Retention and Employment Agreement



  
 Exhibit 10.1

 RETENTION AND EMPLOYMENT AGREEMENT 
 THIS RETENTION AND EMPLOYMENT AGREEMENT (this “Agreement”), effective as of November 10, 2010 (the “Effective Date”) is made on November 12, 2010 between MASSEY ENERGY COMPANY, a
Delaware corporation (the “Company”), and John Christopher Adkins (the “Executive”). 
 WITNESSETH:

 WHEREAS, Executive is employed by Massey Coal Services, Inc. and is a senior executive of the Company or one of its
Subsidiaries (as defined in Section 18) and has made and is expected to continue to make major contributions to the short-term and long-term profitability, growth and financial strength of the Company; and 

WHEREAS, Executive and the Company have previously entered into a Retention and Employment Agreement made on November 13, 2007 and
restated on December 23, 2008 (the “Current Agreement”) which will expire November 10, 2010; and 
 WHEREAS,
the Board has determined that appropriate steps should be taken to reinforce and encourage the continued retention, attention and dedication of, and to contract for the continued rendering of services by Executive, in connection with his assigned
duties; and 
 WHEREAS, in consideration of Executive’s continued employment with the Company or any Subsidiary of the
Company, the Company and Executive desire to terminate the Current Agreement and to provide Executive with certain compensation and benefits set forth in this Agreement; and 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth (including definitions of capitalized terms which are set forth in Section 18 and
throughout this Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows: 
 1.
Employment. 
 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive with the
Company or any Subsidiary of the Company during the term hereof in the executive position of Senior Vice President and Chief Operating Officer of the Company or such other position as mutually agreed to between Executive and the Company. In such
capacity, Executive shall report to the Chairman and Chief Executive Officer of the Company, and shall have the customary powers, responsibilities and authorities of executives holding such positions in corporations of the size, type and nature of
the Company, as it exists from time to time, and as are assigned by the Chairman and Chief Executive Officer of the Company. 

1.2 Subject to the terms and conditions of this Agreement, Executive hereby accepts such employment commencing as of the Effective Date
and agrees, subject to any period of vacation and sick leave, to devote his full business time and efforts to the performance of services, duties and responsibilities in connection therewith. 

1.3 The Current Agreement shall be terminated as of the Effective Date. 

2. Term of Employment. Executive’s term of employment under this Agreement shall commence on the Effective Date and, subject
to termination by the terms hereunder, shall have an initial term of approximately three years, ending on November 10, 2013 (the “Term of Employment”); provided, however, that this Agreement and the Term of Employment shall continue
in effect for a period of twenty-four (24) months 







 
beyond the term provided herein if a Change of Control occurs during the period that this Agreement is in effect. 
 3. Compensation. 
 3.1 Salary. Effective January 1, 2011,
Executive’s base salary (“Base Salary”) shall be increased from the current annual rate of $450,000 to an annual rate of $550,000. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company (but no
less frequently than monthly). During the Term of Employment, the Board shall, in good faith, review, at least annually, Executive’s Base Salary in accordance with the Company’s customary procedures and practices regarding the salaries of
senior executives and may, if determined by the Board to be appropriate, increase Executive’s Base Salary following such review. “Base Salary” for all purposes herein shall be deemed to be a reference to any such increased amount.

