Change in Control Severance Agreement



 Exhibit 10.9 

CHANGE IN CONTROL SEVERANCE AGREEMENT 

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), originally dated as of December 2, 2008, and amended
as of February 23, 2010 (the “Effective Date”), is made between CONSOL Energy Inc., CNX Center, 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317, a Delaware corporation (the “Company”), and Robert Pusateri
(the “Executive”). 
 WITNESSETH: 

WHEREAS, the Executive is a senior executive of the Company and has made and is expected to continue to make major contributions to the
short- and long-term profitability, growth and financial strength of the Company; and 
 WHEREAS, the Board of Directors of the
Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined below) exists and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders; and 

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and
dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control; and 

WHEREAS, in consideration of the Executive’s continued employment with the Company and the Executive’s agreement to waive
certain rights he may have to receive severance compensation and benefits under any applicable Company severance plan or policy, as set forth below, the Company desires to provide the Executive with certain compensation and benefits set forth in
this Agreement in order to ameliorate the financial and career impact on the Executive in the event the Executive’s employment with the Company is terminated for a reason related to a Change in Control; and 

WHEREAS, the Executive agrees to waive any rights he may have under any Company severance plan or policy with respect to severance
compensation and benefits in the event the Executive’s employment with the Company is terminated as the result of an Involuntary Termination Associated With a Change in Control (as defined below). 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the Company and the Executive agree as follows: 
 1. Certain Defined Terms. In addition to terms
defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters: 

(a) “Base Pay” means the greater of (i) the Executive’s annual base salary rate, exclusive of bonuses, commissions
and other Incentive Pay, as in effect immediately preceding the Executive’s Termination Date, or (ii) the Executive’s annual base salary rate, exclusive of bonuses, commissions and other Incentive Pay, as in effect immediately prior
to the Change in Control. 
 (b) “Board” means the Board of Directors of the Company. If the Executive is also a
member of the Board, then in the case of any provision hereof that requires action by, or a determination of, the Board in connection with this Agreement, it is understood that such provision refers to the members of the Board other than the
Executive. 
 (c) “Cause” means a determination by the Board that the Executive has committed any of the following
acts: 
  







 (i) the Executive has been convicted of, or the Executive has pleaded guilty
or nolo contendere to, (A) any felony, or (B) any misdemeanor involving fraud, embezzlement or theft; or 

(ii) the Executive has wrongfully disclosed material confidential information of the Company or any Subsidiary, has
intentionally violated any material express provision of the Company’s code of conduct for executives and management employees (as in effect on the date of the Change in Control), or has intentionally failed or refused to perform any of his
material assigned duties for the Company; and any such failure or refusal has been demonstrably and materially harmful to the Company. 

Notwithstanding the foregoing, the Executive will not be deemed to have been terminated for “Cause” under this
subsection (ii) unless and until there has been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than the majority of the members of the Board plus one member, finding that, in the good faith
opinion of the Board, the Executive has committed an act constituting “Cause,” as herein defined, and specifying the particulars thereof in detail. Prior to any such determination, the Executive shall be provided with reasonable notice of
such pending determination and the Executive, together with his counsel (if the Executive chooses to have counsel present at such meeting), shall be provided with the opportunity to be heard before the Board makes any such determination. Nothing
herein will limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination. 

(d) “Change in Control” means the occurrence of any of the following events: 

(i) the acquisition after the date hereof by any individual, entity or group (within the meaning of section 13(d)(3) or
14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 25% of the combined voting power of the then outstanding Voting Stock of the
Company; provided, however, that for purposes of this Section 1(d)(i), the following acquisitions will not constitute a Change in Control: (A) any issuance of Voting Stock of the Company directly from the Company that is approved by the
Incumbent Board (as defined in Section 1(d)(ii), below), (B) any acquisition by the Company of Voting Stock of the Company, (C) any acquisition of Voting Stock of the Company by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Subsidiary, (D) any acquisition of Voting Stock of the Company by an underwriter holding securities of the Company in connection with a public offering thereof, or (E) any acquisition of Voting Stock of the
Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(d)(iii), below; or 

(ii) individuals who constitute the Board as of the Effective Date (the “Incumbent Board,” as modified by
this Section 1(d)(ii)), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to such date whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director,
without objection to such nomination) will be deemed to have then been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 

(iii) consummation of a reorganization, merger or consolidation of the Company or a direct or indirect wholly owned
subsidiary thereof, a sale or other disposition 
  

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(whether by sale, taxable or nontaxable exchange, formation of a joint venture or otherwise) of all or substantially all of the assets of the Company, or other transaction involving the Company
(each, a “Business Combination”), unless, in each case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of Voting Stock of the Company
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination or any direct
or indirect parent corporation thereof (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries),
(B) no Person other than the Company beneficially owns 25% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination or any direct or indirect parent corporation
thereof (disregarding all “acquisitions” described in subsections (A)—(C) of Section 1 (d)(i)), and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination or
any direct or indirect parent corporation thereof were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or 

