exv10w14






EXHIBIT 10.14




	 	 	 	 	 
	 

	 	Number: GP- 04


	 	Page 1 of 5
		 	Revision Date: December 31, 2008
	WESTMORELAND COAL COMPANY	 	Supersedes Policy Dated 7/26/04 and GP-04 dated
5/21/07
	Manual of Policies:	 	Approved Issuing Officer:
	COMPENSATION
Title:
SEVERANCE POLICY	 	
Original signed as Policy # GPC-001 on file in
Corporate Office
	 	Name: D.L. Lobb	 	 
	 	Title: CEO & President	 	 
	 
	 	 	 	 
	 
	 	 	 	 







	1.	 	POLICY STATEMENT
	 
	 	 	It is the policy of the Westmoreland Coal Company, (“the Company”, or
“Westmoreland”) to pay severance benefits under certain specific circumstances,
as defined by this policy, to certain non-union employees who are involuntarily
terminated for reasons other than cause and under certain conditions described
herein. The purpose of severance is to aid employees for hardships incurred upon
loss of employment. This policy applies to non-union employees of Westmoreland
Coal Company and all of its direct and indirect subsidiaries (each such entity,
an “Employer” for its employees, and each such employee, an “Employee” or “you”).
	 
	2.	 	FUTURE OF THE POLICY
	 
	 	 	Although the Company currently expects to continue the provisions of this policy at its sole
discretion, the Company reserves the right to change or amend at any time, any and all terms
and conditions of this policy, or to terminate this policy in its entirety, upon six (6)
months notice to employees covered under this policy. Furthermore, the Company reserves
the right to interpret and construe the provisions of this Policy, including the
determination of the eligibility for and amount of benefits under the Policy, to the fullest
extent permissible by law.
	 
	3.	 	ELIGIBILITY
	 
	 	 	You are an “Eligible Employee” if:






	 	o	 	You are an active full-time employee of the Employer, scheduled to
work at least 40 hours per week, AND
	 
	 	o	 	Your employment terminates due to:






	 	1.	 	Involuntary termination that is not for Cause, including but not
limited to, permanent layoff, permanent reduction in force, or termination of
employment due to lack of work or job elimination; or
	 
	 	2.	 	The sale of a facility or division or segment of business unless,
following such sale, you are subsequently employed by the purchaser of the
facility or division or segment of business; or
	 
	 	3.	 	A position being relocated in which the distance between the
relocated place of employment and your residence is at least fifty (50) miles
greater than the distance between your former place of employment and your
residence, and you do not continue employment at the relocated place of
employment. AND






	 	o	 	You have a position on the date your employment terminates that is
listed in the Position or Classification section of the attached Addendum;
AND
	 
	 	o	 	Within 30 days following your termination with Employer you do not
receive an offer of Similar Employment from the Employer or any of its
affiliates or subsidiaries, or (i) your employment is terminated by the
Employer as a result of or in relation to a sale of the Employer or any of
its assets, business unit(s), or divisions(s), subsidiaries or affiliates or
the contracting out or outsourcing of any function within the Employer, and
(ii) you do not receive an offer of Similar Employment from the purchasing,
contracting, or outsourcing party or a successor thereto. “Similar
Employment” means a position with pay and Working Conditions that are
reasonably comparable to that of your last position with the Company. For
purposes of the Policy, “Working Conditions” do not include employee
benefits. An Employee is not eligible for severance benefits hereunder, if
that an Employee does not accept the Similar Employment; AND




 









 











	 	 	 	 	 	 	 	 	 
	Title:

	 	No.
	 	Date Issued:
	 	Supersedes
	 	Page 2 of 5
	SEVERANCE POLICY

	 	GP — 04
	 	12/31/08
	 	Policy IV-19	 	 
	 

	 	 	 	 	 	Dated 10/1/94	 	 
	 

	 	 	 	 	 	and GP-04 dated	 	 
	 

	 	 	 	 	 	5/21/07	 	 







	 	o	 	You sign, return to the Company and do not revoke the Release Agreement
(“Release Agreement”) within the time frames specified in that document or a
letter accompanying same in a form satisfactory to the Company.






