Exhibit 10.22



 Exhibit 10.22 
 MASSEY ENERGY COMPANY 
 1997 RESTRICTED STOCK PLAN FOR 
 NON-EMPLOYEE DIRECTORS 
 As Amended
and Restated Effective January 1, 2008 







 ARTICLE I 
 DEFINITIONS 
 Section 1.1. DEFINITIONS 
 The following terms shall have the meanings set forth herein unless the context clearly indicates to the contrary: 
 (a) “Age for Board Retirement” shall mean the age for mandatory retirement of members of the Board as specified in the Bylaws of the Company, as
applied to Eligible Directors on the date of such Eligible Director’s retirement from the Board. 
 (b) “Award” shall mean an
award of Restricted Stock pursuant to the provisions of Article V hereof. 
 (c) “Awardee” shall mean an Eligible Director to whom
Restricted Stock has been awarded hereunder. 
 (d) “Board” shall mean the Board of Directors of the Company. 
 (e) “Change of Control” of the Company shall be deemed to have occurred if, (i) a third person, including a “group” as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person) shares of the Company having thirty
(30) percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the
foregoing transactions (a “Transaction”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons
whose appointment or election is not endorsed by the majority of directors before the Transaction. To the extent that a Participant must consent to the change of this definition, the change will not be effective unless consent is obtained. To the
extent that a participant’s consent has not been obtained, the definition in effect immediately prior to this amendment shall be controlling with regard to such participant. 
 (f) “Committee” shall mean members of the Board who are not eligible to participate in the Plan. 
 (g) “Company” shall mean Massey Energy Company. 
 (h) “Eligible Director” shall mean a director of the Company who is not an employee of the Company or any of its Subsidiaries. 
 (i) “Plan” shall mean the 1997 Massey Energy Company Restricted Stock Plan for Non-Employee Directors as amended and restated effective May 24, 2005, the current terms of which are set forth herein.

  

 1 








 (j) “Plan Effective Date” shall mean the Plan’s original effective date which was
March 11, 1997. The effective date of this amended and restated Plan is May 24, 2005. 
 (k) “Restricted Stock” shall mean
Stock that may be awarded to an Eligible Director by the Committee pursuant to Article V hereof, which is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met. 
 (l) “Restricted Stock Agreement” shall mean the agreement between the Company and the Awardee with respect to Restricted Stock awarded
hereunder. 
 (m) “Stock” shall mean the Common Stock of the Company or, in the event that the outstanding shares of Stock are
hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other corporation, such other stock or securities. 
 (n) “Subsidiary” shall mean any corporation, the majority of the outstanding capital stock of which is owned, directly, or indirectly, by the Company or any partnership or joint venture in which either the
Company or such a corporation is at least a twenty percent (20%) equity participant. 
 ARTICLE II 
 GENERAL 
 Section 2.1. NAME 
 This Plan shall be known as the “Massey Energy Company 1997 Restricted Stock Plan for Non-Employee Directors.” 
 Section 2.2. PURPOSE 
 The purpose of the Plan is
to advance the interests of the Company and its stockholders by affording to Eligible Directors of the Company an opportunity to acquire or increase their proprietary interest in the Company by the grant to such directors of Awards under the terms
set forth herein. By encouraging non-employee directors to become owners of Company shares, the Company seeks to increase their incentive for enhancing stockholder value and to motivate, retain and attract those highly competent individuals upon
whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends. 
 Section 2.3. EFFECTIVE DATE

 The Plan was effective on March 11, 1997 upon its approval by the holders of a majority of the shares of Stock of Fluor Corporation
represented at an annual or special meeting of the stockholders of Fluor Corporation. The Plan was amended and restated effective May 24, 2005. The effective date of this amendment and restatement is January 1, 2008. 
  

 2 








 Section 2.4. LIMITATIONS 
 Subject to adjustment pursuant to the provisions of Section 8.1 hereof, the aggregate number
of shares of Stock which may be issued as Awards shall not exceed 200,0001. Any such shares may be either authorized and unissued shares or shares
issued and thereafter acquired by the Company. 
 Section 2.5. AWARDS GRANTED UNDER PLAN 
 Shares of Stock received pursuant to a Restricted Stock Agreement executed hereunder with respect to which the restrictions provided for in
Section 5.3 hereof have lapsed shall not again be available for Award grant hereunder. If Restricted Stock is acquired by the Company pursuant to the provisions of paragraph (c) of Section 5.3 hereof, new Awards may be granted
hereunder covering the number of shares to which such Restricted Stock acquisition relates. 
 ARTICLE III 
 PARTICIPANTS 
 Section 3.1. ELIGIBILITY

 Any Eligible Director shall be eligible to participate in the Plan. 
 ARTICLE IV 
 ADMINISTRATION 
 Section 4.1. DUTIES AND POWERS OF COMMITTEE 
 The
Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine
the details and provisions of each Restricted Stock Agreement, and to make all other determinations necessary or advisable in the administration of the Plan. 
 Section 4.2. MAJORITY RULE 
 A majority of the members of the Committee shall constitute a quorum, and any action taken
by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the Committee. 
  

