PENN VIRGINIA RESOURCE GP, LLC FIFTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD

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.

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:

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 describ