Common use of Clawback Clause in Contracts

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions anything in this Agreement to the contrary, certain Awards granted under if the Plan Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and such other to prevent its recurrence. Such action may include, to the extent permitted by applicable compensationlaw, includingcausing the partial or full cancellation of this Award and, without limitationwith respect to RSUs that have vested, annual cash incentive compensation, will be subject requiring the Employee to potential mandatory cancellation, forfeiture and/or repayment by the Participant repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the extent the Participant is, Company may have now or in the future becomeswith the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and any other policies obligations that are adopted to comply with the requirements Company may have regarding the clawback of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements “incentive-based compensation” under Section 10D of the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Exchange Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other Act of 2010 and any applicable laws, rules, rules and regulations or stock exchange listing standards, as may be in effect promulgated thereunder from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound time by the terms of the Clawback Policy, if applicable, U.S. Securities and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the CodeExchange Commission.

Clawback. The Participant Employee’s receipt of this Performance Award is expressly conditioned on Employee’s agreement to the terms and provisions of this Section, and Employee acknowledges that Employee would not have received this Performance Award in the absence of such agreement. By accepting this Performance Award, Employee acknowledges and agrees that that: (a) the terms compensation (inclusive of Stock) payable pursuant to this Performance Award and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and any other applicable compensation, including, without limitation, annual cash incentive compensation awards award granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted Employee under the Plan and (whether granted before, on or after the Grant Date) shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such other applicable compensation, including, without limitation, annual cash incentive compensation, will be compensation or any portion thereof is subject to potential mandatory cancellationrecovery, forfeiture and/or repayment revocation, recoupment or "clawback" by the Participant to the Company to the extent the Participant is, or in the future becomes, subject any of its affiliates pursuant to (ai) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements provisions of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the "Act"), (ii) any rules or regulations promulgated under the Act or by any stock exchange on which the Company's Stock is listed (collectively, the "Rules"), or other applicable laws, rules, regulations (iii) any compensation recoupment or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for clawback policies or procedures adopted by the Company or any of its affiliates, in each case with respect to awards clauses (i), (ii) and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to (iii) above as such lawsprovisions, rules, regulations, stock exchange listing standards policies and procedures may be adopted and amended from time to time (including with retroactive effect); and (b) any other compensation or benefit (inclusive of Stock) payable to or on behalf of Employee from the Company policy. Such cooperation and assistance shall includeor any of its affiliates (whether payable before, on or after the Grant Date, but excluding any compensation or benefit payable pursuant to a Performance Award granted under the Plan) shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such compensation, benefit or any portion thereof is not limited tosubject to recovery, executingrevocation, completing and submitting any documentation necessary to facilitate the recovery recoupment or recoupment clawback by the Company or any of its affiliates pursuant to the Act, the Rules or any compensation recoupment or clawback policies or procedures adopted by the Company or any of its affiliates, in each case as the Act, the Rules and such policies and procedures may be adopted and amended from time to time (including with retroactive effect). In addition, Employee hereby agrees (on behalf of Employee and any other individual, entity or other person claiming under or through Employee) that: (x) compensation payable pursuant to this Performance Award (inclusive of stock) and any other compensation or benefit payable to or on behalf of Employee (whether under the Plan or otherwise) shall be subject to recovery, revocation, recoupment or clawback as provided in the preceding provisions of this Section; and (y) Employee (or any such individual, entity or other person) shall not seek indemnification or contribution from the Participant Company or any of its affiliates with respect to any such amountsamount so recovered, including from revoked, recouped or clawed back. This Section shall survive the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A termination of the Codethis Agreement.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in of this Notice and Agreement to the contrary, certain Awards any RSUs granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, hereunder will be subject to potential mandatory cancellation, forfeiture and/or or repayment by the Participant Employee to the Company to the extent the Participant Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies policy that are is adopted to comply with the requirements of any applicable laws, rules, rules or regulations, stock exchange listing standards or otherwisethat is otherwise adopted by the Company, or (b) any applicable laws that which impose mandatory clawback or recoupment requirements recoupment, under the circumstances set forth in such applicable laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable lawslaw, rules, regulations regulation or stock exchange listing standardsrequirement, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards Awards and the forfeiture or recovery of amounts relating thereto. By accepting In the event of a forfeiture event under an Award under the Plan and applicable Company clawback policy, any amounts required to be forfeited pursuant to this Agreement, the Participant consents such policy shall be deemed not to be bound by have been earned under the terms of the Clawback Policy, if applicablePlan, and the Company shall be entitled to recover from Employee the amount specified under the clawback policy to be forfeited. By accepting this grant of RSUs, Employee agrees and acknowledges that the Participant Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to provide for the forfeiture or to recover or recoup an Award, any gains this Award or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is amounts paid under this Award subject to clawback or recoupment pursuant to such lawslaw, rules, regulationsgovernment regulation, stock exchange listing standards requirement or Company policypolicy or the Plan. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery forfeit, recover or recoupment by the Company recoup this Award or amounts paid hereunder from the Participant of any such amountsEmployee’s accounts, including from the Participant’s accounts or from any other compensation, pending or future compensation awards that may be made to the extent permissible under Section 409A of the CodeEmployee.

Clawback. The As set forth in this Section 17, the Award and any Shares or other payment issued in settlement of the Award, or any portion thereof as may be determined in the sole discretion of the Committee, are subject to cancellation, rescission, payback, recoupment or other similar action (“Clawback”) upon the occurrence of any Clawback Event (as defined below). Any Clawback under this Section 17 shall be increased by the Company’s costs incurred, including reasonable attorneys’ fees, in pursuing or securing such cancellation, rescission, payback, recoupment or other similar action. For purposes of this Award Agreement, a “Clawback Event” includes the occurrence of any of the following: (a) If the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under securities law, then the Company shall be entitled to Clawback from the Participant any Award granted, or Shares or other payment issued in settlement of the Award, during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare such accounting restatement. (b) If the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under securities law as a result of misconduct by the Participant, then the Company shall be entitled to Clawback from the Participant any Award granted, or Shares or other payment issued in settlement of the Award, during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare such accounting restatement, and the Participant will be required to repay any profits received by the Participant from the sale of any Company securities during the twelve (12) months after the inaccurate or erroneous financial information was initially reported. (c) If the Participant’s employment with the Company or any Subsidiary thereof is subject to a termination for Cause, and the event or events giving rise to such termination for Cause are determined by the Committee in its reasonable discretion to be materially injurious to the reputation of the Company or any Subsidiary, then the Company shall be entitled to Clawback from the Participant any Award granted, or Shares or other payment issued in settlement of the Award, during the three (3) completed fiscal years immediately preceding the date on which the Participant is notified in writing by the Company (or any of its Subsidiaries) that the Participant’s employment will be terminated for Cause. (d) For the avoidance of doubt, the Participant acknowledges and agrees that each of the terms Clawbacks and conditions set forth Clawback Events described in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to paragraphs (a) any Company clawback through (c) above may be applied independently or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standardscollectively, as may be determined in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the ParticipantCommittee’s accounts or from any other compensationsole discretion, to the extent permissible under same, or similar, facts, circumstances, and events giving rise to such Clawback. Further, notwithstanding anything to the contrary in this Section 409A of 17, if a statutorily mandated Clawback would require or permit a more extensive recapture by the CodeCompany, then such statutorily mandated Clawback shall apply.

Clawback. The Participant acknowledges and agrees If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Compensation Committee (the “Committee”) of the Corporation’s board of directors may require the Recipient to pay to the Corporation an amount corresponding to each award to the Recipient under this Agreement, or otherwise return such Units or Common Stock, that the terms and conditions set forth in Committee determines would not have been vested or paid if the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In the alternative, the Committee may require Recipient to repay or return compensation awarded hereunder pursuant to such rules as may be amended and restated adopted from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable time pursuant to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements Section 954 of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, to the extent applicable. By acceptance of any award or other applicable lawsUnits hereunder, rules, regulations Recipient expressly acknowledges and agrees that any and all Units or stock exchange listing standardsCommon Stock, as may be in effect from time to time, and which may operate to create additional rights for well as the Company equivalent cash value thereof with respect to awards any and all such Units or Common Stock, that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the recovery benefit of amounts relating thereto. By accepting an Award under the Plan and pursuant to this AgreementRecipient or any transferee or assignee thereof (collectively, the Participant consents “Award-Equivalent Value”), are and will be fully subject to be bound by the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the Clawback PolicyCorporation in response to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, if applicablerulemaking of the Securities and Exchange Commission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all Units or Common Stock, and Award-Equivalent Value in accordance with its terms, whether retroactively or prospectively, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from Units or Common Stock and/or Award-Equivalent Value that the Participant’s accounts or from any other compensation, Committee determines in its sole discretion is required to be recovered pursuant to the extent permissible terms of such policy. The obligations of Recipient to make payments or return Common Stock under this Section 409A are independent of any involvement by such Recipient in events that led to the Coderestatement. The provisions of this Section are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results.

Clawback. The In the event that after the grant of the Restricted Stock Award but prior to a Change in Control (1) the Company issues a material restatement of an initial financial statement, and (2) the Participant acknowledges and agrees engaged in intentional misconduct that caused or contributed to the terms and conditions set forth in need for such a restatement because of material noncompliance by the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy Company with applicable financial reporting requirements (as may be amended and restated from time to timea “Forfeiture Event”), the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for at the Company request of the Committee made within 90 days after the restatement, shall forfeit those Shares, if any, owned by the Participant at the time of the initial financial statement that is subsequently restated, regardless of whether those Shares are subject to restrictions at such time or whether the restrictions on such Shares shall have lapsed (the “Forfeitable Shares”). In addition, if a Forfeiture Event occurs, the Participant, at the Committee’s request (which request must be made within 90 days after the restatement), shall forfeit all dividends deferred pursuant to Section 2(b) with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted the Forfeitable Shares that then remain subject to restrictions prior to the Participant under Committee’s request and promptly remit to the CNX Resources Corporation Executive Annual Incentive Plan Company cash equal to the Net Dividends (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment hereinafter defined) received by the Participant at any time on the Forfeitable Shares. If the Forfeitable Shares are not owned by the Participant at the time of the Committee’s request, the Participant shall promptly remit to the Company the “Net Proceeds” (as hereinafter defined) from any sale, after the issuance of an initial financial statement that is subsequently restated, of Forfeitable Shares in lieu of the Forfeitable Shares. “Net Dividends” or “Net Proceeds” shall mean dividends or proceeds, as the case may be net of taxes paid or payable by the Participant as a result of the receipt of such dividends and the sale of such Shares in an amount reasonably determined by the Committee but including interest on the amount of cash repaid from the date of the receipt by Participant of such dividends or sale proceeds to the date of payment of such amount to the Company at a rate reasonably determined by the Committee. The Committee may, but shall not be required by Participant to, reduce the forfeiture, return and/or payment obligations hereunder to the extent that the Committee, in its sole and absolute discretion, shall deem appropriate. Nothing herein shall limit any other rights the Company shall have by law for misconduct of the Participant is, that caused or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, contributed to the extent permissible under Section 409A of the Codeneed for such restatement.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions anything in this Agreement to the contrary, certain Awards granted under if the Plan Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and such other to prevent its recurrence. Such action may include, to the extent permitted by applicable compensationlaw, includingcausing the partial or full cancellation of this Award and, without limitationwith respect to PSUs that have vested, annual cash incentive compensation, will be subject requiring the Employee to potential mandatory cancellation, forfeiture and/or repayment by the Participant repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the extent the Participant is, Company may have now or in the future becomeswith the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and any other policies obligations that are adopted to comply with the requirements Company may have regarding the clawback of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements “incentive-based compensation” under Section 10D of the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Exchange Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other Act of 2010 and any applicable laws, rules, rules and regulations or stock exchange listing standards, as may be in effect promulgated thereunder from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound time by the terms of the Clawback Policy, if applicable, U.S. Securities and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the CodeExchange Commission.