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant
to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(d)(iii). 
 (e) “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. 
 (f) “Code” means the Internal Revenue
Code of 1986, as amended. 
 (g) “Consultancy Period” and “Consultancy Position” shall have the respective
meanings assigned to those terms in Section 2(d) hereof. 
 (h) “Constructive Termination Associated With a Change in
Control” means the termination of the Executive’s employment with the Company by the Executive as a result of the occurrence without the Executive’s written consent of one of the following events: 

(i) a material adverse change in the Executive’s position with the Company and/or a Subsidiary (or any successor
thereto by operation of law or otherwise) (but excluding any loss of any position with a Subsidiary with respect to which the Executive is not separately compensated) as compared to the Executive’s position with the Company (and/or a
Subsidiary) immediately prior to the Change in Control; 
 (ii) (A) a material reduction in the Executive’s
annual base salary rate, exclusive of bonuses, commissions and other Incentive Pay, as in effect immediately prior to the Change in Control; (B) a material reduction in the Executive’s Target Bonus opportunity in effect immediately prior
to the Change in Control; or (C) a material reduction in the level of Employee Benefits provided to the Executive immediately prior to the Change in Control (excluding any reduction that is generally applicable to all or substantially all
salaried Company employees); 
 (iii) a material adverse change in circumstances has occurred following a Change
in Control, including, without limitation, a material change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive unable to carry out,
has materially hindered the Executive’s performance of, or has caused the Executive to suffer a material reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive
immediately prior to the Change in Control; a good faith determination by the 
  

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Executive (that a material adverse change has occurred) will be conclusive and binding upon the parties hereto unless otherwise shown by the Company to be not in good faith); 

(iv) in connection with the liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer
of all or substantially all of its business and/or assets, the Company breached this Agreement by not requiring the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially
all of its business and/or assets have been transferred (by operation of law or otherwise) to assume all duties and obligations of the Company under this Agreement pursuant to Section 14(a); or 

(v) the relocation of the Executive’s principal work location (other than in connection with a relocation
contemplated by the Company as of the date hereof or pursuant to organizational changes in accordance with past practice) to a location that increases the Executive’s normal work commute by fifty (50) miles or more as compared to the
Executive’s normal work commute immediately prior to the Change in Control (excluding in the case of an Executive who is a Vice President/General Manager of Coal Operations, a transfer to a comparable position at another Company or Subsidiary
mining facility), or that the Executive’s required travel away from his office in the course of discharging his responsibilities or duties of his job is materially increased as compared to that which was required of the Executive in any of the
three (3) full years immediately prior to the Change in Control. 
 Without limiting the generality or effect of the
foregoing, the Executive shall have no right to terminate employment in a Constructive Termination Associated With a Change in Control in connection with an event described above unless (A) the Executive provides written notice to the Company
within one month of the occurrence of such event that identifies such event with particularity, and (B) the Company fails to correct such event within thirty (30) days after receipt of such notice from the Executive, and (C) such
termination must occur within sixty (60) days after the expiration of the failure of the Company to correct the event. 

In no event shall the termination of the Executive’s employment with the Company on account of the Executive’s death or
Disability or because the Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Associated With a Change in Control. 

(i) “Disability” means the Executive becomes permanently disabled within the meaning of, and begins actually to receive
disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, the Executive. 
 (j)
“Employee Benefits” means the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs or arrangements in which the Executive is entitled
to participate, including, without limitation, any stock option, performance share, performance unit, stock purchase, stock appreciation, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred
compensation, incentive compensation, group or other life, health, medical/hospital or other insurance (whether funded by actual insurance or self-insured by the Company or a Subsidiary), disability, salary continuation, expense reimbursement and
other employee benefit policies that may exist as of a Change in Control or any successor policies, plans or arrangements that provide substantially similar perquisites or benefits. 

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(l) “Incentive Pay” means the greater of: (i) the Executive’s Target Bonus for which the Executive was eligible
during the period that includes the Termination Date, or (ii) the average of the annual bonuses paid by the Company to the Executive for the three years prior to the year that includes 

 

