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CONSOL Energy Inc. – ‘10-Q’ for 3/31/22 – ‘EX-10.4’

On:  Tuesday, 5/3/22, at 6:56am ET   ·   For:  3/31/22   ·   Accession #:  1437749-22-10570   ·   File #:  1-38147

Previous ‘10-Q’:  ‘10-Q’ on 11/2/21 for 9/30/21   ·   Next:  ‘10-Q’ on 8/4/22 for 6/30/22   ·   Latest:  ‘10-Q’ on 5/7/24 for 3/31/24   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/03/22  CONSOL Energy Inc.                10-Q        3/31/22   90:8M                                     RDG Filings/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    945K 
 2: EX-10.2     Material Contract                                   HTML     47K 
 3: EX-10.3     Material Contract                                   HTML     48K 
 4: EX-10.4     Material Contract                                   HTML     32K 
 9: EX-95       Mine-Safety Disclosure                              HTML     80K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
15: R1          Document And Entity Information                     HTML     78K 
16: R2          Consolidated Statements of Income (Unaudited)       HTML    103K 
17: R3          Consolidated Statements of Comprehensive Income     HTML     51K 
                (Unaudited)                                                      
18: R4          Consolidated Statements of Comprehensive Income     HTML     28K 
                (Unaudited) (Parentheticals)                                     
19: R5          Consolidated Balance Sheets (Current Period         HTML    170K 
                Unaudited)                                                       
20: R6          Consolidated Balance Sheets (Current Period         HTML     32K 
                Unaudited) (Parentheticals)                                      
21: R7          Consolidated Statements of Stockholders' Equity     HTML     72K 
                (Unaudited)                                                      
22: R8          Consolidated Statements of Stockholders' Equity     HTML     29K 
                (Unaudited) (Parentheticals)                                     
23: R9          Consolidated Statements of Cash Flows (Unaudited)   HTML    130K 
24: R10         Note 1 - Basis of Presentation                      HTML     60K 
25: R11         Note 2 - Revenue from Contracts with Customers      HTML     65K 
26: R12         Note 3 - Miscellaneous Other Income                 HTML     36K 
27: R13         Note 4 - Components of Pension and Other            HTML     49K 
                Post-employment Benefit (OPEB) Plans Net Periodic                
                Benefit Costs                                                    
28: R14         Note 5 - Components of Coal Workers'                HTML     43K 
                Pneumoconiosis (CWP) and Workers' Compensation Net               
                Periodic Benefit Costs                                           
29: R15         Note 6 - Income Taxes                               HTML     33K 
30: R16         Note 7 - Credit Losses                              HTML     37K 
31: R17         Note 8 - Inventories                                HTML     34K 
32: R18         Note 9 - Accounts Receivable Securitization         HTML     31K 
33: R19         Note 10 - Property, Plant and Equipment             HTML     42K 
34: R20         Note 11 - Other Accrued Liabilities                 HTML     43K 
35: R21         Note 12 - Long-term Debt                            HTML     70K 
36: R22         Note 13 - Commitments and Contingent Liabilities    HTML     72K 
37: R23         Note 14 - Derivatives                               HTML     42K 
38: R24         Note 15 - Fair Value of Financial Instruments       HTML     54K 
39: R25         Note 16 - Segment Information                       HTML    153K 
40: R26         Note 17 - Stock and Debt Repurchases                HTML     34K 
41: R27         Significant Accounting Policies (Policies)          HTML     67K 
42: R28         Note 1 - Basis of Presentation (Tables)             HTML     47K 
43: R29         Note 2 - Revenue from Contracts with Customers      HTML     52K 
                (Tables)                                                         
44: R30         Note 3 - Miscellaneous Other Income (Tables)        HTML     35K 
45: R31         Note 4 - Components of Pension and Other            HTML     44K 
                Post-employment Benefit (OPEB) Plans Net Periodic                
                Benefit Costs (Tables)                                           
46: R32         Note 5 - Components of Coal Workers'                HTML     45K 
                Pneumoconiosis (CWP) and Workers' Compensation Net               
                Periodic Benefit Costs (Tables)                                  
47: R33         Note 7 - Credit Losses (Tables)                     HTML     30K 
48: R34         Note 8 - Inventories (Tables)                       HTML     34K 
49: R35         Note 10 - Property, Plant and Equipment (Tables)    HTML     39K 
50: R36         Note 11 - Other Accrued Liabilities (Tables)        HTML     42K 
51: R37         Note 12 - Long-term Debt (Tables)                   HTML     47K 
52: R38         Note 13 - Commitments and Contingent Liabilities    HTML     57K 
                (Tables)                                                         
53: R39         Note 14 - Derivatives (Tables)                      HTML     37K 
54: R40         Note 15 - Fair Value of Financial Instruments       HTML     49K 
                (Tables)                                                         
55: R41         Note 16 - Segment Information (Tables)              HTML    148K 
56: R42         Note 1 - Basis of Presentation (Details Textual)    HTML     30K 
