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Delaware
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1-16463
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13-4004153
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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701 Market Street, St. Louis, Missouri
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63101-1826
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(Address of principal executive offices)
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(Zip Code)
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Exhibit No.
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Description of Exhibit
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10.1
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Letter dated January 27, 2015 to Glenn L. Kellow from the Chairman of the Compensation Committee of the Peabody Energy Corporation Board of Directors.
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10.2
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Letter Agreement entered into as of January 27, 2015, by and between Peabody Energy Corporation and Glenn L. Kellow.
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PEABODY ENERGY CORPORATION
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January 28, 2015
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By:
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/s/ Kenneth L. Wagner
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Name:
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Kenneth L. Wagner
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Title:
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Vice President, General Counsel- Corporate and Assistant Secretary
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Exhibit No.
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Description of Exhibit
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10.1
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Letter dated January 27, 2015 to Glenn L. Kellow from the Chairman of the Compensation Committee of the Peabody Energy Corporation Board of Directors.
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10.2
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Letter Agreement entered into as of January 27, 2015, by and between Peabody Energy Corporation and Glenn L. Kellow.
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PEABODY ENERGY
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Peabody Plaza
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701 Market Street
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St. Louis, MO 63101-1826
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314.342.3400
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PEABODY ENERGY
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Peabody Plaza
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701 Market Street
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St. Louis, MO 63101-1826
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314.342.3400
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1.
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Effective January 22, 2015, your position with Peabody Energy Corporation (the “
Company
”) will be President and Chief Executive Officer-elect, with the expectation that you will be appointed Chief Executive Officer of the Company effective as of the date of the Company’s 2015 annual meeting of shareholders, which is expected to be held on May 4, 2015. You acknowledge and agree that your appointment as Chief Executive Officer is consistent with the Company’s obligations to employ you pursuant to Section 1 of the Employment Agreement.
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2.
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Clause (iv) of the definition of “Good Reason” set forth in Section 6.2(d) of the Employment Agreement is amended, effective upon your appointment as Chief Executive Officer of the Company, to read as follows: “any material diminution or material adverse change in Executive’s duties or responsibilities as Chief Executive Officer.”
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3.
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To the extent that the RSU Agreement incorporates or otherwise refers to terms that are defined in the Employment Agreement, or incorporates by reference other provisions set forth in the Employment Agreement, you and we agree that solely for purposes of the RSU Agreement such terms shall continue to have such definitions (including, in the case of the definition of “Good Reason” set forth in Section 6.2(d) of the Employment Agreement, as modified by the preceding paragraph), and such provisions shall continue in effect, following the end of your Term of Employment as defined in Section 2 of the Employment Agreement.
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4.
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Section 6.2(b)(i) of the Employment Agreement, relating to severance benefits, is amended, effective as of the date of your appointment as Chief Executive Officer of the Company, by adding immediately following clause (C) thereof the following:
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5.
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Except as modified by this letter all terms of the Employment Agreement and the RSU Agreement will continue in full force and effect.
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PEABODY ENERGY CORPORATION
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By:
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/s/ William A. Coley
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William A. Coley
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Compensation Committee Chair
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Agreed as of this 27th day of January, 2015
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/s/ Glenn L. Kellow
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Glenn L. Kellow
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President and Chief Executive Officer-elect
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