exhibit102.htm


    Exhibit
10.2



    MASSEY
ENERGY COMPANY

     

    Non-Employee Director
Non-Qualified Stock Option Agreement

     

     _______
Non-Qualified Stock Options

     

    THIS
AGREEMENT dated as of the 16th day
of February, 2010, 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 February 16, 2010 (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 February 16, 2011, February 16, 2012, and
February 16, 2013.  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,
and a Vesting event, for purposes of the Options; and if such approval is not
provided, then such cessation shall not be considered retirement for purposes
hereof and such cessation shall not operate to Vest the Options.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. Exercise
after Cessation of Service.  If Participant
ceases to serve on the Board prior to the Expiration Date for reasons other than
death, retirement or Permanent and Total Disability, his then Vested and
unexercised Options shall be exercisable during the remainder of the period
preceding the Expiration Date.

     

    7. Forfeiture.  Subject to
Paragraph 8 below, all Options that are not then Vested shall be forfeited
if Participant’s service on the Board terminates for any reason other than on
account of Participant’s death, retirement, or Permanent and Total
Disability.

     

    8. Change in
Control.  Notwithstanding
any other provision of this Agreement, Participant’s Options shall be Vested in
full to the extent not then Vested or exercised if Participant’s service on the
Board terminates within two years following a Change in Control other than on
account of a voluntary resignation from service on the Board and such Options
shall be exercisable during the remainder of the period preceding the Expiration
Date.

     

    9. Notice.  Any notice or
other communications given pursuant to this Agreement shall be in writing and
shall be personally delivered or mailed by United States registered or certified
mail, postage prepaid, return receipt requested, to the following
addresses:

     

    
      	
               
      

            	
              If
      to the Company:

            


    

    


    
      	
              By
      hand-delivery:

            	
              By
      mail:

            


    

    
      	
              Massey
      Energy Company

            	
              Massey
      Energy Company

            


    

    
      	
              Attention:
      Corporate Secretary

            	
              Attention:
      Corporate Secretary

            


    

    
      	
              4
      North Fourth Street

            	
              P.O.
      Box 26765

            


    

    
      	
              Richmond,
      Virginia 23219

            	
              Richmond,
      Virginia 23261

            


    

    


    
      	
               
      

            	
              If
      to Participant:

            


    

     

     

     

     

    10. Confidentiality.  Participant
agrees that this Agreement and the receipt of Options subject to this award are
conditioned upon Participant not disclosing the terms of this Agreement or the
receipt of the Options to anyone other than Participant’s spouse, confidential
financial advisor, or senior management of the Company prior to the date
Participant is Vested in the Options.  If Participant discloses such
information to any person other than those named in the prior sentence, except
as may be required by law, Participant agrees that this award will be
forfeited.

     

    11. Fractional
Shares.  Fractional shares
shall not be issuable hereunder, and when any provision hereof may entitle
Participant to a fractional share such fraction shall be
disregarded.

     

    
      
         

      

      
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    12. No Right
to Continued Service.  This Agreement
does not confer upon Participant any right to continue in service on the Board,
nor shall it interfere in any way with the right of the Company to terminate
such service at any time in accordance with any applicable procedures or law
relating to the same.

     

    13. Change
due to Capital Adjustments.  The terms of this
Award shall be adjusted as the Committee determines and as provided in the Plan
for capital adjustments which, in the judgment of the Committee, necessitates
such action.

     

    14. Governing
Law.  This Agreement
shall be governed by the laws of the State of Delaware.

     

    15. Conflicts.  In the event of
any conflict between the provisions of the Plan as in effect on the date hereof
and the provisions of this Agreement, the provisions of the Plan shall
govern.  All references herein to the Plan shall mean the Plan as in
effect on the date hereof or as duly amended.

     

    16. Participant
Bound by Plan.  Participant
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
the terms and provisions thereof which are incorporated by reference into this
Agreement.

     

    17. Binding
Effect.  Subject to the
limitations stated above and in the Plan, this Agreement shall be binding upon
and inure to the benefit of the legatees, distributees, and personal
representatives of Participant and the successors of the Company.

     

    IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly
authorized officer, and Participant has affixed his signature
hereto.

     

                         MASSEY
ENERGY COMPANY

    


    


                          __________________________

                          Baxter
F. Phillips, Jr.

                          President

    


                        ___________________________

                         [Participant]

     

     

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