EV Energy Partners, L.P. Long-Term Incentive Plan Grant of Incentive Units

Grant of Incentive Units .  EV Management, LLC (the “Company” ) hereby grants to you ____ Incentive Units under the EV Energy Partners, L.P. Long-Term Incentive Plan (the “Plan” ) on the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Agreement. Each Incentive Unit is comprised of three Units which shall be earned and vest as set forth below. The Incentive Units granted hereunder expire five years from the date of grant.

Earning and Vesting of Units. Subject to the terms of this Grant, you shall be entitled to receive Units or a cash payment in lieu of Units upon each Incentive Unit vesting and being earned as provided herein.

a.    Units Earned. Except as otherwise provided in Paragraph 3 below, the Incentive Units granted hereunder shall be earned as follows (with such Units being earned under each Tranche only upon the first occurrence of the achievement of the relevant closing price threshold):

Tranche A : For each Incentive Unit granted, a Unit is earned if trading in the Units on the Nasdaq Global Market or such other national securities exchange on which the Units are then trading closes at greater than $20 per Unit for three consecutive days; and

Tranche B : For each Incentive Unit granted, an additional Unit is earned if trading in the Units on the Nasdaq Global Market or such other national securities exchange on which the Units are then trading closes at greater than $30 per Unit for three consecutive days; and

Tranche C : For each Incentive Unit granted, an additional Unit is earned if trading in the Units on the Nasdaq Global Market or such other national securities exchange on which the Units are then trading closes at greater than $40 per Unit for three consecutive days.

b.    Units Vested .  Except as otherwise provided in Paragraph 3 below, the Incentive Units granted hereunder shall vest as follows:

Phantom Units.   Subject to Paragraph 3, to the extent any Incentive Unit vests and then is earned as set forth in paragraph 3.a above, you are deemed to have a vested Phantom Unit until the next Designated Vesting Date whereupon such vested Phantom Unit shall be automatically converted into a Unit. To the extent any Incentive Unit is earned prior to vesting, you are deemed to have a Phantom Unit until such Incentive Unit vests whereupon such Phantom Unit shall be automatically converted into a Unit.

Forfeiture of Incentive Units Not Earned. To the extent Incentive Units are not earned under Tranche A, Tranche B, or Tranche C as set forth in paragraph (a) within the five year term of this Agreement, such unearned Units will be forfeited even if they have vested at the end of such five year term.

Events Occurring Prior to Regular Vesting .

Death or Disability .  If your employment with the Company terminates as a result of your death or a Disability, all Incentive Units then held by you that have been earned shall automatically become fully vested on the Designated Vesting Date that coincides with or immediately follows such termination and will be paid in accordance with Paragraph 4. All Incentive Units then held by you but which have not been earned as of your date of death or Disability shall be forfeited. Except as otherwise provided by the Committee, you shall be considered to have a “Disability” during the period in which you are unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician selected by the Committee, is expected to have a duration of not less than 120 days.

Termination by the Company other than for Cause .  If your employment is terminated by the Company for any reason other than “Cause,” as determined by the Company in accordance with its employment policies, all Incentive Units then held by you and earned shall automatically become fully vested on the Designated Vesting Date that coincides with or immediately follows such termination. All Incentive Units then held by you but not earned shall be forfeited.

Other Terminations .  Except as provided in Paragraph 2 hereof, if you terminate from the Company for any reason other than as provided in Paragraphs 3.a and 3.b above, all Incentive Units then held by you that are either unvested or unearned shall automatically be forfeited without payment upon such termination.

Change of Control .  All outstanding Incentive Units held by you shall become fully vested upon a Change of Control. If the price per Unit in the Change of Control is greater than $20, the Units shall be considered earned on the closing date at level A, B or C, depending on the price. All Unites that are vested and earned as of the date of closing shall be paid to you on such closing date. If the price per Unit in the Change of Control is below $20, the Incentive Units are not considered earned and you will not receive Units in the Change of Control transaction. For purposes of determining the price per Unit received in the Change of Control, where the consideration received is other than cash, its value shall be determined in good faith by the Board of Directors of the Company.

Phantom Units .  Notwithstandin