Legacy Reserves LP Long-Term Incentive Plan Form of Grant of Phantom Units Under Objective Component of Long-Term Equity Incentive Compensation

Grant of Phantom Units. Legacy Reserves LP (the “Partnership”) hereby grants to you ________ Phantom Units under the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan, which is attached hereto as Appendix A and is incorporated herein by reference as a part of this Agreement. A Phantom Unit is a notional Unit of the Partnership that is subject to the forfeiture and non-transferability provisions set forth below in this Agreement. Each Phantom Unit granted to you also includes a tandem Distribution Equivalent Right (“DER”), which provides that when the Partnership makes a cash distribution with respect to a Unit, an amount of cash with respect to each of your Phantom Units equal to the amount of the quarterly distribution paid on such Unit will be accrued and on each vesting date, such accrued amounts will be payable to you with respect to the number of your Phantom Units actually vested. No accrued distribution amounts will be payable with respect to unvested or forfeited Phantom Units. The terms of this Agreement are set forth below. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

Conditions to Vesting. Except as otherwise provided in Section 3 below, the Phantom Units granted pursuant to this Agreement under the objective or performance-based component of equity-based incentive compensation are subject to vesting, as described below in this Section 2, over a three-year period in accordance with the criteria set forth under the Amended and Restated Legacy Reserves LP Compensation Policy (Effective February 18, 2010) (the “Compensation Policy”) (attached hereto as Appendix B). The number of Phantom Units that actually vest each year for the three-year vesting period is subject to the achievement by the Partnership of certain objective, performance-based criteria (as determined by the “Employer” (as defined below)) during the fiscal year prior to the applicable vesting date, in accordance with the Compensation Policy. If none or only a portion of the Phantom Units of a particular tranche vest as a result of target performance levels not being met, such number of Phantom Units that fail to vest will be forfeited and cancelled. Upon any such forfeiture of a Phantom Unit, the tandem DERs, along with any associated accrued distribution of cash with respect to the tandem DERs, shall automatically be cancelled without payment.

Death or Disability. If your “employment with the Employer” (as defined below in this Section 3) terminates as a result of your death or you become disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and in effect from time to time (the “Code”)), 50% of the Phantom Units granted to you pursuant to this Agreement and then held by you automatically will become fully vested.

Termination by the Employer other than for Cause. If your “employment with the Employer” (as defined below in this Section 3) is terminated by the Employer for any reason other than “Cause” (as defined below in this Section 3), as determined by the Employer, 50% of the Phantom Units granted to you pursuant to this Agreement and then held by you automatically will become fully vested.

Other Terminations. Except as provided in Section 2 hereof, if your “employment with the Employer” (as defined below in this Section 3) should terminate for any reason other than as provided in Sections 3(a) and (b) above prior to the applicable vesting date, all unvested Phantom Units granted to you pursuant to this Agreement and then held by you automatically shall be forfeited and cancelled without payment upon such termination. Upon forfeiture of a Phantom Unit, the tandem DER, along with any associated accrued distribution of cash with respect to the tandem DER, shall automatically be cancelled without payment. Upon vesting of a Phantom Unit, the tandem DER shall automatically be cancelled without payment other than payment of any distributions accrued prior to the vesting date.

Change of Control. 50% of the Phantom Units granted to you pursuant to this Agreement then outstanding and then held by you automatically shall become fully vested upon a Change of Control.

Payment Upon Vesting of Phantom Units and Payment of Amounts Due Under DERs.

Subject to the tax withholding requirements of Section 5 below, not later than seventy-four (74) days following the date on which a Phantom Unit vests hereunder, the Partnership shall mail or otherwise deliver to you, in book-entry form, a Unit in respect of each Phantom Unit then vested.  Subject to any tax withholding requirements of Section 5 below, not later than seventy-four (74) days following any date on which a Phantom Unit vests hereunder, the Partnership shall mail or otherwise deliver to you, in a single lump sum in cash in respect of each DER granted in tandem with a Phantom Unit, an amount of cash equal to all accrued cash distributions on such Unit.

Notwithstanding the preceding provisions of Section 4(a), to the extent that (i) the limitations (set forth in Code Section 409A and regulations or other regulatory guidance issued thereunder) on payments to specified employees, as defined in Code Section 409A and regulations or other regulatory guidance issued thereunder, apply to you and (ii) at any time prescribed under Code Section 409A and regulations or other regulatory guidance issued thereunder, you are a key employee, as defined in Code Section 416(i) without regard to paragraph 5 thereof, except to the extent permitted under Code Section 409A and regulations or other regulatory guidance issued thereunder, no distribution or payment that is subject to Code Section 409A shall be made under this Agreement on account of

No Rights as a Unitholder. You shall not be, or have any of the rights or privileges of, a unitholder of the Partnership with respect to any Phantom Unit.

Rights of Grantee. Any benefits payable under Section 4 of this Agreement shall be provided from the general assets of the Partnership or an Affiliate, as applicable. The Grantee’s rights hereunder shall not rise above those of a general creditor of the Partnership or an Affiliate, as applicable.