Retirement Agreement with Don L. Blankenship, effective December 3, 2010.
a. Severance Payments. The Company will make two payments in cash or cash equivalent to you aggregatingTwelve Million Dollars ($12,000,000), the first in the amount of Two Million Dollars ($2,000,000), which theCompany views as not being deferred compensation subject to Section 409A of the Code (as defined in section14 of this Agreement), and shall be paid on December 31, 2010 and the second in the amount of Ten MillionDollars ($10,000,000), which the Company views as being deferred compensation subject to Section 409A of theCode and shall be paid on July 1, 2011 or, if sooner, within five (5) days of your death, less any applicablefederal, state and local income or employment taxes required to be withheld. These are payments to which youwould not otherwise be entitled in the absence of this Agreement. The Company agrees at your written request toplace any amount to be paid to you pursuant to this section 2.a. after December 31, 2010 in a
of whichthe trustee is a bank selected by the Company, which trust shall be a grantor trust of the Company for federalincome tax purposes and shall be based on the model
described in Rev. Proc. 92-64, 1992-2 CB 422.b. Performance Award Settlement. The Company agrees to pay you on December 31, 2010, based on reasonableestimates of actual performance to be agreed, those portions of the 2008-2010 long term incentive award, the2010 cash incentive bonus award, the 2010 performance-based restricted unit awards, the 2010 performance-based cash incentive awards and the 2010 performance-based restricted stock award that would otherwise bepayable to you on or before March 15, 2011 for the performance periods ending 2010. This settlement will besubject to applicable federal, state and local income or employment taxes required to be withheld. If we areunable to reach an agreed settlement, any unsettled awards will be determined by the Company in accordancewith the terms of the applicable plans and agreements and paid in the normal course of business. These arepayments which you would otherwise receive after December 31, 2010 and on or before March 15, 2011, in theabsence of this Agreement, based on your Retirement Date.c. Property Adjacent to Sprigg, West Virginia Residence. The Company hereby grants you the option to purchasefor cash at its appraised fair market value the real property owned by the Company that is currently not a part of the parcel of real estate that is included as part of the residence currently being occupied by you as your principalresidence in Sprigg, West Virginia (your
) but is otherwise on and inside the fenced-in areasurrounding your Sprigg residence. The Company agrees to obtain the appraisal and provide a copy to you nolater than February 28, 2011. You will then have the right during the period between July 1, 2011 untilDecember 31, 2011 to purchase the property.d. Right of Way. The Company hereby agrees to provide you by March 15, 2011 with a non-exclusive personalaccess easement through the property owned by the Company
s subsidiaries, Road Fork Development Company,Inc. and Lauren Land Company, or their successors or assigns (collectively, the
). Suchaccess easement shall be for ingress and egress over the road beginning at the end of the state and/or county roadmaintenance on Kentucky Route 292 and extending along the river to the bridge that crosses over to Sprigg, WestVirginia, then extending to the intersection with West Virginia State Route 49, as such easement area is generallydepicted and shaded in green on Exhibit A, attached hereto and incorporated herein. The access easementagreement shall be personal to you, shall not benefit your successors or assigns, shall not attach to any propertyowned by you, includingPage 2
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