Attached files
| file | filename |
|---|---|
| 8-K - FORM8-K20091230 COMPENSATORY ARRANGEMENTS - MASSEY ENERGY CO | form8k20091230.htm |
| EX-10.1 - EXHIBIT10.1 - MASSEY ENERGY CO | exhibi101.htm |
| EX-10.4 - EXHIBIT10.4 - MASSEY ENERGY CO | exhibit104.htm |
| EX-10.2 - EXHIBIT10.2 - MASSEY ENERGY CO | exhibit102.htm |
Exhibit 10.3
AMENDMENT
TO
EMPLOYMENT AND CHANGE IN
CONTROL AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (this “Amendment”),
effective as of January 1, 2010, is made on December 31, 2009 between
MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and BAXTER F.
PHILLIPS, JR. (the “Executive”).
WITNESSETH:
WHEREAS,
the Company and Executive previously entered into an Employment and Change in
Control Agreement on November 10, 2008 (the “Employment Agreement”);
and
WHEREAS,
the Company and Executive desire to amend the Employment Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter set forth (including definitions of capitalized terms
which are set forth in Section 19 and throughout the Employment Agreement) and
intending to be legally bound hereby, the Company and Executive agree as
follows:
1. Section
6.2(b) of the Employment Agreement is amended to read as follows:
(b) Payments Upon Involuntary
Termination Associated With a Change in Control. Subject to the
provisions of Section 6.2(c) and Sections 7 and 10 hereof, in the event a
termination described in Section 6.2(a) occurs, the Company shall pay and
provide to Executive on or beginning, as applicable, the first business day that
occurs following sixty (60) days after his Termination Date or, where Executive
is entitled to benefits under this Agreement by reason of clause (ii) or (iii)
of Section 6.2(a) above, the later of or as soon as administratively feasible
after the date an actual Change in Control occurs or the first business day that
occurs following sixty (60) days after his Termination Date (contingent on the
execution of the Release without revocation as contemplated in Section 8
hereof):
(i) a
lump sum cash payment equal to $3,000,000;
(ii) any award
under the Company’s long-term cash and equity incentive program, including stock
option, restricted stock, restricted unit, other equity or cash-based incentive
awards or other equity or cash-based incentive agreements, which by its terms
vests in connection with the Change in Control, provided that payment of
such award shall be determined solely by the terms of such award and any plan,
program or arrangement which controls its determination and payment;
and
(iii) for
a period of 24 months following his Termination Date, Executive shall continue
to receive on a monthly basis the medical and dental coverage in effect on his
Termination Date (or generally comparable coverage) for himself and, if
applicable, his spouse and dependents, as the same may be changed from time to
time for employees generally, as if Executive had continued in employment during
such period; or, as an alternative, the Company may elect to pay Executive cash
in lieu of such coverage in an amount equal to Executive’s reasonable after-tax
cost of continuing comparable coverage, where such coverage may not be continued
by the Company (or where such continuation would adversely affect the tax status
of the plan pursuant to which the coverage is provided), with any such cash
payments to be made in accordance with the ordinary payroll practices of the
Company (not less frequently than monthly) for employees generally for the
period during which such cash payments are to be provided. If Executive does not
receive the cash payment described in the preceding sentence, the Company shall
take all commercially reasonable efforts to provide that the COBRA (as defined
in Section 19) health care continuation coverage period under section 4980B of
the Code (as defined in Section 19) shall commence immediately after the
foregoing 24 month benefit period, with such continuation coverage continuing
until the end of applicable COBRA health care continuation coverage
period.
2. In
all other respects, the Employment Agreement is unchanged.
IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and
delivered as of December 31, 2009.
MASSEY ENERGY COMPANY
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By:
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/s/
John M. Poma
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Name:
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John
M. Poma
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Title:
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Vice
President and Chief Administrative Officer
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/s/
Baxter F. Phillips, Jr.
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Baxter
F. Phillips, Jr.
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