Clawback. The Participant acknowledges If there has been a Determination with respect to any Taxable Year or Taxable Years (including for the avoidance of doubt any Taxable Year or Taxable Years that are impacted by such Determination), and agrees that the terms and conditions set forth in aggregate amount of Tax Benefit Payments previously made to any Member pursuant to this Agreement for such relevant Taxable Years (reduced by any Clawback Payments previously paid to the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy by such Member pursuant to this Section 3.5(b) with respect to such relevant Taxable Years) (as may be amended and restated from time to timesuch amount, the “Clawback PolicyAggregate Tax Benefit Payments”) are incorporated is greater than the aggregate amount that such Tax Benefit Payments for such relevant Taxable Years would equal if calculated by taking into account the adjustments made in connection with such Determination (including, for the avoidance of doubt, interest, penalties and additions to tax related thereto) (such amount, an “Aggregate Adjusted Tax Benefit Amount”), then (i) the Corporation shall deliver to the Members an Amended Schedule (in accordance with Section 2.4) for each relevant Taxable Year (and, for the avoidance of doubt, each such Amended Schedule shall reflect the adjustments, interest, penalties and additions to tax related to such Determination which arise in the relevant Taxable Year) and (ii) each Member shall, within fifteen (15) days of such Amended Schedule becoming final in accordance with Section 2.4(a) of this Agreement by reference. To (the extent the “Clawback Policy is applicable Payment Date”), pay to the ParticipantCorporation the excess of (x) such Member’s Aggregate Tax Benefit Payments over (y) such Member’s Aggregate Adjusted Tax Benefit Amount, it creates additional rights for the Company calculated in accordance with respect to certain Awards and other applicable compensationsuch Amended Schedule(s) (such excess, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restateda “Clawback Payment”), or any successor plan. Notwithstanding any provisions in this Agreement to the contrarypreceding sentence, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and Payments payable pursuant to this Agreement, the Participant consents to Agreement shall first be bound offset by the terms Tax Benefit Payment for the Taxable Year in which the Determination is made, as reasonably estimated by the Corporation. In the event that a Member does not make timely payment of all or any portion of a Clawback Payment to the Corporation on or before the Clawback PolicyPayment Date, if applicable, and agrees and acknowledges that interest (calculated at the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company Default Rate) in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to respect of such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance Clawback Payment shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company accrue from the Participant of any Clawback Payment Date until the date on which such amounts, including from the Participant’s accounts or from any other compensation, Member makes such Clawback Payment to the extent permissible under Section 409A of the CodeCorporation.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, This Award will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements certain provisions of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Act of 2010 (“▇▇▇▇-▇▇▇▇▇”) and any other compensation clawback or other applicable laws, rules, regulations recoupment policy that the Committee has adopted or stock exchange listing standards, as may be in effect from time is required to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and adopt pursuant to this Agreement, the Participant consents to be bound listing standards of any national securities exchange on which the Company's securities are listed or as is otherwise required by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, ▇▇▇▇ ▇▇▇▇▇ or any other applicable compensation, including, without limitation, annual cash incentive compensation, law. Grantee acknowledges that is subject the Award or any compensation derived therefrom may be forfeited and/or recouped by the Company in accordance with any policies and procedures adopted by the Committee in order to comply with ▇▇▇▇ ▇▇▇▇▇ or other clawback or recoupment pursuant policy. Without limitation, the Company may, in its discretion, or shall as required by law, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under current or future Awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies, or (v) any combination of these actions. The Company's clawback or recoupment policy may require the Company take such recoupment actions against the Grantee whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to any event or circumstance giving rise to such laws, rules, regulations, stock exchange listing standards or clawback action. The Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensationwill, to the full extent permissible permitted by law, have the discretion based on the particular facts and circumstances to require that the Grantee reimburse the Company for all or any portion of any Awards if and to the extent the Awards reflected the achievement of financial results that were subsequently the subject of a restatement, or the achievement of other objectives that were subsequently found to be inaccurately measured, and a lower Award would have occurred based upon the restated financial results or accurately measured objectives. The Company may, in its discretion, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under Section 409A current or future Awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies or (v) any combination of the Codethese actions. The Company may take such actions against any Grantee, whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to such restatement or inaccurate measurement.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may This Award shall be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable subject to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under clawback provision of Section 16(n) of the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment this paragraph. The Company may in its sole discretion and as allowed by the Participant law recoup amounts paid to the Company to the extent the Participant is, or Executive under this Award Agreement in the future becomes, subject to event of (a) a financial restatement of the Company's previously issued financial statements as a result of errors, omission, fraud, or noncompliance with any Company clawback or recoupment policy, including financial reporting requirement under the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable securities laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws conduct by Executive, or concerning which Executive has direct knowledge and fails to timely take action to address, that impose mandatory clawback is materially adverse to the Company (such conduct to include conduct that in the reasonable opinion of the Company: (i) warrants or recoupment requirements under could warrant the circumstances set forth Executive’s dismissal; or (ii) is a violation of the Company’s Guiding Principles, or any law, regulation or listing standard (collectively, “Violation”), whether or not such Violation results in criminal prosecution or sanctions against Executive or the Company, and whether or not the Company learns of such laws, including as required by Violation before or after the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Executive’s termination of 2002employment). In such circumstances, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Committee shall review the facts and Consumer Protection Actcircumstances underlying the restatement or Violation. After this review, if it is determined that an Award amount was based on the achievement of certain financial results that were the subject of a restatement, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for that the Violation subjected the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreementfinancial, reputational or other harm, the Participant consents Committee may, in its discretion, require the Executive to be bound by reimburse the terms Company for all or a portion of any Award actually paid to the Clawback PolicyExecutive or, if applicablesuch Award has been deferred into the Non-Qualified Deferred Compensation Plan, and agrees and acknowledges that forfeit the Participant is obligated to cooperate with, and provide any and all assistance necessary toAward so deferred. In each such instance, the Company may forfeit (to the extent deferred) or seek to recover (to the extent paid) the amount by which the Executive's Award amount exceeded the lower amount, if any, that would have been made based on the restated financial results or the amount that, in the Company’s sole discretion, the Company was harmed by such Violation. However, if the clawback arises from a material restatement of our financial results, the Company will not seek such recovery where the payment to Executive occurred more than three years prior to the date the Company is required to prepare the applicable restatement. If the clawback relates to knowledge of materially adverse conduct, there is no time limit on recovery. The Company will determine, in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is sole discretion (but subject to clawback or recoupment pursuant to such lawsthe direction of the Committee), rules, regulations, stock exchange listing standards or the method for obtaining reimbursement from the Executive. The Company policy. Such cooperation and assistance shall include, but may forfeit and/or recoup amounts paid in respect of an Award regardless of whether the Executive is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment still employed by the Company from or an affiliate on the Participant date forfeiture and/or reimbursement is required. Forfeiture of any such amounts, including from the Participant’s accounts or from recoupment of amounts paid in respect of an Award does not limit any other compensation, to remedies that the extent permissible under Section 409A of the CodeCompany may have.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions anything in this Agreement to the contrary, certain Awards granted under if the Plan Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee , or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and such other to prevent its recurrence. Such action may include, to the extent permitted by applicable compensationlaw, includingcausing the partial or full cancellation of this Award and, without limitationwith respect to PSUs that have vested, annual cash incentive compensation, will be subject requiring the Employee to potential mandatory cancellation, forfeiture and/or repayment by the Participant repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the extent the Participant is, Company may have now or in the future becomeswith the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and any other policies obligations that are adopted to comply with the requirements Company may have regarding the clawback of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements “incentive-based compensation” under Section 10D of the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Exchange Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other Act of 2010 and any applicable laws, rules, rules and regulations or stock exchange listing standards, as may be in effect promulgated thereunder from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound time by the terms of the Clawback Policy, if applicable, U.S. Securities and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the CodeExchange Commission.

Clawback. If the Company’s financial statements are the subject of a restatement (i) due to material non-compliance with any financing reporting requirement under the federal securities laws, even if such restatement was not the result of any misconduct or error of the Grantee, (ii) in order to correct errors that were immaterial to previously issued financial statements but would result in a material misstatement if the errors were left uncorrected in future filings under the federal securities laws; or (iii) to correct errors that are recognized in the current period covered by the financial statements, then, to the extent permitted by governing law, the Company shall seek reimbursement of excess incentive compensation paid under the Award to the Grantee for the relevant year(s). In seeking such reimbursement, the Company shall take any and all actions it deems necessary or convenient in order to ensure the prompt reimbursement of all excess incentive compensation, taking into consideration the speed and cost of available options and the particular facts and circumstances of each such reimbursement. In addition, if the Company’s financial statements are the subject of a restatement or correction of error due, in whole or in part, to a Grantee’s misconduct, to the extent permitted by governing law, the Company may seek reimbursement of all incentive compensation paid under the Award to the Grantee for the relevant year(s). For purposes hereof, excess incentive compensation means the positive difference, if any, between (a) the Fair Market Value of the Shares issued to the Grantee and (b) the Fair Market Value of the Shares that would have been issued to the Grantee had the achievement of the Performance Goals been calculated based on the Company’s financial statements as restated. In addition, the Company may seek reimbursement of any or all Shares issued pursuant to this Award Agreement in the event the Board or the Compensation Committee determines, in its reasonable judgment, that the Grantee has, or has been negligent in connection with the supervision of someone who has, (x) engaged in fraud, misrepresentation, theft, or embezzlement, (y) engaged in other misconduct (including harassment), or (z) been grossly negligent in connection with the performance of their duties, in each case resulting in Company reputational or financial harm. The Participant acknowledges and agrees that foregoing shall be in addition to the terms and conditions set forth in of the CNX Resources Corporation Amended and Restated Executive Compensation Company’s Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in posted on its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codewebsite.

Clawback. The Participant To the extent required by applicable law, in the event of a material inaccuracy in the Company’s statements of earnings, gains or other criteria that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from Executive any portion of any incentive compensation received by Executive, the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are materially inaccurate, regardless of whether Executive engaged in any misconduct or was at fault or responsible in any way for causing the material inaccuracy, if, as a result of such material inaccuracy, Executive otherwise would not have received such incentive compensation (or portion thereof). In the event that the Company is entitled to, and seeks, recoupment pursuant to this paragraph, Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such reimbursement) of such incentive compensation which the Company is entitled to recoup hereunder. In the event that Executive fails to make prompt reimbursement of any such incentive compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, Executive acknowledges and agrees that the terms and conditions set forth in Company shall have the CNX Resources Corporation Amended and Restated right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to Executive Compensation Clawback Policy from the Company or (as may be amended and restated ii) to take any other appropriate action to recoup such payments. The Company’s right of recoupment pursuant to this paragraph shall apply only if the demand for recoupment is made not later than three years following the payment of applicable incentive compensation. The Company must seek recoupment of any such payments from time Executive within six (6) months of the Board’s actual knowledge of the material financial statement inaccuracy which forms the basis for such recoupment pursuant to time, the “Clawback Policy”) are incorporated this paragraph. The rights contained in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participantparagraph shall be in addition to, it creates additional and shall not limit, any other rights for or remedies that the Company with respect to certain Awards and other applicable compensationmay have under law or in equity, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to rights the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and may have under any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or Company recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, policy or other applicable laws, rules, regulations agreement or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company arrangement with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the CodeExecutive.