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the Termination Date. For purposes of this definition, “Target Bonus” means 100% of the amount established under the CONSOL Energy Inc. Executive Annual Incentive Plan, and any other
annual bonus, applicable incentive, commission or other sales incentive compensation, or comparable incentive payment opportunity which, in the sole discretion of the Company, is deemed to constitute a Target Bonus, in addition to Base Pay, for
which the Executive was eligible to receive, but did not receive prior to his Termination Date, in regard to services rendered in the year covered by the Executive’s Termination Date and which is to be made pursuant to any bonus, incentive,
profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement (whether or not funded) of the Company or a Subsidiary, or any successor thereto. For purposes of this definition, “Incentive Pay”
does not include any stock option, stock appreciation, stock purchase, restricted stock, the CONSOL Energy Inc. Long-Term Incentive Programs or similar plan, program, arrangement or grant, one time bonus or payment (including, but not limited to,
any sign-on bonus), any amounts contributed by the Company for the benefit of the Executive to any qualified or nonqualified deferred compensation plan, whether or not provided under an arrangement described in the prior sentence, or any amounts
designated by the parties as amounts other than Incentive Pay. 
 (m) “Involuntary Termination Associated With a Change in
Control” means the termination of the Executive’s employment related to a Change in Control: (i) involuntarily by the Company for any reason other than Cause, the Executive’s death or the Executive’s Disability, or
(ii) on account of a Constructive Termination Associated With a Change in Control. 
 (n) “Restricted Business”
means any business function with a direct competitor of the Company that is substantially similar to the business function performed by the Executive with the Company immediately prior to his Termination Date. 

(o) “Restricted Territory” means the counties, towns, cities or states of any country in which the Company operates or does
business. 
 (p) “Subsidiary” means any Company controlled affiliate. 

(q) “Termination Date” means the last day of the Executive’s employment with the Company. 

(r) “Termination of Employment” means, except as provided in the following sentence and subject to the provisions of
Section 19(b), the termination of the Executive’s active employment relationship with the Company on account of an Involuntary Termination Associated With a Change in Control. For purposes of the non-solicitation provision of
Section 10 of this Agreement, the term “Termination of Employment” shall mean the termination of the Executive’s employment relationship with the Company for any reason. 

(s) “Voting Stock” means securities entitled to vote generally in the election of directors. 

2. Termination Associated With a Change in Control. 

(a) Involuntary Termination Associated With a Change in Control. In the event the Executive’s employment is terminated after,
or in connection with, a Change in Control, on account of (i) an Involuntary Termination Associated With a Change in Control within the two year period after the Change in Control, or (ii) an involuntary termination by the Company (other
than for Cause or due to the Executive’s death or Disability) that (A) occurs not more than three (3) months prior to the date on which a Change in Control occurs, or (B) is requested by a third party who initiates a Change in
Control, the Executive shall be entitled to the benefits provided in subsection (b) of this Section 2. For purposes of subsection 2(a)(ii)(B) above, to be eligible to receive amounts described in Section 2(b) below, a Change in
Control must be consummated within the twelve (12) month period following the Executive’s 
  

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Termination Date, except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or
regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances where a third party approval is necessary and is delayed. In such a circumstance, the remainder of the twelve (12) month period
shall be tolled and shall recommence upon termination of the delaying event. 
 (b) Compensation and Benefits Upon
Involuntary Termination Associated With a Change in Control. In the event a termination described in subsection (a) of this Section 2 occurs, and subject to the Executive’s compliance with the provisions of Section 4 hereof,
the Company shall pay and provide to the Executive after his Termination Date: 
 (i) A lump sum cash payment
equal to (A) 2.0 times Base Pay, plus (B) 2.0 times Incentive Pay. 
 (ii) The Executive shall receive
a pro rated payment of his Incentive Pay for the year in which his Termination of Employment occurs. The pro rated payment shall be based on the Executive’s Incentive Pay as of the Executive’s Termination Date, multiplied by a fraction,
the numerator of which is the number of days during which the Executive was employed by the Company in the year of his termination and the denominator of which is 365. 

(iii) For the eighteen (18)-month period immediately following the Date of Termination or, if later, the closing dates for
the Change in Control: 
 (1) If the Executive elects COBRA Continuation Coverage, the Executive shall continue
to participate in all medical, dental and vision insurance plans he was participating in on the Termination Date, and the Company shall pay the applicable premium. During the applicable period of coverage described in the foregoing sentences, the
Executive shall be entitled to benefits on substantially the same basis and cost as would have otherwise been provided had the Executive not separated from service. To the extent that such benefits are available under the above-referenced benefit
plans and the Executive had such coverage immediately prior to termination of employment, such continuation of benefits for the Executive shall also cover the Executive’s dependents for so long as the Executive is receiving benefits under this
paragraph (iii). The COBRA Continuation Period for medical and dental insurance under this paragraph (iii) shall be deemed to run concurrent with the continuation period federally mandated by COBRA (generally 18 months), or any other legally
mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees under the health care plan. For purposes of this Agreement, (1) “COBRA” means the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, and (2) “COBRA Continuation Period” shall mean the continuation period for medical and dental insurance to be provided under the terms of this Agreement which shall commence on the first day of
the calendar month following the month in which the date of termination falls and generally shall continue for an 18 month period. 