 3.2 Annual Bonus. In addition to his Base Salary, during the Term of Employment, Executive shall
be entitled to (a) an annual cash bonus award pursuant to the Current Agreement made for 2010 (subject to the terms and conditions therefor set forth by the Compensation Committee of the Board for such fiscal year), and commencing with 2011,
Executive shall be eligible to receive an annual cash bonus award (the “Annual Cash Bonus”) with a target amount equal to $500,000 (the “Target Bonus”) and (b) an annual performance-based restricted unit bonus award (the
“Annual Restricted Unit Bonus Award”) with a target amount equal to $300,000 (sometimes together or separately referred to as the “Annual Bonuses” or an “Annual Bonus”), each subject to the terms and conditions set
forth by the Compensation Committee of the Board for such fiscal year. The Annual Restricted Unit Bonus Award shall be subject to such other terms, conditions and requirements established by the Compensation Committee of the Board when it grants the
award, and such award shall be governed by and subject to the terms of the award agreement and the Massey Energy 2006 Stock and Incentive Plan (or any successor plan). During the Term of Employment, the Board shall, in good faith, review, at least
annually, Executive’s Target Bonus in accordance with the Company’s customary procedures and practices regarding the Annual Cash Bonus of senior executives and may, if determined by the Board to be appropriate, increase Executive’s
Target Bonus following such review. The Annual Bonus awards shall be payable to Executive at the time bonuses are paid to its executive officers in accordance with the Company’s policies and practices as set by the Board but in event later than
March 15th following the year in which the Annual
Bonus is earned. 
 3.3 Long Term Incentive Plan and Special Performance Awards. 

(a) Long Term Incentive Plan Awards. The Executive shall be eligible for an on-going annual award in the Company’s Long-Term
Incentive Plan (the “Plan”) at a level at least equivalent to “Level 1”, with terms otherwise consistent with the terms of such awards made to other executives and with a target award value of not less than $715,000. The
November 2010 award shall consist of a time-based restricted stock and unit award valued at $440,000 on the date of grant and a $275,000 cash incentive award. The award opportunity will be reviewed on an annual basis and adjustments to the award
structure may be made as deemed appropriate by the Compensation Committee of the Board. Each such award shall be subject to all the terms, conditions and performance requirements established by the Compensation Committee of the Board at each of the
annual meetings where it grants awards to all other participants in the Plan, and each of the awards shall be governed by and subject to the terms of the award agreements and the Massey Energy 2006 Stock and Incentive Plan (or any successor plan).

 (b) Special Performance Awards. The Executive shall be eligible for an on-going annual special performance award in
the form of performance based restricted stock and/or units of not less than $385,000 valued on the date of grant. The award opportunity will be reviewed on an annual basis and adjustments to the award structure may be made as deemed appropriate by
the Compensation Committee of the Board. Each such award shall be subject to all the terms, conditions and performance requirements established by the Compensation Committee of the Board at each of the annual meetings where it grants awards to all
other 

  
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participants in the Plan, and each of the awards shall be governed by and subject to the terms of the award agreements and the Massey Energy 2006 Stock and Incentive Plan (or any successor plan).

 3.5 Financial Advisor Perquisite. Commencing with 2011, the Company shall reimburse Executive up to $10,000 per year
during the term of this Agreement for reasonable and customary accounting, financial and tax planning and advice pertaining to Executive incurred during the year, upon submission of satisfactory documentation evidencing such expenditures by
Executive. Such reimbursement shall be made no later than the last day of the year following the year in which Executive incurs the reimbursable expense(s). 
 3.6 Enhanced SERP Benefit. If Executive continues to be employed by the Company through the Term of Employment, then his accrued benefit payable at his normal retirement age (or, with actuarial
appropriate adjustment, at any earlier time provided for payment therein) under the defined benefit provisions of the Company’s non-qualified supplemental benefit plan (currently known as the A. T. Massey, Inc. Supplemental Benefit Plan (the
“SERP”)) shall be increased by $1,125 per month. 
 4. Employee Benefits. 