Clawback. The Participant acknowledges and agrees that this Award is subject to any applicable Clawback Policy and may be subject to Clawback pursuant to that policy or as a result of breach of any restrictive covenant or engagement in any activity that constitutes Cause under a loyalty or employment agreement. a. To the extent permitted by applicable law, including without limitation Code Section 409A, this Award is subject to offset in the event that the Participant has an outstanding Clawback, recoupment or forfeiture obligation to the Company under the terms of an applicable Clawback Policy, in the event that Participant breaches any restrictive covenant obligation or in the event that Participant engagement in activity that constitutes Cause under a loyalty or employment agreement. In the event of a Clawback, recoupment or forfeiture event, the amount required to be clawed back, recouped or forfeited pursuant to such policy, shall be deemed not to have been earned under the terms of the Plan, and the Company is entitled to recover from the Participant the amount specified to be clawed back, recouped, or forfeited (which amount, as applicable, shall be deemed an advance that remained subject to the Participant satisfying all eligibility conditions for earning this Award). b. If the Board of Directors or the Committee, as applicable, determines that Clawback is required or appropriate, in addition to the recoupment methods available under the terms of any applicable Clawback Policy, to the extent permitted by applicable law, the Company shall, as determined by the Committee in its sole discretion, take any of the following actions: (i) seek repayment from the Participant of any amounts or awards distributed under the Plan; (ii) reduce (subject to applicable law and the terms and conditions set forth in of the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and Plan or any other applicable compensationplan, includingprogram, without limitation, annual cash incentive compensation awards granted policy or arrangement) the amount that would otherwise be awarded or payable to the Participant under the CNX Resources Corporation Executive Annual Incentive Award, the Plan (as Amended and Restated)or any other compensatory plan, program, or arrangement maintained by the Company; (iii) withhold payment of future increases in compensation (including the payment of any successor plandiscretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices; or (iv) by any combination of the foregoing. Notwithstanding Any determination regarding the Participant’s conduct, and repayment or reduction under this provision, shall be within the sole discretion of the Committee and shall be final and binding on the Participant and the Company. The Participant, in consideration of the grant of the Award, and by the Participant’s execution of this Agreement, acknowledges the Participant’s understanding of this provision and hereby agrees to make and allow an immediate and complete repayment or reduction in accordance with this provision in the event of a call for repayment or other action by the Company or Committee to effect its terms with respect to the Participant, the Award and/or any provisions other compensation described in this Agreement Agreement. c. This Award is not considered earned, and the eligibility requirements with respect to this Award is not considered met, until all requirements of the contraryPlan, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policythis Agreement, and any other policies that Clawback Policy are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codemet.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, This Award will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements certain provisions of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Act of 2010 (“▇▇▇▇-▇▇▇▇▇”) and any other compensation clawback or other applicable laws, rules, regulations recoupment policy that the Committee has adopted or stock exchange listing standards, as may be in effect from time is required to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and adopt pursuant to this Agreement, the Participant consents to be bound listing standards of any national securities exchange on which the Company's securities are listed or as is otherwise required by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, ▇▇▇▇ ▇▇▇▇▇ or any other applicable compensation, including, without limitation, annual cash incentive compensation, law. Grantee acknowledges that is subject the Award or any compensation derived therefrom may be forfeited and/or recouped by the Company in accordance with any policies and procedures adopted by the Committee in order to comply with ▇▇▇▇ ▇▇▇▇▇ or other clawback or recoupment pursuant policy. Without limitation, the Company may, in its discretion, or shall as required by law, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under current or future Awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies, or (v) any combination of these actions. The Company's clawback or recoupment policy may require the Company take such recoupment actions against the Grantee whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to any event or circumstance giving rise to such laws, rules, regulations, stock exchange listing standards or clawback action. The Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensationwill, to the full extent permissible permitted by law, have the discretion based on the particular facts and circumstances to require that the Grantee reimburse the Company for all or any portion of any Awards if and to the extent the Awards reflected the achievement of financial results that were subsequently the subject of a restatement, or the achievement of other objectives that were subsequently found to be inaccurately measured, and a lower Award would have occurred based upon the restated financial results or accurately measured objectives. The Company may, in its discretion, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under Section 409A current or future Awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies or (v) any combination of these actions. The Company may take such actions against the CodeGrantee, whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to such restatement or inaccurate measurement.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback If the Corporation’s reported financial or recoupment policyoperating results become subject to a material negative restatement, including the Clawback Policy, and any other policies that are adopted Committee may require Recipient to comply with pay to the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwiseCorporation an amount corresponding to each award to the Recipient under this Agreement, or (botherwise return such Units or Common Stock, that the Committee determines would not have been vested or paid if the Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 7(a) any applicable laws that impose mandatory clawback must be made, if at all, within five years after the date the amount claimed was originally vested or recoupment requirements under paid, whichever is later. In addition, pursuant to the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Corporation’s ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, Policy (as may be in effect amended from time to time, the “Clawback Policy”), if the Committee determines that recoupment of compensation paid hereunder is required pursuant to the Clawback Policy, the Committee will require Recipient to repay or return compensation awarded hereunder. By acceptance of any Award or bonus payment hereunder, Recipient expressly acknowledges and which may operate agrees that any and all amounts paid to create additional rights for Recipient hereunder, and any other Incentive-Based Compensation paid by the Company Corporation to the Recipient, are and will be fully subject to the terms of the Clawback Policy (provided that Recipient is, or becomes, an individual that is subject to the Clawback Policy) and agrees to cooperate fully with respect the Corporation to awards and facilitate the recovery of any and all amounts relating thereto. By accepting an Award under the Plan and paid pursuant to this Agreement, Agreement and any other Incentive-Based Compensation paid by the Participant consents Corporation that the Committee determines in its sole discretion is required to be bound by recovered pursuant to the terms of the Clawback Policy. The obligations of Recipient to make payments or return Common Stock pursuant to this Section 7(a) are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section (a) are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results. (b) If at any time within three years of the vesting or payment of any award to Recipient under this Agreement, whichever is later, Recipient’s employment is terminated for Cause (or, if applicablesuch termination is deemed not to be for Cause, but the Corporation determines at any time during such three-year period that the Corporation could have terminated Recipient’s employment for Cause based on Recipient’s conduct during his or her time of employment with the Corporation), then if any part of the underlying conduct giving rise to such determination of Cause by the Corporation took place at any time during the applicable vesting period for each such award, as specified in this Agreement, then the Committee may require Recipient to pay to the Corporation an amount corresponding to each award that vested or was paid to Recipient pursuant to this Agreement, or to otherwise return such Units or Common Stock. (c) By acceptance of any award or Units hereunder, Recipient expressly acknowledges and agrees that any and all Units or Common Stock, as well as the Award-Equivalent Value thereof, are and will be fully subject to the terms of the foregoing clawback provisions, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from Units or Common Stock and/or Award-Equivalent Value that the Participant’s accounts or from any other compensation, Committee requires to be recovered pursuant to the extent permissible under Section 409A of the Codeforegoing.

Clawback. The Participant Grantee agrees and acknowledges and agrees that the terms entire Award, whether or not vested or settled and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as shares of Stock that may be amended and restated issued hereunder (including the proceeds from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restatedany sale of such shares of such Stock), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be are subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant Grantee to the Company under the Company’s Policy for Recoupment of Incentive Compensation, to the extent the Participant isapplicable, as well as under any other Company “clawback” or recoupment policy or in the future becomes, subject event that Applicable Law requires repayment by the Grantee of any compensation paid by the Company or the Employer to (a) the Grantee. In order to satisfy any Company recoupment obligation arising under any clawback or recoupment policy, including compensation recovery policy of the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards Company or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements otherwise under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to timeamong other things, the Grantee expressly and which may operate to create additional rights for explicitly authorizes the Company to issue instructions, on the Grantee’s behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of any clawback or compensation recovery policy. Without limiting the foregoing, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with respect to awards any financial reporting requirement under the securities laws and the recovery of amounts relating thereto. By accepting an Award under Grantee knowingly engaged in the Plan and pursuant misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to this Agreementprevent the misconduct, or was grossly negligent in failing to prevent the misconduct, the Participant consents to be bound by Grantee shall reimburse the terms Company the amount of any payment in settlement of the Clawback PolicyAward earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that contained such material noncompliance. Capitalized terms used but not defined in this Appendix B have the meanings set forth herein or in the Plan. This Appendix B includes additional terms and conditions that govern this Award if the Grantee resides and/or works in one of the countries listed herein. If the Grantee is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, if applicabletransfers employment and/or residency to another country after receiving the grant of Restricted Stock Units, and agrees and acknowledges that the Participant or is obligated to cooperate with, and provide any and all assistance necessary toconsidered a resident of another country for local law purposes, the Company shall, in its efforts discretion, determine to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation what extent the terms and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, conditions herein will apply to the extent permissible under Section 409A of the CodeGrantee.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback If the Corporation’s reported financial or recoupment policy, including the Clawback Policy, and any other policies that are adopted operating results become subject to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002a material negative restatement, the Committee, in its discretion, may require Recipient to pay to the Corporation an amount corresponding to the amount that the Committee determines would not have been vested or paid if the Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 6(a) must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In addition, pursuant to the Corporation’s ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, Policy (as may be in effect amended from time to time, the “Clawback Policy”), if the Committee determines that recoupment of compensation paid hereunder is required pursuant to the Clawback Policy, the Committee will require Recipient to repay or return compensation awarded hereunder. By acceptance of any Award or bonus payment hereunder, Recipient expressly acknowledges and which may operate agrees that any and all amounts paid to create additional rights for Recipient hereunder, and any other Incentive-Based Compensation paid by the Company Corporation to the Recipient, are and will be fully subject to the terms of the Clawback Policy (provided that Recipient is, or becomes, an individual that is subject to the Clawback Policy) and agrees to cooperate fully with respect the Corporation to awards and facilitate the recovery of any and all amounts relating thereto. By accepting an Award under the Plan and paid pursuant to this Agreement, Agreement and any other Incentive-Based Compensation paid by the Participant consents Corporation that the Committee determines in its sole discretion is required to be bound by recovered pursuant to the terms of the Clawback Policy. The obligations of Recipient to make payments or return bonus amounts paid hereunder pursuant to this Section 6(a) are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section 6(a) are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results. (b) If at any time within three years of the vesting or payment of any award to Recipient under this Agreement, whichever is later, Recipient’s employment is terminated for Cause (or, if applicablesuch termination is deemed not to be for Cause, but the Corporation determines at any time during such three-year period that the Corporation could have terminated Recipient’s employment for Cause based on Recipient’s conduct during his or her time of employment with the Corporation), then if any part of the underlying conduct or circumstances giving rise to such determination of Cause by the Corporation took place at any time during the applicable vesting period for each such award, as specified in this Agreement, then the Committee may require Recipient to pay to the Corporation an amount corresponding to each award that vested or was paid to Recipient pursuant to this Agreement. By acceptance of any Award or bonus payment hereunder, Recipient expressly acknowledges and agrees that any and all amounts paid to Recipient hereunder are and will be fully subject to the terms of the foregoing clawback provisions, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from amounts that the Participant’s accounts or from any other compensation, Committee requires to be recovered pursuant to the extent permissible under Section 409A of the Codeforegoing.

Clawback. To the extent The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Company Section 16 Executive Compensation Officer Clawback Policy (as may be amended and restated from time to time, the “Executive Clawback Policy”) are incorporated in this Agreement by reference. To the extent the or The ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Company Key Employee Clawback Policy (as may be amended and restated from time to time, the “Key Employee Clawback Policy”) is applicable to the Participantyou, it creates such policies create additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted paid or payable to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor planyou. Notwithstanding any provisions in of this Agreement to the contrary, certain Awards granted to the extent applicable, any compensation paid or payable hereunder or under other plans and arrangements maintained by the Plan Company and such other applicable compensation, including, without limitation, annual cash incentive compensation, its affiliates will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant you to the Company to the extent the Participant isthat you are, or in the future becomesbecome, subject to (a) any Company clawback or recoupment policy, including the Executive Clawback Policy, the Key Employee Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations regulations, or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards certain compensation paid or payable to you and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to executing this Agreement, the Participant consents you consent to be bound by the terms of the Executive Clawback Policy or the Key Employee Clawback Policy, if applicable, and agrees agree and acknowledges acknowledge that the Participant is you are obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains compensation paid or earnings related to an Award, payable under this Agreement or any other applicable compensation, including, without limitation, annual cash incentive compensation, compensation that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant you of any such amounts, including from the Participant’s your accounts or from any other compensation, to the extent permissible under Section 409A of the Code.409A.

