Exhibit 10.1
December 20, 2005
Mr. Don L.
Blankenship
[Address]
Dear Don:
This letter will summarize our agreement
regarding your continued employment as Chairman, Chief Executive
Officer and President of Massey Energy Company, through
December 31, 2006. Your current employment agreement will
expire December 31, 2005. I am very pleased that you will
continue your leadership of Massey and look forward to another
productive year.
The specifics of your compensation package are
included on Appendix A to this letter. In addition, you
generally will continue to participate in the employee benefit
plans and arrangements (e.g., the Massey Energy Retirement Plan,
the Coal Company Salary Deferral and Profit Sharing Plan, the
welfare benefit programs and the nonqualified or supplemental
benefit programs) and be entitled to receive the perquisites
provided to you in keeping with past practice.
If you have any questions regarding the terms
and conditions of your employment or the proposed compensation
package included on Appendix A, please do not hesitate to call
me. If the offer details are acceptable, please acknowledge by
signing and dating one copy of this letter and return it to
me.
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Sincerely,
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/s/ Bobby R. Inman
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Admiral Bobby R. Inman
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Chairman, Compensation Committee
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Massey Energy Company
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Acknowledged
and agreed:
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/s/ Don L. Blankenship
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12/20/05
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Don L.
Blankenship
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Date
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APPENDIX A TO LETTER AGREEMENT
THIS APPENDIX A is part of a letter
agreement dated December 20, 2005 by and between MASSEY ENERGY
COMPANY, a Delaware corporation (“Massey”), and DON L.
BLANKENSHIP (the “Executive”), and relates to the
Executive’s employment by Massey for calendar year
2006.
SECTION 1. Compensation
.
1.1. Base Monthly Salary
– $83,333.
1.2. Incentive Bonus Award
– $900,000 target cash incentive award granted pursuant to
the Massey Energy Company 1999 Executive Performance Incentive Plan
(the “1999 Plan”) based on the achievement of certain
performance objectives using qualifying performance criteria
contained in the 1999 Plan.
1.3. Long Term Incentive
Awards – $300,000 target cash incentive award granted
pursuant to the 1999 Plan based on the achievement of a certain
performance objective using qualifying performance criteria
contained in the 1999 Plan; 50,000 non-qualified stock options
granted under the Massey Energy Company 1996 Executive Stock Plan
with service-based vesting; 12,700 shares of restricted stock
granted pursuant to the 1999 Plan with service-based vesting, and
7,300 stock units granted pursuant to 1999 Plan with service-based
vesting. The Long Term Incentive Awards will be subject to all the
terms, conditions and performance requirements of the
November 14, 2005 grants to other employees with the following
exception regarding the non-qualified stock options, such options
must be exercised by the Executive in the first twenty days
exercise is permissible for the Executive pursuant to the
Company’s trading window policy and applicable securities
laws following their vesting, otherwise they will be automatically
forfeited.
1.4. Performance-Based Stock Unit
Award – No later than December 31, 2005, 40,000
performance-based stock units granted pursuant to the 1999 Plan
based on the achievement of a certain performance objective using
qualifying performance criteria contained in the 1999 Plan, and no
earlier than January 1, 2006 or later than January 31,
2006, 60,000 performance-based stock units granted pursuant to the
1999 Plan based on the achievement of a certain performance
objective using qualifying performance criteria contained in the
1999 Plan. The performance-based stock unit award shall be
forfeited in the event either the Executive’s employment is
terminated by Massey or the Executive prior to or on
December 30, 2006 or Massey’s 2006 earnings before
interest and tax (“2006 EBIT”) is less than
(the “EBIT Minimum Target”). If payable, the
performance-based stock unit award will be paid on or about
February 28, 2007. Massey’s 2006 EBIT for purposes of
this Section 1.4 shall be confirmed by the Chief Financial
Officer and the Compensation Committee and may be adjusted at the
sole discretion of the Compensation Committee in a manner
consistent with the performance-based compensation rules of
Section 162(m) of the Internal Revenue Code, as amended (the
“IRC”), and as permitted by the 1999 Plan.
1.5. Performance-Based Incentive
Unit Cash Award – Cash award equal (A) to the
product obtained by multiplying (i) 333 performance-based
incentive units per million of 2006 EBIT achieved, if any, over and
above the EBIT Minimum Target up to and including a 2006 EBIT of
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