4.1 Equity- and Cash-Based Compensation. Any outstanding agreement made with Executive under the Company’s long-term cash and
equity incentive program, including stock option, restricted stock, restricted unit, other equity or cash-based incentive awards or other equity or cash-based incentive agreements as of the Effective Date (the “Ancillary Documents”) shall
remain in full force and effect and shall not be affected by this Agreement but shall remain subject to the applicable terms of Executive’s Change in Control Agreement. 
 4.2 Employee Benefit Programs, Plans and Practices; Perquisites. The Company shall provide Executive while employed hereunder with coverage under such employee benefit plans (commensurate with his
position in the Company and to the extent permitted under any employee benefit plan) in accordance with the terms thereof, Directors and Officers insurance policy, which covers claims arising out of actions or inactions occurring during the Term of
Employment, in accordance with the Directors and Officers insurance policy, and other employee benefits which the Company may make available to its senior executives from time to time in its discretion. The Company also shall provide Executive while
employed hereunder with perquisites which the Company may make available to its senior executives from time to time in its discretion. 
 5. Termination of Employment; Severance Benefit. 
 5.1 Employment
Rights. Executive and the Company acknowledge that the employment of Executive by the Company is “at will.” Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Executive to have
Executive remain in the employment of the Company or any Subsidiary. 
 5.2 Severance Benefit. The Executive previously
entered into a Change in Control Agreement which shall govern the Executive’s rights, duties and obligations in the event of the Executive’s cessation of employment with the Company (or any successor) covered by the Change in Control
Agreement. In the event of the Executive’s cessation of employment with the Company during the period of this Agreement for any reason other than for “Cause” (as hereinafter defined), and under circumstances where such cessation of
employment is not covered by the Change in Control Agreement, then the Company shall pay to the Executive or if the Executive is deceased to the Executive’s estate, within 30 days following Executive’s cessation of employment with the
Company, a lump sum payment equal to $3,200,000 if he is discharged during the term of this agreement (the “Severance Benefit”), unless the Executive elects to terminate his employment voluntarily during the term of this Agreement other
than for any reason which would constitute “a Constructive Termination Associated with a Change in Control” (as defined, and determined pursuant to the procedure, in the Change in Control Agreement, under circumstances where such
Constructive Termination is not covered by the Change in Control Agreement). 

  
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 5.3 Cessation of
Employment on Account of Disability or Cause. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Executive’s Disability, Executive shall be entitled to receive disability
benefits under any disability benefit program maintained by the Company that covers Executive and any payment or benefit otherwise expressly provided to Executive under this Agreement in the case of Disability, but Executive shall not be considered
to have terminated employment under Section 5.2 and consequently, Executive shall not receive the payments and benefits provided for in Section 5.2. If Executive’s employment terminates on account of Cause, Executive shall not be
considered to have terminated employment under Section 5.2 and shall not receive the payments and benefits provided for in Section 5.2. 
 5.4 Cessation of Employment on Account of Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Executive’s death,
Executive shall be entitled to receive death benefits under any death benefit program maintained by the Company that covers Executive and Executive shall be considered to have terminated employment under Section 5.2 and consequently Executive
shall receive the payments and benefits provided for in Section 5.2, with such payments made in a lump sum within thirty (30) days after Executive’s death. 
 5.5 Change in Control Agreement. Notwithstanding anything to the contrary in the foregoing or in Executive’s Change in Control Agreement, in the event Executive’s employment by the
Company terminates during the Term of Employment, in connection with or after a Change in Control and under circumstances which constitute an Involuntary Termination Associated With a Change in Control (as defined, and determined pursuant to the
procedure, in the Change in Control Agreement), then (a) the remaining period in the Term of Employment, if any, shall be considered to be creditable service for benefit accrual purposes under the defined benefit provisions of the
Company’s non-qualified supplemental benefit plan (currently known as the A. T. Massey, Inc. Supplemental Benefit Plan) and (b) the enhanced SERP benefit described in Section 3.6 shall be considered earned and vested. 

6. Expenses. Subject to prevailing Company policy or such guidelines as may be established by the Board, the Company will
reimburse Executive for all reasonable expenses incurred by Executive in carrying out his duties no later than the last day of the year following the year in which the Executive incurs the reimbursable expense. 

7. Nonqualified Deferred Compensation Plan Omnibus Provisions. 

(a) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in
connection with this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable
requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. 

