respect to such Phantom Units pursuant
to Section 5(a)(ii) above shall be equal to the product of (x) the Fair Market Value of a Unit on the otherwise applicable vesting date set forth in
subsection 3(a) above times (y) the number of such vested Phantom Units.

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(c) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Phantom Units accelerate on account of the
Participant’s death or Disability as described in subsection 3(b)(ii) above, the Participant or the Participant’s estate shall receive payment with
respect to such Phantom Units, except as provided in subsections 5(d), (e) and (f) below, within thirty (30) days after the date of the
Participant’s death or Disability. Any lump sum cash payment made with respect to such Phantom Units pursuant to Section 5(a)(ii) above
shall be equal to the product of (i) the Fair Market Value of a Unit on the date of the Participant’s death or Disability times (ii) the number of
such vested Phantom Units.

(d) Notwithstanding any provision to the contrary herein or in the Plan, in the event the Phantom Units accelerate upon a Change of
Control as described in subsection 3(c) above, the Participant shall receive payment with respect to such Phantom Units, except as provided in
subsection 5(f) below, within thirty (30) days after the Change of Control; provided, however, that Phantom Units shall be paid within thirty
(30) days after such Change of Control (except as provided in subsection 5(f) below) only if the transaction constituting a Change of Control
under this Agreement is also a “change in control event” for purposes of section 409A of the Code (“409A Change in Control Event”). Any
lump sum cash payment made with respect to such Phantom Units pursuant to Section 5(a)(ii) above shall be equal to the product of (i) the
Fair Market Value of a Unit on the date of the Change of Control, times (ii) the number of such vested Phantom Units. If, however, the
transaction constituting a Change of Control does not constitute a 409A Change in Control Event, the Participant shall receive payment with
respect to such Phantom Units, except as provided in subsection 5(f) below, within thirty (30) days after the earlier of (x) the date the Phantom
Units would otherwise have vested under subsection 3(a) or (y) the date of the Participant’s termination of employment following the Change
of Control. Any lump sum cash payment made with respect to such Phantom Units pursuant to Section 5(a)(ii) above shall be equal to the
product of (A) the Fair Market Value of a Unit on the date of the Change of Control, times (B) the number of such vested Phantom Units.

(e) Notwithstanding any provision to the contrary herein or in the Plan, if on the date of the Participant’s termination of employment, the
Participant is a “specified employee” (within the meaning of section 409A of the Code) as determined by the Board of Directors of Penn
Virginia Corporation (or its delegate) in its sole discretion in accordance with its “specified employee” determination policy, then all payments
payable to the Participant under this Agreement that are deemed as deferred compensation subject to the requirements of section 409A of the
Code shall be postponed for a period of six (6) months following the Participant’s “separation from service” with the Company (or any Affiliate
or successor thereto) (the “postponed amounts”). The postponed amounts shall be credited with interest as described in subsection 7(b)
below and paid to the Participant in a lump sum within thirty (30) days after the date that is six (6) months following the Participant’s
“separation from service” with the Company (or any Affiliate or successor thereto). If the Participant dies during the postponement period, the
postponed amounts shall be paid to the personal representative of the Participant’s estate within sixty (60) days after Participant’s death.

(f) Notwithstanding any provision to the contrary herein or in the Plan, if, at the time the Participant’s Phantom Units vest as described in
Section 3 above, the amount of (i) any Phantom Units that is otherwise payable hereunder plus (ii) any other compensation to the Participant
that is taken into account for purposes of section 162(m) of the Code for the year

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(“Other Compensation”) exceeds or is expected to exceed the $1,000,000 limit on deductible compensation under section 162(m) of the Code
(the “Limit”), then payment of any Phantom Units to the extent (or all of the Phantom Units if Other Compensation is already or is expected to
be over the Limit) that it plus all Other Compensation is in excess of the Limit shall automatically be deferred until the date of the Participant’s
“separation from service” under section 409A of the Code, subject to the six-month delay described in subsection 5(d) above.

6. DERs. Until such time as the Phantom Units vest and are paid or are forfeited, if any cash distributions are paid with respect to the
Units, the Partnership shall pay the Participant, in cash, the amount of the distribution that would have been distributed if the Phantom Units
credited to the Participant’s Phantom Unit Account at the time of the distribution payment were Units. The distribution equivalent payment
shall be made within thirty (30) days after the cash distribution is paid with respect to the Units.

7. Earnings. If vested Phantom Units are not paid within 30 days after the date such Phantom Units vest, the Company shall credit the
cash value, if any, recorded in the Participant’s Phantom Unit Account with earnings through the date the Phantom Units are paid as if such
cash balance of the Participant’s Phantom Unit Account had been invested at a rate equal to the prime rate published in the Wall Street
Journal on the applicable vesting date of the Phantom Unit.

8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and
in all respects shall be interpreted in accordance with the Plan. The grant is subject to interpretations, regulations and determinations
concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to,
provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Units,
(c) changes in capitalization of the Partnership, (d) compliance with section 409A of the Code and (e) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive
as to questions arising hereunder.

9. No Employment or Other Rights. This grant shall not confer upon the Participant any right to be retained by or in the employ of the
Company or any Affiliate and shall not interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s
employment at any time. The right of the Company or any Affiliate to terminate at will the Participant’s employment at any time for any reason
is specifically reserved.

10. Withholding Tax. All obligations of the Company under this Agreement shall be subject to the rights of the Company or any Affiliate
to withhold amounts required to be withheld for any taxes, if applicable. The Participant shall be required to pay to the Company, or make other
arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company or any
Affiliate is required to withhold with respect to the Phantom Units.

11. No Unitholder Rights. Neither the Participant, nor any person entitled to receive payment in the event of the Participant’s death, shall
have any of the rights and privileges of a unitholder with respect to Units.

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12. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the
Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the
Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge,
hypothecate or otherwise dispose of the Phantom Units or any right hereunder, except as provided for in this Agreement, or in the event of the
levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Phantom
Units by notice to the Participant, and the Phantom Units and all rights hereunder shall thereupon become null and void. The rights and
protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s Affiliates. This
Agreement may be assigned by the Company without the Participant’s consent.

13. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

14. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of General Counsel at
Three Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087 and any notice to the Participant shall be addressed to
such Participant at the current address known by the Company, or to such other address as the Participant may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above,
registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

15. Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. If any
payment cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such
payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a
termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For
purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment, and if a payment is
not made by the designated payment date under the Agreement, the payment shall be made by December 31 of the calendar year in which the
designated date occurs. In no event shall the Participant, directly or indirectly, designate the calendar year of payment.

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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Participant
has placed his or her signature hereon, effective as of the Date of Grant.

Penn Virginia Resource GP, LLC

By:
Name:
Title:

I hereby accept the grant of Phantom Units described in this Agreement, and I agree to be bound by the terms of the Plan and this
Agreement. I hereby agree that I have received delivery of the Plan prospectus and that all of the decisions and determinations of the
Committee with respect to the Phantom Units shall be final and binding.

Participant