Offer Letter for General Counsel Position at CNX Gas Corporation – Stephen W. Johnson
This letter is an employment offer from CNX Gas Corporation to Stephen W. Johnson for the position of General Counsel. The offer includes a base salary of $180,000, eligibility for annual and long-term incentive compensation, participation in benefit programs, and four weeks of vacation. The offer is contingent on passing a pre-employment physical and is subject to change by the company. A separate Change of Control agreement will be provided after employment begins.
Exhibit 10.4
PERSONAL AND CONFIDENTIAL
August 17, 2005
Stephen W. Johnson
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA ###-###-####
Dear Steve:
As you know, a new gas company, CNX Gas Corporation (“CNX Gas”), has been formed. We are offering you the newly created position of General Counsel with CNX Gas. The terms and conditions of the offer are as follows:
| Position | General Counsel | |
| Salary Grade | 104 | |
| Base Salary | $180,000 | |
| Annual Short Term Target Incentive Compensation Opportunity (“Bonus”) | The current target is 45% of Base Annual Salary or $81,000 based upon your initial salary (pro-rated for partial year performance in 2005). The formula to determine the award is based on CNX Gas performance (financial and operating), and your individual performance. | |
| Long Term Target Incentive Compensation (LTIC) | Participation in CNX Gas LTIC with an immediate one time grant in the amount of 222,222 options. Ongoing annual grants based on a value equal to $190,000 in the form of 75% CNX Gas Stock Options (Options) and 25% Restricted Stock Units (RSU’s), subject to standards Option and RSU Agreements. The grant of options is also subject to compliance by CNX Gas with any applicable securities law. | |
| Change in Control | You will be offered a Change of Control agreement, the form of which will be provided to you immediately after you begin employment. | |
You will be eligible for welfare, disability and retirement benefit programs made available to you through CNX Gas. You will be entitled to 4 weeks of vacation. As you are aware, the terms and conditions of these benefit programs and of your employment are subject to change at any time based on action by the sponsoring company with regard to the benefit programs and by CNX Gas with regard to the other terms and conditions of our employment.
This offer is contingent upon your passing a pre-employment physical.
Please signify your acceptance of this offer by signing below and returning this document to me.
I look forward to your participation in the initial and ongoing success of this exciting new venture.
Sincerely,
| /s/ Nicholas J. DeIuliis |
| Nicholas J. DeIuliis |
| President and CEO |
| CNX Gas Corporation |
Agreed to as of this 22nd day of August, 2005.
| /s/ Stephen W. Johnson |
| Stephen W. Johnson |