(b) Notwithstanding any other provision of this Agreement, the Board is authorized to amend this Agreement, to amend any election made by
Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance,
with Section 409A of the Code (including any transition or grandfather rules thereunder). 
 (c) For purposes of this
Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If under this Agreement, an amount is to be
paid in two or more installments, for purposes of Section 409A of the Code, each installment shall be treated as a separate payment. In the event any payment payable upon termination of employment would be exempt from Section 409A of the
Code under Treasury Regulation 

  
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§ 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to
payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. 
 (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Section 409A of the Code, except as permitted by Section 409A of the
Code, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year of
the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive, provided that (ii) above shall not be violated with regard to expenses reimbursed under any
arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Company’s reimbursement
policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. 

(e) Payments or provision of benefits in connection with a separation from service payment event will be delayed, to the extent
applicable, until six months after the separation from service or, if earlier, the Executive’s death, if the Executive is a key employee of a publicly traded corporation under Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral
Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a
lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at
Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. 

(f) For purposes of this Agreement, termination of employment will be read to mean a “separation from service” within the
meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after that date or that the level of services Executive would perform after that date (whether as an employee or independent
contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period (or, if lesser, the period of Executive’s employment or service).

 (g) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g.,
“payment shall be made within ten (10) days following the effective date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company, in its sole discretion,
may utilize any payment rule to adjust the time of payment as is permitted under the fixed, scheduled or other payment rules, as applicable, of Section 409A of the Code and the Treasury Regulations thereunder (such as making a payment up to
thirty (30) days early, or making monthly payments in one or more payments during the month). 
 (h) Notwithstanding any of
the provisions of this Agreement or any other agreement pertaining to Executive, the Company shall not be obligated to hold Executive harmless from, or make any gross-up payment to Executive for, any additional income tax, interest or penalties
imposed under Section 409A of the Code if any payment or benefit which is to be provided pursuant to this Agreement or otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code. 

8. Enforcement. Without limiting the rights of Executive at law or in equity, except as provided in Section 9, 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 consistent 

  
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with the timing of the related payments or benefits to be provided. Any change in such prime rate will be effective on and as of the date of such change. 

9. Tax Limitation on Payments by the Company. The provisions of this Section 9 shall apply notwithstanding anything in this
Agreement to the contrary. Notwithstanding any other provision of this Agreement or any other agreement pertaining to Executive, the Company shall not be obligated to hold Executive harmless from, or make any gross-up payment to Executive for, any
excise tax imposed under Section 4999 of the Code or any interest or penalties pertaining thereto. 
 (a) If it shall be
determined that any Payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code and if either (1) the Net After-tax Benefit to Executive of receiving only the Reduced Amount is greater
than the Net After-tax Benefit to Executive of receiving all of the Payments or (2) the excess, if any, of (A) the Net After-tax Benefit to Executive of receiving all of the Payments over (B) the Net After-tax Benefit to Executive of
receiving only the Reduced Amount does not exceed the lesser of $50,000 or 10% of the Net After-tax Benefit to Executive resulting from having the Payments reduced to the Reduced Amount, then the Payments shall be reduced (but not below zero) so
that the Present Value of the aggregate of all Payments does not exceed the Reduced Amount. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity
compensation on a pro rata basis, and lastly medical and dental coverage. For purposes of this Section 9, the following terms have the following meanings: 
 (i) “Net After-tax Benefit” shall mean the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined
by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Executive’s employment terminates. 
 (ii) “Payment” means any payment or distribution or provision of benefits by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any reductions required by this Section 9. 
 (iii) “Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code. 

(iv) “Reduced Amount” shall be an amount expressed in Present Value which maximizes the aggregate Present Value
of Payments without causing any Payment to be subject to excise tax under Section 4999 of the Code or the deduction limitation of Section 280G of the Code. 
 (b) Except as set forth in the next sentence, all determinations to be made under this Section 9 shall be made by the nationally recognized independent public accounting firm used by the Company
prior to the Termination Date (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten days of Executive’s Termination Date. If determined by
the Accounting Firm to be excludible from parachute payments under Section 280G of the Code, the value of Executive’s non-competition covenant under Section 13(a) of this Agreement shall be determined by independent appraisal by a
nationally-recognized business valuation firm acceptable to both Executive and the Company, and a portion of the 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 Executive. 
 (c) If the Accounting Firm determines that Payments should be reduced, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations
made by 

  
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the Accounting Firm under this Section 9 shall be binding upon the Company and Executive and shall be made within twenty (20) business days of Executive’s Termination Date.