	4.	 	INELIGIBILITY
	 
	 	 	The following are NOT Eligible Employees:






	 	o	 	Employees who are covered by a collective bargaining agreement that
does not provide for participation in this Policy.
	 
	 	o	 	Seasonal, Part-time and/or Temporary workers (as reflected in the
Employer’s payroll system) and independent contractors.
	 
	 	o	 	Employees whose employment is terminated due to the employee’s
resignation, death, or disability (as defined in the Company’s applicable
long-term disability Policy).
	 
	 	o	 	Employees whose employment is terminated for Cause, as defined
herein.






	 	o	 	For Cause: Gross or willful misconduct that is
injurious to the Company, or its direct or indirect subsidiaries or
affiliates, which includes but is not limited to an act or acts
constituting embezzlement, misappropriation of funds or property of
such entities, larceny, fraud, gross negligence, crime or crimes
resulting in a felony conviction, moral turpitude or behavior that
brings the Employee into public disrepute, contempt, scandal or
ridicule or that reflects unfavorably upon the reputation or high
moral or ethical standards of the Company (or the Employer) or
violation of Company (or Employer) policy including but not limited to
the policies set forth on Code of Business Conduct and Fitness for
Duty; willful misrepresentation to the Company’s or an Employer’s
directors, officers, managers, supervisors, employees or third
parties; or failure to meet the duties of care and loyalty to the
Company or the Employer. For purposes of this paragraph, failure to
act on the participant’s part shall be considered “willful” if done by
the participant without a reasonable belief that the omission was in
the best interest of the Company or the Employer.






	 	o	 	Any Employee who refuses to sign, revokes or subsequently breaches
the Release Agreement.
	 
	 	o	 	Any Employee who is in material violation of company policy or in
material breach of statutory or common law duties that the Employee owes to
the Employer.
	 
	 	o	 	Any Employee who is not otherwise an Eligible Employee, as provided
above.






	5.	 	DETERMINATION AND PAYMENT OF SEVERANCE PAYMENTS
	 
	 	 	If you are an Eligible Employee, you may be eligible to receive severance benefits that consist of three parts:






	 	o	 	Severance Compensation
	 
	 	o	 	Medical, Vision, and Dental Benefit Continuation
	 
	 	o	 	Outplacement Assistance






	 	5.1.	 	Severance Compensation: Severance compensation will be calculated based
upon your Position or Classification on the date your employment terminates and
completed Years of Service as set forth in the attached Addendum.
	 
	 	 	 	For purposes of calculating severance compensation, base pay means your “weekly base
pay” in effect for the payroll period during which employment with your Employer is
terminated. Overtime, bonuses, commissions, incentive pay and any taxable or
nontaxable fringe benefit or payment will be excluded. “Weekly base pay” means 40
hours multiplied by your base hourly rate only for hourly Employees, and your annual
base salary divided by 52 for exempt Employees. Your “monthly base pay” is computed
by multiplying your “weekly base pay” by 52 and then dividing that number by 12.
“Year of Service” means each completed full year of continuous service with the
Company or any other Employer from your date of hire. Partial Years of Service will
not be included in calculating your severance compensation.




 









 











	 	 	 	 	 	 	 	 	 
	Title:

	 	No.
	 	Date Issued:
	 	Supersedes
	 	Page 3 of 5
	SEVERANCE POLICY

	 	GP — 04
	 	12/31/08
	 	Policy IV-19	 	 
	 

	 	 	 	 	 	Dated 10/1/94	 	 
	 

	 	 	 	 	 	and GP-04 dated	 	 
	 

	 	 	 	 	 	5/21/07	 	 







	 	 	 	In addition, your severance benefit under the Severance Policy will be reduced (but
not below zero) by all amounts of severance pay or similar pay to which you may be
entitled to under any other Company Severance Policy, benefits mandated by state or
federal law, payment in lieu of WARN notification or any individual written employment
agreement or other written agreement relating to payment upon separation from
employment or change of control of the Company.
	 