Clawback. The Participant acknowledges and agrees (a) If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require Recipient to pay to the Corporation an amount corresponding to the amount that the terms and conditions set forth in Committee determines would not have been vested or paid if the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 7(a) must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In the alternative, the Committee may require Recipient to repay or return compensation awarded hereunder pursuant to such rules as may be amended and restated adopted from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable time pursuant to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements Section 954 of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, to the extent applicable. By acceptance of any Award or other applicable lawsbonus payment hereunder, rulesRecipient expressly acknowledges and agrees that any and all amounts paid to Recipient hereunder are and will be fully subject to the terms of any policy regarding repayment, regulations recoupment or stock exchange listing standardsclawback of compensation now or hereafter adopted by the Corporation in response to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as may be rulemaking of the Securities and Exchange Commission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all bonus amounts paid hereunder in effect from time to timeaccordance with its terms, whether retroactively or prospectively, and which may operate agrees to create additional rights for cooperate fully with the Company with respect Corporation to awards and facilitate the recovery of any that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. The obligations of Recipient to make payments or return bonus amounts relating theretopaid hereunder under this Section 7(a) are independent of any involvement by such Recipient in events that led to the restatement. By accepting The provisions of this Section 7(a) are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results. (b) If at any time within three years of the vesting or payment of any award to Recipient under this Agreement, whichever is later, Recipient’s employment is terminated for Cause (or, if such termination is deemed not to be for Cause, but the Corporation determines at any time during such three-year period that the Corporation could have terminated Recipient’s employment for Cause based on Recipient’s conduct during his or her time of employment with the Corporation), then if any part of the underlying conduct or circumstances giving rise to such determination of Cause by the Corporation took place at any time during the applicable vesting period for each such award, as specified in this Agreement, then the Committee may require Recipient to pay to the Corporation an Award under the Plan and amount corresponding to each award that vested or was paid to Recipient pursuant to this Agreement. By acceptance of any Award or bonus payment hereunder, the Participant consents Recipient expressly acknowledges and agrees that any and all amounts paid to Recipient hereunder are and will be bound by fully subject to the terms of the Clawback Policy, if applicableforegoing clawback provision, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from amounts that the Participant’s accounts or from any other compensation, Committee requires to be recovered pursuant to the extent permissible under Section 409A of the Codeforegoing.

Clawback. The Participant acknowledges and agrees If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require the Recipient to pay to the Corporation an amount corresponding to the amount that the terms and conditions set forth in Committee determines would not have been vested or paid if the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In the alternative, the Committee may require Recipient to repay or return compensation awarded hereunder pursuant to such rules as may be amended and restated adopted from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable time pursuant to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements Section 954 of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating theretoextent applicable. By accepting an acceptance of any Award under the Plan or bonus payment hereunder, Recipient expressly acknowledges and pursuant agrees that any and all amounts paid to this Agreement, the Participant consents Recipient hereunder are and will be fully subject to be bound by the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the Clawback PolicyCorporation in response to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, if applicablerulemaking of the Securities and Exchange Commission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all bonus amounts paid hereunder in accordance with its terms, whether retroactively or prospectively, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from that the Participant’s accounts or from any other compensation, Committee determines in its sole discretion is required to be recovered pursuant to the extent permissible terms of such policy. The obligations of Recipient to make payments or return bonus amounts paid hereunder under this Section 409A are independent of any involvement by such Recipient in events that led to the Coderestatement. The provisions of this Section are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results.

Clawback. The Participant acknowledges If the financial results of the Company for any period within the Performance Period are the subject of a Mandatory Restatement (as defined below) and agrees a lower number of Units (or no Units) would have vested based upon the restated financial results, Awardee shall reimburse the Company the difference between the fair market value (measured at the time of delivery) of the shares actually delivered to Awardee under this Agreement and of the shares that would have been deliverable to Awardee, reduced by the terms Net Tax Costs (as defined below), based on the restated financial results. Awardee’s reimbursement to the Company shall be made within 30 business days after receiving written notice of the amount owed and conditions set forth the calculations thereof. A “Mandatory Restatement” shall mean a restatement of the Company’s financial statement which, in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy good faith opinion of the Company’s public accounting firm, is required to be implemented pursuant to generally accepted accounting principles, but excluding (as may be amended and restated from time to time, the “Clawback Policy”i) are incorporated in this Agreement by reference. To the extent the Clawback Policy any restatement which is applicable to the Participant, it creates additional rights for the Company required with respect to certain Awards and other applicable compensationa particular year as a consequence of a change in generally accepted accounting rules effective after the publication of the financial statements for such year, includingor (ii) any restatement that (A) in the good faith judgment of the Audit Committee of the Board (“Audit Committee”), without limitation, annual cash incentive compensation awards granted is required due to a change in the Participant under manner in which the CNX Resources Corporation Executive Annual Incentive Plan Company’s auditors interpret the application of generally accepted accounting principles (as Amended and Restatedopposed to a change in a prior accounting conclusion due to a change in the facts upon which such conclusion was based), or (B) is otherwise required due to events, facts or changes in law or practice that the Board of Directors concludes were beyond the control and responsibilities of Awardee and that occurred regardless of the Awardee’s diligent and thorough performance of his duties and responsibilities. “Net Tax Costs” shall mean the net amount of any successor plan. Notwithstanding any provisions federal, foreign, state or local income and employment taxes paid by Awardee in this Agreement to respect of the contrary, certain Awards granted under portion of the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be Award subject to potential mandatory cancellationreimbursement, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide after taking into account any and all assistance necessary toavailable deductions, credits or other offsets allowable to the Company in its efforts to recover or recoup an AwardAwardee (including without limit, any gains deductions permitted under the claim of right doctrine), and regardless of whether the Awardee would be required to amend any prior income or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codetax returns.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth Notwithstanding anything in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under in the Plan and event that the Company is required to materially restate its financial results, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other applicable compensation, including, without limitation, annual cash incentive compensation, will accounting principles that may be subject to potential mandatory cancellation, forfeiture and/or repayment adopted by the Participant Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following January 1, 2017 as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Award, in whole or in part, whether or not vested, and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the extent the Participant is, or in the future becomes, subject payments that have been made to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and Employee pursuant to this Agreement, . Such cancellation or repayment obligation shall be effective as of the Participant consents to be bound date specified by the terms of the Clawback Policy, if applicableCommittee. Any repayment obligation shall be satisfied in cash, and agrees and acknowledges that the Participant is obligated Committee may provide for an offset to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment future payments owed by the Company from or its Affiliates to the Participant of Employee if necessary to satisfy the repayment obligation; provided, however, that if any such amountsoffset is prohibited under applicable law, including from the Participant’s accounts or from Committee shall not permit any other compensationoffsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent permissible under required to comply with applicable law and/or any Clawback Policy adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 409A 8(l), and any such amendment shall be made by providing notice of such amendment to Employee, and shall be binding on Employee; provided, regardless of whether the CodeCompany makes such a unilateral amendment to this Section 8(l) or provides such notice to Employee, this Section 8(l) shall be deemed consistent with any Clawback Policy adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in of this Notice and Agreement to the contrary, certain Awards any option granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, hereunder will be subject to potential mandatory cancellation, forfeiture and/or or repayment by the Participant Employee to the Company to the extent the Participant Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies policy that are is adopted to comply with the requirements of any applicable laws, rules, rules or regulations, stock exchange listing standards or otherwisethat is otherwise adopted by the Company, or (b) any applicable laws that which impose mandatory clawback or recoupment requirements recoupment, under the circumstances set forth in such applicable laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable lawslaw, rules, regulations regulation or stock exchange listing standardsrequirement, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards Awards and the forfeiture or recovery of amounts relating thereto. By accepting In the event of a forfeiture event under an Award under the Plan and applicable Company clawback policy, any amounts required to be forfeited pursuant to this Agreement, the Participant consents such policy shall be deemed not to be bound by have been earned under the terms of the Clawback Policy, if applicablePlan, and the Company shall be entitled to recover from Employee the amount specified under the clawback policy to be forfeited. By accepting this Award, ▇▇▇▇▇▇▇▇ agrees and acknowledges that the Participant Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to provide for the forfeiture or to recover or recoup an Award, any gains this Award or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is amounts paid under this Award subject to clawback or recoupment pursuant to such lawslaw, rules, regulationsgovernment regulation, stock exchange listing standards requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery forfeit, recover or recoupment by the Company recoup this Award or amounts paid hereunder from the Participant of any such amountsEmployee’s accounts, including from the Participant’s accounts or from any other compensation, pending or future compensation awards that may be made to the extent permissible under Section 409A of the CodeEmployee.

Clawback. The Participant Grantee acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive The ▇▇▇▇▇’s Company, Inc. Incentive-Based Compensation Clawback Recoupment Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the ParticipantGrantee, it creates additional rights for the Company with respect to certain Awards this award of Restricted Stock and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under Grantee by the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor planCompany. Notwithstanding any provisions in this Agreement to the contrary, certain Awards any award of Restricted Stock granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant Grantee to the Company to the extent the Participant Grantee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, Policy and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award the award of Restricted Stock under the Plan and pursuant to this Agreement, the Participant Grantee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant Grantee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Awardthe Restricted Stock, any gains or earnings related to an Awardthe Restricted Stock, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant Grantee of any such amounts, including from the ParticipantGrantee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback. The Participant acknowledges and agrees In accordance with Section 20(d) of the Plan, if the Committee has determined that any fraud or intentional misconduct by the Grantee was a significant contributing factor to the Company having to restate all or a portion of its financial statement(s), to the extent permitted by applicable law the Grantee shall: (a) return to the Company all Market Share Units and/or Common Shares that the terms Grantee has not disposed of that were paid out pursuant to this Agreement; and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”b) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensationany Market Share Units and/or Common Shares that the Grantee has disposed of that were paid out pursuant to this Agreement, including, without limitation, annual cash incentive compensation awards granted pay to the Participant under Company in cash the CNX Resources Corporation Executive Annual Incentive Plan (as Amended value of such Market Share Units on the date such Market Share Units were paid out. The remedy specified herein shall not be exclusive, and Restated), shall be in addition to every other right or any successor planremedy at law or in equity that may be available to the Company. Notwithstanding any provisions other provision of this Agreement or the Plan to the contrary, if this Section 20 is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement shall be deemed to be unenforceable due to a failure of consideration, and the Grantee’s rights to the Market Share Units and/or Common Shares that would otherwise be granted or paid under this Agreement shall be forfeited. Further, notwithstanding anything in this Agreement to the contrary, certain Awards granted under the Plan Grantee acknowledges and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be agrees that this Agreement and the award described herein (and any settlement thereof) are subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to terms and conditions of the Company to the extent the Participant is, or in the future becomes, subject to Company’s clawback policy (aif any) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to timetime specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares may operate be traded) (the “Compensation Recovery Policy”), and that this Section 20 shall be deemed superseded by and subject to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms and conditions of the Clawback Policy, if applicable, Compensation Recovery Policy from and agrees and acknowledges that after the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codeeffective date thereof.

Clawback. The Participant Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (Employer’s compensation clawback policy as may be amended and restated in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the shares of the Company’s common stock may be traded) (the “Clawback Compensation Recovery Policy”) are incorporated in into this Agreement by reference. To the extent the Clawback Compensation Recovery Policy is applicable to the ParticipantExecutive, it creates additional rights for the Company Employer with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor planincentive-based compensation. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, compensation will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant Executive to the Company Employer to the extent the Participant Executive is, or in the future becomes, subject to (ai) any Company Employer clawback or recoupment policy, including the Clawback Compensation Recovery Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (bii) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company Employer with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant Executive consents to be bound by the terms of the Clawback Compensation Recovery Policy, if applicable, and agrees and acknowledges that the Participant Executive is obligated to cooperate with, and provide any and all assistance necessary to, the Company Employer in its efforts to recover or recoup an Awardaward, any gains or earnings related to an Awardaward, or any other applicable compensationcompensation or amounts, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company Employer from the Participant Executive of any such amounts, including from the ParticipantExecutive’s accounts or from any other compensation, to the extent permissible under Code Section 409A of the Code.409A.

