Contango Oil & Gas (MCF) 10-Q 2017 Q1 Quarterly report

Exhibit 10.4

CONTANGO OIL & GAS COMPANY

Director Compensation Plan

(Effective 5/11/17)

Cash Compensation

· Annual Retainer Fees (all payable quarterly, in arrears, with appropriate adjustments for partial periods)

o Board membership - $50,000 per year

o Non-Executive Board Chairman - $50,000 per year

o Audit Committee Chairman - $15,000 per year

o Compensation Committee Chairman - $10,000 per year

o Nominating & Governance Committee Chairman - $9,500 per year

o No separate retainer fee for Investment Committee Chairman

· Meeting Fees (all payable quarterly, in arrears)

o Regular Board

§ $1,000 per meeting attended (whether in person or telephonic)

§ No maximum per year

o Committee Meetings

§ $1,000 per meeting attended (whether in person or telephonic)

§ No maximum per year

§ Payable in addition to regular board meetings, even if on same day

Equity Compensation

· Annual grants (with appropriate adjustments for partial periods)

o $110,000 in Restricted Stock, vesting on the first anniversary of the date of grant

o Pro-rated amount granted upon initial election for new members

o All pro-rated grants based on portion of service year remaining between date of grant and the next May 31st

Other

· Each Director is required to maintain ownership of at least fifty percent (50%) of the equity granted within the last three calendar years for service on the Board.  The Compensation Committee is expected to confirm compliance annually. 

· Payment of reasonable travel expenses associated with Board and Committee Meeting attendance.

· No Director who is an employee of the Company will be compensated for service as a member of the Board of Directors or any committee of the Board of Directors.