CONTANGO OIL & GAS COMPANY Director Compensation Plan (Effective 5/11/17)
Exhibit 10.4
CONTANGO OIL & GAS COMPANY
Director Compensation Plan
(Effective 5/11/17)
Cash Compensation
| · | Annual Retainer Fees (all payable quarterly, in arrears, with appropriate adjustments for partial periods) |
| o | Board membership - $50,000 per year |
| o | Non-Executive Board Chairman - $50,000 per year |
| o | Audit Committee Chairman - $15,000 per year |
| o | Compensation Committee Chairman - $10,000 per year |
| o | Nominating & Governance Committee Chairman - $9,500 per year |
| o | No separate retainer fee for Investment Committee Chairman |
| · | Meeting Fees (all payable quarterly, in arrears) |
| o | Regular Board |
| § | $1,000 per meeting attended (whether in person or telephonic) |
| § | No maximum per year |
| o | Committee Meetings |
| § | $1,000 per meeting attended (whether in person or telephonic) |
| § | No maximum per year |
| § | Payable in addition to regular board meetings, even if on same day |
Equity Compensation
| · | Annual grants (with appropriate adjustments for partial periods) |
| o | $110,000 in Restricted Stock, vesting on the first anniversary of the date of grant |
| o | Pro-rated amount granted upon initial election for new members |
| o | All pro-rated grants based on portion of service year remaining between date of grant and the next May 31st |
Other
| · | Each Director is required to maintain ownership of at least fifty percent (50%) of the equity granted within the last three calendar years for service on the Board. The Compensation Committee is expected to confirm compliance annually. |
| · | Payment of reasonable travel expenses associated with Board and Committee Meeting attendance. |
| · | No Director who is an employee of the Company will be compensated for service as a member of the Board of Directors or any committee of the Board of Directors. |
