Form of stock option agreement under the Massey Energy Company 2006 Stock



 Exhibit 10.1 
 MASSEY ENERGY COMPANY 
 Non-Qualified Stock Option Agreement

 [Number] Non-Qualified Stock Options 

THIS AGREEMENT dated as of the 23rd day of November, 2010, between MASSEY ENERGY COMPANY, a
Delaware corporation (the “Company”), and [                    ] (“Participant”) is made pursuant and subject to the
provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All capitalized terms used herein that are defined in the Plan have the same
meaning given them in the Plan. 
 1. Award of Non-Qualified Stock Options. Pursuant to the Plan, the
Company, on November 23, 2010 (the “Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of
[            ] Non-Qualified Stock Options, hereinafter described as “Options” or “Option,” at the option price of
$[            ] per share, being not less than the Fair Market Value of such shares on the Grant Date, or on the next preceding trading date if no Company shares traded on the New
York Stock Exchange on the Grant Date. This Option is exercisable as hereinafter provided. 
 2.
Nontransferability. This Option may not be transferred except by will or by the laws of descent and distribution. During Participant’s lifetime, this Option may be exercised only by Participant. 

3. Expiration Date. This Option shall expire ten years from the Grant Date (the “Expiration Date”). 

4. Exercisability. Subject to Paragraph 7 and except as provided in Paragraph 8, Participant’s interest in
the Options shall become exercisable (“Vested”) with respect to one-third of the Options on each of November 23, 2011, November 23, 2012, and November 23, 2013. Once this Option, or any portion
thereof, has become exercisable in accordance with the preceding sentence it shall continue to be exercisable until the termination of Participant’s rights hereunder pursuant to Paragraph 5, 6, 7, or 8 or until the Option has expired
pursuant to Paragraph 3. A partial exercise of this Option shall not affect Participant’s right to exercise this Option with respect to the remaining shares, subject to the conditions of the Plan and this Agreement. 

5. Death, Retirement or Disability. If Participant dies, Retires, or becomes permanently and totally disabled within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), (“Permanently and Totally Disabled”) while in the employ or service of the Company or a Subsidiary and prior to the forfeiture of the
Options under Paragraph 7, Participant shall thereupon become fully Vested and entitled to exercise such Options in full to the extent not Vested or exercised as of the date of Participant’s death, Retirement or becoming Permanently and
Totally Disabled, and all such Options shall be exercisable by Participant (or if Participant is deceased, his or her estate or other successor in interest following Participant’s death) during the remainder of the period preceding the
Expiration Date or until the date that is three years after the date of Participant’s death, Retirement or Permanent and Total 







 
Disability, whichever is shorter. For purposes of this Agreement, “Retire” or “Retirement” means retiring directly from active service under one of the Company’s
qualified pension plans with a vested benefit on or after the attainment of age 55. 
 6. Exercise after Termination of
Employment or Service. If Participant ceases to be employed by or in the service of the Company and its Subsidiaries prior to the Expiration Date for reasons other than death, Retirement or Permanent and Total Disability, his or her then
Vested and unexercised Options shall be exercisable to the extent exercisable under Paragraph 4, during the remainder of the period preceding the Expiration Date or until the date that is three months after the date Participant ceases to be
employed by or in the service of the Company and its Subsidiaries for reasons other than death, Retirement or Permanent and Total Disability, whichever is shorter. 
 7. Forfeiture. Subject to the preceding Paragraph and Paragraph 8, all Options that are not then Vested shall be forfeited if Participant’s employment or service with the
Company and its Subsidiaries terminates for any reason other than on account of Participant’s death, Retirement, or Permanent and Total Disability. In addition, Participant agrees that this Agreement and the receipt of Options subject to this
award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Options to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to the date
Participant is Vested in the Options. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this award will be forfeited. 

8. Change in Control. Notwithstanding any other provision of this Agreement, Participant’s Options shall be fully
Vested and exercisable in full to the extent not then Vested or exercised if Participant’s employment is terminated by the Company or an Affiliate without Cause within two years following a Change in Control. For purposes of this Agreement,
Cause shall occur upon: 
 (i) the willful and continued failure by Participant substantially to perform Participant’s
duties with the Company or an Affiliate (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after written demand for substantial performance is delivered to Participant by the Company or an
Affiliate which specifically identifies the manner in which the Company or Affiliate believes that Participant has not substantially performed Participant’s duties, 
 (ii) Participant’s willful breach of fiduciary duty, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), willful violation of a final cease and
desist order or willfully engaging in any other gross misconduct which is materially and demonstrably injurious to the Company or any Affiliate, or 
 (iii) Participant’s conviction of, or pleading guilty or nolo condentere to, the commission of a felony involving fraud, embezzlement, theft or moral turpitude.

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

  
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 9. Notice. Any notice or other communications given pursuant to this Agreement
shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses: 

 

			
	If to the Company:	  	
		
	 By hand-delivery:
	  	By mail:
	 Massey Energy Company
	  	Massey Energy Company
	 Attention: Corporate Secretary
	  	Attention: Corporate Secretary
	 4 North Fourth Street
	  	P.O. Box 26765
	 Richmond, Virginia 23219
	  	Richmond, Virginia 23261
		
	If to Participant:	  	
		
	 [Name]
	  	
	 [Address]
	  	
	 [Address]
	  	

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

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

12. Change due to Capital Adjustments. The terms of this Agreement shall be adjusted as the Committee determines and as
provided in the Plan for events which, in the judgment of the Committee, necessitates such action. 
 13. Governing
Law. This Agreement shall be governed by the laws of the State of Delaware. 
 14. Conflicts. In the event
of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof
or as duly amended. 
 15. Participant Bound by Plan. Participant hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions thereof which are incorporated by reference into this Agreement. 

  
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 16. Binding Effect. Subject to the limitations stated above and in the Plan,
this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company. 
 17. Employment and Service. In determining cessation of employment or service, transfers between the Company and/or any Subsidiary shall be disregarded, and changes in status between that of
a Member, a Non-Employee Service Provider and a Non-Employee Director shall be disregarded. 
 18. Taxes.
Participant shall make arrangements acceptable to the Company for the satisfaction of income and employment tax withholding requirements attributable to the exercise of any Option. 

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his or
her signature hereto. 
  

			
	MASSEY ENERGY COMPANY
		
	By:	 	  

	Name: Baxter F. Phillips, Jr.
	Its: President
	
	  

	[Participant]



  
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