exhibit6.htm


     

    
      
        

        

      

       

      EXHIBIT
        10.3

       

      MASSEY
        ENERGY COMPANY

       

      Restricted
        Stock Award Agreement

       

      [Number]
        Restricted Shares

       

      THIS
        AGREEMENT dated as of November 12, 2007, 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 Restricted Stock.  Pursuant to the
        Plan, the Company, on November 12, 2007 (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 [________] shares
        of
        Stock which are designated as Restricted Stock.

       

      2.  Restrictions.  Except
        as provided in this Agreement, the shares of Restricted Stock are
        nontransferable and are subject to a substantial risk of forfeiture during
        the
        Period of Restriction.  The Period of Restriction starts on the Grant
        Date and ends when the shares of Restricted Stock vest or are forfeited.
        During
        the Period of Restriction, the shares of Restricted Stock shall be subject
        to
        and bear the following legend if certificated prior to vesting:

       

      “The
        sale
        or other transfer of the shares of Massey Energy Company stock represented
        by
        this certificate, whether voluntary, involuntary, or by operation of law,
        is
        subject to certain restrictions on transfer set forth in the Massey Energy
        Company 2006 Stock and Incentive Compensation Plan, in the rules and
        administrative procedures adopted pursuant to such Plan, and in an associated
        Restricted Stock Agreement. A copy of the Plan, such rules and procedures,
        and
        the applicable Restricted Stock Agreement may be obtained from the Secretary
        of
        Massey Energy Company.”

       

      3.  Stock
        Power.  With respect to shares of
        Restricted Stock forfeited under Paragraph 6, Participant does hereby
        irrevocably constitute and appoint the Secretary and the Assistant Secretary
        as
        his or her attorney to transfer the forfeited shares on the books of the
        Company
        with full power of substitution in the premises. The Secretary and/or the
        Assistant Secretary shall use the authority granted in this Paragraph 3 to
        cancel any shares of Restricted Stock that are forfeited under
        Paragraph 6.

       

      4.  Vesting.  Subject
        to Paragraph 6 and except as provided in Paragraph 7 below,
        Participant’s interest in the shares of Restricted Stock shall become
        transferable and nonforfeitable (“Vested”) with respect to one-third of the
        shares of Restricted Stock on each of November 12, 2008, November 12, 2009,
        and
        November 12, 2010.

       


      
        
                

                   
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5.  Death
        or Disability.  If Participant dies or
        becomes permanently and totally disabled within the meaning of Section 22(e)(3)
        of the Code (“Permanently and Totally Disabled”) while in the employ or service
        of the Company or a Subsidiary and prior to the forfeiture of the shares
        of
        Restricted Stock under Paragraph 6, Participant’s right to receive the
        Restricted Stock shall be fully “Vested” (i.e., the restrictions on transfer and
        risk of forfeiture in Paragraph 2 above shall lapse).

       

      6.  Forfeiture.  Subject
        to Paragraph 7 below, all shares of Restricted Stock that are not then
        Vested shall be forfeited if Participant’s employment or service with the
        Company and its Subsidiaries terminates for any reason other than on account
        of
        Participant’s death or becoming Permanently and Totally Disabled.

       

      7.  Change
        in Control.  Notwithstanding any other
        provision of this Agreement, Participant's right to receive the Restricted
        Stock
        shall be Vested if Participant's employment is terminated by the Company
        or an
        Affiliate without Cause within two years following a Change in Control. 
For purposes of this Agreement, Cause shall occur upon:

       

             
        (i)     the willful and continued failure by Participant
        substantially to perform Participant's duties with the Company or an Affiliate
        (other than any such failure resulting from Participant's incapacity due
        to
        physical or mental illness) after written demand for substantial performance
        is
        delivered to Participant by the Company or an Affiliate which specifically
        identifies the manner in which the Company or Affiliate believes that
        Participant has not substantially performed Participant's duties,

       

             
        (ii)    Participant’s willful breach of fiduciary duty, willful
        violation of any law, rule, or regulation (other than traffic violations
        or
        similar offenses), willful violation of a final cease and desist order or
        willfully engaging in any other gross misconduct which is materially and
        demonstrably injurious to the Company or any Affiliate, or

       

             
        (iii)    Participant’s conviction of, or pleading guilty
        or nolo condentere to, the commission of a felony involving fraud,
        embezzlement, theft or moral turpitude. 

