UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 24, 2007
CONSOL Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14901 | 51-0337383 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
Consol Plaza 1800 Washington Road Pittsburgh, Pennsylvania |
15241 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code:
(412) 831-4000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On August 24, 2007, Nicholas J. DeIuliis, President, Chief Executive Officer and a director on the board of directors of CNX Gas Corporation (“CNX Gas”), a subsidiary of CONSOL Energy Inc. (“CONSOL Energy”), executed a letter agreement (the “Letter Agreement”) with CONSOL Energy in which CONSOL Energy agreed to pay him approximately $407,000 for (among other things) benefits that would have otherwise accrued in 2006 under CONSOL Energy’s Retirement Restoration Plan (as amended, the “Plan”), but for certain Plan amendments that were approved by the Board of Directors of CONSOL Energy in December 2006. Pursuant to the Letter Agreement, Mr. DeIuliis also agreed, among other matters, that he had no further claims arising out of the Plan or to any other deferred compensation benefits provided by CONSOL Energy.
The above description is a summary of the Letter Agreement and is qualified in its entirety by the copy thereof which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 10.1 | Letter Agreement, dated August 24, 2007, by and between CONSOL Energy Inc. and Nicholas J. DeIuliis. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONSOL ENERGY INC. | ||
|
By: |
/s/ William J. Lyons | |
| Name: William J. Lyons | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Dated: August 24, 2007
Exhibit Index
| Exhibit No. |
Description |
|
| 10.1 | Letter Agreement, dated August 24, 2007, by and between CONSOL Energy Inc. and Nicholas J. DeIuliis. | |
Exhibit 10.1
|
CONSOL Energy Inc. Consol Plaza 1800 Washington Road Pittsburgh, PA 15241-1405 |
||||
| phone: | 412/831-4550 | |||
| Fax: | 412/831-4930 | |||
| e-mail: | wlyons@consolenergy.com | |||
| Web: | www.consolenergy.com | |||
|
W ILLIAM J. L YONS Executive Vice President & Chief Financial Officer |
||||
August 24, 2007
Mr. Nicholas J. DeIuliis
5 Penn Center West, Suite 401
Pittsburgh, PA 15276-0102
Dear Nick:
This letter will summarize our agreement regarding your claim for an accrued benefit under the Retirement Restoration Plan (the “Plan”) of CONSOL Energy, Inc. (“CONSOL”) based on your 2006 compensation from CNX Gas Corporation, as well as certain other matters.
CONSOL agrees to pay you as a lump sum $406,951.94, less deductions required by law (the “Payment”). You understand that you are responsible for all taxes on the Payment and are in agreement with the form and timing of the Payment. The Payment is made in exchange for the promises contained in this letter.
In consideration of the Payment, you acknowledge and agree that you have no claim for any additional monies or benefits whatsoever arising out of the Plan and you are not entitled to any other “top hat” or non-qualified deferred compensation benefits or payments, from CONSOL (or any plan CONSOL may sponsor), either now or in the future. In addition, you acknowledge that you have no right to or accrued benefits in the Supplemental Retirement Plan approved and adopted by the Board of Directors of CONSOL at its December 5, 2006 meeting, effective January 1, 2007.
If the above is agreeable to you, please sign the enclosed copy of this letter and return it to me for our files.
Very truly yours,
/s/ William J. Lyons
William J. Lyons
ACKNOWLEDGED AND AGREED TO THIS
24th DAY OF August , 2007,
INTENDING TO BE LEGALLY BOUND HEREBY.
/s/ Nicholas J. DeIuliis