 (d) While it is the intention of the Company and Executive to reduce the amounts payable or distributable to Executive
hereunder only if the aggregate Net After-tax Benefit to Executive would thereby be increased in the manner provided for herein, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed
(“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each
case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which the Accounting Firm
believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of Executive shall be treated for all purposes as a loan to Executive which
Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by
Executive to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the
Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code. 
 (e) All of the fees and expenses of the
Accounting Firm in performing the determinations referred to in this Section 9 shall be borne solely by the Company. 
 (f)
All payments to be made under this Section 9 (other than the Underpayment described in Section 9(d)) must be made by the end of the Executive’s taxable year next following the Company’s taxable year in which the Company remits
the related taxes. Any right to reimbursement incurred due to a tax audit or litigation addressing the existence or amount of a tax liability must be made by the end of the Executive’s taxable year following the Executive’s taxable year in
which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of the Executive’s taxable year following the year in which the audit is completed or there is
a final and non-appealable settlement or the resolution of the litigation. 
 10. Duties upon Termination; Mitigation
Obligation. Upon termination of employment for any reason, Executive or his estate shall surrender to the Company all correspondence, letters, files, contracts, mailing lists, customer lists, advertising materials, ledgers, supplies, equipment,
checks, and all other materials and records of any kind that are the property of the Company or any of its subsidiaries or affiliates, that may be in Executive’s possession or under his control, including all copies of any of the foregoing. The
Company hereby acknowledges that it will be difficult and may be impossible for Executive to find reasonably comparable employment following the Termination Date. Accordingly, the payment and provision of the severance compensation by the Company to
Executive in accordance with the terms of this Agreement is hereby acknowledged by the Company to be reasonable, and Executive will not be required to mitigate the amount of any payment or benefit 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 Executive hereunder or otherwise. 

11. Legal Fees and Expenses. If litigation or arbitration is commenced by either party to enforce or interpret any provision
contained in this Agreement, the Company will undertake to indemnify Executive for his reasonable attorneys’ fees and expenses associated with such litigation or arbitration if Executive 


  
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substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the foregoing, if it should appear to 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, Executive the benefits provided or intended to be provided to Executive under this Agreement, the Company will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection
therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive to retain counsel to advise and represent 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 irrevocably consents to Executive’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and Executive agree that a
confidential relationship will exist between Executive and such counsel. The first $10,000 of such expenses will be paid by the Company as they are incurred by Executive, and any balance thereof due to Executive shall be paid within thirty
(30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 11 for the first $10,000 of such expenses must be paid
as soon as administratively feasible after the Executive incurs the expense and the Executive will be entitled to receive any balance thereof as soon as administratively feasible after the termination of such litigation or arbitration or any
settlement thereof under terms on which the Executive substantially prevails. 
 12. Confidentiality. 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 provided 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 Executive’s breach of this Section 12) 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 12 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 Executive, generally known to the public, or (iii) if Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). 

 

	13.	Covenants Not to Compete and Not to Solicit; Breach of Agreement Obligations by Executive. 


(a) Covenant Not to Compete. In the event Executive’s employment ceases, then, for a period of one (1) year following
Executive’s Termination Date, 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 (as defined below) in a Restricted Territory (as defined below) without the prior written consent of the Board. For this purpose, ownership, whether
direct or beneficial, of no more than 5% of the outstanding securities entitled to vote generally in the election of directors of a publicly traded corporation shall not constitute a violation of this provision. 

