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Delaware
(State
of Incorporation)
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1-7775
(Commission
File Number)
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95-0740960
(I.R.S.
Employer Identification No.)
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a
minimum base salary of $340,000 effective June 1, 2009, subject to a
voluntary reduction made by Mr. Snelling in conjunction with other
company-wide benefit cost reduction measures enacted effective May 1, 2009
which reduced his base salary by 10%. Such waiver shall remain in effect
until revoked. Mr. Snelling’s minimum base pay shall also be subject to
increase by the Board of Directors as it deems
appropriate;
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an
annual cash bonus award with a target amount equal to $210,000 for each of
the 2010, 2011 and 2012 fiscal years, which amount may be increased at the
discretion of the Compensation Committee and each annual bonus is subject
to the terms and conditions set forth by the Compensation Committee for
such fiscal year;
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a
retention cash award of $150,000 payable on each January 1, 2010, 2011 and
2012 so long as Mr. Snelling has been continuously employed by the Company
through each such date,
respectively;
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an
annual award under the Company’s long term incentive program and the
Company’s 2006 Stock and Incentive Compensation Plan consistent with other
executives at Mr. Snelling’s level;
and
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life
insurance, D&O insurance, medical and other standard benefits and
perquisites provided to senior executives from time to
time.
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Mr.
Snelling’s remaining Base Salary (as defined in the Employment Agreement)
at the rate in effect in effect on his termination date to the end of the
term, but in no event will the aggregate amount of such payments exceed
2.5 times Mr. Snelling’s Base Salary in effect as of the termination
date;
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a
lump sum cash payment equal to Mr. Snelling’s Retention Cash Awards (as
defined in the Employment Agreement) that are unpaid as of the termination
date;
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a
lump sum cash payment equal to the sum of (A) any earned annual cash bonus
award for fiscal year 2009, 2010 or 2011 that is unpaid prior to Mr.
Snelling’s termination date (determined without regard to any requirement
that Mr. Snelling remain employed until the regular payment date
therefore) and (B) the following applicable amount(s) for each of fiscal
years 2009 through 2012 that has not ended prior to Mr. Snelling’s
termination date: 2009 – the target cash bonus award, 2010 - $200,000,
2011 - $200,000 and 2012 -
$200,000;
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a
lump sum cash payment equal to the sum of (A) any earned long-term cash
incentive bonus award for a long-term performance period that contains
fiscal year 2009, 2010 or 2011 and that has ended prior to Mr. Snelling’s
termination date that is unpaid as of the termination date (determined
without regard to any requirement that Mr. Snelling remain employed until
the regular payment date therefore) and (B) the following applicable
amount(s): (1) any and all target long-term cash incentive bonus awards
for each of the long-term performance periods that contain, as a first
year of measurement, fiscal year 2009 or any earlier year and that
contain, as the last year of measurement, fiscal year 2009, 2010, or 2011,
that has not ended prior to Mr. Snelling’s termination date and (2) if the
termination date occurs in 2012,
$75,000;
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all
outstanding equity-based awards granted to Mr. Snelling prior to or
during the term of the Employment Agreement, but prior to the termination
date, including but not limited to stock options, restricted stock and
restricted units, that otherwise would vest during the term of the
Employment Agreement, will automatically vest on Mr. Snelling’s
termination date; and
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from
the day following the termination date to the end of the term, Mr.
Snelling will continue to receive the medical coverage in effect on his
termination date (or generally comparable coverage) for himself and, if
applicable, his spouse and dependents, as if Mr. Snelling has continued
employment during such period or, as an alternative, we may elect to pay
Mr. Snelling is cash in lieu of such coverage in an amount equal to Mr.
Snelling’s reasonable after-tax cost of continuing comparable coverage,
where such coverage may not be continued by us (or where such continuation
would adversely affect the tax status of the plan pursuant to which
coverage is provided).
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Exhibit
10.1
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Employment
Agreement dated May 28, 2009, between Massey Energy Company and Michael K.
Snelling.
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Exhibit
10.1
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Employment
Agreement dated May 28, 2009, between Massey Energy Company and Michael K.
Snelling.
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