exhibit101.htm


    
       

       

      
        
          EXHIBIT
10.1

        

      

    


    MASSEY
ENERGY COMPANY

    NON-EMPLOYEE
DIRECTORS – COMPENSATION SUMMARY

    (Amended
and Restated Effective November 9, 2009)

    


    
      	
              Annual
      Retainer

            	
              $39,600
      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

            	
              $90,000
      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.