Exhibit 10.30
RETIREMENT RESTORATION PLAN OF
CONSOL ENERGY INC.
AS AMENDED AND RESTATED EFFECTIVE
DECEMBER 2, 2008
Section I. Introduction and
Purpose
A. Introduction. The Retirement
Restoration Plan of CONSOL Energy Inc. (“ CONSOL
”), amended and restated effective as of December 2,
2008 (the “ Plan ”), is an unfunded deferred
compensation plan for the benefit of a select group of management
or highly compensated employees. Therefore, it is intended that the
Plan will be exempt from Parts 2, 3, and 4 of the Employee
Retirement Income Security Act of 1974, as amended (“
ERISA ”). This Plan was frozen as of December 31,
2006.
B. Purpose.
1. Retirement Restoration Benefit
feature: The purpose of this feature of the Plan is to provide each
member of the CONSOL Energy Inc. Employee Retirement Plan (“
Retirement Plan ”) all benefits otherwise payable in
accordance with the terms thereof, but for the limitation on
maximum benefits set forth in Section 3.1 of the Retirement
Plan.
2. Retirement Restoration
Compensation feature: The purpose of this feature of the Plan is to
provide each member of the Retirement Plan who was a participant in
the Incentive Compensation Plan of Conoco Inc. under which awards
were granted on and after January 1, 1981, and the Incentive
Compensation Plan of E. I. du Pont de Nemours and Company, and the
Incentive Compensation Plan of CONSOL Energy Inc. and such other
Incentive Plan (“ ICP Plan ”) as may from time
to time be in effect in substitution therefor and in which members
of the Retirement Plan shall participate, all benefits to which the
participant would be entitled compensation, as defined in the
Retirement Plan, included the annual awards (or in the case of a
member of the Retirement Plan who did not have an Hour of Service
on or after April 1, 1995, one-half of such awards) granted to
the member under the ICP Plan then in effect.
3. Retirement Restoration
Enhancement feature: The purpose of this feature of the Plan is to
provide each member of the Retirement Plan who was not eligible for
benefits under the Temporary Retirement/Termination Incentive
Program due to salary grade and who is approved for retirement
enhancement by the President and Chief Executive Officer of CONSOL
Energy Inc. or a person to whom he delegates this authority,
retirement benefits provided for in the Retirement Plan under the
terms of the Temporary Retirement/Termination Incentive Program,
but without the limitations on salary grade and election
date.
Section II. Eligibility for Benefits
and Amounts of Benefits
Eligibility in this Plan is limited
to individuals who meet the definition of “Member” as
set forth in Section 10A.12 of the Retirement Plan or
“Active Member” as set forth in Section 11A.4 of
the Retirement Plan. Notwithstanding anything to the contrary
contained herein, no individual who became a “Member”
as set forth in Section 11A.15 of the Retirement Plan as a
result of the merger of the Rochester & Pittsburgh Coal
Company Pension Plan into the Retirement Plan, effective
December 31, 1998, shall be entitled to any benefit under this
Plan if such individual was not an employee of CONSOL Energy Inc.
on December 31, 1998.
A. Retirement Restoration Benefit
feature: All members of the Retirement Plan who would otherwise be
entitled to benefits from the Retirement Plan in accordance with
the terms thereof, but for the limitation on maximum benefits set
forth in Section 3.1 of the Retirement Plan and the limitation
on the amount of compensation taken into consideration set forth in
Section 10A.6(e), 10E.2(a), 10E.2(f), 10G.2(d) and 11A.9 of
the Retirement Plan, shall be paid such benefits under this
feature.
B. Retirement Restoration
Compensation feature: All members of the Retirement Plan, who are
entitled to benefits from the Retirement Plan in accordance with
the terms thereof, shall be paid benefits under this feature in an
amount equal to the amount of benefits which would have been paid
to the members pursuant to Section 10 and/or Section 11,
if applicable, of the Retirement Plan if compensation, as defined
in Section 10A.6(a), included the annual awards (or in the
case of a member of the Retirement Plan who did not have an Hour of
Service on or after April 1, 1995, one-half of such award(s)
granted to members on or after January 1, 1981, under the ICP
Plan(s). Anything to the contrary notwithstanding, all members of
the Retirement Plan who would otherwise be entitled to benefits
from this Plan, pursuant to the preceding sentence, shall be paid
such benefits only to the extent that compensation, as defined in
Section 10A.6 of the Retirement Plan, does not include the
annual awards (or in the case of a member of the Retirement Plan
who did not have an Hour of Service on or after April 1, 1995,
one-half of such awards) granted to members on or after
January 1, 1981, under the ICP Plan(s).
C. Retirement Restoration
Enhancement feature: Each member of the Retirement Plan, who was
not eligible for benefits under the Temporary
Retirement/Termination Incentive Program due to salary grade and
who is approved for Retirement Enhancement by the President and
Chief Executive Officer of CONSOL Energy Inc. or a person to whom
he delegates this authority, shall be paid benefits under this
feature that would have been paid pursuant to the Retirement Plan,
the Retirement Restoration Benefit feature of this Plan, and the
Retirement Restoration Compensation feature of this Plan, enhanced
under the terms of the Temporary Retirement/Termination Incentive
Program, but without the limitations on salary grade and election
date, less any benefit payable under the Retirement Plan, the
Retirement Restoration Benefit feature of this Plan, and the
Retirement Restoration Compensation feature of this
Plan.
D. Notwithstanding anything in this
Plan to the contrary, no Member that is employed by CNX Gas
Corporation or any of its subsidiaries will be eligible to accrue
benefits hereunder after December 31, 2005. Compensation and
service after such date will not be counted for purposes of this
Plan. The amount of the benefit will be calculated on the freeze
date with reference to the amount of benefits under the Qualified
Plan on the freeze date.
E. Notwithstanding anything in this
Plan to contrary, no person will become a Member in the Plan after
December 31, 2006. In addition, no benefits will accrue to any
former or existing Member after December 31, 2006.
Compensation and service after such date will not be counted for
purposes of this Plan. The amount of the benefit will be calculated
on the freeze date with reference to the amount of benefits under
the Qualified Plan on the freeze date.
Section III. Payment of
Benefits
A. This Plan shall be an unfunded
Plan, and payments of benefits pursuant to this Plan shall be made
from the general assets of CONSOL Energy Inc.
B. Benefits paid under this Plan to
a participant or designated beneficiary shall be paid in the form
of a single life annuity, or in any of the forms detailed in
Section 10D.3(a) or 10D.3(b) of the Retirement Plan in an
amount actuarially equivalent to such single life annuity. The
receipt of benefits may be
2
deferred in accordance with procedures
established by the Retirement Board. Elections regarding the form
and payment of benefits shall be made independent of any election
under the Retirement Plan and in such manner and at such time as
the Retirement Board prescribes.
C. A participant’s benefits
under this Plan shall be determined as of the termination of the
participant’s employment with CONSOL Energy Inc. in
accordance with the terms of the Plan as in effect at the time such
distribution commenced; provided, however, that the provisions of
this Section III.C. shall not be construed in any manner to create
any additional rights or affect the amount of benefits payable
under this Plan to a participant or designated benefic