(b) Covenant Not to Solicit. In the event Executive’s employment with the Company ceases, then, for a period of one
(1) year following Executive’s Termination Date, Executive shall not: (i) solicit, encourage or 

  
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take any other action which is intended to induce any other employee, any supplier or any customer, of the Company or any Subsidiary to terminate his employment or relationship with the Company
or any Subsidiary; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee, supplier or customer of the Company or any Subsidiary. The foregoing shall not prohibit Executive or
any entity with which Executive may be affiliated from hiring a former employee of the Company or any Subsidiary; 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 of the counties, parishes, towns, cities or states or similar local governmental or political subdivisions of the 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) Remedies for Breach. In the event Executive’s employment ceases and Executive is entitled to receive or has received
after the Effective Date one or more Annual Cash Bonus Awards under Section 3.2 for the last twelve months of his employment and/or the Severance Benefit under Section 5.2 (collectively the “Non-Competition Compensation”),
pursuant to Section 5.2, the Company’s obligations to provide the Non-Competition Compensation shall be and is expressly conditioned upon Executive’s covenants not to compete and not to solicit as provided herein. In the event
Executive breaches his obligations to the Company as provided herein, the Company’s obligations to provide the Non-Competition Compensation shall cease, and Executive shall be obligated to return to the Company any all such Non-Competition
Compensation previously received by him. In addition, it is recognized that damages in the event of breach of this Section 13 by Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the
Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. The existence of the express
rights to cease or recover payment and the value of the Non-Competition Compensation otherwise provided for and to obtain an injunction or other equitable relief shall not preclude the Company from pursuing any other rights and remedies at law or in
equity which it may have. 
 (e) For purposes of this Section 13, the following terms have the following meanings:

 (i) “Restricted Business” means any business function with a direct competitor of the Company or any
Subsidiary that is substantially similar to the business function performed by Executive with the Company or any Subsidiary immediately prior to his Termination Date. 

(ii) “Restricted Territory” means the counties, parishes, towns, cities or states or similar governmental or
political subdivisions of any country in which the Company or any Subsidiary operates or does business, inclusive of markets in which the Company competes with the Restricted Business to sell its products. 

(f) Reasonableness. In the event that the provisions of this Section 13 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. 

14. 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 confirmed electronically), or five
(5) business days after having been mailed by United 

  
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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 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. 

15. 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. 
 16. 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 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
“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 Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. This
Agreement will supersede the provisions of any prior employment agreement between Executive and the Company that relate to any matter that is also the subject of this Agreement, other than the Executive’s Change in Control Agreement, and such
provisions in such employment agreements will be null and void. This foregoing sentence shall have no impact on Section 4.1 of this Agreement. 
 (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 16(a) and (b). Without limiting the generality or effect of the foregoing, Executive’s right to receive payments and benefits hereunder will not be assignable, transferable or delegable, whether by pledge,
creation of a security interest, or otherwise, other than by a transfer by 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 16(c), the Company
will have no liability to pay any amount so attempted to be assigned, transferred or delegated. 
 17. Amendment;
Modification. This Agreement may only be amended by written agreement of the parties hereto. 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
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. 
 18. 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: 

  
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 (a) “Board”
means the Board of Directors of the Company. If 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 Executive. Unless otherwise provided by the Board and except in determining Cause, the Compensation Committee of the Board shall have full authority to act on behalf of the Board in connection
with any duty or action expressly assigned under, or implicitly to be acted on in connection with, this Agreement to or by the Board. 
 (b) “Cause” shall occur hereunder only upon: 
 (i) the
willful and continued failure by Executive substantially to perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is
delivered to him by the Board which specifically identifies the manner in which the Board believes that he has not substantially performed his duties, 
 (ii) Executive’s willful breach of fiduciary duty, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) which endangers the health and well being of
employees or others, willful violation of a final cease and desist order or willful engaging in other gross misconduct which is materially and demonstrably injurious to the Company or any Subsidiary, or 

