EX-10.2





 Exhibit 10.2 

AMENDMENT NO. 1 TO 

SERVICE-BASED CASH AWARD AGREEMENT 

THIS AMENDMENT NO. 1 TO SERVICE-BASED CASH AWARD AGREEMENT (the “Amendment”), effective [    ]
(the “Effective Date”), is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company”), and the undersigned employee of the Company or a Subsidiary who accepts this Agreement in the
Plan’s online administration site using the Company’s online acceptance procedures (the “Grantee”). The grant date for this Supplemental Award is [    ], 2021 (the “Supplemental Grant
Date”). 
 WHEREAS, the Committee previously determined that, subject to the provisions of the Service Based Cash Award
Agreement entered between the Company and the Grantee (the “Agreement”), it would be to the advantage and best interest of the Company and its stockholders to grant the opportunity to earn the service-based cash award provided for herein
to the Grantee as an incentive for his or her efforts during his or her service with the Company or its Subsidiaries, and has advised the Company thereof and instructed the undersigned officer to enter into this Agreement to evidence this Cash Award
opportunity; 
 WHEREAS, the Committee has determined that considering exemplary performance demonstrated by the Grantee in
connection with the Company’s “Project Gibraltar” transactions, the Grantee shall be awarded a supplemental Service-Based Cash Award in the amount set forth on the signature page hereto (the “Supplemental Award”),
which shall not be subject to certain acceleration restrictions and covenants of the Agreement; and 
 WHEREAS, the Committee desires
to amend the Agreement, as set forth below, to effectuate the grant of the Supplemental Award. 
 NOW, THEREFORE, in
consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows: 

1.     Section 1.2 of the Agreement shall be amended to include the Supplemental Award within the defined term Cash
Award, except for purposes of Section 3.2, such that Section 1.2 shall read in its entirety as follows: 
 Section 1.2- “Cash Award” shall mean the service-based cash award opportunity provided by the Company to the Grantee as evidenced by this Agreement. Except as specified in Section 3.2(c)
of this Agreement, Cash Award shall also include the Supplemental Award. 
 2.    Article II of the Agreement shall be
amended to include a new definition, designated as Section 1.15, defining the Supplemental Award granted pursuant to this Amendment: 

Section 1.15- “Supplemental Award” shall mean the service-based
cash award opportunity provided by the Company to the Grantee pursuant to Amendment No. 1 to this Agreement. 

3.    Section 3.2 of the Agreement shall be amended to provide that the Supplemental Award granted pursuant to this
Amendment shall vest upon a Termination of Service if such termination is without Cause, such that Section 3.2 shall read in its entirety as follows: 

Section 3.2- Acceleration Events. Notwithstanding Section 3.1 hereof, the Cash Award shall


  
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become fully vested and non-forfeitable upon (a) a Termination of Service within two years following a Change in Control, provided such Termination of
Service is by the Company without Cause or by the Grantee for Good Reason; (b) the Grantee’s death or Disability; or (c) with respect to the Supplemental Award, a Termination of Service, provided such Termination of Service is by the
Company without Cause or by the Grantee for Good Reason (each, an “Acceleration Event”) (provided, that no payment of the Cash Award or the Supplemental Award shall be accelerated to the extent such payment would cause the Cash
Award or Supplemental Award to be subject to the adverse consequences described in Code Section 409A). 
 4.    
Any Capitalized Terms not defined herein shall have the meanings ascribed to them in the Agreement. 
 5.    All other
terms and conditions of the Agreement that are not hereby amended are to remain in full force and effect. 
 6.    This
Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signatures to this Amendment transmitted by facsimile, electronic mail, or by any
other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. 

[SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, this Amendment has been executed and delivered by the parties
hereto. 
  

	
	PEABODY ENERGY CORPORATION
	
	 /s/ Paul V. Richard

	Paul V. Richard
	 Senior Vice President,
 Chief Human Resources
Officer



  

	
	 Note: Grantee is deemed to have

executed this Agreement upon clicking

“Accept” in the Plan’s online

administration site.



  
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