(iv) If the Executive would have been eligible for post-retirement medical and dental coverage had he retired from
employment during the period of eighteen (18) months following his Termination Date, but is not so eligible as the result of his termination, then, at the conclusion of the benefit continuation period described in (iii) above, the Company
shall take all commercially reasonable efforts to provide the Executive with additional continued group medical and dental coverage comparable to that which would have been available to him from time to time under the Company’s post-retirement
medical and dental benefit program, for as long as such coverage would have been available under such program. It is specifically acknowledged by the Executive that if such coverage is provided under a Company sponsored self insured plan, it will be
provided on an after-tax basis and the Executive will have income imputed to him 
  

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annually equal to the fair market value of the premium. If this coverage cannot be provided by the Company, (or where such continuation would adversely affect the tax status of the plan pursuant
to which the coverage is provided), then as an alternative, the Company will reimburse the Executive in lieu of such coverage an amount equal to the Executive’s actual and reasonable after-tax cost of continuing comparable coverage. 

Reimbursement to the Executive pursuant to subsections (iii) or (iv) above will be available only to the extent
that (1) such expense is actually incurred for any particular calendar year and reasonably substantiated; (2) reimbursement shall be made no later than the end of the calendar year following the year in which such expense is incurred by
the Executive; (3) no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year; and (4) the right to this reimbursement is not subject to liquidation or exchange for
another benefit. Notwithstanding the foregoing, under subsection (iii), no reimbursement will be provided for any expense incurred following the eighteen (18) months or for any expense which relates to coverage after such date. 

(v) A lump sum cash payment equal to the total amount that the Executive would have received under the Company’s
401(k) plan as a Company match if the Executive was eligible to participate in the Company’s 401(k) plan for the twenty-four (24)-month period after his Termination Date and he contributed the maximum amount to the plan for the match.
Such amount shall be determined based on the assumption that the Executive would have received annual Base Pay plus Incentive Pay during such period in the amounts set forth in Sections 2(b)(i) and (ii) above. 

(vi) A lump sum cash payment equal to the difference between the present value of the Executive’s accrued pension
benefits at his Termination Date under the Company’s qualified defined benefit plan and (if eligible) any plan or plans sponsored by the Company providing nonqualified retirement benefits (which currently includes the CONSOL Energy Inc.
Supplemental Retirement Plan and The Retirement Restoration Plan of CONSOL Energy Inc.) (the qualified and nonqualified plans together being referred to as the “pension plans”) and the present value of the accrued pension benefits
to which the Executive would have been entitled under the pension plans if the Executive had continued participation in those plans for the twenty-four (24)-month period after his Termination Date. Such amount shall be determined based on the
assumption that the Executive would have received annual Base Pay plus Incentive Pay during such period in the amounts set forth in Sections 2(b)(i) and (ii) above. 

(vii) A lump sum cash payment of $25,000 in order to cover the cost of outplacement assistance services for the Executive
and other expenses associated with seeking another employment position. 
 (viii) The Executive shall receive any
amounts earned, accrued or owing but not yet paid to the Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

 (ix) All payments under this subsection 2(b) will be made in a lump sum no later than 60 days after the date
of termination (or, if later, the closing date of the Change in Control, as applicable); provided, however, that the benefits due under subsections (iii) and (iv) shall be provided as specified thereunder. 

(c) Vesting of Equity Rights. Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the
occurrence of a Change in Control, all stock options, stock appreciation rights, restricted stock, restricted stock units and other equity rights held by the Executive will become fully vested and/or exercisable, as the case may be, on the date on
which the 
  

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Change in Control occurs, and all stock options or stock appreciation rights held by the Executive shall remain exercisable for the period set forth in the award agreement covering the options or
rights. 
 (d) Consultancy Period Option. In the case of any Involuntary Termination Associated With a Change in Control,
the Company may, in its sole discretion, elect to require reasonable cooperation from the Executive following the Executive’s Termination Date for a period (the “Consultancy Period”) not to exceed eighteen (18) months. In
the event that the Company so elects, the Executive shall, during the pendency of the Consultancy Period, be available from time to time, at the request of the Company’s Chairman of the Board or Chief Executive Officer, to provide advice and
assistance concerning (i) the transition of the Executive’s duties and responsibilities to any successor to his position, and (ii) any other matters concerning the Company’s corporate, business and financial affairs which are
consistent with the Executive’s expertise and experience. Such advice and assistance may, at the Executive’s option, be provided either in person or by telephone or videoconference. In no event shall the Company request, nor shall the
Executive be required to provide more than five (5) hours of consulting services per work week, nor to provide such services other than during normal Company business hours. The Executive shall be reimbursed by the Company for any reasonable
expenses incurred in connection with the performance of such services, subject to compliance with the Company’s standard policies and procedures regarding reimbursement of expenses. The Executive shall be permitted, during the Consultancy
Period, to engage in other business and personal activities; provided, that such activities are not inconsistent with the Executive’s duties under Sections 9 and 10 hereof. 