Clawback. The Participant acknowledges and agrees that this Award is subject to any applicable Clawback Policy. a. To the extent permitted by applicable law, including without limitation Code Section 409A, this Award is subject to offset in the event that the Participant has an outstanding clawback, recoupment or forfeiture obligation to the Company under the terms of an applicable Clawback Policy. In the event of a clawback, recoupment or forfeiture event under an applicable Clawback Policy, the amount required to be clawed back, recouped or forfeited pursuant to such policy, shall be deemed not to have been earned under the terms of the Plan, and the Company is entitled to recover from the Participant the amount specified under the Clawback Policy to be clawed back, recouped, or forfeited (which amount, as applicable, shall be deemed an advance that remained subject to the Participant satisfying all eligibility conditions for earning this Award). b. If the Board of Directors or the Committee, as applicable, determines that clawback is required or appropriate under an applicable Clawback Policy, in addition to the recoupment methods available under the terms of an applicable Clawback Policy, to the extent permitted by applicable law, the Company shall, as determined by the Committee in its sole discretion, take any of the following actions: (i) seek repayment from the Participant of any amounts or awards distributed under the Plan for so long as such amount or awards are subject to the terms of such Clawback Policy; (ii) reduce (subject to applicable law and the terms and conditions set forth in of the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and Plan or any other applicable compensationplan, includingprogram, without limitation, annual cash incentive compensation awards granted policy or arrangement) the amount that would otherwise be awarded or payable to the Participant under the CNX Resources Corporation Executive Annual Incentive Award, the Plan (as Amended and Restated)or any other compensatory plan, program, or arrangement maintained by the Company; (iii) withhold payment of future increases in compensation (including the payment of any successor plandiscretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices; or (iv) by any combination of the foregoing. Notwithstanding Any determination regarding the Participant’s conduct, and repayment or reduction under this provision, shall be within the sole discretion of the Committee and shall be final and binding on the Participant and the Company. The Participant, in consideration of the grant of the Award, and by the Participant’s execution of this Agreement, acknowledges the Participant’s understanding of this provision and hereby agrees to make and allow an immediate and complete repayment or reduction in accordance with this provision in the event of a call for repayment or other action by the Company or Committee to effect its terms with respect to the Participant, the Award and/or any provisions other compensation described in this Agreement Agreement. c. This Award is not considered earned, and the eligibility requirements with respect to this Award is not considered met, until all requirements of the contraryPlan, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policythis Agreement, and any other policies that Clawback Policy are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating theretomet. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.DB1/ 138221727.3

Clawback. The Participant Employee's receipt of this Performance Award is expressly conditioned on the Employee's agreement to the terms and provisions of this Section, and the Employee acknowledges that the Employee would not have received this Performance Award in the absence of such agreement. By accepting this Performance Award, the Employee acknowledges and agrees that that: (a) the terms compensation (inclusive of Stock) payable pursuant to this Performance Award and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and any other applicable compensation, including, without limitation, annual cash incentive compensation awards award granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted Employee under the Plan and (whether granted before, on or after the Grant Date) shall not be deemed fully earned or vested, even if paid or distributed to the Employee, if such other applicable compensation, including, without limitation, annual cash incentive compensation, will be compensation or any portion thereof is subject to potential mandatory cancellationrecovery, forfeiture and/or repayment revocation, recoupment or "clawback" by the Participant to the Company to the extent the Participant is, or in the future becomes, subject any of its affiliates pursuant to (ai) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements provisions of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-‑▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the "Act"), (ii) any rules or regulations promulgated under the Act or by any stock exchange on which the Company's Stock is listed (collectively, the "Rules"), or other applicable laws, rules, regulations (iii) any compensation recoupment or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for clawback policies or procedures adopted by the Company or any of its affiliates, in each case with respect to awards clauses (i), (ii) and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to (iii) above as such lawsprovisions, rules, regulations, stock exchange listing standards policies and procedures may be adopted and amended from time to time (including with retroactive effect); and (b) any other compensation or benefit (inclusive of Stock) payable to or on behalf of the Employee from the Company policy. Such cooperation and assistance shall includeor any of its affiliates (whether payable before, on or after the Grant Date, but excluding any compensation or benefit payable pursuant to a Performance Award granted under the Plan) shall not be deemed fully earned or vested, even if paid or distributed to the Employee, if such compensation, benefit or any portion thereof is not limited tosubject to recovery, executingrevocation, completing and submitting any documentation necessary to facilitate the recovery recoupment or recoupment clawback by the Company or any of its affiliates pursuant to the Act, the Rules or any compensation recoupment or clawback policies or procedures adopted by the Company or any of its affiliates, in each case as the Act, the Rules and such policies and procedures may be adopted and amended from time to time (including with retroactive effect). In addition, the Employee hereby agrees (on behalf of the Employee and any other individual, entity or other person claiming under or through the Employee) that: (x) compensation payable pursuant to this Performance Award (inclusive of stock) and any other compensation or benefit payable to or on behalf of the Employee (whether under the Plan or otherwise) shall be subject to recovery, revocation, recoupment or clawback as provided in the preceding provisions of this Section; and (y) the Employee (or any such individual, entity or other person) shall not seek indemnification or contribution from the Participant Company or any of its affiliates with respect to any such amountsamount so recovered, including from revoked, recouped or clawed back. This Section shall survive the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A termination of the Codethis Agreement.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and Grantee agrees and acknowledges that the Participant is obligated entire Award, whether or not vested or settled and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of such Stock), are subject to cooperate with, and provide any and all assistance necessary to, mandatory repayment by the Grantee to the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate under the recovery or recoupment by the Company from the Participant of any such amounts, including from the ParticipantCompany’s accounts or from any other compensationCompensation Recoupment Policy, to the extent permissible applicable, as well as under any other Company “clawback” or recoupment policy or in the event that Applicable Law requires repayment by the Grantee of any compensation paid by the Company or the Employer to the Grantee. In order to satisfy any recoupment obligation arising under any clawback or compensation recovery policy that the Company adopts, including the Company’s Recoupment Policy or otherwise under Applicable Laws or under Section 409A 4(e) of this Agreement, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee’s behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. Without limiting the foregoing, if the Company is required to prepare an accounting restatement due to the material noncompliance of the CodeCompany, as a result of misconduct, with any financial reporting requirement under the securities laws and the Grantee knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or was grossly negligent in failing to prevent the misconduct, the Grantee shall reimburse the Company the amount of any payment in settlement of the Award earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that contained such material noncompliance. No recovery of compensation under this Section 24 will be an event giving rise to a right to resign for Good Reason or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between the Grantee and the Company or any Subsidiary or Affiliate. Capitalized terms used but not defined in this Appendix B have the meanings set forth herein or in the Plan. This Appendix B includes additional terms and conditions that govern this Award if the Grantee resides and/or works in one of the countries listed herein. If the Grantee is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, transfers employment and/or residency to another country after receiving the grant of Restricted Stock Units, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions herein will apply to the Grantee.

Clawback. The Participant acknowledges and agrees (a) If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require Recipient to pay to the Corporation an amount corresponding to each award to the Recipient under this Agreement, or otherwise return such Units or Common Stock, that the terms and conditions set forth in Committee determines would not have been vested or paid if the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 7(a) must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In the alternative, the Committee may require Recipient to repay or return compensation awarded hereunder pursuant to such rules as may be amended and restated adopted from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable time pursuant to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements Section 954 of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, to the extent applicable. By acceptance of any award or other applicable lawsUnits hereunder, rules, regulations Recipient expressly acknowledges and agrees that any and all Units or stock exchange listing standardsCommon Stock, as may be in effect from time to time, and which may operate to create additional rights for well as the Company equivalent cash value thereof with respect to awards any and all such Units or Common Stock, that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the benefit of the Recipient or any transferee or assignee thereof (collectively, the “Award-Equivalent Value”), are and will be fully subject to the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the Corporation in response to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, rulemaking of the Securities and Exchange Commission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all Units or Common Stock, and Award-Equivalent Value in accordance with its terms, whether retroactively or prospectively, and agrees to cooperate fully with the Corporation to facilitate the recovery of amounts relating theretoany Units or Common Stock and/or Award-Equivalent Value that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. By accepting The obligations of Recipient to make payments or return Common Stock under this Section 7(a) are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section (a) are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results. (b) If at any time within three years of the vesting or payment of any award to Recipient under this Agreement, whichever is later, Recipient’s employment is terminated for Cause (or, if such termination is deemed not to be for Cause, but the Corporation determines at any time during such three-year period that the Corporation could have terminated Recipient’s employment for Cause based on Recipient’s conduct during his or her time of employment with the Corporation), then if any part of the underlying conduct giving rise to such determination of Cause by the Corporation took place at any time during the applicable vesting period for each such award, as specified in this Agreement, then the Committee may require Recipient to pay to the Corporation an Award under the Plan and amount corresponding to each award that vested or was paid to Recipient pursuant to this Agreement, or to otherwise return such Units or Common Stock. By acceptance of any award or Units hereunder, Recipient expressly acknowledges and agrees that any and all Units or Common Stock, as well as the Participant consents Award-Equivalent Value thereof, are and will be fully subject to be bound by the terms of the Clawback Policy, if applicableforegoing clawback provision, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from Units or Common Stock and/or Award-Equivalent Value that the Participant’s accounts or from any other compensation, Committee requires to be recovered pursuant to the extent permissible under Section 409A of the Codeforegoing.

Clawback. The Participant Employee’s receipt of this Performance Award is expressly conditioned on Employee’s agreement to the terms and provisions of this Section 14, and Employee acknowledges that Employee would not have received this Performance Award in the absence of such agreement. By accepting this Performance Award, Employee acknowledges and agrees that that: (a) the terms compensation (inclusive of Stock) payable pursuant to this Performance Award and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and any other applicable compensation, including, without limitation, annual cash incentive compensation awards award granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted Employee under the Plan and (whether granted before, on or after the Grant Date) shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such other applicable compensation, including, without limitation, annual cash incentive compensation, will be compensation or any portion thereof is subject to potential mandatory cancellationrecovery, forfeiture and/or repayment revocation, recoupment or "clawback" by the Participant to the Company to the extent the Participant is, or in the future becomes, subject any of its affiliates pursuant to (ai) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements provisions of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the "Act"), (ii) any rules or regulations promulgated under the Act or by any stock exchange on which the Company's Stock is listed (collectively, the "Rules"), or other applicable laws, rules, regulations (iii) any compensation recoupment or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for clawback policies or procedures adopted by the Company or any of its affiliates, including the Oil States International, Inc. Incentive-Based Compensation Recoupment Policy, in each case with respect to awards clauses (i), (ii) and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to (iii) above as such lawsprovisions, rules, regulations, stock exchange listing standards policies and procedures may be adopted and amended from time to time (including with retroactive effect); and (b) any other compensation or benefit (inclusive of Stock) payable to or on behalf of Employee from the Company policy. Such cooperation and assistance shall includeor any of its affiliates (whether payable before, on or after the Grant Date, but excluding any compensation or benefit payable pursuant to a Performance Award granted under the Plan) shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such compensation, benefit or any portion thereof is not limited tosubject to recovery, executingrevocation, completing and submitting any documentation necessary to facilitate the recovery recoupment or recoupment clawback by the Company or any of its affiliates pursuant to the Act, the Rules or any compensation recoupment or clawback policies or procedures adopted by the Company or any of its affiliates, including the Oil States International, Inc. Incentive-Based Compensation Recoupment Policy, in each case as the Act, the Rules and such policies and procedures may be adopted and amended from time to time (including with retroactive effect). In addition, Employee hereby agrees (on behalf of Employee and any other individual, entity or other person claiming under or through Employee) that: (x) compensation payable pursuant to this Performance Award (inclusive of Stock) and any other compensation or benefit payable to or on behalf of Employee (whether under the Plan or otherwise) shall be subject to recovery, revocation, recoupment or clawback as provided in the preceding provisions of this Section 14; and (y) Employee (or any such individual, entity or other person) shall not seek indemnification or contribution from the Participant Company or any of its affiliates with respect to any such amountsamount so recovered, including from revoked, recouped or clawed back. This Section shall survive the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A termination of the Codethis Agreement.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions anything in this Agreement to the contrary, certain Awards granted you acknowledge and agree that (i) this Agreement, the Restricted Stock Units (and any settlement thereof) and any other performance-based incentive compensation or related amounts held or received by you are subject to any Avient clawback policy applicable to you, under the Plan their terms and such other applicable compensationconditions as may be in effect from time to time, including, without limitation, annual cash incentive compensationto implement Section 10D of the Exchange Act and any applicable rules or regulations (including applicable rules and regulations of any national securities exchange or national securities association on which the Common Shares may be traded) (the “Compensation Recovery Policy”), will and (ii) that any relevant sections of this Agreement shall be deemed superseded by and subject to potential mandatory cancellationthe terms and conditions of any such clawback policy from and after the effective date thereof. Further, forfeiture and/or repayment by accepting the Restricted Stock Units covered by this Agreement, you (A) consent to be bound by the Participant terms of the Compensation Recovery Policy, as applicable, (B) agree and acknowledge that you are obligated to and will cooperate with, and will provide any and all assistance necessary to, Avient in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery 2025 RSU Award Agreement (US) NAI-1541936239v2 pursuant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or otherwiseother Avient policy, or and (bC) any applicable laws agree that impose mandatory clawback or recoupment requirements Avient may enforce its rights under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide Compensation Recovery Policy through any and all assistance reasonable means permitted under applicable law as it deems necessary to, or desirable under the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policyCompensation Recovery Policy. Such cooperation and assistance shall include, include (but is not limited to, ) executing, completing and submitting any documentation necessary necessary, or consenting to action by Avient, to facilitate the recovery or recoupment by the Company Avient from the Participant you of any such compensation or other amounts, including from the Participant’s your accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth Notwithstanding anything in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted in the event that the Company is required to materially restate its financial results, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the outstanding Award, in whole or in part, whether or not vested, and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the payments that have been made to Employee pursuant to this Agreement within the two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such payment amount was based on the erroneous data and exceeded the value or amount that would have been paid to the Employee under the Plan accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash, and the Committee may provide for an offset to any future payments owed by the Company or its or Affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such other offset is prohibited under applicable compensationlaw, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or the Committee shall not permit any offsets and may require immediate repayment by the Participant to Employee. Notwithstanding the Company foregoing, to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted required to comply with the requirements of applicable law and/or any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required Clawback Policy adopted by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Company after the date of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicableCompany may unilaterally amend this Section 9(k), and agrees and acknowledges that the Participant is obligated any such amendment shall be made by providing notice of such amendment to cooperate withEmployee, and provide any and all assistance necessary toshall be binding on Employee; provided, regardless of whether the Company in its efforts makes such a unilateral amendment to recover this Section 9(k) or recoup an Awardprovides such notice to Employee, this Section 9(k)shall be deemed consistent with any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment Clawback Policy adopted by the Company from after the Participant date of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codethis Agreement and Employee shall be bound thereby.