57: R43         Note 1 - Basis of Presentation - Schedule of        HTML     30K 
                Antidilutive Securities (Details)                                
58: R44         Note 1 - Basis of Presentation - Schedule of Basic  HTML     58K 
                and Dilutive Earnings Per Share (Details)                        
59: R45         Note 2 - Revenue from Contracts with Customers      HTML     34K 
                (Details Textual)                                                
60: R46         Note 2 - Revenue from Contracts with Customers:-    HTML     47K 
                Disaggregation of Revenue (Details)                              
61: R47         Note 3 - Miscellaneous Other Income -               HTML     35K 
                Miscellaneous Other Income (Loss) (Details)                      
62: R48         Note 4 - Components of Pension and Other            HTML     48K 
                Post-employment Benefit (OPEB) Plans Net Periodic                
                Benefit Costs - Components of Net Periodic Benefit               
                (Credit) Cost (Details)                                          
63: R49         Note 5 - Components of Coal Workers'                HTML     43K 
                Pneumoconiosis (CWP) and Workers' Compensation Net               
                Periodic Benefit Costs - Schedule of Components of               
                Net Periodic Benefit Costs (Details)                             
64: R50         Note 6 - Income Taxes (Details Textual)             HTML     40K 
65: R51         Note 7 - Credit Losses (Details Textual)            HTML     34K 
66: R52         Note 7 - Credit Losses - Allowance for Credit       HTML     33K 
                Losses by Portfolio (Details)                                    
67: R53         Note 8 - Inventories - Inventories (Details)        HTML     31K 
68: R54         Note 9 - Accounts Receivable Securitization         HTML     49K 
                (Details Textual)                                                
69: R55         Note 10 - Property, Plant and Equipment (Details    HTML     31K 
                Textual)                                                         
70: R56         Note 10 - Property, Plant and Equipment -           HTML     41K 
                Property, Plant and Equipment (Details)                          
71: R57         Note 11 - Other Accrued Liabilities - Other         HTML     45K 
                Accrued Liabilities (Details)                                    
72: R58         Note 12 - Long-term Debt (Details Textual)          HTML    189K 
73: R59         Note 12 - Long-term Debt - Long-term Debt           HTML     49K 
                (Details)                                                        
74: R60         Note 12 - Long-term Debt - Long-term Debt           HTML     46K 
                (Details) (Parentheticals)                                       
75: R61         Note 13 - Commitments and Contingent Liabilities    HTML     34K 
                (Details Textual)                                                
76: R62         Note 13 - Commitments and Contingent Liabilities -  HTML     53K 
                Material Adverse Effect on Company's Financial                   
                Condition (Details)                                              
77: R63         Note 14 - Derivatives (Details Textual)             HTML     35K 
78: R64         Note 14 - Derivatives - Fair Value of Derivatives   HTML     40K 
                (Details)                                                        
79: R65         Note 15 - Fair Value of Financial instruments -     HTML     37K 
                Financial Instruments Measured at Fair Value                     
                (Details)                                                        
80: R66         Note 15 - Fair Value of Financial instruments -     HTML     29K 
                Schedule of Fair Value of Financial Instruments                  
                (Details)                                                        
81: R67         Note 16 - Segment Information (Details Textual)     HTML     25K 
82: R68         Note 16 - Segment Information - Industry Segment    HTML     81K 
                (Details)                                                        
83: R69         Note 16 - Segment Information - Segment Revenue     HTML     41K 
                (Details)                                                        
84: R70         Note 16 - Segment Information - Adjusted EBITDA     HTML     82K 
                (Details)                                                        
85: R71         Note 17 - Stock and Debt Repurchases (Details       HTML     35K 
                Textual)                                                         
88: XML         IDEA XML File -- Filing Summary                      XML    165K 
86: XML         XBRL Instance -- ceix20220331_10q_htm                XML   1.84M 
87: EXCEL       IDEA Workbook of Financial Reports                  XLSX     88K 
11: EX-101.CAL  XBRL Calculations -- ceix-20220331_cal               XML    169K 
12: EX-101.DEF  XBRL Definitions -- ceix-20220331_def                XML   1.29M 
13: EX-101.LAB  XBRL Labels -- ceix-20220331_lab                     XML    969K 
14: EX-101.PRE  XBRL Presentations -- ceix-20220331_pre              XML   1.32M 
10: EX-101.SCH  XBRL Schema -- ceix-20220331                         XSD    204K 
89: JSON        XBRL Instance as JSON Data -- MetaLinks              392±   600K 
90: ZIP         XBRL Zipped Folder -- 0001437749-22-010570-xbrl      Zip    230K 


‘EX-10.4’   —   Material Contract


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Exhibit 10.4

 

CONSOL Energy Inc.