3. Termination of Employment on Account of Disability, Cause or Death. Notwithstanding anything in this Agreement to the contrary,
if the Executive’s employment terminates on account of Disability, the Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers the Executive, and the Executive shall not be
considered to have terminated employment under this Agreement and shall not receive benefits pursuant to Section 2 hereof. If the Executive’s employment terminates on account of Cause or because of his death, the Executive shall not be
considered to have terminated employment under this Agreement and shall not receive benefits pursuant to Section 2 hereof. 

4. Release. To receive the consideration described in Sections 2(b) of this Agreement, the Executive must sign a Separation of
Employment and General Release Agreement, substantially in the form attached hereto as Annex A (the “Release”), deliver the signed Release to the Company’s General Counsel within thirty (30) days (unless a longer period is
required by law), and not revoke the Release within the seven-day revocation period provided for in the Release. 
 5.
Enforcement. Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the
amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be
payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. 
 6.
Limit on Payments by the Company. 
 (a) The provisions of this Section 6 shall apply notwithstanding anything in
this Agreement or any other agreement to the contrary. In the event that it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, Company will apply a limitation on the Payment amount as
specified in Section 6(b) unless it is determined that the “Net After Tax Benefits” to the Executive would be greater if the limitations of Section 6(b) were not imposed. For purposes of this Section 6, “Net After Tax
Benefits” shall mean the 
  

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present value of the Payments net of all taxes imposed on the Executive with respect thereto, including but not limited to excise taxes imposed under Section 4999 of the Code. 

(b) The aggregate present value of the Payments under Section 2(b) of this Agreement (“Agreement Payments”) shall
be reduced (but not below zero) to the Reduced Amount; provided, however, that any such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under
Section 409A (but excluding stock options or other stock rights). The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be
subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, “present value” shall be determined in accordance with Section 280G(d)(4) of the Code. 

(c) Except as set forth in the next sentence, all determinations to be made under this Section 6 shall be made by the nationally
recognized independent public accounting firm used by the Company immediately prior to the Change in Control (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations to the Company
and the Executive within ten (10) days of the Executive’s Termination Date. The value of the Executive’s non-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a
nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Agreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such
non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. 

(d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be
borne solely by the Company. 
 7. No Mitigation Obligation. The Company hereby acknowledges that it will be difficult
and may be impossible for the Executive to find reasonably comparable employment following the Termination Date. Accordingly, the payment of the severance compensation by the Company to the Executive in accordance with the terms of this Agreement is
hereby acknowledged by the Company to be reasonable, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings or
other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of the Executive hereunder or otherwise. Notwithstanding anything to the contrary contained herein, as a condition to accepting
benefits provided hereunder, the Executive will be required to waive, and will be deemed to have waived, any other right or entitlement to severance or termination benefits from the Company or its Subsidiaries. 

8. Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be
required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from
the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event
that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits
provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the expense of the Company as
hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the
Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company

  

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irrevocably consents to the Executive’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential
relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and
all reasonable attorneys’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable
claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive’s taxable year following the Executive’s taxable year in which the Executive
incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange
for another benefit. 
 9. Confidentiality. The Executive hereby covenants and agrees that, except as specifically
requested or directed by the Company, he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as defined below) of the Company.
For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by the
Executive’s breach of this Section 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial
matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a
confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted
Group”). The foregoing obligations imposed by this Section 9 will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no
fault of the Executive, generally known to the public, or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). 

10. Covenants Not to Compete and Not to Solicit. In the event of the Executive’s Termination of Employment, the
Company’s obligations to provide the payments and benefits set forth in Section 2 shall be expressly conditioned upon the Executive’s compliance with the covenants not to compete and not to solicit as provided herein. In the event the
Executive breaches his obligations to the Company as provided herein, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall cease, without prejudice to any other remedies that may be available to the
Company. 
 (a) Covenant Not to Compete. If the Executive is receiving payments and benefits under Section 2 above
(or subsequently becomes entitled thereto because of a termination described in Section 2(a)(ii)), then, for a period of one (1) year following the Executive’s Termination Date, the Executive shall not directly or indirectly engage in
(whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that is a Restricted
Business in a Restricted Territory without the prior written consent of the Board. For this purpose, ownership of no more than 5% of the outstanding Voting Stock of a publicly traded corporation shall not constitute a violation of this provision.

