Exhibit 10.3
MASSEY ENERGY
COMPANY
Non-Qualified Stock Option
Agreement
[Number] Non-Qualified Stock
Options
THIS AGREEMENT dated as of
December , 20[year 1], between
MASSEY ENERGY COMPANY, a Delaware Corporation (the
“Company”) and Don L. Blankenship
(“Participant”) is made pursuant and subject to the
provisions of the Massey Energy Company 2006 Stock and Incentive
Compensation Plan, as amended from time to time (the
“Plan”), a copy of which is attached. All terms used
herein that are defined in the Plan have the same meaning given
them in the Plan.
1. Award of Non-Qualified
Stock Options . Pursuant to the Plan, the Company, on
December , 20[year 1] (the
“Grant Date”), granted to Participant, subject to the
terms and conditions of the Plan and subject further to the terms
and conditions herein set forth, an award of
[ ]
Non-Qualified Stock Options, hereinafter described as
“Options” or “Option,” at the option price
of
$ per
share, being not less than the Fair Market Value of such shares on
the Grant Date, or on the next preceding trading date if no Company
shares traded on the New York Stock Exchange on the Grant Date.
This Option is exercisable as hereinafter provided.
2. Nontransferability
. This Option may not be transferred except by will or by the
laws of descent and distribution. During Participant’s
lifetime this Option may be exercised only by
Participant.
3. Expiration Date .
This Option shall expire ten years from the Grant Date (the
“Expiration Date”) unless it otherwise is forfeited in
accordance with Paragraph 4.
4. Exercisability .
Subject to Paragraph 5 below, if the Participant remains
employed by the Company until December 30, 20[year 2],
Participant shall have the right to exercise this Option after the
Option vests on December 30, 20[year 2] during, but only
during, the first twenty days exercise is permissible for the
Participant (the “Exercise Period”) pursuant to the
Company’s trading window policy and applicable securities
laws in effect from time to time (the “Company Trading
Policy”), otherwise the Option shall be automatically
forfeited. Once this Option has become exercisable in accordance
with the preceding sentence it shall continue to be exercisable
during the Exercise Period subject to Paragraph 5 or 6 . A
partial exercise of this Option shall not affect
Participant’s right to exercise this Option with respect to
the remaining shares, subject to the conditions of the Plan and
this Agreement.
5. Death . If
Participant dies (whether or not in the employ of the Company)
after the Option vests on December 30, 20[year 2], and
prior to the end of the Exercise period or the forfeiture of the
Options pursuant to Paragraphs 4 and 7, Participant’s
estate or other successor in interest shall have the right, as
provided in this Paragraph, to exercise this Option in full to the
extent not exercised at Participant’s death. If Participant
remains employed by the Company until December 30,
20[year 2] and dies (whether or not then in the employ of the
Company) prior to the end of the Exercise Period,
Participant’s estate or other successor in interest shall be
entitled, as provided in this Paragraph, to exercise this Option in
full to the extent not exercised at Participant’s