Clawback. The Participant Grantee acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive The ▇▇▇▇▇’s Company, Inc. Incentive-Based Compensation Clawback Recoupment Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the ParticipantGrantee, it creates additional rights for the Company with respect to certain Awards this award of 4.1 Performance Shares and Performance Units, Shares received upon the settlement of the Performance Shares, cash received upon the settlement of Performance Units, and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under Grantee by the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor planCompany. Notwithstanding any provisions in this Agreement to the contrary, certain Awards any award of Performance Shares or Performance Units granted under the Plan, Shares received upon the settlement of Performance Shares granted under the Plan, cash or other amounts received upon the settlement of Performance Units granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant Grantee to the Company to the extent the Participant Grantee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, Policy and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award the award of Performance Shares and Performance Units under the Plan and pursuant to this Agreement, the Participant Grantee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant Grantee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Awardthe Performance Shares and Performance Units and Shares or cash received upon the settlement of the Performance Shares or Performance Units, any gains or earnings related to an Awardthe Performance Shares or Performance Units or Shares or cash received upon the settlement thereof, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant Grantee of any such amounts, including from the ParticipantGrantee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback. The Participant acknowledges and agrees In the event that (a) Executive breaches any of Executive’s obligations, agreements or covenants under this Release Agreement or otherwise imposed by law, or (b) the terms and conditions set forth Company determines, following the Separation Date, that circumstances existed on or prior to the Separation Date that would have constituted “Cause” (as defined in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy Plan) under clauses (as may be amended and restated from time to timeiv), the “Clawback Policy”(v) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights or (vi) thereof for the Company with respect to certain Awards terminate Executive’s employment (subject to Section 16 below in the event of any dispute between the Company and other applicable compensationExecutive as to whether “Cause” existed), the Company will be entitled to (i) cease paying any then-unpaid Severance Benefits, and (ii) recover any previously-paid Severance Benefits from Executive, including, without limitation, annual cash incentive compensation the proceeds received from the sale of any shares of Company common stock acquired by Executive in connection with the acceleration or continued vesting of Executive’s equity awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan in connection with his termination of employment with the Company, and such the Company will be entitled to obtain all other applicable compensationrelief provided by law or equity. Executive agrees to promptly repay to the Company, includingwithin ten (10) days after written demand therefor, without limitationany Severance Benefits that the Company is entitled to recover pursuant to the preceding sentence. Further, annual cash incentive compensationany Severance Benefits which are subject to recovery under any law, government regulation, order or stock exchange listing requirement, or under any policy of the Company adopted from time to time, will be subject to potential mandatory cancellationsuch deductions and clawback (recovery) as may be required to be made pursuant to such law, forfeiture and/or repayment by the Participant to the Company to the extent the Participant isgovernment regulation, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulationsorder, stock exchange listing standards requirement or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under policy of the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for Company. Executive specifically authorizes the Company with respect to awards and the recovery withhold from future wages or future payments of Severance Benefits any amounts relating thereto. By accepting an Award that may become due under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code4.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”a) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by applicable law (including Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Section 954 of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act) and/or the rules and regulations of any securities exchange or inter-dealer quotation service on which equity of the Company or Parent is listed or quoted, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time if so required pursuant to time, and which may operate to create additional rights for a written policy adopted by the Company with or Parent, payments under this Agreement or in respect of Company or Parent equity incentive awards shall be subject (including on a retroactive basis) to awards clawback, forfeiture or similar requirements (and the recovery of amounts relating thereto. By accepting an Award under the Plan such requirements shall be deemed incorporated by reference into this Agreement and pursuant to this Agreement, the Participant consents to be bound by all agreements governing the terms of Company or Parent incentive equity compensation). (b) The Executive acknowledges that the Executive is subject to the Executive is or may become subject to the Magnachip Semiconductor Corporation Compensation Recovery Policy (as such policy may be amended and/or restated, the “Clawback Policy”). The Executive understands that if the Executive is or becomes subject to the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts and/or the Board shall be entitled to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive pursuant to such laws, rules, regulations, stock exchange listing standards means as the Company and/or the Board may elect. The Executive agrees that the Executive shall take all required action to enable such recovery. The Executive understands that such recovery may be sought and occur after the Executive’s engagement or service with the Company policyterminates. Such cooperation and assistance shall include, but The Executive further agrees that the Executive is not limited to, executing, completing and submitting entitled to indemnification for any documentation necessary Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to facilitate Erroneously Awarded Compensation recovered pursuant to the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensationClawback Policy and, to the extent permissible any agreement or organizational document purports to provide otherwise, the Executive hereby irrevocably agrees to forego such indemnification. The Executive acknowledges and agrees that the Executive has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive shall not, whether alone or in combination with any other action, event or condition, be deemed (i) a condition for Good Reason or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the Executive, or (ii) to constitute a breach of a contract or other arrangement to which the Executive is a party. This Section 409A 25 is a material term of the Codethis Agreement.

Clawback. The If the Participant acknowledges incurs a Termination for Cause or a Restrictive Covenant Breach (as defined below) occurs and agrees that written notice of such Restrictive Covenant Breach is given to the terms Participant by the Company, then the Participant shall immediately forfeit to the Company for no consideration, effective as of the date of such Termination for Cause or Restrictive Covenant Breach: (a) all of the PLUs (whether vested or not vested), (b) any Units, Shares or cash previously delivered on settlement of the PLUs and conditions set forth (c) in the CNX Resources Corporation Amended event the Participant has sold or otherwise disposed of any such PLUs, Units or Shares, the Participant shall promptly (and Restated Executive Compensation Clawback Policy in no event later than ten (10) days following the date of such Termination for Cause or such written notice of a Restrictive Covenant Breach) pay to the Company the Fair Market Value of such securities at the time of such sale or disposition. For purposes of this Agreement, a “Restrictive Covenant Breach” means a breach (as may be amended and restated from time to timedetermined by the Board in its sole discretion) by Participant in any material respect of the provisions of Appendix A, attached hereto, or any other non-competition, non-solicitation, confidentiality or other similar covenant made by Participant in favor of the Company or any of its Affiliates. Additionally, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional ’s rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions PLUs 3 will in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will all events be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any right that the Company clawback may have under the Company’s Clawback Policy or any Company recoupment policy, including policy or other agreement or arrangement with the Clawback PolicyParticipant, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform rules and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect promulgated thereunder from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound time by the terms of the Clawback Policy, if applicable, U.S. Securities and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, Exchange Commission or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the CodeApplicable Law.

Clawback. The Participant acknowledges and agrees If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require the Recipient to pay to the Corporation an amount corresponding to each award to the Recipient under this Agreement, or otherwise return such Units or Common Stock, that the terms and conditions set forth in Committee determines would not have been vested or paid if the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In the alternative, the Committee may require Recipient to repay or return compensation awarded hereunder pursuant to such rules as may be amended and restated adopted from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable time pursuant to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements Section 954 of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, to the extent applicable. By acceptance of any award or other applicable lawsUnits hereunder, rules, regulations Recipient expressly acknowledges and agrees that any and all Units or stock exchange listing standardsCommon Stock, as may be in effect from time to time, and which may operate to create additional rights for well as the Company equivalent cash value thereof with respect to awards any and all such Units or Common Stock, that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the recovery benefit of amounts relating thereto. By accepting an Award under the Plan and pursuant to this AgreementRecipient or any transferee or assignee thereof (collectively, the Participant consents “Award-Equivalent Value”), are and will be fully subject to be bound by the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the Clawback PolicyCorporation in response to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, if applicablerulemaking of the Securities and Exchange Commission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all Units or Common Stock, and Award-Equivalent Value in accordance with its terms, whether retroactively or prospectively, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from Units or Common Stock and/or Award-Equivalent Value that the Participant’s accounts or from any other compensation, Committee determines in its sole discretion is required to be recovered pursuant to the extent permissible terms of such policy. The obligations of Recipient to make payments or return Common Stock under this Section 409A are independent of any involvement by such Recipient in events that led to the Coderestatement. The provisions of this Section are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and Grantee agrees and acknowledges that the Participant is obligated entire Award, whether or not vested or settled and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of such Stock), are subject to cooperate with, and provide any and all assistance necessary to, mandatory repayment by the Grantee to the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate under the recovery or recoupment by the Company from the Participant of any such amounts, including from the ParticipantCompany’s accounts or from any other compensationCompensation Recoupment Policy, to the extent permissible applicable, as well as under Section 409A any other Company “clawback” or recoupment policy or in the event that Applicable Law requires repayment by the Grantee of any compensation paid by the Company or the Employer to the Grantee. In order to satisfy any recoupment obligation arising under any clawback or compensation recovery policy that the Company adopts or otherwise under Applicable Laws, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee’s behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of any clawback or compensation recovery policy. Without limiting the foregoing, if the Company is required to prepare an accounting restatement due to the material noncompliance of the CodeCompany, as a result of misconduct, with any financial reporting requirement under the securities laws and the Grantee knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or was grossly negligent in failing to prevent the misconduct, the Grantee shall reimburse the Company the amount of any payment in settlement of the Award earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that contained such material noncompliance. No recovery of compensation under this Section 23 will be an event giving rise to a right to resign for Good Reason or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between the Grantee and the Company or any Subsidiary. ______________________________ Grantee Name Grantee Acceptance Date This Appendix A describes the vesting requirements for Restricted Stock Units awarded under this Agreement for the FY25-FY27 Performance Period (January 1, 2025 through December 31, 2027, which shall be the “Performance Period”).