 (b) Covenant Not to Solicit. If the Executive is receiving payments and benefits under Section 2 above (or
subsequently becomes entitled thereto because of a termination described in Section 2(a)(ii)), then, for a period of two (2) years following the Executive’s Termination Date, the Executive shall not: (i) solicit, encourage or
take any other action which is intended to induce any other employee of the Company to terminate his employment with the Company; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such
employee of the 
  

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Company. The foregoing shall not prohibit the Executive or any entity with which the Executive may be affiliated from hiring a former employee of the Company; provided, that such hiring results
exclusively from such former employee’s affirmative response to a general recruitment effort. 
 (c) Interpretation.
The covenants contained herein are intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate
covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such
subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be
enforced. 
 (d) Reasonableness. In the event that the provisions of this Section 10 shall ever be deemed to exceed
the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws. 

11. Employment Rights. Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or
the Executive to have the Executive remain in the employment of the Company or any Subsidiary prior to or following any Change in Control. 

12. Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other
taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling. 
 13. Term of
Agreement. The term of this Agreement shall commence on the Effective Date hereof and shall continue until December 31, 2008; provided, however, that commencing on January 1, 2009, and each January 1 thereafter, the term of this
Agreement shall automatically be extended until the following December 31, unless the Company gives notice not later than October 31 of the preceding year that it does not wish to extend this Agreement; and provided, further, that
regardless of any such notice by the Company, this Agreement shall continue in effect for a period of eighteen (18) months beyond the term provided herein if a Change in Control of the Company occurs during the period that this Agreement is in
effect. 
 14. Successors and Binding Agreement. 

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the
Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or
indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this
Agreement), but will not otherwise be assignable, transferable or delegable by the Company. 
 (b) This Agreement will inure to
the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. This Agreement will supersede the provisions of any employment or other agreement
between the Executive and the Company that relate to any matter that is also the subject of this Agreement, and such provisions in such other agreements will be null and void. 

 

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 (c) This Agreement is personal in nature and neither of the parties hereto will, without the
consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 14(a) and (b). Without limiting the generality or effect of the foregoing, the Executive’s right
to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive’s will or by the laws of descent and distribution and,
in the event of any attempted assignment or transfer contrary to this Section 14(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated. 

15. Notices. For all purposes of this Agreement, all communications, including without limitation, notices, consents, requests or
approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed by the recipient), or
five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three (3) business days after having been sent by a nationally recognized courier service for
overnight/next-day delivery, such as FedEx, UPS, or the United States Postal Service, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive office and to the Executive at his principal residence, or
to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. 

16. Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed
in accordance with the substantive laws of the Commonwealth of Pennsylvania, without giving effect to the principles of conflict of laws of such Commonwealth. 

17. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal
will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal. 
 18.
Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by the Executive and the Company. No waiver by either party hereto at any time
of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. References to Sections are to
references to Sections of this Agreement. Any reference in this Agreement to a provision of a statute, rule or regulation will also include any successor provision thereto. Whenever used herein, the masculine includes the feminine. 

19. Code Section 409A. 

(a) If any benefit provided under this Agreement is subject to the provisions of Section 409A of the Code and the regulations issued
thereunder, the provisions of the Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A and the regulations issued thereunder (or disregarded to the extent such provision cannot be so
administered, interpreted, or construed). 
 (b) Severance benefits are payable only if the Executive is involuntarily
terminated by the Company as provided under this Agreement. For purposes of the Agreement, the Executive shall be considered to have experienced a termination of employment only if the Executive has terminated

  

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employment with the Company and all of its controlled group members within the meaning of Section 409A of the Code. For purposes hereof, the determination of controlled group members shall
be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in
Section 1563(a)(1), (2) and (3) of the Code and Treas. Reg. § 1.414(c)-2. Whether the Executive has terminated employment will be determined based on all of the facts and circumstances and in accordance with the guidance issued
under Section 409A of the Code. 
 (c) For purposes of Section 409A, each severance benefit payment shall be treated
as a separate payment. Each payment under this Agreement is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made on or before
March 15th of the calendar year following the calendar year containing the Executive’s termination date (or, if later, the closing date of the Change in Control) is intended to be excepted under the short-term deferral exception as
specified in Treas. Reg. § 1.409A-1(b)(4); (ii) post-termination medical benefits are intended to be excepted under the medical benefits exceptions as specified in Treas. Reg. § 1.409A-1(b)(9)(v)(B); and (iii) each payment
that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii). The Executive shall have no
right to designate the date of any payment under this Agreement. 
 (d) With respect to payments subject to Section 409A of
the Code (and not excepted therefrom), if any, it is intended that each payment is paid on permissible distribution event and at a specified time consistent with Section 409A of the Code. The Company reserves the right to accelerate and/or
defer any payment to the extent permitted and consistent with Section 409A. Notwithstanding any provision of this Agreement to the contrary, to the extent that a payment hereunder is subject to Section 409A of the Code (and not
excepted therefrom) and payable on account or a termination of employment, such payment shall be delayed for a period of six months after the date of termination (or, if earlier, the death of the Executive) if the Executive is a “specified
employee” (as defined in Section 409A of the Code and determined in accordance with the procedures established by the Company). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately
following the end of the six-month period in the month following the month containing the six (6)-month anniversary of the date of termination. 

