Massey Energy Company Non-Employee Directors Compensation Summary (Amended and Restated February 17, 2009)

Summary

This document outlines the compensation and benefits for non-employee directors of Massey Energy Company. Directors receive annual retainers, meeting fees, and may defer compensation. They are also granted restricted stock, restricted units, and annual equity awards, with vesting tied to continued service or certain events like retirement or change of control. Additional benefits include life, travel, and liability insurance, as well as optional annual physicals and supplemental health insurance. The agreement specifies payment schedules and conditions for vesting and exercising stock options.

EX-10.1 2 dex101.htm MASSEY ENERGY COMPANY NON-EMPLOYEE DIRECTORS COMPENSATION SUMMARY Massey Energy Company Non-Employee Directors Compensation Summary

Exhibit 10.1

MASSEY ENERGY COMPANY

NON-EMPLOYEE DIRECTORS – COMPENSATION SUMMARY

(Amended and Restated Effective February 17, 2009)


Annual Retainer		$44,000 annual retainer, plus $5,000 annual retainer, for Chairs of Board Committees ($15,000 for Chair of Audit Committee). $30,000 annual retainer for the Lead Director. Each annual retainer to be paid in four (4) equal installments payable as soon as administratively practicable following the end of the applicable calendar quarter.

Meeting Fees		$2,000 for each Board meeting attended, plus $2,000 for each Committee meeting attended ($3,000 for each Audit Committee meeting). Meeting fees to be paid as soon as administratively practicable following the meeting attended for which the fees are due.

Deferred Compensation		Annually directors may defer all or a portion of their retainer and meeting fees and elect to have such deferred amounts invested in: (1) an interest-bearing account or (2) phantom stock units based on Massey Energy common stock. Payment of deferred retainer and meeting fees and related earnings to be paid consistent with the terms of the plan pursuant to which such amounts are deferred.

Initial Grant of Restricted Stock		$110,000 worth of restricted shares one-time grant. The restricted shares may not be sold until they vest, but do receive dividends prior to vesting as paid to shareholders. One third of the shares vest per year, assuming continued service, or all vest upon the earlier occurrence of any of the following while serving as a director: (i) the director retires with Compensation Committee or Board approval as to vesting, (ii) the applicable director dies or becomes permanently and totally disabled, or (iii) the director’s service is terminated within two years after a change of control occurs other than on account of a voluntary resignation.

Initial Grant of Restricted Units		$74,000 worth of restricted units one-time grant. Portions of the units become earned and payable at the same time as each portion of the Initial Grant of Restricted Stock to which such units relate vests.

Annual Grant		$80,000 worth of restricted shares and/or non-qualified stock options annual grant. The proportion of each annual grant made in restricted shares and/or non-qualified stock options will be at the sole discretion of the director. A pro rata portion of the annual grant is given to a new director whose term begins during a fiscal year. The restricted



		shares may not be sold until they vest, but do receive dividends prior to vesting as paid to shareholders. One third of the shares vest per year, assuming continued service, or all vest upon the earlier occurrence of any of the following while serving as a director: (i) the director retires with Compensation Committee or Board approval as to vesting, (ii) the director dies or becomes permanently and totally disabled, or (iii) the director’s service is terminated within two years after a change of control occurs other than on account of a voluntary resignation. One third of the non-qualified stock options vest per year, assuming continued service, or all vest upon the earlier occurrence of any of the following while serving as a director: (i) the director with Compensation Committee or retires with Compensation Committee or Board approval as to vesting, (ii) the director dies or becomes permanently and totally disabled, or (iii) the director’s service is terminated within two years after a change of control occurs other than on account of a voluntary resignation. Non-qualified stock options which are vested at cessation of service on the Board remain exercisable for the remainder of the full original option term (normally ten years from date of grant).

Insurance		$75,000 life insurance (may require medical examination). $250,000 travel accident insurance while traveling for Massey Energy Company. $75,000,000 Directors and Officers liability insurance.

Physicals		An annual physical, at the election of the director.

Supplemental Health Insurance		Secondary supplemental health insurance, at the election of the director.