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As Of Filer Filing For·On·As Docs:Size 5/03/18 CONSOL Energy Inc. 10-Q 3/31/18 97:12M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 853K
2: EX-10.1 Material Contract -- exhibit101 HTML 145K
11: EX-10.10 Material Contract -- exhibit1010 HTML 60K
3: EX-10.2 Material Contract -- exhibit102 HTML 137K
4: EX-10.3 Material Contract -- exhibit103 HTML 136K
5: EX-10.4 Material Contract -- exhibit104 HTML 139K
6: EX-10.5 Material Contract -- exhibit105 HTML 137K
7: EX-10.6 Material Contract -- exhibit106 HTML 134K
8: EX-10.7 Material Contract -- exhibit107 HTML 56K
9: EX-10.8 Material Contract -- exhibit108 HTML 59K
10: EX-10.9 Material Contract -- exhibit109 HTML 42K
16: EX-95 Mine-Safety Disclosure HTML 67K
12: EX-31.1 Certification -- §302 - SOA'02 -- exhibit311 HTML 33K
13: EX-31.2 Certification -- §302 - SOA'02 -- exhibit312 HTML 33K
14: EX-32.1 Certification -- §906 - SOA'02 -- exhibit321 HTML 27K
15: EX-32.2 Certification -- §906 - SOA'02 -- exhibit322 HTML 27K
23: R1 Document and Equity Information HTML 45K
24: R2 Consolidated Statements of Income HTML 83K
25: R3 Consolidated Statements of Comprehensive Income HTML 46K
26: R4 Consolidated Statements of Comprehensive Income - HTML 28K
Parenthetical
27: R5 Consolidated Balance Sheets HTML 133K
28: R6 Consolidated Balance Sheets - Parenthetical HTML 35K
29: R7 Consolidated Statements of Stockholders' Equity HTML 60K
30: R8 COMBINED STATEMENTS OF EQUITY - Parenthetical HTML 32K
31: R9 Consolidated Statements of Cash Flows HTML 114K
32: R10 Basis of Presentation HTML 85K
33: R11 Revenue HTML 45K
34: R12 Miscellaneous Other Income HTML 40K
35: R13 Components of Pension and Other Post-Employment HTML 51K
Benefit (Opeb) Plans Net Periodic Benefit Costs
36: R14 Components of Coal Workers’ Pneumoconiosis (Cwp) HTML 48K
and Workers’ Compensation Net Periodic Benefit
Costs
37: R15 Income Taxes HTML 38K
38: R16 Inventories HTML 36K
39: R17 Accounts Receivable Securitization HTML 33K
40: R18 Property, Plant and Equipment HTML 45K
41: R19 Other Accrued Liabilities HTML 50K
42: R20 Long-Term Debt HTML 57K
43: R21 Commitments and Contingent Liabilities HTML 94K
44: R22 Segment Information HTML 110K
45: R23 Fair Value of Financial Instruments HTML 54K
46: R24 Guarantor Subsidiaries Financial Information HTML 721K
47: R25 Related Party Transactions HTML 73K
48: R26 Stock Repurchase HTML 30K
49: R27 Subsequent Events HTML 29K
50: R28 Basis of Presentation (Policies) HTML 57K
51: R29 Basis of Presentation (Tables) HTML 57K
52: R30 Revenue (Tables) HTML 33K
53: R31 Miscellaneous Other Income (Tables) HTML 39K
54: R32 Components of Pension and Other Post-Employment HTML 52K
Benefit (Opeb) Plans Net Periodic Benefit Costs
(Tables)
55: R33 Components of Coal Workers’ Pneumoconiosis (Cwp) HTML 49K
and Workers’ Compensation Net Periodic Benefit
Costs (Tables)
56: R34 Inventories (Tables) HTML 36K
57: R35 Property, Plant and Equipment (Tables) HTML 42K
58: R36 Other Accrued Liabilities (Tables) HTML 50K
59: R37 Long-Term Debt (Tables) HTML 48K
60: R38 Commitments and Contingent Liabilities (Tables) HTML 78K
61: R39 Segment Information (Tables) HTML 112K
62: R40 Fair Value of Financial Instruments (Tables) HTML 49K
63: R41 Guarantor Subsidiaries Financial Information HTML 710K
(Tables)
64: R42 Related Party Transactions (Tables) HTML 35K
65: R43 BASIS OF PRESENTATION - Narrative (Details) HTML 53K
66: R44 BASIS OF PRESENTATION - Schedule of Antidilutive HTML 34K
Securities (Details)
67: R45 BASIS OF PRESENTATION - Schedule of Basic and HTML 56K
Dilutive Earnings Per Share (Details)
68: R46 Revenue (Details) HTML 35K
69: R47 Miscellaneous Other Income (Details) HTML 40K
70: R48 Components of Pension and Other Post-Employment HTML 46K
Benefit (OPEB) PLANS NET PERIODIC BENEFIT COSTS -
Schedule of Components of Net Periodic Benefit
(Credit) Cost (Details)
71: R49 Components of Coal Workers’ Pneumoconiosis (Cwp) HTML 43K
and Workers’ Compensation Net Periodic Benefit
Costs (Details)
72: R50 Income Taxes (Details) HTML 34K
73: R51 Inventories (Details) HTML 34K
74: R52 Accounts Receivable Securitization (Details) HTML 45K
75: R53 Property, Plant and Equipment (Details) HTML 54K
76: R54 Other Accrued Liabilities (Details) HTML 67K
77: R55 LONG-TERM DEBT - Schedule of Long-term Debt HTML 66K
(Details)
78: R56 LONG-TERM DEBT - Narrative (Details) HTML 81K
79: R57 COMMITMENTS AND CONTINGENT LIABILITIES - Narrative HTML 38K
(Details)
80: R58 COMMITMENTS AND CONTINGENT LIABILITIES - Schedule HTML 65K
of Commitment Expiration (Details)
81: R59 SEGMENT INFORMATION - Narrative (Details) HTML 27K
82: R60 SEGMENT INFORMATION - Schedule of Industry Segment HTML 66K
Results (Details)
83: R61 SEGMENT INFORMATION - Schedule of Total Assets HTML 41K
(Details)
84: R62 FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of HTML 37K
Financial Instruments Measured at Fair Value
(Details)
85: R63 FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of HTML 35K
Fair Value of Financial Instruments (Details)