20. Survival. Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations
under Sections 2, 6, 8, 9, and 10 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment for any reason whatsoever. 

21. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but
all of which together will constitute one and the same agreement. 
 [Remainder of Page Intentionally Left Blank]

  

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 [Signature Page for Change In Control Agreement] 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered February 23, 2010, but effective as of the
date first above written. 
  

			
	 CONSOL Energy Inc.

		
	By:	 	
	
	 /s/ J. Brett Harvey

	Name:	 	J. Brett Harvey
	Title:	 	President and Chief Executive Officer

 Robert Pusateri

  

			
	 /s/ Robert Pusateri



 

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 Annex A 

SEPARATION OF EMPLOYMENT AND GENERAL RELEASE AGREEMENT 

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this
         day of             ,             , by and between CONSOL Energy Inc. (the
“Company”) and                      (the “Executive”). 

WHEREAS, the Executive formerly was employed by the Company as
                    ; and 

WHEREAS, the Executive and Company entered into a Change in Control Severance Agreement, dated
                    , 200  , (the “Severance Agreement”) which provides for certain payments and benefits in the event
that the Executive’s employment is terminated on account of a reason set forth in the Severance Agreement; and 
 WHEREAS,
the Executive’s employment with the Company was terminated for reasons that qualify the Executive to receive certain payments and benefits, as set forth in Section 2(b) of the Severance Agreement, subject to, among other things, the
Executive’s execution of this Agreement. 
 NOW, THEREFORE, for and in consideration of the Company’s commitments in
Section 2(b) of the Severance Agreement, the Executive and the Company hereby agree as follows: 
 1. (a) The Executive
does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries and parents, and its and their respective officers, directors, employees, and agents, and its and their respective successors and assigns, heirs, executors,
and administrators, as well as the current and former fiduciaries of any pension, welfare, or other benefit plans applicable to the employees or former employees of the Company, and the current and former welfare and other benefit plans sponsored by
the Company (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which the Executive ever had, now has, or hereafter may have, whether known or unknown, or which the
Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of time to the date the Executive signs this Agreement, and particularly, but without limitation of the foregoing
general terms, any claims arising from or relating in any way to the Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship, including,
but not limited to, any claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Worker Readjustment and Retraining
Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Employee Retirement Income Security Act of 1974, the Pennsylvania Human Relations Act, and any other claims under any federal, state or local common law, statutory, or
regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon
tort, equity, implied or express contract or discrimination of any sort. 
 (b) Although Paragraph 1(a) is intended to be a
general release, it is understood and agreed that Paragraph 1(a) excludes claims related to the Executive’s right to receive the payments and benefits described in Section 2(b) of the Severance Agreement, as well as claims under any
statute or common law that the Executive is legally barred from releasing, such as the Executive’s entitlement to vested pension benefits. 
  

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 (c) Nothing herein is intended to or shall preclude the Executive from filing a charge with
any appropriate federal, state or local government agency and/or cooperating with said agency in its investigation. The Executive, however, explicitly waives any right to file a personal lawsuit or receive monetary damages that the agency may
recover against the Releasees, without regard as to who brought any said complaint or charge. Employee further agrees that to the extent any relief, including monetary relief, is awarded in any such proceeding, all amounts paid as consideration
under Section 2(b) of the Separation Agreement shall be a setoff and credit against any such award to the fullest extent permitted by law. 

(d) The Executive represents and agrees by signing below that the Executive has not been denied any leave or benefit requested, has
received the appropriate pay for all hours worked for the Company, and has no known workplace injuries or occupational diseases. 

(e) To the fullest extent permitted by law, the Executive represents and affirms that (i) [other than
                    ,] the Executive has not filed or caused to be filed on the Executive’s behalf any claim for relief against any Releasee
and, to the best of the Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on the Executive’s behalf; and (ii) [other than
                    ,] the Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager,
department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or
illegal conduct or activities. The Executive agrees to promptly dismiss with prejudice all claims for relief filed before the date the Executive signs this Agreement. 

2. The Company, for and in consideration of the commitments of the Executive as set forth in this Agreement, and intending to be legally
bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Executive from all claims, demands or causes of action arising out of facts or occurrences prior to the date of this Agreement, but only to the extent the Company knows or reasonably
should know of such facts or occurrence and only to the extent such claim, demand or cause of action relates to a violation of applicable law or the performance of the Executive’s duties with the Company; provided, however, that this release of
claims shall not in any case be effective with respect to any claim by the Company alleging a breach of the Executive’s obligations under this Agreement. [Note: The Company and the Executive may, but shall not be required to mutually agree on a
case-by-case basis at the time of the signing of this release to include the foregoing provision, or a substantially similar provision, to this Agreement. 

