Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2021, Contura Energy, Inc. (the "Company") entered into an
Amended and Restated Employment Agreement (the "Amendment") with its Chief
Executive Officer ("CEO") and Chairman, David J. Stetson. The Amendment was
approved by the Company's board of directors (the "Board"), with Mr. Stetson
abstaining, following a review of Mr. Stetson's employment agreement by the
Board's Compensation Committee (the "Committee") and the Committee's
recommendation to the Board that the Amendment be approved and executed.
At Mr. Stetson's request, because of the limited number of shares of common
stock presently available under the Company's Long Term Incentive Plan (LTIP),
the Committee undertook the review of Mr. Stetson's employment agreement and the
status of the LTIP. The CEO noted in his request that, because of this share
limitation, incentive awards made to the Company's non-CEO executive officers in
2020 were principally cash-based, and that these officers' future LTIP incentive
awards should be more equity-based to better align the long term interests of
the Company's non-CEO executive officers with those of the Company's
stockholders. In order to address this situation in the near term, Mr. Stetson
offered to forfeit certain equity-based awards. The Committee evaluated the
measures that could immediately be taken without increasing the number of shares
authorized under the LTIP, including Mr. Stetson's proposal, to make shares
available under the program for future equity-based awards to the Company's
non-CEO executive officers that are more consistent with historical awards and
that better align the long term interests of the Company's non-CEO executive
officers with those of the Company's stockholders. The Committee concluded that
undertaking the Amendment was the best mechanism to accomplish these objectives.
Among other items, the Amendment: eliminates certain provisions that are no
longer applicable; aligns the methodology and metrics for calculation of
payments related to the Company's Annual Incentive Bonus Program (the "Bonus
Plan") with the terms of the Bonus Plan, including changing Mr. Stetson's
maximum bonus payout from 200% of base salary to 250% of base salary; provides
for the modification of the terms of the February 2020 Restricted Stock Unit
(RSU) Award to Mr. Stetson, and the amendment of the associated RSU Award
agreement, such that the ratable vesting scheduled to occur on the second and
third anniversaries of the award shall instead both occur on the second
anniversary of the award; provides that Mr. Stetson forfeits the Performance
Share Units (PSUs) awarded to him in February 2020, which awards provided for
the payment to him of an aggregate of 302,795 shares of common stock at target
performance; provides that, for the 2021 calendar year, Mr. Stetson shall not be
entitled to receive any award under the LTIP; and allows the Committee to
determine the proportion of subsequent long-term incentive awards to Mr. Stetson
that are time-based and performance-based and whether these awards will be
settled in shares or in cash.
The foregoing description of the Amendment does not purport to be complete, and
is qualified in its entirety by reference to the full text of the Amendment,
which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2021, the Committee, with input from its independent compensation
consultant, evaluated the terms of time-vested, cash-based long-term incentive
awards made to certain members of management in February 2020 pursuant to the
LTIP. When granted, these awards provided for a vesting of the entire award on
the third anniversary of the grant date, if the participant remained an employee
of the Company at that time. The Committee then approved modification of the
terms of these awards, subject to the amendment of the associated award
agreements, to alter their vesting schedule such that one-third of the total
value of the award will vest on each of the first three anniversaries of the
grant date. Other terms of the awards remain unchanged. Among the recipients of
these awards were Mr. Eidson, President and Chief Financial Officer, and Mr.
Whitehead, Executive Vice President and Chief Operating Officer.
The information provided under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Amended and Restated Employment Agreement, dated as of January 26,
2021, by and between Contura Energy, Inc. and David J. Stetson
Cover Page Interactive Data File (embedded within the Inline XBRL
Exhibit 104 document)
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