EXHIBIT 10.3
MASSEY ENERGY COMPANY
Non-Employee Director
Annual Restricted Stock Award Agreement
[ ]
Shares of Restricted Stock
THIS
AGREEMENT dated as of the ____ day of ____________, ____,
between MASSEY ENERGY COMPANY, a Delaware corporation (the
“Company”), and [_________________]
(“Participant”) is made pursuant and subject to
the provisions of the Massey Energy Company 2006 Stock and
Incentive Compensation Plan, as such plan may be amended from
time to time (the “Plan”), a copy of which is
attached. All capitalized terms used herein that are defined
in the Plan have the same meaning given them in the
Plan.
1.
Award
of Restricted Stock . On
_____________, _____, pursuant to the Plan, the Committee
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 ______ shares,
hereinafter described as Restricted Stock.
2.
Restrictions
.
Except as provided in this Agreement, the shares of Restricted
Stock are nontransferable and are subject to a substantial
risk of forfeiture.
3.
Stock
Power . With
respect to shares of Restricted Stock forfeited under
Paragraph 6 below, Participant does hereby irrevocably
constitute and appoint the Secretary and each Assistant
Secretary of the Company as his attorney-in-fact to transfer
the forfeited shares on the books of the Company with full
power of substitution in the premises. The Secretary and/or
the Assistant Secretary shall use the authority granted in
this Paragraph 3 to cancel any shares of Restricted Stock that
are forfeited under Paragraph 6 below.
4.
Vesting
.
Subject to Paragraph 6 below, Participant’s
interest in the shares of Restricted Stock shall become
transferable and nonforfeitable (“Vested”) with
respect to one-third of the shares of Restricted Stock on each
of _____________, ____, _____________, ____, and
_____________, ____.
5.
Death, Retirement, or Disability . If Participant dies,
retires or becomes permanently and totally disabled within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986,
as amended (“Permanently and Totally Disabled”) while
in the employee or service of the Company or a Subsidiary and prior
to the forfeiture of the shares of Restricted Stock under Paragraph
6 below, Participant’s right to receive the Restricted Stock
shall be fully “Vested” (i.e., the restrictions on
transfer and risk of forfeiture in Paragraph 2 above shall lapse).
For purpose of this Agreement, the Restricted Stock shall be fully
Vested upon retirement of Participant in accordance with the
requirements regarding retirement set forth in the Company’s
Bylaws or upon approval by the Board of Directors of an early
retirement.
6.
Forfeiture .
Su
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