3. The Executive further agrees and recognizes that the Executive’s employment relationship with the Company has been permanently
severed, that the Executive shall not seek employment with the Company or any affiliated entity at any time in the future, and that the Company has no obligation to employ the Executive in the future. 

4. The Executive further agrees that the Executive will not disparage or subvert the Company, or make any statement reflecting negatively
on the Releasees including, but not limited to, statements relating to the operation or management of the Company, the Executive’s employment and the termination of the Executive’s employment, irrespective of the truthfulness or falsity of
such statement. 
 5. The Executive acknowledges that if the Executive had not executed this Agreement containing a release of
all claims, the Executive would not have been entitled to the payments and benefits set forth in Section 2(b) of the Severance Agreement. 
  

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 6. This Agreement contains the entire agreement between the Company and the Executive
relating to the subject matter hereof. No prior or contemporaneous oral or written agreements or representations may be offered to alter the terms of this Agreement. To the extent Employee has entered into other agreements with the Company that are
not in conflict with this Agreement, including, but not limited to the Severance Agreement, the terms of this Agreement shall not supersede, but shall be in addition to such other agreements. 

7. The Executive agrees not to disclose the terms of this Agreement or the Severance Agreement to anyone, except the Executive’s
spouse, attorney and, as necessary, tax/financial advisor. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as
required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement. 

8. The Executive represents that the Executive has returned to the Company and does not presently have in the Executive’s possession
or control any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists,
technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors,
subsidiaries or affiliates or obtained as a result of the Executive’s prior employment with the Company and/or its predecessors, subsidiaries or affiliates, or created by the Executive while employed by or rendering services to the Company
and/or its predecessors, subsidiaries or affiliates. In addition, the Executive has or will promptly return in good condition any other Company owned equipment or property, including, but not limited to, automobiles, personal data assistants,
facsimile machines, copy machines, pagers, credit cards, cellular telephone equipment, business cards, laptops and computers. At the Executive’s request, the Company will make reasonable arrangements to transfer cellular phone numbers and
personal fax numbers to the Executive. 
 9. Nothing in this Agreement shall prohibit or restrict the Executive from:
(i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative
body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any
federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. 

10. The parties agree and acknowledge that the agreement by the Company described herein, and the release of any asserted or unasserted
claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to the Executive. 

11. The Executive agrees and recognizes that should the Executive breach any of the obligations or covenants set forth in Section 10
of the Severance Agreement, the Company will have no further obligation to provide the Executive with the consideration set in Section 2(b) of the Severance Agreement, and will have the right to seek repayment of all consideration paid up to
the time of any such breach. Notwithstanding the foregoing, the Executive acknowledges that if the Executive breaches Section 10 of the Severance Agreement, and if the Company’s terminates or recovers any of the payments or benefits
provided under Section 2(b) of the Severance Agreement (as provided for in Section 10 of the Severance Agreement), the release provided by Section 1 of this Agreement shall remain valid and enforceable. 

 

 A-3 








 12. The Executive further agrees that the Company shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violations of this Agreement, which rights shall be cumulative and in
addition to any other rights or remedies to which the Company may be entitled. 
 13. This Agreement and the obligations of the
parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania. 

14. The Executive certifies and acknowledges as follows: 

(a) That the Executive has read the terms of this Agreement, and that the Executive understands its terms and effects, including the fact
that the Executive has agreed to RELEASE AND FOREVER DISCHARGE the Releasees from any legal action arising out of the Executive’s employment relationship with the Company and the termination of that employment relationship; and 

(b) That the Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which the
Executive acknowledges is adequate and satisfactory to him and which the Executive acknowledges is in addition to any other benefits to which the Executive is otherwise entitled; and 

(c) That the Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement; and

 (d) That the Executive does not waive rights or claims that may arise after the date this Agreement is executed; and

 (e) That the Company has provided the Executive with a period of [twenty-one (21)] or [forty-five (45)]
days within which to consider this Agreement, and that the Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory; and 

(f) The Executive acknowledges that this Agreement may be revoked by within seven (7) days after execution, and it shall not become
effective until the expiration of such seven (7) day revocation period. In the event of a timely revocation by the Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder or under
Section 2(b) of the Separation Agreement. 
 [SIGNATURE PAGE FOLLOWS] 

 

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 Intending to be legally bound hereby, the Executive and the Company executed the foregoing
Separation of Employment Agreement and General Release this             day of             ,
            . 
  

									
	  
	 		 	Witness:	 	  

	Executive	 		 		 		 	
				
	CONSOL Energy Inc.	 		 		 	
					
	By:	 	  
	 		 	Witness:	 	  

	Name:	 		 		 		 	
	Title:	 		 		 		 	

  

 A-5