(iii) Executive’s conviction of, or pleading guilty or nolo contendere to, the commission of a felony involving
fraud, embezzlement, theft or moral turpitude. 
 For purposes of this Section 18(b), no act, or failure to act, or failure to meet
production goals on Executive’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by him recklessly, not in good faith and without reasonable belief that his action
or omission was in the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose, among others (after at least twenty (20) days prior notice to Executive and an
opportunity for Executive, together with his counsel, to be heard before the Board), of finding that (1) in the good faith opinion of the Board Executive failed to perform his duties or engaged in misconduct as set forth above in clause
(i) or (ii) of this paragraph, and, if applicable, that Executive did not correct such failure or cease such misconduct after being requested to do so by the Board, or (2) as set forth in clause (iii) of this paragraph, Executive
has been convicted of or has entered a plea of nolo contendere to the commission of a felony. The fact that Executive 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 any Subsidiary shall not prevent Executive’s termination from being considered termination for Cause. 

(c) “Change in Control” means a “Change of Control” as defined in the Change in Control Agreement. 

(d) “Change in Control Agreement” means that certain agreement entered into between the Executive and the Company as of
October 22, 2010 and as thereafter amended or replaced. 
 (e) “Code” means the Internal Revenue Code of 1986, as
amended. 
 (f) “Disability” means Executive becomes permanently disabled within the meaning of, and begins actually
to receive long-term disability benefits pursuant to, the long-term disability plan of the Company or any Subsidiary in effect for, or applicable to, Executive, or if none, then Executive is determined by the Social


  
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Security Administration to be totally and permanently disabled for purposes of entitlement to Social Security disability benefits. 

(g) “Subsidiary” means any Company affiliate, whether or not incorporated, the majority of the outstanding capital stock or
other ownership interests of which is owned, directly or indirectly, by the Company. 
 (h) “Termination Date” means
the last day of Executive’s employment with the Company or any Subsidiary. 
 19. Beneficiaries. Executive shall be
entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case
by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or
other legal representative. If Executive dies without having designated a beneficiary, or if the beneficiary so designated has predeceased Executive or cannot be located by the Company within one year after the date when the Company commenced making
a reasonable effort to locate such beneficiary, then Executive’s surviving spouse, or if none, then Executive’s estate shall be deemed to be his beneficiary. 
 20. Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement (other than an action to enforce the covenants in Section 13 hereof) or the Ancillary
Documents shall be resolved by arbitration in either Richmond, Virginia or Charleston, West Virginia as so determined by Executive. Three arbitrators shall be selected, and arbitration shall be conducted, in accordance with the rules of the American
Arbitration Association. Subject to Section 11 hereof, the arbitrators shall have the discretion to award the cost of arbitration, arbitrators’ fees and the respective attorneys’ fees of each party between the parties as they see fit.

 21. 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 State of Delaware, without giving effect to the principles of conflict of laws of such State. 
 22. Entire Agreement. This Agreement and the Ancillary Documents contain the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or
understanding, both written and oral, between the Company, any affiliate of the Company or any predecessor of the Company or affiliate of the Company and Executive. 
 23. Acknowledgement. Executive acknowledges that he has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive acknowledges is adequate
and satisfactory to him and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled and that Executive has been and is hereby advised in writing to consult with an attorney prior to signing this
Agreement. 
 24. 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. 
 25. Survival. Notwithstanding the expiration of the term of this Agreement, the provisions of Sections 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 16, 19, 20, 21 and 25 hereunder shall remain in effect as
long as is reasonably necessary to give effect thereto in accordance with the terms hereof. 

  
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 26.
Miscellaneous. 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. 
 27. 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. 
 IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered as of November 10, 2010 
  

			
	 MASSEY ENERGY COMPANY

		
	By:	 	 /s/ Don L. Blankenship

	Name:	 	Don L. Blankenship
	Title:	 	Chairman and Chief Executive Officer
	
	 /s/ John Christopher Adkins

	John Christopher Adkins


  
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