Exhibit 10.1
FOUNDATION COAL HOLDINGS, INC.
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
AWARD AGREEMENT
THIS AGREEMENT, is made effective as of January 12, 2009 (the "Award Date"),
between Foundation Coal Holdings, Inc. (the "Company") and James A. Olsen (the
"Participant").
R E C I T A L S:
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which
are hereby incorporated by reference and made a part of this Agreement; and
WHEREAS, the Compensation Committee of the Board of Directors of the Company
(the "Committee") has determined that the Participant be awarded the Restricted
Stock Units, Cash Performance Units, and Cash Upside Units provided for herein
pursuant to the Plan and the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the parties agree as follows:
1.
Definitions.
Whenever the following terms are used in this
Agreement, they shall have the meanings set forth below. Capitalized terms not
otherwise defined herein shall have the same meanings as in the Plan.
(a) Actual EBITDA:
"EBITDA" as defined in the Credit Agreement dated as of
July 30, 2004 by and among Foundation PA Coal Company, as borrower, FC 2 Corp.
and Foundation Coal Corporation, as guarantors, and the lenders named therein,
as amended and as in effect on the date hereof (the "Credit Agreement"). More
specifically defined as income (or loss) from continuing operations, plus
interest expense, net of interest income, income tax expense (benefit),
accretion on asset retirement obligations, and depreciation, depletion and
amortization plus or minus other adjustments as specified in the Credit
Agreement.
(b) Actual Free Cash Flow:
In respect of a fiscal year, EBITDA less the sum of
capital expenditures as set forth in the Company's unaudited financial
statements; provided that the Committee may make such equitable adjustments to
capital expenditures as it reasonably deems to be appropriate in order to
achieve the intention of this Agreement after giving effect to significant
events including, without limitation, operational circumstances, acquisitions,
dispositions, mergers or similar transactions.
(c) Cash Performance Units:
Collectively, the EBITDA Cash Performance Units
and the FCF Cash Performance Units.
Senior Manager - Long Term Incentive
Award Agreement
(d) Cash Performance Upside Unit.
Collectively, the EBITDA Cash Performance
Upside Units and the FCF Cash Performance Upside Units.
(e) Cash Upside Units:
Collectively, the EBITDA Cash Upside Units and the FCF
Cash Upside Units.
(f) Cash-type Units.
Collectively, the EBITDA Cash Performance Units, FCF Cash
Performance Units, EBITDA Cash Performance Upside Units, FCF Cash Performance
Upside Units, EBITDA Cash Upside Units, and FCF Cash Upside Units,
(g) Disability:
Participant becomes physically or mentally incapacitated so as
to be unable to perform the essential functions of Participant's duties of
Employment.
(h) EBITDA Performance Date:
Each of December 31, 2009, December 31, 2010 and
December 31, 2011. EBITDA Restricted Stock Units, EBITDA Cash Performance Units,
EBITDA Cash Performance Upside Units, and EBITDA Cash Upside Units earned on
these dates do not vest until February 27, 2012.
(i) EBITDA Restricted