Exhibit 10.2 


 


Participant Name: 


 


Name
of Plan: 2016 Omnibus Incentive Plan


 


Employee
Number: 


 


Grant
Name:


 


Grant
Date: 


 


Performance
Period: 


 


Total
Restricted Stock Units: 


 


Form
of Restricted Stock Unit Contract


 


(Performance-Based
Vesting)


 


This
Contract, by and between Arch Coal, Inc., a Delaware corporation (the “Company”), and ____ (the “Participant”),
is made and entered into as a separate inducement in connection with the Participant’s employment and not in lieu of any
salary or other compensation for the Participant’s services, pursuant to which the Company has awarded restricted stock
units (the “Units”) to the Participant, subject to the provisions of the Arch Coal, Inc. 2016 Omnibus Incentive
Plan (as may be amended from time to time, the “Plan”), a copy of which has been made available to the Participant,
and to the terms and conditions set forth below, which constitute the entire understanding between the Company and the Participant
with respect to this Contract.


 


This
Contract is executed as of the Grant Date.


 





	 	Arch
    Coal, Inc.
	 	 
	 	 
	 	[Name]
	 	[Title]


 








 


ACKNOWLEDGMENT


 


Please
click the ‘accept’ button below to confirm your acceptance of the terms and conditions of this Contract and of the
Plan within 60 days of issuance of this Contract.  By confirming acceptance, you (a) acknowledge receipt of a copy of the
Plan; (b) represent that you have read and are familiar with the terms of the Plan and this Contract; (c) accept the Units subject
to all of the terms and provisions of this Contract and of the Plan under which it is granted, as the Plan may be amended in accordance
with its terms; and (d) agree to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors
of the Company (the “Board”) or the Personnel & Compensation Committee of the Board (the “Committee”)
concerning any questions arising under the Plan with respect to this Contract.      


 




     


     

    

 


Terms
and Conditions of Restricted Stock Unit Contract


 


(Performance-Based
Vesting)


 


		1.	Definitions.
                                         Capitalized terms not otherwise defined herein have the meanings set forth in the Plan.



 


		2.	Vesting
                                         Conditions. The Units will vest to the extent that both the “Service Condition”
                                         (as defined in Section 2(a)) and the “Performance Condition” (as defined
                                         in Section 2(b)) are satisfied. For purposes of illustration only, if the Service Condition
                                         is satisfied with respect to 60% of the Units and the Performance Condition is satisfied
                                         with respect to 50% of the Units, then 30% of the Units will vest, and the remaining
                                         70% of the Units will be forfeited. 



 


		a.	Service
                                         Condition. The “Service Condition” will be satisfied with respect
                                         to 100% of the Units if the Participant does not experience a Termination of Service
                                         prior to the last day of the Performance Period (the “Performance Period End
                                         Date”). If the Participant experiences a Termination of Service prior to the
                                         Performance Period End Date, the Service Condition will be deemed satisfied to the extent,
                                         if any, provided in Section 9. 



 


		b.	Performance
                                         Condition. The “Performance Condition” will be satisfied with
                                         respect to between 0% and 100% of the Units based on the highest VWAP (as defined in
                                         Section 20) for any period of 90 trading days during the Performance Period, as follows:



 


	VWAP	Percentage
    Satisfied
	Below
    $65	0%
	$65	25%
	$85	50%
	$105	75%
	$125
    or higher	100%


 


If
the VWAP is between any of the two prices set forth in the table above, the percentage of the Performance Condition that will
be satisfied will be subject to straight-line interpolation between the percentages corresponding to such prices.


 


		3.	Payout
                                         of Award. Subject to the provisions of this Contract and the Plan, the Participant
                                         is awarded the aggregate number of Units set forth in this Contract, evidencing the right
                                         to receive an equivalent number of shares of Class A Common Stock (“Shares”).
                                         Settlement of vested Units will be made by payment in Shares on the date determined in
                                         accordance with Section 10. 



 


		4.	Non-transferable.
                                         The Participant agrees that the Units may not be sold, assigned, transferred, pledged,
                                         hypothecated or otherwise disposed of.



