Exhibit 10.21
CONTANGO OIL & GAS COMPANY
Director Compensation Plan
(Effective 7/01/20)
Cash Compensation
| ● | Annual Retainer Fees (payable quarterly, in arrears, with adjustments for partial periods) |
| o | Board membership - $50,000 per year |
| o | Audit Committee Chairman - $15,000 per year |
| o | Compensation Committee Chairman - $10,000 per year |
| o | Nominating & Governance Committee Chairman - $9,500 per year |
| ● | Meeting Fees (payable quarterly, in arrears) |
| ◾ | $1,000 per meeting attended in person or telephonically |
| ◾ | $1,000 per meeting attended in person or telephonically |
| ◾ | Payable in addition to regular board meetings, even if on same day |
| ● | At the discretion of the Board of Directors, quarterly cash fees due may be paid in vested common stock, in lieu of cash, valued on a 5-day VWAP on the date of grant |
Equity Compensation
| ● | Annual grants (with appropriate adjustments for partial periods) |
| o | $110,000 in Restricted Stock, payable upon re-election to the Board at each annual shareholder’s meeting |
| o | Annual stock grants vest on the first anniversary of the date of grant assuming director is still a member of the Board |
| o | Pro-rated amount granted upon initial election for new members |
| o | All pro-rated grants based on portion of service year remaining between date of grant and the next May 31st |
Other
| ● | Each Director is required to maintain ownership of at least fifty percent (50%) of the equity granted within the last three years of service on the Board |
| ● | Payment of reasonable travel expenses associated with Board and Committee Meeting attendance |
| ● | No Director who is an employee of the Company will be compensated for service as a member of the Board of Directors or any committee of the Board of Directors |