	 	 	 	Severance payments will be paid in equal installments on the normal payroll schedule
or in a lump-sum payment as determined solely by the Employer (except that for
payments to a CEO/President of an Employer, the determination shall be made by the
Employer’s board of directors, excluding the CEO/President if a board member) and
shall be net of any tax, medical or other required withholdings. Severance payments
shall commence upon the Employee’s “separation of service” within the meaning of
Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (“Code”)
from the Employer; provided, however, any payments that would otherwise be made in the
case of a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Code, within six (6) months after such Employee’s separation from service (but only
with respect to payments that would otherwise be subject to additional tax under Code
Section 409A), shall be delayed until the date of such Employee’s separation from
service or, if applicable, expiration of the six (6) month period (or, if earlier, the
date of death of the Employee).
	 
	 	 	 	No severance payments will be made later than two years after the separation from
service or without the return of an executed and non-revoked Release Agreement.
	 
	 	5.2.	 	Medical, Dental, and/or Vision Benefit Continuation: If you have
medical, dental, and/or vision coverage provided by or through the Employer upon your
termination of employment, these coverages will terminate at the end of the month
following the date your employment terminates. You and your dependents have the right
to continue your benefits under COBRA. If you choose to continue your benefits under
COBRA, the Employer will share in the cost of the established COBRA rate through the
period specified in the attached Addendum based on your Position or Classification on
the date your employment terminates. You will be responsible to share the cost of the
COBRA rate by paying an equivalent of the established employee premium rate through your
specific severance period. The Employer reserves the right to pay you a lump-sum value
of the established COBRA rate equal to the length of your specified severance period in
lieu of paying the Employer share of cost, in which case you will then be required to
pay the full COBRA rate for any continued coverage, and the lump sum payment to you will
be taxable income to you. At the end of your specified severance period, you will be
responsible for the entire COBRA rate (both employee and Employer portions) through the
remaining COBRA period.
	 
	 	 	 	Additionally, the benefit continuation benefit applies only to medical, dental, and
vision benefits under Employer-sponsored Plans. It is not provided for the cost of
any flexible spending account coverage (which in certain circumstances is also subject
to COBRA) or other benefits (for example life insurance or long term disability
benefits.) Except for the limited continuation of health coverage discussed here,
other employee benefit plans and arrangements of the Employer stop when your
employment terminates in accordance with the standard rules of such Plans and
arrangements.
	 
	 	5.3.	 	Outplacement Assistance. You will be able to obtain outplacement
assistance services from an outplacement firm selected by the Employer for a specified
period of time, as indicated in the Addendum, based on your Position or Classification
on the date your employment terminates. You must begin such outplacement assistance
within three (3) months of your employment termination to receive this benefit.






	6.	 	CONDITIONS TO PAYMENT OF BENEFITS
	 
	 	 	As a condition of your entitlement to severance benefits under the Severance Policy, you
must agree in writing to release the Company and others associated with the Company from any
and all legal claims, except those preserved by public policy, associated with your
employment by the Employer by signing and not revoking the Release Agreement.
	 
	 	 	Your severance benefits will be paid in equal installments or in a lump-sum payment, solely
determined by the Company, after the expiration of any applicable waiting periods set forth
in the Release Agreement and starting within two (2) pay periods of said waiting period and
never to exceed two (2) years (unless payment is delayed as provided in Section 5.1 herein).
Your severance benefits will be subject to all applicable tax




 









 











	 	 	 	 	 	 	 	 	 
	Title:

	 	No.
	 	Date Issued:
	 	Supersedes
	 	Page 4 of 5
	SEVERANCE POLICY

	 	GP — 04
	 	12/31/08
	 	Policy IV-19	 	 
	 

	 	 	 	 	 	Dated 10/1/94	 	 
	 

	 	 	 	 	 	and GP-04 dated	 	 
	 

	 	 	 	 	 	5/21/07	 	 







	 	 	and other withholdings. No
deductions will be made as contributions to the Westmoreland Coal Company Savings and
Retirement 401(k) Policy. As provided above, you will not be paid severance benefits if you
are in material violation of applicable Company policies or you are in violation of any
other legal or contractual obligation you may owe the Employer, including without limitation
the Release Agreement. To the extent that an Eligible Employee is or has been covered by any
other Company or Employer severance Policy(ies) or arrangement(s), this Severance Policy
expressly supersedes and replaces any and all such Policy(ies) or arrangement(s) (other than
an individual written employment agreement or other written agreement relating to payment
upon separation from employment, including change of control agreements) the terms of which
will supersede this Policy to the extent such terms are inconsistent herewith.
	 