 


		5.	Change
                                         in Control. In the event of a Change in Control prior to the Performance Period End
                                         Date, (a) the Service Condition will be deemed satisfied with respect to 100% of the
                                         Units, and (b) the Performance Condition will be deemed satisfied with respect to between
                                         0% and 100% of the Units, as determined in accordance with Section 2(b); provided
                                         that, for such purpose, the VWAP will be deemed to equal the greater of (i) the price
                                         or implied price per Share in such Change in Control or (ii) the highest VWAP for any
                                         period of 90 trading days during the portion of the Performance Period ending on the
                                         day prior to such Change in Control (or the entire such portion of the Performance Period,
                                         if fewer than 90 days).



 






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		6.	Tax
                                         Withholding. The Participant hereby authorizes
                                         withholding from payroll amounts payable hereunder, and any other amounts payable to
                                         the Participant, and otherwise agrees to make adequate provision for, any amounts required
                                         to satisfy the federal, state, local and foreign tax withholding obligations of the Company
                                         that arise in connection with the Units, including as a result of the vesting or settlement
                                         thereof (the “Withholding Obligations”). At the Participant’s
                                         election, the Company will withhold (i.e., “net settle”) from the number
                                         of Shares otherwise deliverable on settlement of the Units a number of such Shares with
                                         a Fair Market Value (as of the date that the Withholding Obligations arise) equal to
                                         the maximum statutory amount necessary to satisfy the Withholding Obligations (or such
                                         lesser amount, as elected by the Participant). The Company will have no obligation to
                                         deliver payment in settlement of the Units until the Withholding Obligations have been
                                         satisfied by the Participant. 



 


		7.	Restrictions
                                         on Grant and Payout of Award. The grant of the
                                         Units and any settlement thereof will be subject to compliance with all applicable requirements
                                         of federal, state or foreign law. No Shares may be issued hereunder if the issuance of
                                         such Shares would constitute a violation of any applicable federal, state or foreign
                                         securities laws or other laws or regulations or the requirements of any stock exchange
                                         or market system upon which the Shares may then be listed. The inability of the Company
                                         to obtain from any regulatory body having jurisdiction or authority, if any, deemed by
                                         the Company’s legal counsel to be necessary to the lawful delivered of any Shares
                                         subject to the Units will relieve the Company of any liability in respect of the failure
                                         to deliver such Shares as to which such requisite authority will not have been obtained;
                                         provided that, in such case, the Company will pay to the Participant, on the date
                                         on which such Shares otherwise would have been delivered, cash in an amount equal to
                                         the value of such Shares as of such date. As a condition to the settlement of the Units,
                                         the Company may require the Participant to satisfy any qualifications that may be necessary
                                         or appropriate to evidence compliance with any applicable law or regulation and to make
                                         any representation or warranty with respect thereto as may be requested by the Company.
                                         



 


		8.	Fractional
                                         Shares. The Company will not be required to issue fractional Shares upon the vesting
                                         of the Units.



 


		9.	Termination
                                         of Service.



 


		a.	Death
                                         or Disability. In the event of the Participant’s Termination of Service at
                                         any time prior to the Performance Period End Date due to the Participant’s death
                                         or Disability, the Service Condition will be deemed satisfied with respect to 100% of
                                         the Units, and the Units will remain subject to the Performance Condition. 



 


		b.	Without
                                         Cause, For Good Reason or Retirement. In the event of the Participant’s Termination
                                         of Service at any time prior to the Performance Period End Date by the Company without
                                         Cause or by the Participant for Good Reason or due to Retirement, the Service Condition
                                         will be deemed satisfied with respect to a percentage of the Units equal to (i) 100%,
                                         multiplied by (ii) a fraction, the numerator of which is the number of days during the
                                         period beginning on the Grant Date and ending on the date of such Termination of Service,
                                         and the denominator of which is 1,095. Such Units for which the Service Condition is
                                         deemed satisfied will remain subject to the Performance Condition, and the remaining
                                         such Units will be forfeited. 



 


		c.	Resignation.
                                         In the event of the Participant’s Termination of Service at any time prior to the
                                         Performance Period End Date by the Participant other than for Good Reason or due to Retirement,
                                         all unvested Units will be forfeited. 



