Contango Oil & Gas Company Director Compensation Plan (Effective May 11, 2017)
This plan outlines the compensation for directors of Contango Oil & Gas Company. Directors receive annual cash retainers and meeting fees, with additional payments for chairing certain committees. They also receive annual grants of restricted stock, which vest after one year. Directors must keep at least half of the equity granted in the past three years. Reasonable travel expenses are reimbursed. Employees serving as directors are not eligible for this compensation.
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. |