	 	 	If you become re-employed with the Company or another Employer in any category of employment
prior to your completion of the severance compensation period, your severance benefits under
the Severance Policy resulting from the termination will cease, and if you received a lump
sum, you will be required to reimburse the Company for the remaining pro-rated amount of
severance in accordance with your identified severance period as referenced in the attached
Addendum. You again will be subject to the terms of this Policy.
	 
	 	 	If a court of competent jurisdiction, including without limitation a United States
Bankruptcy Court, limits the amount or ability of the Company to pay benefits hereunder,
neither the Company, its subsidiaries, affiliates, or successors and their respective
employees, officers, directors, shareholders, and agents will have any liability therefore.
Likewise, regardless of whether benefits described hereunder are in certain jurisdictions
deemed to be wages or compensation, no employee, officer, director, shareholder, or agent of
the Company or its subsidiaries, affiliates or successors assumes any liability for the
payment of benefits hereunder.






	7.	 	SURVIVABILITY OF PAYMENTS
	 
	 	 	The commitments under this Policy shall survive, to the extent permissible by law, upon the
bankruptcy, insolvency, liquidation or dissolution of the Company.




 









 











	 	 	 	 	 	 	 	 	 
	Title:

	 	No.
	 	Date Issued:
	 	Supersedes
	 	Page 5 of 5
	SEVERANCE POLICY

	 	GP — 04
	 	12/31/08
	 	Policy IV-19	 	 
	 

	 	 	 	 	 	Dated 10/1/94	 	 
	 

	 	 	 	 	 	and GP-04 dated	 	 
	 

	 	 	 	 	 	5/21/07	 	 






ADDENDUM

WESTMORELAND COAL COMPANY SEVERANCE POLICY FOR NON-UNION EMPLOYEES

DECEMBER 31, 2008




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outplacement	 	Health Benefit
	Level	 	Position or Classification*	 	Severance Compensation	 	Assistance	 	Cost Share
	 
	 	 	 	 	 	 	 	 
	1

	 	o CEO/President


o Chief Financial Officer


o General Counsel

o Vice Presidents of a Functional Area

o Controller

o Such other positions not listed above
that participate in the Annual Incentive
Plan at levels 1 and 2 (40% — 100%)

	 	Twelve (12) months of
monthly base pay as
defined in this
document
	 	9 month program
	 	12 months
	 
	 	 	 	 	 	 	 	 
	2

	 	o Directors of a Functional Area

o Assistant General Counsel

o Such other positions not listed above
which participate in the Annual Incentive
Plan at Level 3 (30%)

	 	Nine (9) months of
monthly base pay;
plus one week of base
pay for each year of
service, not to
exceed a maximum of
12 months of monthly
base pay as defined
in this document.
	 	6 month program
	 	9 months
	 
	 	 	 	 	 	 	 	 
	3

	 	o Senior Managers of a Functional Area

o Such other positions not listed above
which participate in the Annual Incentive
Plan at Level 4 (20%)

	 	Six (6) months of
monthly base pay;
plus one week of base
pay for each year of
service, not to
exceed a maximum of
12 months of monthly
base pay as defined
in this document.
	 	3 month program
	 	6 months
	 
	 	 	 	 	 	 	 	 
	4

	 	o Other Management Personnel or key
contributors

o Such other positions not list above which
participate in the Annual Incentive Plan at
Level 5 (15%)

	 	One (1) month of
monthly base pay as
defined in this
document plus one (1)
week of weekly base
pay as defined in
this document for
each year of service
not to exceed 26
weeks
	 	2 week program
	 	Equal to Severance
Compensation
	 
	 	 	 	 	 	 	 	 
	5

	 	Other Exempt Salaried Personnel who are
Individual Contributors
	 	One (1) month of
monthly base pay as
defined in this
document + 1 week of
weekly base pay as
defined in this
document for each
year of service not
to exceed 26 weeks
	 	2 day program
	 	Equal to Severance
Compensation
	 
	 	 	 	 	 	 	 	 
	6

	 	Non-Exempt or Hourly Personnel
	 	One (1) week of
weekly base pay as
defined in this
document per Year of
Service  — 2 week
minimum not to exceed
26 weeks
	 	2 day program
	 	1 month