 


		d.	For
                                         Cause. In the event of the Participant’s Termination of Service at any time
                                         prior to the Performance Period End Date by the Company for Cause, all Units, whether
                                         vested or unvested, will be forfeited. 



 






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		10.	Settlement
                                         of Units. To the extent that the Units vest in accordance with this Contract, such
                                         vested Units will be settled on (or within five business days after) the earlier of (a)
                                         the Performance Period End Date or (b) the date on which a Change in Control occurs.
                                         



 


		11.	Holding
                                         Requirement. Upon settlement of the Units in Shares in accordance with this Contract,
                                         such Shares will be freely transferable by the Participant except to the extent provided
                                         in this Section 11. The Shares that are delivered to the Participant on “net settlement”
                                         of the Units in accordance with Section 6 (assuming for such purposes that the Participant
                                         had elected to satisfy the Withholding Obligations with respect to such Shares by having
                                         the Company withhold a number of such Shares with a Fair Market Value (as of the date
                                         that such Withholding Obligations arise) equal to the maximum statutory amount necessary
                                         to satisfy such Withholding Obligations) are referred to herein as the “Net
                                         Shares”. 



 


		a.	50%
                                         of the Net Shares may not be transferred by the Participant until the Participant has
                                         satisfied the Company’s stock ownership guidelines applicable to the Participant.
                                         From the date that the Participant satisfies such guidelines, the Net Shares will be
                                         freely transferable by the Participant except to the extent that such transfer would
                                         cause the Participant to cease to satisfy such guidelines. 



 


		b.	Notwithstanding
                                         Section 11(a), (i) in the event of a Change in Control or the Participant’s Termination
                                         of Service for any reason, the Net Shares will be freely transferable from the applicable
                                         settlement date, and (ii) the Net Shares may at any time be transferred to a trust of
                                         which the Participant is a beneficial owner or to an entity owned or controlled by the
                                         Participant. 



 


		12.	Restrictive
                                         Covenants. In consideration of the grant of the Units, the Participant agrees to
                                         the following restrictive covenants:



 


		a.	Non-Competition
                                         and Non-Solicitation. During the period beginning on the Grant Date and ending on
                                         the earlier of (i) the first anniversary of the Participant’s Termination of Service
                                         for any reason or (ii) the date on which a Change in Control occurs, the Participant
                                         will not engage in any Competitive Activity (as defined in Section 20(a)) or Solicitation
                                         Activity (as defined in Section 20(d)).



 


		b.	Confidentiality.
                                         The Participant will at all times keep secret and confidential all Confidential Information
                                         (as defined in Section 20(c)) that the Participant acquires or has acquired in connection
                                         with or as a result of the performance of services for the Company unless (i) the Company
                                         otherwise consents or (ii) the Participant is legally required to disclose such Confidential
                                         Information by a court of competent jurisdiction. 



 


		c.	Non-Disparagement.
                                         The Participant will at all times not knowingly make any statement, written or oral,
                                         that disparages the business or reputation of the Company or any of its Subsidiaries
                                         or the officers or directors of any of them. The Company’s officers and directors
                                         will not knowingly make any statement, written or oral, that disparages the business
                                         or reputation of the Participant. 



 


Notwithstanding
anything in this Contract to the contrary, if the Participant breaches in any material respect any of the restrictive covenants
set forth in this Section 12, the Units, whether vested or unvested, will be forfeited in their entirety (which forfeiture will
be the Company’s sole remedy in the event of such breach).


 






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		13.	Stockholder
                                         Rights. The Participant will have no rights as a holder of Shares with respect to
                                         the Units granted hereunder. Notwithstanding the foregoing, the Participant will have
                                         the right to receive a cash payment (the “Dividend Equivalent Payment”)
                                         with respect to the Units (if any) that vest pursuant to this Contract, subject to withholding
                                         pursuant to the terms of this Contract and the Plan, in an amount equal to the aggregate
                                         cash dividends that would have been paid to the Participant if the Participant had been
                                         the record owner, on each record date for a cash dividend during the period from the
                                         Grant Date through the settlement date of the Units, of a number of Shares equal to the
                                         number of Units that actually vest under this Contract. The Dividend Equivalent Payment
                                         will be made on the applicable settlement date of the Units. The Participant will not
                                         be entitled to receive any payments with respect to any non-cash dividends or other distributions
                                         that may be made with respect to Shares (but, for clarity, the Units will be subject
                                         to adjustment for such non-cash dividends or other distributions pursuant to Section
                                         12.07(a) of the Plan). 