	 1
	 On February 23, 2001, the Board approved an amendment to the Plan increasing the number of shares of Stock reserved
for issuance under the Plan from 60,000 to 200,000 shares, subject to shareholder approval. On April 17, 2001, the Company’s shareholders approved the amendment. 


  

 3 








 Section 4.3. COMPANY ASSISTANCE 
 The Company shall supply full and timely information to the Committee on all matters relating to Eligible Directors, their death, retirement, disability or removal or resignation from the Board and such other
pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. 
 ARTICLE V 
 AWARDS 
 Section 5.1. AWARD GRANT AND RESTRICTED STOCK AGREEMENT 
 The Committee shall grant to each Eligible Director who is a member of the Board during all or any portion of each calendar year during the term of the Plan (including the calendar year in which the Plan amended and
restated Effective Date occurs) an Award of 2,0282 shares of Restricted Stock, which grant shall be made in respect of any calendar year on the date
of the first regularly scheduled meeting of the Board during such calendar year occurring concurrently with or after such Eligible Director’s appointment to the Board. 
 Each Award granted hereunder must be granted within ten years from the effective date of the Plan. The Awardee shall be entitled to receive the Stock
subject to such Award only if the Company and the Awardee enter into a written Restricted Stock Agreement dated as of the date of the Award, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent
with the Plan. 
 Section 5.2. CONSIDERATION FOR ISSUANCE 
 No shares of Restricted Stock shall be issued to an Awardee hereunder unless and until the Committee shall have determined that consideration has been received by the Company, in the form of labor performed for or
services actually rendered to the Company by the Awardee, having a fair value of not less than the then fair market value of a like number of shares of Stock subject to all of the herein provided conditions and restrictions applicable to Restricted
Stock, but in no event less than the par value of such shares. 
  

	 2
	 The original amount of 500 shares of Restricted Stock was adjusted on November 30, 2000 to reflect the distribution
on such date of Fluor Corporation from the Company. 


  

 4 








 Section 5.3. RESTRICTIONS ON SALE OR OTHER TRANSFER 
 Each share of Stock received pursuant to each Restricted Stock Agreement shall be subject to acquisition by Massey Energy Company, and may not be sold or
otherwise transferred except pursuant to the following provisions: 
 (a) The shares of Stock represented by the Restricted Stock Agreement
shall be held in book entry form with the Company’s transfer agent until the restrictions lapse in accordance with the conditions established by the Committee pursuant to Section 5.4 hereof, or until the shares of stock are forfeited
pursuant to paragraph (c) of this Section 5.3. Notwithstanding the foregoing, the Awardee may request that, prior to the lapse of the restrictions or forfeiture of the shares, certificates evidencing such shares be issued in his name and
delivered to him, and each such certificate shall bear the following legend: 
 “The shares of Massey Energy Company common stock
evidenced by this certificate are subject to acquisition by Massey Energy Company, and such shares may not be sold or otherwise transferred except pursuant to the provisions of the Restricted Stock Agreement by and between Massey Energy Company and
the registered owner of such shares.” 
 (b) No such shares may be sold, transferred or otherwise alienated or hypothecated so long as
such shares are subject to the restriction provided for in this Section 5.3. 
 (c) All of the Awardee’s Restricted Stock remaining
subject to any restriction hereunder shall be forfeited to, and be acquired at no cost by, the Company in the event that the Committee determines that any of the following circumstances has occurred: 
 (i) the Awardee has engaged in knowing and willful misconduct in connection with his or her service as a member of the Board; 
 (ii) the Awardee, without the consent of the Committee, at any time during his or her period of service as a member of the Board, becomes a principal of,
serves as a director of, or owns a material interest in, any business that directly or through a controlled subsidiary competes with the Company or any Subsidiary; or 
 (iii) the Awardee does not stand for reelection to, or voluntarily quits or resigns from, the Board for any reason, except under circumstances that would cause such restrictions to lapse under Section 5.4.

 Section 5.4. LAPSE OF RESTRICTIONS 
 The restrictions imposed under Section 5.3 above upon Restricted Stock held by any Awardee
will, as to any such Restricted Stock held by the Awardee for at least six months, lapse once the Awardee has completed five years of service on the Board and3 any of the following occurs: 
 (a) the Awardee attains the Age for Board Retirement or obtains Board
approval of early retirement in accordance with Section 5.5; 
  

	 3
	 On May 24, 2005, the Committee corrected what was determined to be an inadvertent change made to the Plan as of
November 30, 2000, by replacing the word “or” with the word “and”. Because this change was interpretive and administerial in nature and resulted in making the vesting language more onerous, it did not require shareholder
approval. 