2022 Executive Short-Term Incentive Program

 

 

TERMS AND CONDITIONS

 

 

 

 

1.

Terms and Conditions: Awards under the 2022 Short-term Incentive Program (the “2022 STIC” or “STIC”) are made under the 2022 CONSOL Energy Inc. Omnibus Incentive Plan (the “Plan”), and subject in all respect to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “Terms and Conditions”) by reference. In the event of a conflict between one or more of these Terms and Conditions, the provisions of the Plan shall generally control; provided that the terms of any written individual Agreement entered into between the Company and eligible employee approved by the Committee shall supersede these Terms and Conditions so long as consistent with the Plan. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.

 

 

2.

Eligibility: Executive officers and such other employees of the Company, as determined by the Chief Executive Officer, shall be eligible to participate in the STIC (“Participants”). No Participant shall have the right automatically, and participation in the STIC in any one performance period (defined below in Section 5) does not entitle an individual to participation in future performance periods.

 

 

3.

Administration: The Committee shall have full power and discretionary authority to decide all matters relating to the administration and interpretation of the STIC; provided, however that the day-to- day management of the STIC may be delegated to the Company’s Officers.

 

 

4.

Plan Year or Performance Period: The STIC is effective from January 1 to December 31, 2022, which is the period in relation to any award for which performance shall be evaluated.

 

 

5.

Performance Funding and Goals: The STIC is primarily funded based on the attainment of pre-established performance goals established by the Committee at the commencement of the Performance Period. Actual performance against these goals is used to measure the Company’s financial performance during the Plan Year (subject to appropriate threshold, target and maximum performance levels) established by the Committee. Funding may be adjusted by other factors including but not limited to individual employee performance factors as determined by the Committee in its sole discretion. For the 2022 Performance Period, the pre-established Performance Goals relate to (i) Unit Cost weighted at thirty-five percent (35%), (ii) Incentive Compensation Free Cash Flow weighted at thirty-five percent (35%) and (iii) gross number of permit effluent limit exceedances weighted at ten percent (10%), with the remaining twenty percent (20%) attributable to (iv) an individual employee performance score discussed below.

 

 

6.

Target Award Opportunity: Each Participant shall have an annual/ short-term incentive target for the Plan Year equal to a percentage of his or her annual base salary. Generally, the STIC incentive earned shall be calculated based on the base salary and short-term incentive target in effect on December 31, 2022; provided, however, that payouts may be prorated in such cases where there is a mid-year promotion, hiring or change in base salary rate or incentive target. Any such proration is subject to the discretion of senior management and Committee approval (if affecting an executive officer, whose compensation must be approved by the Committee).

 

 

7.

Individual Participant Performance: A Participant’s STIC payout will be adjusted by his or her individual performance, which may include his or her contributions to the Company’s overall performance relating to safety, environmental or other value added initiatives of priority to the Company during the Plan Year.

 

 

8.

Determination of STIC Awards: Except as otherwise provided for in Section 9 below, the Committee shall generally approve the extent to which the Performance Goals have been achieved after the end of the Performance Period and authorize payments prior to March 15, of the calendar year immediately following the end of the Performance Period.

 

 

9.

Timing of Payment: Generally, after determining that the applicable Performance Goals have been achieved, the Committee shall also authorize payment of any STIC incentives (in cash) to Participants. Payment shall be made as soon as administratively possible after the close of the Performance Period, but in no event later than the immediately next following March 15. Notwithstanding the above, the Committee may in its discretion choose to authorize quarterly payments of the STIC during the Performance Period based on attainment of the Performance Goals as of the date of payment.

 

 

10.

Termination of Employment: In the event that a Participant terminates employment for any reason prior to the end of a Performance Period (other than on account of death) the Participant’s right to receive a STIC payment shall be forfeited. In the event of the Participant’s death prior to the end of the Performance Period, the STIC payout may be prorated, subject to the discretion of senior management and Committee approval (if affecting an executive officer, whose compensation must be approved by the Committee).

 

 

11.

Clawback: All STIC payment shall be subject to the Plan’s Clawback.

 

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
12/31/22
Filed on:5/3/224,  8-K
For Period end:3/31/22
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/09/24  CONSOL Energy Inc.                10-K       12/31/23  140:15M
 2/10/23  CONSOL Energy Inc.                10-K       12/31/22  146:64M


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/11/22  CONSOL Energy Inc.                10-K       12/31/21  148:34M                                    RDG Filings/FA
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