 


		14.	Effect
                                         of Award on Employment. Nothing in this Contract will be construed to affect in any
                                         way the right of the Company to terminate the employment of the Participant at any time
                                         for any reason, with or without Cause.



 


		15.	Further
                                         Assurances. Each of the parties hereto agrees to execute and deliver all consents
                                         and other instruments and take all other actions deemed necessary or desirable by counsel
                                         for the Company to carry out each provision of this Contract and the Plan.



 


		16.	Governing
                                         Law. The validity, interpretation, performance and enforcement of this Contract will
                                         be governed by the laws of the State of Delaware, determined without regard to its conflicts
                                         of law provisions.



 


		17.	Contract
                                         Governs. In the event of any conflict between the terms of this Contract and the
                                         Plan or any other documents or materials provided to the Participant related to the Units,
                                         the terms of this Contract will control.



 


		18.	Deferral.
                                         In the event that the Participant is eligible to participate in a deferred compensation
                                         plan sponsored by the Company, payments under this Contract may be permitted to be deferred
                                         under such plan. The terms, conditions and requirements for such deferral will be governed
                                         by such plan.



 


		19.	Clawback
                                         Policy. As partial exchange for the incentive compensation set forth in this Contract,
                                         by accepting the terms of this Contract the Participant agrees as follows: (i) the Participant
                                         agrees to be bound fully by the terms of the Company’s Compensation Recoupment
                                         Policy, dated as of February 26, 2015 (as may be amended from time to time, the “Clawback
                                         Policy”), and that the compensation set forth in this Contract, including any
                                         amounts subsequently awarded or paid to the Participant under the terms of this Contract,
                                         constitutes “performance-based compensation” as defined in the Clawback Policy
                                         and (ii) any amendments to the Clawback Policy necessary to comply with applicable law
                                         will be applicable to the Participant.



 






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		20.	Certain
                                         Definitions. 



 


		a.	“Competitive
                                         Activity” means the Participant’s participation, without the written
                                         consent of the General Counsel of the Company, in the management of any Competitive Operation.
                                         Competitive Activity will not include (i) the mere ownership of securities in any enterprise
                                         or (ii) participation in the management of any enterprise or any business operation thereof,
                                         other than in connection with a Competitive Operation of such enterprise.



 


		b.	“Competitive
                                         Operation” means the business operation of any enterprise if such operation
                                         engages in substantial and direct competition with any business operation actively conducted
                                         by the Company or its divisions and Subsidiaries on the date of the Participant’s
                                         Termination of Service. A business operation will be considered a Competitive Operation
                                         if such business sells a competitive product or service that constitutes (i) 15% of that
                                         business’s total sales or (ii) 15% of the total sales of any individual subsidiary
                                         or division of that business and, in either event, the Company’s sales of a similar
                                         product or service constitutes (x) 15% of the total sales of the Company or (y) 15% of
                                         the total sales of any individual Subsidiary or division of the Company. 



 


		c.	“Confidential
                                         Information” means information relating to the Company’s, its divisions’
                                         and Subsidiaries’ and their successors’ business practices and business interests,
                                         including, but not limited to, customer and supplier lists, business forecasts, business
                                         and strategic plans, financial and sales information, information relating to products,
                                         process, equipment, operations, marketing programs, research or product development,
                                         engineering records, computer systems and software, personnel records or legal records.



 


		d.	“Solicitation
                                         Activity” means the Participant’s solicitation for employment or retention,
                                         hiring or retention, without the written consent of the General Counsel of the Company,
                                         of any person employed or retained by the Company on, or during the six months preceding,
                                         the date of the Participant’s Termination of Service.



 


		e.	“VWAP”
                                         means the volume weighted average price of a Share for any period of 90-trading days
                                         during the Performance Period (i) as reported for such period by Thomson Reuters or (ii)
                                         if the volume weighted average price is not available from Thomson Reuters for such period,
                                         as reported for such period from a different third party source selected by the Company.
                                         



 


 






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