exv10w12






EXHIBIT 10.12




WESTMORELAND COAL COMPANY



Restricted Stock Agreement

Granted under the 2007 Equity Incentive Plan for Employees and Non-Employee Directors



	 	 	 	 	 
	Name of Recipient:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Number of shares of restricted
common stock awarded:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Grant Date:
	 	 	 	 
	 

	 	 	 	 





     Westmoreland Coal Company (the “Company”) has selected you to receive the restricted
stock award described above, which is subject to the provisions of the Company’s 2007 Equity
Incentive Plan for Employees and Non-Employee Directors (the “Plan”) and the terms and
conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this
restricted stock award and of the terms and conditions of this Agreement by signing a copy of this
Agreement where indicated below.



	 	 	 	 	 
	 	WESTMORELAND COAL COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 
	Accepted and Agreed:
	 	 
	 
	 	 
	 

Name:

	 	 






 









 





WESTMORELAND COAL COMPANY




Restricted Stock Agreement

Granted under the 2007 Equity Incentive Plan for Employees and Non-Employee Directors




     The terms and conditions of the award of shares of restricted common stock of the Company (the
“Restricted Shares”) made to the Recipient, as set forth on the cover page of this
Agreement, are as follows:



     1. Issuance of Restricted Shares.



          (a) The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set
forth on the cover page of this Agreement), in consideration of Recipient’s service as a member of
the Company’s board of directors (the “Board”).




          (b) As promptly as practicable following the Grant Date, the Company shall issue one or more
certificates in the name of the Recipient for the Restricted Shares. Such certificate(s) shall
initially be held on behalf of the Recipient by the Secretary of the Company. The Recipient agrees
that the Restricted Shares shall be subject to the restrictions on transfer set forth in
Section 2 of this Agreement. Following the lapsing of such restrictions on transfer, the
Secretary shall, if requested by the Recipient, deliver to the Recipient a certificate representing
the Restricted Shares for which such restrictions have lapsed.




     2. Restrictions on Transfer.



     The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of,
by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any
interest therein, until the first anniversary of the Grant Date, except that the Recipient may
transfer such Restricted Shares: to or for the benefit of any spouse, parents, children,
step-children, grandchildren, legal dependents and any other relatives approved by the Compensation
and Benefits Committee (collectively, “Approved Relatives”) or to a trust established
solely for the benefit of the Recipient and/or Approved Relatives, provided that such
Restricted Shares shall remain subject to this Agreement and such permitted transferee shall, as a
condition to such transfer, deliver to the Company a written instrument confirming that such
transferee shall be bound by all of the terms and conditions of this Agreement. The Company shall
not be required (i) to transfer on its books any of the Restricted Shares which have been
transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of
such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have
been transferred in violation of any of the provisions of this Agreement.



2









 





     3. Restrictive Legends.



     All certificates representing Restricted Shares shall have affixed thereto a legend in
substantially the following form, in addition to any other legends that may be required under
applicable law:




“These shares of stock are subject to restrictions on transfer set
forth in a certain Restricted Stock Agreement between the
corporation and the registered owner of these shares (or his or her
predecessor in interest), and such Agreement is available for
inspection without charge at the office of the Secretary of the
corporation.”



     4. Rights as a Shareholder. Except as otherwise provided in this Agreement, for so
long as the Recipient is the registered owner of the Restricted Shares, the Recipient shall (i)
have the right to vote the Restricted Shares and act in respect of the Restricted Shares at any
meeting of shareholders and (ii) be entitled to all ordinary cash dividends paid with respect to
the Restricted Shares. If any dividends or distributions are paid in shares, or consist of a
dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the
shares, cash or other property will be subject to the same restrictions on transferability as the
shares of Restricted Stock with respect to which they were paid.



     5. Provisions of the Plan.



     This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the
Recipient with this Agreement.



     6. Tax Matters. The Recipient acknowledges that he or she is responsible for
obtaining the advice of the Recipient’s own tax advisors with respect to the acquisition of the
Restricted Shares, and the Recipient is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents with respect to the tax consequences
relating to the Restricted Shares. The Recipient understands that the Recipient (and not the
Company) shall be responsible for the Recipient’s tax liability that may arise in connection with
the acquisition and/or disposition of the Restricted Shares.



     7. Miscellaneous.



          (a) Authority of Compensation and Benefits Committee. In making any decisions or
taking any actions with respect to the matters covered by this Agreement, the Compensation and
Benefits Committee shall have all of the authority and discretion, and shall be subject to all of
the protections, provided for in the Plan. All decisions and actions by the Compensation and
Benefits Committee with respect to this Agreement shall be made in the Compensation and Benefits
Committee’s discretion and shall be final and binding on the Recipient.




          (b) No Right to Continued Service. The Recipient acknowledges and agrees that this
Agreement does not constitute an express or implied promise of continued service or confer upon the
Recipient any rights with respect to continued service on the Board.




3









 








          (c) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any applicable
conflicts of laws provisions.




          (d) Recipient’s Acknowledgments. The Recipient acknowledges that he or she has read
this Agreement, has received and read the Plan, and understands the terms and conditions of this
Agreement and the Plan.





4