Exhibit 10.2
MASSEY ENERGY
COMPANY
Non-Employee Director
Non-Qualified Stock Option Agreement
[Number] Non-Qualified Stock
Options
THIS AGREEMENT dated as 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 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
(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”).
4. Exercisability .
Subject to Paragraph 7 and except as provided in
Paragraph 8 below, Participant’s interest in the Options
shall become exercisable (“Vested”) with respect to
one-third of the Options on each of
,
,
and
.
Once this Option, or any portions thereof, has become exercisable
in accordance with the preceding sentence it shall continue to be
exercisable until the termination of Participant’s rights
hereunder pursuant to Paragraph 5, 6, 7, or 8 or until the
Option has expired pursuant to Paragraph 3. 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, 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
serving on the Board and prior to the forfeiture of the Options
under Paragraph 7 below, Participant shall thereupon become
entitled to exercise such Options in full to the extent not Vested
or exercised as of the date of Participant’s death,
retirement or becoming Permanently and Totally Disabled, and all
such Options shall be exercisable by Participant (or if Participant
is deceased, his estate or other successor in interest following
Participant’s death) during the remainder of the period
preceding the Expiration Date. For purpose of this Agreement,
retirement shall mean Participant’s cessation of service on
the Board with the express approval (which may be withheld and is
not guaranteed) at such time by the Board of Directors, or the
Committee that administers the Plan, of such cessation being
retirement,