  

 5 








 (b) the Awardee dies or becomes permanently and totally disabled; or 
 (c) any Change of Control occurs. 
 In no event will the
restrictions imposed under Section 5.3 lapse as to any shares of Restricted Stock awarded to any Awardee until the Awardee has held such shares for six months. Subject to the prior sentence, the Board may, in its sole and absolute discretion,
cause the five-year restriction to lapse with respect to an Eligible Director who leaves the service of the Board. 
 Section 5.5. EARLY
RETIREMENT 
 An Eligible Director who leave the Board prior to the Age for Board Retirement, may, upon application to and in the sole
discretion of the Committee, be granted early retirement status. 
 Section 5.6. RIGHTS AS STOCKHOLDER 
 Subject to the provisions of Section 5.3 hereof, upon the issuance to the Awardee of Restricted Stock hereunder, the Awardee shall have all the
rights of a stockholder with respect to such Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto. 
 ARTICLE VI 
 STOCK CERTIFICATES 
 Section 6.1. STOCK CERTIFICATES 
 The Company
shall not be required to issue or deliver any certificate for shares of Stock received as Restricted Stock pursuant to a Restricted Stock Agreement executed hereunder, prior to fulfillment of all of the following conditions: 
 (a) the admission of such shares to listing on all stock exchanges on which the Stock is then listed; 
 (b) the completion of any registration or other qualification of such shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall in its sole discretion deem necessary or advisable; 
 (c) the obtaining of any approval or other clearance from any federal or state governmental agency which the Committee shall in its sole discretion determine to be necessary or advisable; and 
  

 6 








 (d) the lapse of such reasonable period of time following the execution of the Restricted Stock Agreement
as the Committee from time to time may establish for reasons of administrative convenience. 
 ARTICLE VII 
 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN 
 Section 7.1. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN 
 The Committee may at any time terminate, and may at any
time and from time to time and in any respect amend or modify, the Plan provided that, if under applicable laws or the rules of any securities exchange upon which the Company’s common stock is listed, the consent of the Company’s
stockholders is required for such amendment or modification, such amendment or modification shall not be effective until the Company obtains such consent, and provided, further, that no termination, amendment or modification of the Plan shall in any
manner affect any Restricted Stock Agreement theretofore executed pursuant to the Plan without the consent of the Awardee. 
 ARTICLE VIII

 MISCELLANEOUS 
 Section 8.1. ADJUSTMENT
PROVISIONS 
 (a) Subject to Section 8.l(b) below, if the outstanding shares of Stock of the Company are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation,
sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, an
appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares provided in Section 2.4 and (ii) the number and kind of shares or other securities subject to the outstanding Awards. 
 (b) Adjustments under Section 8.l(a) will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof
will be final, binding, and conclusive. No fractional interests will be issued under the Plan resulting from any such adjustments. 
 Section 8.2.
CONTINUATION OF BOARD SERVICE 
 Nothing in the Plan or in any instrument executed pursuant to the Plan will confer upon any Eligible
Director any right to continue to serve on the Board. 
  

 7 








 Section 8.3. COMPLIANCE WITH GOVERNMENT REGULATIONS 
 No shares of Stock will be issued hereunder unless and until all applicable requirements imposed by federal and state securities and other laws, rules,
and regulations and by any regulatory agencies having jurisdiction and by any stock exchanges upon which the Stock may be listed have been fully met. As a condition precedent to the issuance of shares of Stock pursuant hereto, the Company may
require the employee to take any reasonable action to comply with such requirements. 
 Section 8.4. PRIVILEGES OF STOCK OWNERSHIP 
 No director and no beneficiary or other person claiming under or through such employee will have any right, title, or interest in or to any shares of
Stock allocated or reserved under the Plan or subject to any Award except as to such shares of Stock, if any, that have been issued to such director. 
 Section 8.5. WITHHOLDING 
 The Company may make such provisions as it deems appropriate to withhold any taxes the
Company determines it is required to withhold in connection with any Award. The Company may require the director to satisfy any relevant tax requirements before authorizing any issuance of Stock to the director. Such settlement may be made in cash
or [previously acquired] Stock. 
 Section 8.6. DEFERRED COMPENSATION PLAN OMNIBUS PROVISION 
 For purposes of Sections 5.4, 6.1, 7.1, 8.1(a), 8.3 and 8.5, actions taken by the Board or the Committee, as applicable, shall be undertaken in a manner
that either (a) will not negatively affect the status of any Award intended to be excepted from treatment as deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or
(b) will otherwise comply with Section 409A of the Code. 
 Section 8.7. NONTRANSFERABILITY 
 An Award may be exercised during the life of the director solely by the director or the director’s duly appointed guardian or personal
representative. No Award and no other right under the Plan, contingent or otherwise, will be assignable or subject to any encumbrance, pledge, or charge of any nature. 
 Section 8.8. OTHER COMPENSATION PLANS 
 The adoption of the Plan shall not affect any other stock
option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees or directors of the Company or
any Subsidiary. 
  

 8 








 Section 8.9. PLAN BINDING ON SUCCESSORS 
 The Plan shall be binding upon the successors and assigns of the Company. 
 Section 8.7. SINGULAR, PLURAL; GENDER 
 Whenever used herein, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine gender. 
 Section 8.11. HEADINGS, ETC., NO PART OF PLAN 
 Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan. 
  

 9