Clawback. The Participant acknowledges Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (clawback as may be amended and restated from time required to timebe made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Corporation pursuant to any such law, government regulation or stock exchange listing requirement). Without limiting the generality of the foregoing, the “Clawback Policy”Board may provide in any case that outstanding Awards (whether or not vested or exercisable) are incorporated in this Agreement and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards will be subject to forfeiture and disgorgement to the Corporation, with interest and other related earnings, if the Participant to whom the Award was granted violates (i) a non-competition, non-solicitation, confidentiality or other restrictive covenant by reference. To which he or she is bound, or (ii) any policy adopted by the extent the Clawback Policy is Corporation applicable to the Participant, it creates additional rights Participant that provides for the Company forfeiture or disgorgement with respect to certain incentive compensation that includes Awards under the Plan. In addition, the Board may require forfeiture and disgorgement to the Corporation of outstanding Awards and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards, with interest and other related earnings, to the extent required by law or applicable compensationstock exchange listing standards, including, without limitation, annual cash incentive compensation awards granted to Section 10D of the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback PolicyExchange Act, and any other policies that are related policy adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Corporation. Each Participant, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, by accepting or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time being deemed to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting have accepted an Award under the Plan and pursuant Plan, agrees to this Agreement, cooperate fully with the Participant consents to be bound by the terms of the Clawback Policy, if applicableBoard, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide cause any and all assistance necessary topermitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or Board nor the Corporation nor any other applicable compensationperson, includingother than the Participant and his or her permitted transferees, without limitationif any, annual cash incentive compensationwill be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under may arise in connection with this Section 409A of the Code11.3.

Clawback. The Participant acknowledges and agrees that this Award is subject to any applicable Clawback Policy. a. To the extent permitted by applicable law, including without limitation Code Section 409A, this Award is subject to offset in the event that the Participant has an outstanding clawback, recoupment or forfeiture obligation to the Company under the terms of an applicable Clawback Policy. In the event of a clawback, recoupment or forfeiture event under an applicable Clawback Policy, the amount required to be clawed back, recouped or forfeited pursuant to such policy, shall be deemed not to have been earned under the terms of the Plan, and the Company is entitled to recover from the Participant the amount specified under the Clawback Policy to be clawed back, recouped, or forfeited (which amount, as applicable, shall be deemed an advance that remained subject to the Participant satisfying all eligibility conditions for earning this Award). b. If the Board of Directors or the Committee, as applicable, determines that clawback is required or appropriate under an applicable Clawback Policy, in addition to the recoupment methods available under the terms of an applicable Clawback Policy, to the extent permitted by applicable law, the Company shall, as determined by the Committee in its sole discretion, take any of the following actions: (i) seek repayment from the Participant of any amounts or awards distributed under the Plan for so long as such amount or awards are subject to the terms of such Clawback Policy; (ii) reduce (subject to applicable law and the terms and conditions set forth in of the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and Plan or any other applicable compensationplan, includingprogram, without limitation, annual cash incentive compensation awards granted policy or arrangement) the amount that would otherwise be awarded or payable to the Participant under the CNX Resources Corporation Executive Annual Incentive Award, the Plan (as Amended and Restated)or any other compensatory plan, program, or arrangement maintained by the Company; (iii) withhold payment of future increases in compensation (including the payment of any successor plandiscretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices; or (iv) by any combination of the foregoing. Notwithstanding Any determination regarding the Participant’s conduct, and repayment or reduction under this provision, shall be within the sole discretion of the Committee and shall be final and binding on the Participant and the Company. The Participant, in consideration of the grant of the Award, and by the Participant’s execution of this Agreement, acknowledges the Participant’s understanding of this provision and hereby agrees to make and allow an immediate and complete repayment or reduction in accordance with this provision in the event of a call for repayment or other action by the Company or Committee to effect its terms with respect to the Participant, the Award and/or any provisions other compensation described in this Agreement Agreement. c. This Award is not considered earned, and the eligibility requirements with respect to this Award is not considered met, until all requirements of the contraryPlan, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policythis Agreement, and any other policies that Clawback Policy are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codemet.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent permitted or required by governing law or regulation or applicable listing standards, the Clawback Policy is applicable Company may under certain circumstances recoup amounts paid to the ParticipantExecutive under this Award Agreement. In the event of a restatement of the Company’s previously issued financial statements as a result of errors, omission, fraud, or noncompliance with any financial reporting requirement under the securities laws, the Committee shall review the facts and circumstances underlying the restatement. After this review, if it creates additional rights for is determined that an Award amount was based on the achievement of certain financial results that were the subject of a restatement, the Committee may, in its discretion, require the Executive to reimburse the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted for all or a portion of any Award actually paid to the Participant under Executive or, if such Award has been deferred into the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated)Non-Qualified Deferred Compensation Plan, or any successor planforfeit the Award so deferred. Notwithstanding any provisions in this Agreement to the contraryIn each such instance, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company may forfeit (to the extent deferred) or seek to recover (to the Participant is, or in extent paid) the future becomes, subject to (a) any Company clawback or recoupment policy, including amount by which the Clawback Policy, and any other policies that are adopted to comply with Executive’s Award amount exceeded the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policylower amount, if applicableany, and agrees and acknowledges that would have been made based on the Participant is obligated to cooperate with, and provide any and all assistance necessary torestated financial results. However, the Company will not seek such recovery where the payment occurred more than three years prior to the date the Company is required to prepare the applicable restatement or for a time period when the Executive was not an “executive officer.” The term “executive officer” has the meaning given that term in Rule 3b-7 under the Securities Exchange Act of 1934 determined as of the date the Company made the payment in respect of the Award. The Company will determine, in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is sole discretion (but subject to clawback or recoupment pursuant to such lawsthe direction of the Committee), rules, regulations, stock exchange listing standards or the method for obtaining reimbursement from the Executive. The Company policy. Such cooperation and assistance shall include, but may forfeit and/or recoup amounts paid in respect of an Award regardless of whether the Executive is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment still employed by the Company from or an affiliate on the Participant date forfeiture and/or reimbursement is required. Forfeiture of any such amounts, including from the Participant’s accounts or from recoupment of amounts paid in respect of an Award does not limit any other compensation, to remedies that the extent permissible under Section 409A of the CodeCompany may have.

Clawback. The Participant acknowledges and agrees (a) If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require Recipient to pay to the Corporation an amount corresponding to the amount that the terms and conditions set forth in Committee determines would not have been vested or paid if the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 7(a) must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In the alternative, the Committee may require Recipient to repay or return compensation awarded hereunder pursuant to such rules as may be amended and restated adopted from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable time pursuant to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements Section 954 of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, to the extent applicable. By acceptance of any Award or other applicable lawsbonus payment hereunder, rulesRecipient expressly acknowledges and agrees that any and all amounts paid to Recipient hereunder are and will be fully subject to the terms of any policy regarding repayment, regulations recoupment or stock exchange listing standardsclawback of compensation now or hereafter adopted by the Corporation in response to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as may be rulemaking of the Securities and Exchange Commission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all bonus amounts paid hereunder in effect from time to timeaccordance with its terms, whether retroactively or prospectively, and which may operate agrees to create additional rights for cooperate fully with the Company with respect Corporation to awards and facilitate the recovery of any that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. The obligations of Recipient to make payments or return bonus amounts relating theretopaid hereunder under this Section 7(a) are independent of any involvement by such Recipient in events that led to the restatement. By accepting The provisions of this Section 7(a) are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results. (b) If at any time within three years of the vesting or payment of any award to Recipient under this Agreement, whichever is later, Recipient’s employment is terminated for Cause (or, if such termination is deemed not to be for Cause, but the Corporation determines at any time during such three-year period that the Corporation could have terminated Recipient’s employment for Cause based on Recipient’s conduct during his or her time of employment with the Corporation), then if any part of the underlying conduct or circumstances giving rise to such determination of Cause by the Corporation took place at any time during the applicable vesting period for each such award, as specified in this Agreement, then the Committee may require Recipient to pay to the Corporation an Award under the Plan and amount corresponding to each award that vested or was paid to Recipient pursuant to this Agreement, or to otherwise return such Units or Common Stock. By acceptance of any award or Units hereunder, Recipient expressly acknowledges and agrees that any and all Units or Common Stock, as well as the Participant consents equivalent cash value thereof with respect to any and all such Units or Common Stock, that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the benefit of Recipient or any transferee or assignee thereof (collectively, the “Award-Equivalent Value”), are and will be bound by fully subject to the terms of the Clawback Policy, if applicableforegoing clawback provision, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from Units or Common Stock and/or Award-Equivalent Value that the Participant’s accounts or from any other compensation, Committee requires to be recovered pursuant to the extent permissible under Section 409A of the Codeforegoing.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”a) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any other provisions in this Agreement to the contrary, certain Awards granted under the Plan and such other applicable any incentive-based compensation, or any other compensation paid to the Employee pursuant to this Agreement or any other agreement or arrangement with the Company or the Parent is subject to the Company’s and the Parent’s clawback policy, and any amendments thereto (or any other policy adopted by the Company, the Parent or any of its affiliates pursuant to any such law, government regulation or stock exchange listing requirement) (any such policy, a “Clawback Policy”). The Employee acknowledges and agrees that the Employee has no right to indemnification, insurance payments or other reimbursement by or from the Company, the Parent or any of its affiliates for any compensation that is subject to recoupment and/or forfeiture under any Clawback Policy, and that the Employee shall take all action necessary or appropriate to comply with any such Clawback Policy, or any successor policy thereto (including, without limitation, annual cash incentive entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with respect to past, present and future compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or as appropriate). (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time In addition to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms and conditions of the any Clawback Policy, if applicable, and agrees and acknowledges that within two (2) years after the Participant payment of any bonus (whether as part of the Group’s annual bonus scheme or otherwise) or payment of any other award (whether in cash or equity) is obligated made to cooperate with, and provide any and all assistance necessary tothe Employee, the Parent is required to restate its accounts to a material extent or if the Company becomes aware of any material malfeasance or material wrongdoing on the Employee’s part, in each case as determined by the Parent in its efforts sole discretion, then the Parent shall be entitled to recover recalculate, in its reasonable good faith discretion, the bonus or recoup an Awardother award that it would otherwise have awarded the Employee in the relevant financial years, any gains had these facts been known at the time the bonus or earnings related other award was granted. The Employee shall promptly repay to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from on demand the Participant difference between such recalculated bonuses or other awards and the aggregate value of any such amounts, including from the Participant’s accounts bonuses or from any other compensation, awards actually paid to the extent permissible under Section 409A Employee (as determined in the sole discretion of the CodeCompany).

Clawback. The Participant acknowledges and agrees that (a) If the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time Company is required to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable prepare a financial restatement due to the Participant, it creates additional rights for material non-compliance of the Company with respect any financial reporting requirement, then the Committee may require any Section 16 Officer to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted repay or forfeit to the Participant under Company, and each Section 16 Officer agrees to so repay or forfeit, that part of the CNX Resources Corporation Executive Annual Incentive Plan Compensation received by that Section 16 Officer during the three-year period preceding the publication of the restated financial statement that the Committee determines was in excess of the amount that such Section 16 Officer would have received had such Incentive Compensation been calculated based on the financial results reported in the restated financial statement. The Committee may take into account any factors it deems reasonable in determining whether to seek recoupment of previously paid Incentive Compensation and how much Incentive Compensation to recoup from each Section 16 Officer (as Amended and Restatedwhich need not be the same amount or proportion for each Section 16 Officer), including any determination by the Committee that a Section 16 Officer engaged in fraud, willful misconduct or any successor plancommitted grossly negligent acts or omissions which materially contributed to the events that led to the financial restatement. The amount and form of the Incentive Compensation to be recouped shall be determined by the Committee in its sole and absolute discretion, and recoupment of Incentive Compensation may be made, in the Committee’s sole and absolute discretion, through the cancellation of vested or unvested Awards, cash repayment or both. (b) Notwithstanding any other provisions in this Agreement Plan, any Award which is subject to the contraryrecovery under any Applicable Law, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensationgovernment regulation or stock exchange listing requirement, will be subject to potential mandatory cancellationsuch deductions and clawback as may be required to be made pursuant to such Applicable Law, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations government regulation or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for requirement (or any policy adopted by the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreementany such law, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover government regulation or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Coderequirement).

