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EXHIBIT 10.1
MASSEY ENERGY COMPANY
Non-Employee Director
Initial Restricted Stock Award Agreement
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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 .
Pursuant to the Plan, the Committee that
administers the Plan granted to Participant effective the date
upon which the Agreement becomes fully executed (the "Date of
Grant"), 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, 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.
4.
Vesting
.
Subject to Paragraph 6 and except as provided in
Paragraphs 5 and 7 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.
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