EX-10.1



 





Exhibit 10.1




	 	 	 	 	 
		 	CNX Gas Corporation

5 Penn Center West, Suite 401 
Pittsburgh, PA 15276-0102
	 
	 	 	 	 
	 

	 	phone:
	 	412/298-4973

	 

	 	fax:
	 	412/200-6782

	 

	 	e-mail:  
	 	kurtsalvatori@cnxgas.com

	 

	 	web:
	 	www.cnxgas.com
	 
	 	 	 	 
	June 18, 2007	 	Kurt Salvatori
	 	 	Director — Human Resources






Dr. DeAnn Craig, P.E.

4899 Montrose Blvd.

Apt. #1503

Houston, TX 77006




Dear DeAnn:




     I am pleased to offer you the position of Senior Vice President —  Asset Assessment of CNX Gas
Corporation.



     We believe that you will be a tremendous addition to our senior management team. You bring the
technical and management skills that make you ideal for this position. At the same time, we think
that this position represents a tremendous opportunity for you. We have gotten off to a fast start
in our first 17 months as a NYSE-listed public company with a $4+ billion market capitalization,
but we are even more excited about the future. With the acquisition last week of Peabody’s gas
assets, we now control over 3.6 million acres. Approximately 90%
of our holdings are currently
unproven and we believe your leadership in assessing these holdings will be critical in unlocking
additional value for our shareholders. We look forward to your input into these and the many other
significant opportunities we see for the Company.



     An outline of the compensation package for this position is attached. We believe that the
compensation package is very competitive. Consistent with our Compensation Committee’s pay for
performance philosophy, you will have a significant compensation opportunity on both a short-term
and long-term basis for superior performance. If we produce value for our shareholders, the entire
management team will be well compensated.



     We look forward to your acceptance of this position. If you accept, our Compensation Committee and
the Board of Directors must formally approve your appointment. Nick Deluliis has discussed the
matter with them and does not expect an issue, but this offer is necessarily subject to that
approval, which we will pursue promptly.



 









 





     Please accept this offer by signing both copies of this letter, and return one signed copy to my
attention. The other copy is for your records. Of course, if you have any questions, you should not
hesitate to contact me.



     I look forward to you joining our team!




	 	 	 	 	 
	 	Sincerely

 	 
	 	/S/ Kurt R. Salvatori 	 
	 	Kurt R. Salvatori 	 
	 	 	 



	 	 	 	 	 
	Agreed to this 18th day of June, 2007.

 	 	 
	/S/ DeAnn Craig 	 	 
	DeAnn Craig
 	 	 
	 	 	 




 









 





CONFIDENTIAL

Date: June 18, 2007




PROPOSED TERMS OF EMPLOYMENT




     The following are the terms on which you will be employed by CNX Gas Corporation.



	 	 	 
	Position

	 	Senior Vice President — Asset Assessment
	 
	 	 
	Job Grade
	 	106 
	 
	 	 
	Base Salary

	 	Your initial base salary will be
$250,000 per year. The base salary for
this position must be approved by the
Compensation Committee of the Board of
Directors. Typically, base salaries for
executive officers are reviewed in
April of each year. Your base salary is
subject to change as determined by the
Compensation Committee.
	 
	 	 
	Annual Short Term Incentive
Compensation Opportunity
(“Bonus”)

	 	You will be eligible to participate in
the Company’s Short Term Incentive Plan
for 2007. Your bonus opportunity for
2007 will be targeted at 60% of your
base salary for achievement of 100% of
the corporate and individual
performance criteria established by the
Compensation Committee and the CEO.
Even though your start date will be
August 1st, you will be
eligible for a full year bonus payment
for 2007.
	 
	 	 
	Long Term Incentive Compensation

	 	You will be eligible to participate in
the Company’s Long-Term Incentive
Compensation Program for the
performance period from your date of
hire to December 31, 2009. Your award
will have a grant date value of 100% of
your base salary, or $250,000. The
number of performance share units you
receive under the program will be equal
to $250,000 divided by the average
closing price of a share of CXG stock
on the NYSE for the ten trading days
ending on your date of hire.
	 
	 	 
	Signing Bonus

	 	$75,000, split between cash in the
amount of $20,000 and performance share
units in the amount of $55,000.
	 
	 	 
	Current Employer Reimbursable 

Costs

	 	CNX Gas will reimburse you for monies
that you actually owe to Chevron due to
the fact that you will be leaving
earlier than expected up to $150,000.
It is our intention to keep you “whole”
from an income tax standpoint. If
possible CNX Gas will deal directly
with






 









 





	 	 	 
	 

	 	Chevron on this matter, thereby avoiding a tax
event for yourself, if however that is not possible
we will “gross-up” the payment we make to you.
	 
	 	 
	Change of Control Agreement

	 	You will be eligible for a standard change of
control agreement, with a “2x” multiplier.
	 
	 	 
	Vacation

	 	You are entitled to five weeks of vacation per year.
	 
	 	 
	Investment (401(k)) Plan

	 	As an employee of CNX Gas, you will be eligible to
participate in the CONSOL Energy Investment Plan.
Under that Plan, CNX Gas will match your
contributions to the Plan up to 6% of your base
salary. In addition, CNX Gas will contribute 3% of
your base salary to the Plan, for which no
contribution on your part is required. These
contributions will be subject to IRS compensation
limits.
	 
	 	 
	Health and Welfare Benefits

	 	You will be eligible for the same health and
welfare benefits to which all similarly situated
employees are entitled.
	 
	 	 
	Relocation

	 	You will be entitled to the “current employee”
relocation package offered by CNX Gas.
	 
	 	 
	Start Date

	 	We look forward to you starting employment with us
on or about August 1, 2007. You will be an
executive officer of CNX Gas. As such, be aware
that all compensation paid to you will be publicly
disclosed. Further, you will be subject to certain
restrictions on your ability to purchase and sell
CNX Gas common stock.
	 
	 	 
	Physical Examination

	 	Pursuant to Company policy, your employment is
conditioned upon a physical examination, including
a drug test, and a background check. We would like
to schedule a physical at your earliest
convenience.
	 
	 	 
	No Employment Agreement;
Compensation and Benefits
Subject to Change

	 	These terms of employment do not create any right
to continued employment. You will not have an
employment agreement. The compensation and
benefits described in these terms of employment are
subject to change in accordance with the
prerogatives of the Compensation Committee and the
terms of the applicable benefit plans and programs.







 









 







Your acceptance of this offer of employment on the above terms is subject to the approval of the
Board of Directors of CNX Gas Corporation and its committees that are required to approve your
appointment. Management of CNX Gas intends to seek that approval promptly after your acceptance,
but your employment will not take effect unless and until that approval is obtained.