form8k20100222.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 22, 2010 (February 16,
2010)
MASSEY
ENERGY COMPANY
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
1-7775
(Commission
File Number)
|
95-0740960
(IRS
Employer
Identification
No.)
|
4
North 4th
Street, Richmond, Virginia 23219
(Address
of Principal Executive Offices) (Zip Code)
(804)
788-1800
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Item
1.01. Entry into a Material Definitive Agreement.
Form Non-Employee
Director Annual Restricted Stock Award Agreement and Form Non-Employee Director
Annual Non-Qualified Stock Option Award Agreement
On
February 16, 2010, the Board of Directors of Massey Energy Company (the
“Company”) approved the form restricted stock award agreement and the form
non-qualified stock option award agreement, each recommended for approval by the
Compensation Committee, for non-employee directors electing all or a portion of
their annual grant in the form of restricted stock and/or stock options pursuant
to the Non-Employee Director Compensation Summary. The form grant
agreements are attached as Exhibits 10.1 and 10.2, respectively, and are hereby
incorporated into this Item 1.01.
5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 16, 2010, the Board of Directors approved amendments recommended
by the Compensation Committee to the Change of Control Severance Agreements with
each of Don L. Blankenship, Chairman and Chief Executive Officer, John C.
Adkins, Senior Vice President and Chief Operating Officer, Michael K. Snelling,
Vice President of Surface Operations, and Eric B. Tolbert, Vice President and
Chief Financial Officer, each an executive officer who was named in the
Registrant’s 2009 Proxy Statement (the “Named Executive
Officers”). The Change of Control Severance Agreements were amended
to provide for a fixed lump sum cash payment in the event of a covered
termination following a change in control. Previously, the Change of
Control Severance Agreements provided for a variable cash payment calculated
based upon a target amount that would be paid pursuant to the terms of the Named
Executive Officers' respective Change of Control Severance
Agreement. The amendments were made with the intent that the Change
of Control Severance Agreements comply with Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), including Internal Revenue
Service Revenue Ruling 2008-13. A copy of each of the respective
amended and restated Change of Control Severance Agreements will be filed as
exhibits to the Quarterly Report on Form 10-Q for the quarter ended March 31,
2010.
Exhibit
No. Description
|
10.1
|
Form
of Non-Employee Director Annual Restricted Stock Award Agreement
under the Massey Energy Company 2006 Stock and Incentive Compensation
Plan
|
|
10.2
|
Form
of Non-Employee Director Annual Non-Qualified Stock Option Award Agreement
under the Massey Energy Company 2006 Stock and Incentive Compensation
Plan
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
MASSEY ENERGY
COMPANY
Date:
February 22, 2010 By: /s/ Richard R.
Grinnan
Name: Richard
R. Grinnan
Title: Vice
President and Corporate Secretary
Exhibit
Index
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Exhibit
No.
|
|
Description
|
|
|
10.1
|
|
Form
of Non-Employee Director Annual Restricted Stock Award Agreement
under the Massey Energy Company 2006 Stock and Incentive Compensation
Plan
|
|
|
10.2
|
|
Form
of Non-Employee Director Annual Non-Qualified Stock Option Award
Agreement
under the Massey Energy Company 2006 Stock and Incentive Compensation
Plan
|
|
|
|
|
|
|
|