Exhibit 10.1


 








 


April 30, 2020


 


Mr. John Eaves


415 Conway Pine Estates


Creve Coeur, MO 63141


 


Dear John:


 


This letter confirms the agreement between you and the Arch
Coal, Inc. (the “Company”) regarding your transition from Chief Executive Officer of the Company to Executive Chairman.
Such transition will occur on the following terms and conditions:


 


		·	You hereby agree that your resignation as Chief Executive Officer
of the Company will occur on April 30, 2020 and on such date you will assume the role of Executive Chairman.



		·	As Executive Chairman, you will remain a full-time employee of the
Company and shall have such duties, responsibilities and authorities customarily associated with such position. Your employment
with the Company will continue to be “at will,” meaning that either you or the Company will be entitled to terminate
your employment at any time, with or without cause, subject to the terms of the Letter Agreement (as defined below).



		·	Your compensation as Executive Chairman will consist of the following
components:



		1.	Base Salary: You will receive an annual base salary of $540,000, pro-rated for any partial year of service as Executive
Chairman.



		2.	Annual Bonus: You will be eligible to participate in the Company’s Annual Incentive Compensation Plan with a target
bonus opportunity of 100% of your annual base salary.



		3.	LTIP: You will be eligible to receive Long-Term Incentive Plan (LTIP) awards with an annual target award amount of 200%
of your annual base salary.



		§	Future LTIP Grants. For the avoidance of doubt, subject to
your continued service as Executive Chairman through the date of grant, you will be eligible to receive the annual LTIP awards
currently planned for February 2021 and February 2022, which awards will be subject to the terms and conditions of the Company’s
2016 Omnibus Incentive Plan (the “2016 Plan”) and the applicable award agreements evidencing such awards. You will
be eligible for pro-rated retirement vesting under and pursuant to the terms of the applicable LTIP awards should you retire prior
to fully vesting in such awards. 



		§	Outstanding LTIP Awards. You will continue
to vest in your outstanding LTIP awards while serving as Executive Chairman, subject
to the terms and conditions of the 2016 Plan and the applicable award agreements. If you should depart from the Company prior to
February 27, 2023 for any reason other than for Cause (as defined in your Letter Agreement), your outstanding 2020 LTIP award will
vest in full subject to the achievement of the performance measures set forth in the 2020 LTIP award. 



		4.	Employee Benefits: You will remain eligible to participate in the employee benefit plans and programs offered to other
employees of the Company, consistent with the terms thereof and as such plans and programs may be amended from time to time.



 






    			





     


    

 


		·	You will serve as Executive Chairman until your retirement on February
27, 2023, or your earlier removal or resignation. 



		·	The terms of that certain letter agreement between you and the Company
dated April 26, 2012 (the “Letter Agreement”) regarding certain severance payments and benefit to which you may be
entitled following a qualifying termination of employment shall continue in full force and effect, including any restrictive covenants
contained therein. The terms of your indemnification agreement with the Company shall remain in full force and effect.



		·	The Company may withhold from any amounts payable to you hereunder
all federal, state, city or other taxes or deductions that the Company reasonably determines are required to be withheld pursuant
to any applicable law or regulation.



 


If this document correctly sets forth our
agreement on the subject matter hereof, please sign and return to the Company the enclosed copy of this agreement which will then
constitute our agreement on this matter.


 


	 	Sincerely,
	 
	 	ARCH COAL, INC.
	 
	 	By:	/s/ John A. Ziegler, Jr.
	 	 	John A. Ziegler, Jr.
	 	 	Sr. Vice President & Chief Administrative Officer




 


	ACKNOWLEDGED AND ACCEPTED as
 of this 30th day of April, 2020.	 
	 
	/s/John Eaves	 
	Employee	 




 








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