       

      For
        purposes hereof, no act, or failure to act, on Participant’s part described in
        clause (i) or (ii) above shall be considered “willful” unless done, or omitted
        to be done, by Participant not in good faith and without reasonable belief
        that
        Participant's action or omission was in the best interest of the Company
        and its
        Affiliates.  The fact that Participant is or shortly may be “retirement
        eligible” and thus eligible for or entitled to post-retirement benefits from any
        plan, arrangement or program sponsored, participated in or contributed to
        by the
        Company or an Affiliate shall not prevent Participant’s termination from being
        considered for Cause.

      


      8.  Voting
        Rights.  During the Period of Restriction, Participant
        shall be entitled to exercise voting rights with respect to the shares of
        Restricted Stock.

       

      9.  Dividends
        and Other Distributions.  During the Period of
        Restriction, Participant shall be entitled to receive all dividends and other
        distributions paid in cash or property other than Stock with respect to the
        shares of Restricted Stock. If any dividends or distributions are paid in
        Stock,
        such Stock shall be subject to the same restrictions on transferability and
        the
        same rules for vesting, forfeiture and custody as the shares of Restricted
        Stock
        with respect to which they were distributed. No fractional shares of Restricted
        Stock shall accrue under this Paragraph, and if

        
          
                  

                   
    

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      Participant
        would otherwise be entitled to a fractional share under this Paragraph, such
        fractional share shall be disregarded and forfeited.

       

      10.  Issuance
        and Custody of Certificates.  The
        Restricted Stock shall be issued in book entry form but may, on direction
        of the
        Committee, be issued in electronic form or in certificated form. Custody
        of
        stock certificates evidencing the shares of Restricted Stock shall be retained
        by the Company. The Company shall cause shares of Restricted Stock which
        are
        Vested to be issued in book entry or electronic form or in certificated form
        in
        the name of Participant without the restrictions referred to in Paragraph 2
        above and shall deliver to Participant stock certificates evidencing such
        shares, or to Participant’s trading account in electronic form if so
        requested.

       

      11.  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:

                	 
	 	 
	
                  [Name]

                	 
	
                  [Address]

                	 
	
                  [Address]

                	 


        

      

      


      
        12.  Confidentiality.  Participant
          agrees that this Agreement and the receipt of Restricted Stock subject
          to this
          award are conditioned upon Participant not disclosing the terms of this
          Agreement or the receipt of the Restricted Stock to anyone other than
          Participant’s spouse, confidential financial advisor, or senior management of
          the Company prior to the date Participant is Vested in shares of Restricted
          Stock. 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.

         

      

      13.  Fractional
        Shares.  A fractional share shall not
        Vest hereunder, and when any provision hereof may cause a fractional share
        to
        Vest, any Vesting in such fractional share shall be postponed until such
        fractional share and other fractional shares equal a Vested whole
        share.

       

      14.  No
        Right to Continued Employment or
        Service.  This Agreement does not confer
        upon Participant any right to continue in the employ or service of the Company
        or a Subsidiary, nor shall it interfere in any way with the right of the
        Company
        or a Subsidiary to terminate such employment or service at any
        time.

       


      
        
                

                        
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

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

       

      17.  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.

       

      18.  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.

       

      19.  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.

       

      20.  Taxes.  Participant
        shall make arrangements acceptable to the Company for the satisfaction of
        income
        and employment tax withholding requirements attributable to the Vesting of
        this
        Award.

       

      21.  Employment
        and Service.  In determining cessation
        of employment or service, transfers between the Company and/or any Subsidiary
        shall be disregarded, and changes in status between that of a Member, a
        Non-Employee Service Provider and a Non-Employee Director shall be
        disregarded.

       

      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

      


      


                            By:
        __________________________

                            Name:
        Baxter F. Phillips, Jr.

                            Its:
        Executive Vice President and Chief Administrative Officer

      


                           _____________________________

                          [Participant]