Attached files
| file | filename |
|---|---|
| 8-K - 20091109FORM8-K - MASSEY ENERGY CO | form8k20091109.htm |
| EX-10.5 - EXHIBIT10.5 EBT FORM - MASSEY ENERGY CO | exhibi105.htm |
| EX-10.2 - EXHIBIT10.2 NQSO FORM - MASSEY ENERGY CO | exhibit102.htm |
| EX-10.6 - EXHIBIT10.6 EBITDA FORM - MASSEY ENERGY CO | exhibit106.htm |
| EX-10.3 - EXHIBIT10.3 RS FORM - MASSEY ENERGY CO | exhibit103.htm |
| EX-10.4 - EXHIBIT10.4 RU FORM - MASSEY ENERGY CO | exhibit104.htm |
EXHIBIT
10.1
MASSEY
ENERGY COMPANY
NON-EMPLOYEE
DIRECTORS – COMPENSATION SUMMARY
(Amended
and Restated Effective November 9, 2009)
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Annual
Retainer
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$39,600
annual retainer, plus
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$5,000
annual retainer, for Chairs of Board Committees ($15,000 for Chair of
Audit Committee).
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$30,000
annual retainer for the Lead
Director.
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Each
annual retainer to be paid in four (4) equal installments payable as soon
as administratively practicable following the end of the applicable
calendar quarter.
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Meeting
Fees
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$2,000
for each Board meeting attended,
plus
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$2,000
for each Committee meeting attended
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($3,000
for each Audit Committee meeting).
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Meeting
fees to be paid as soon as administratively practicable following the
meeting attended for which the fees are
due.
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Deferred
Compensation
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Annually
directors may defer all or a portion of their retainer and meeting fees
and elect to have such deferred amounts invested in: (1) an
interest-bearing account or (2) phantom stock units based on Massey Energy
common stock.
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Payment
of deferred retainer and meeting fees and related earnings to be paid
consistent with the terms of the plan pursuant to which such amounts are
deferred.
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Initial
Grant of
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Restricted
Stock
|
$110,000
worth of restricted shares one-time
grant.
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The
restricted shares may not be sold until they vest, but do receive
dividends prior to vesting as paid to shareholders. One third
of the shares vest per year, assuming continued service, or all vest upon
the earlier occurrence of any of the following while serving as a
director: (i) the director retires with Compensation Committee or Board
approval as to vesting, (ii) the applicable director dies or becomes
permanently and totally disabled, or (iii) the director’s service is
terminated within two years after a change of control occurs other than on
account of a voluntary resignation.
|
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Initial
Grant of
|
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Restricted
Units
|
$74,000
worth of restricted units one-time grant. Portions of the units
become earned and payable at the same time as each portion of the Initial
Grant of Restricted Stock to which such units relate
vests.
|
|
Annual
Grant
|
$90,000
worth of restricted shares and/or non-qualified stock options annual
grant. The proportion of each annual grant made in restricted
shares and/or non-qualified stock options will be at the sole discretion
of the director. A pro rata portion of the annual grant is given to a new
director whose term begins during a fiscal year. The restricted
shares may not be sold until they vest, but do receive dividends prior to
vesting as paid to shareholders. One third of the shares vest per year,
assuming continued service, or all vest upon the earlier occurrence of any
of the following while serving as a director: (i) the director retires
with Compensation Committee or Board approval as to vesting, (ii) the
director dies or becomes permanently and totally disabled, or (iii) the
director’s service is terminated within two years after a change of
control occurs other than on account of a voluntary resignation. One third
of the non-qualified stock options vest per year, assuming continued
service, or all vest upon the earlier occurrence of any of the following
while serving as a director: (i) the director with Compensation Committee
or retires with Compensation Committee or Board approval as to vesting,
(ii) the director dies or becomes permanently and totally disabled, or
(iii) the director’s service is terminated within two years after a change
of control occurs other than on account of a voluntary
resignation. Non-qualified stock options which are vested at
cessation of service on the Board remain exercisable for the remainder of
the full original option term (normally ten years from date of
grant).
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Insurance
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$75,000
life insurance (may require medical
examination).
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$250,000
travel accident insurance while traveling for Massey Energy
Company.
|
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$75,000,000
Directors and Officers liability
insurance.
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Physicals
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An
annual physical, at the election of the
director.
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Supplemental
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Health
Insurance
|
Secondary
supplemental health insurance, at the election of the
director.
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