Clawback. (a) At the date of termination of the Partnership in accordance with clause 10, the Special Limited Partner will be obliged to return to the Limited Partners in proportion to their Capital Contributions, a sum equal to the amount by which the aggregate amount previously distributed to it as Carried Interest exceeds 20% of the profits distributable to the Limited Partners less the amount of any taxation in respect of such Carried Interest suffered by such Special Limited Partner or assessed on or assessable on such Special Limited Partner or any person entitled to any interest in the Carried Interest by reason of a connection with such Special Limited Partner or any part thereof and not immediately recoverable by such person or the Special Limited Partner by filing appropriate tax returns. In addition, the Special Limited Partner shall be obliged to return any amount of taxation which has reduced the amount to be paid back by the Special Limited Partner pursuant to the foregoing sentence but is recoverable by the Special Limited Partner or any person entitled to any interest in the Carried Interest by reason of a connection with such Special Limited Partner or any part thereof after the date of termination of the Partnership by filing appropriate tax returns. (b) In connection with clause 8.3(a) above, during the Commitment Period, all Carried Interest to which the Special Limited Partner shall be entitled shall be credited to the Special Limited Partner in the Escrow Account as security for its obligations under clause 8.3(a). (c) The Participant acknowledges terms upon which such Carried Interest shall be deposited in, and agrees released from, the Escrow Account shall be as follows:- (i) After the end of the Commitment Period and at such other time thereafter as the Manager may determine, Carried Interest to which the Special Limited Partner has become entitled up to such date, shall be released from the Escrow Account to the Special Limited Partner on the written instruction of the Manager provided that on each such occasion he has been advised by the Auditors that, given the current status of the Fund, the amounts remaining in the Escrow Account after such release represent a reasonable and prudent provision against the clawback liability of the Special Limited Partner and he has also received the consent of the Advisory Board (such consent not to be unreasonably withheld). For the above purposes in specie Carried Interest shall be valued in the manner set out in clause 8.4; (ii) if the Manager is satisfied that the terms and conditions set forth Special Limited Partner or any person with any interest in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated Carried Interest or any part thereof will suffer a charge to tax in respect of any Income or Capital Gain from time to time, which the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the ParticipantCarried Interest derives, it creates additional rights for will approve the Company with respect release from the Escrow Account of such sum as shall, after any taxation borne thereon, be sufficient to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted enable such person to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement meet such charge to the contrary, certain Awards granted under the Plan tax and such other applicable compensation, including, without limitation, annual cash incentive compensation, will sum released shall be subject to potential mandatory cancellation, forfeiture and/or repayment by applied for such purpose only. Any such sum shall be released firstly out of Income comprised in the Participant to the Company Carried Interest to the extent that such Income is available; (iii) Carried Interest standing to the Participant iscredit of the Escrow Account shall be released from the Escrow Account at any time at which the Auditors have certified that such Carried Interest need not be repaid to Limited Partners in order to ensure that they have received distributions equal to, or greater than, the minimum return specified in clause 8.3(a). The Auditors shall prepare such certification upon the written request of, and at the cost of, the Manager; (iv) save as set out in sub-clauses 8.3(c)(i), (ii) or (iii) above or 10.6(e) no Carried Interest may be released from the Escrow Account without the prior written approval of the Manager provided that any Carried Interest held in specie may be released from the Escrow Account upon being replaced by a cash sum equal to the value of such Carried Interest calculated in accordance with the provisions of clause 10.6 on the date of distribution thereof; (v) any income accruing on any portion of Carried Interest (including interest, dividends or bonuses accruing on any security comprised in the future becomesCarried Interest) shall belong to and be paid out to such person as is or becomes entitled to receive the monies to which such income relates, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of this Agreement; and (vi) all voting rights attaching to securities comprised in the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover Carried Interest shall be exercisable by or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment as directed by the Company from Special Limited Partner but all title documents relating thereto shall be held on similar terms to which the Participant of any such amounts, including from Carried Interest is held in the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the CodeEscrow Account.

Clawback. The Participant acknowledges and agrees (a) If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee, in its discretion, may require Recipient to pay to the Corporation an amount corresponding to the amount that the terms and conditions set forth in Committee determines would not have been vested or paid if the CNX Resources Corporation Amended and Restated Executive Compensation Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 6(a) must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In addition, pursuant to the Corporation’s ▇▇▇▇-▇▇▇▇▇ Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement if the Committee determines that recoupment of compensation paid hereunder is required pursuant to the contrary, certain Awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, the Committee will require Recipient to repay or return compensation awarded hereunder. By acceptance of any Award or cash incentive payment hereunder, Recipient expressly acknowledges and agrees that any and all amounts paid to Recipient hereunder, and any other policies Incentive-Based Compensation paid by the Corporation to the Recipient, are and will be fully subject to the terms of the Clawback Policy (provided that are adopted Recipient is, or becomes, an individual that is subject to comply the Clawback Policy) and agrees to cooperate fully with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time Corporation to time, and which may operate to create additional rights for the Company with respect to awards and facilitate the recovery of any and all amounts relating thereto. By accepting an Award under the Plan and paid pursuant to this Agreement, Agreement and any other Incentive-Based Compensation paid by the Participant consents Corporation that the Committee determines in its sole discretion is required to be bound by recovered pursuant to the terms of the Clawback Policy. The obligations of Recipient to make payments or return bonus amounts paid hereunder pursuant to this Section 6(a) are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section 6(a) are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results. (b) If at any time within three years of the vesting or payment of any award to Recipient under this Agreement, whichever is later, Recipient’s employment is terminated for Cause (or, if applicablesuch termination is deemed not to be for Cause, but the Corporation determines at any time during such three-year period that the Corporation could have terminated Recipient’s employment for Cause based on Recipient’s conduct during his or her time of employment with the Corporation), then if any part of the underlying conduct or circumstances giving rise to such determination of Cause by the Corporation took place at any time during the applicable vesting period for each such award, as specified in this Agreement, then the Committee may require Recipient to pay to the Corporation an amount corresponding to each award that vested or was paid to Recipient pursuant to this Agreement. By acceptance of any Award or cash incentive payment hereunder, Recipient expressly acknowledges and agrees that any and all amounts paid to Recipient hereunder are and will be fully subject to the terms of the foregoing clawback provisions, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, fully with the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary Corporation to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from amounts that the Participant’s accounts or from any other compensation, Committee requires to be recovered pursuant to the extent permissible under Section 409A of the Codeforegoing.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”a) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in this Agreement anything herein to the contrary, certain Awards granted under if any incentive based compensation, or any other compensation, paid or payable to Participant as an executive officer of the Company pursuant to the Plan and is subject to recovery under any law, government regulation, order or stock exchange listing requirement, such other applicable compensation, including, without limitation, annual cash incentive compensation, will compensation shall be subject to potential mandatory cancellationsuch deductions and clawback (recovery), forfeiture and/or including by means of repayment by the Participant and/or withholding of future wages, as may be required to the Company be made pursuant to the extent the Participant islaw, or in the future becomesgovernment regulation, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted to comply with the requirements of any applicable laws, rules, regulationsorder, stock exchange listing standards requirement (or otherwiseany policy of the Company adopted pursuant to any such law, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such lawsgovernment regulation, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations order or stock exchange listing standardsrequirement). (b) Further, as may be in effect from time notwithstanding anything herein to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policycontrary, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Award, any gains or earnings related to an Awardincentive based compensation, or any other applicable compensation, includingis paid or payable to Participant other than as an executive officer of the Company pursuant to the Plan which, without limitationif payable to an executive officer of the Company, annual cash incentive compensation, that is would be subject to recovery under any law, government regulation, order or stock exchange listing requirement, such compensation shall be, in the discretion of the Committee, subject to such deductions and clawback or recoupment (recovery), including by means of repayment by Participant and/or withholding of future wages, to the same extent as may be required to be made pursuant to such lawslaw, rulesgovernment regulation, regulationsorder, stock exchange listing standards requirement (or Company policy. Such cooperation and assistance shall includeany policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) with respect to an executive officer of the Company, but only to the extent that the circumstances requiring such deductions and clawback (recovery) are attributable in whole or in part to the functional area or operating unit with whom Participant is not limited to, executing, completing and submitting any documentation necessary associated. (c) Acceptance of this Award pursuant to facilitate the recovery or recoupment Plan renders Participant’s future wages subject to withholding by the Company from the Participant to permit recovery of any such amounts, including from the Participant’s accounts or from any other compensation, amounts that may become due under this Section 17. This provision shall survive to the extent permissible under Section 409A required by law, government regulation, order, stock exchange listing requirement (or any policy of the CodeCompany adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). Participant hereby acknowledges and agrees in writing to the foregoing as a condition to receipt of this Award.

Clawback. The Participant Grantee acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive The ▇▇▇▇▇’s Company, Inc. Incentive-Based Compensation Clawback Recoupment Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the ParticipantGrantee, it creates additional rights for the Company with respect to certain Awards this award of Performance Shares and Performance Units, Shares received upon the settlement of the Performance Shares, cash received upon the settlement of Performance Units, and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under Grantee by the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor planCompany. Notwithstanding any provisions in this Agreement to the contrary, certain Awards any award of Performance Shares or Performance Units granted under the Plan, Shares received upon the settlement of Performance Shares granted under the Plan, cash or other amounts received upon the settlement of Performance Units granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant Grantee to the Company to the extent the Participant Grantee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, Policy and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting an Award the award of Performance Shares and Performance Units under the Plan and pursuant to this Agreement, the Participant Grantee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant Grantee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup an Awardthe Performance Shares and Performance Units and Shares or cash received upon the settlement of the Performance Shares or Performance Units, any gains or earnings related to an Awardthe Performance Shares or Performance Units or Shares or cash received upon the settlement thereof, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant Grantee of any such amounts, including from the ParticipantGrantee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback. The Participant acknowledges and agrees that the terms and conditions set forth in the CNX Resources Corporation Amended and Restated Executive Compensation Clawback Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to certain Awards and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant under the CNX Resources Corporation Executive Annual Incentive Plan (as Amended and Restated), or any successor plan. Notwithstanding any provisions in of this Notice and Agreement to the contrary, certain Awards any RSUs granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, hereunder will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant Employee to the Company to the extent the Participant Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies policy that are is adopted to comply with the requirements of any applicable laws, rules, rules or regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that which impose mandatory clawback or recoupment requirements recoupment, under the circumstances set forth in such applicable laws, including as required by the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable lawslaw, rules, regulations regulation or stock exchange listing standardsrequirement, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards Awards and the recovery of amounts relating thereto. By accepting an Award under the Plan and pursuant to this Agreementgrant of RSUs, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and E▇▇▇▇▇▇▇ agrees and acknowledges that the Participant Employee is obligated to cooperate withCOOPERATE WITH, and provide any and all assistance necessary toAND PROVIDE ANY AND ALL ASSISTANCE NECESSARY TO, the Company in its efforts to recover or recoup an AwardTHE COMPANY TO RECOVER OR RECOUP THIS AWARD OR AMOUNTS PAID UNDER THIS AWARD SUBJECT TO CLAWBACK PURSUANT TO SUCH LAW, any gains or earnings related to an AwardGOVERNMENT REGULATION, or any other applicable compensationSTOCK EXCHANGE LISTING REQUIREMENT OR COMPANY POLICY OR THE PLAN. SUCH COOPERATION AND ASSISTANCE SHALL INCLUDE, includingBUT IS NOT LIMITED TO, without limitationEXECUTING, annual cash incentive compensationCOMPLETING AND SUBMITTING ANY DOCUMENTATION NECESSARY TO RECOVER OR RECOUP THIS AWARD OR AMOUNTS PAID HEREUNDER FROM EMPLOYEE’S ACCOUNTS, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the CodeOR PENDING OR FUTURE COMPENSATION AWARDS THAT MAY BE MADE TO EMPLOYEE.