86: R64 GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION - HTML 42K
Narrative (Details)
87: R65 GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION - HTML 114K
Income Statement (Details)
88: R66 GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION - HTML 202K
Balance Sheet (Details)
89: R67 GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION - HTML 128K
Condensed Statement of Cash Flows (Details)
90: R68 GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION - HTML 70K
Statement of Comprehensive Income (Details)
91: R69 RELATED PARTY TRANSACTIONS - Narrative (Details) HTML 120K
92: R70 RELATED PARTY TRANSACTIONS - Schedule of Related HTML 34K
Party Disclosures (Details)
93: R71 Stock Repurchase (Details) HTML 38K
94: R72 Subsequent Events (Details) HTML 31K
96: XML IDEA XML File -- Filing Summary XML 159K
95: EXCEL IDEA Workbook of Financial Reports XLSX 101K
17: EX-101.INS XBRL Instance -- ceix-20180331 XML 3.80M
19: EX-101.CAL XBRL Calculations -- ceix-20180331_cal XML 257K
20: EX-101.DEF XBRL Definitions -- ceix-20180331_def XML 763K
21: EX-101.LAB XBRL Labels -- ceix-20180331_lab XML 1.53M
22: EX-101.PRE XBRL Presentations -- ceix-20180331_pre XML 1.02M
18: EX-101.SCH XBRL Schema -- ceix-20180331 XSD 171K
97: ZIP XBRL Zipped Folder -- 0001710366-18-000012-xbrl Zip 272K
| Exhibit |
1. | Terms and Conditions: This grant of performance-based Restricted Stock Units is made under the CONSOL Energy, Inc. Omnibus Performance Incentive Plan, (the “Plan”), and is subject in all respects 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 provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern; provided that the terms of any individual written Agreement entered into by the Company and the Grantee 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. | Confirmation of Grant: Effective as of ________, 20__ (the “Award Date”), CONSOL
Energy, Inc. (the “Company”) granted the individual whose name is set forth in the notice of grant (the “Grantee”) performance-based Restricted Stock Units with respect to a specified number of shares of Common Stock as set forth in the Grantee’s notice of grant (the “PSUs”). By accepting the PSUs, the Grantee acknowledges and agrees that the PSUs are subject to these Terms and Conditions and the terms of the Plan. |
3. | Stockholder Rights: |
a. | Except
as provided in Section 3(b) below, the Grantee will not have any stockholder rights or privileges (including voting rights) with respect to the shares of Common Stock subject to the PSUs until such shares of Common Stock are actually issued and registered in the Grantee’s name in the Company’s books and records. |
b. | If the Company declares a cash dividend on its shares of Common Stock, on the payment date of the dividend, the Grantee shall be credited with dividend equivalents equal to the amount of such cash dividend per share of Common Stock multiplied by the number of shares
of Common Stock subject to the PSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the PSUs and will be paid in cash at the time(s) that the corresponding shares of Common Stock associated with the PSUs are delivered (or forfeited at the time that the PSUs are forfeited). Such cash payment will be subject to withholding for applicable taxes. |
4. | Automatic Forfeiture: The PSUs will automatically be forfeited and all rights of the Grantee to the PSUs shall terminate under the following circumstances: |
a. | Employment
of the Grantee is terminated for Cause. |
b. | The Grantee breaches any confidentiality, non-solicitation or non-competition covenant set forth on the attached Exhibit B or in any restrictive covenants agreement between the Grantee and the Company or an affiliate. |
c. | The Committee requires recoupment of the PSUs in accordance with any recoupment policy adopted or amended by the
Company from time to time. |
5. | Restrictive Covenants: By accepting the PSUs, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached Exhibit B. If the Grantee has a written restrictive covenants agreement with the Company or an affiliate, the |
6. | Transferability: The PSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed. |
7. | Vesting: The PSUs shall vest in [XXX] increments on [insert vesting dates]
based on attainment of the performance goals set forth on the attached Exhibit A (the “Performance Goals”) during the period beginning on __________, 20__ and ending on __________, 20__ (the “Performance Period”), provided the Grantee continues to be employed by the Company through December 31 of each calendar year during the Performance Period, and provided further that no PSUs shall be settled until the Committee certifies that the Performance Goals have been attained. At the end of each calendar year during the Performance Period, the Committee shall determine whether and to what extent the Performance Goals have been met, shall certify attainment of the Performance Goals and shall authorize the settlement of PSU Awards consistent with
the achievement of the Performance Goals, which settlement shall take place as soon as practicable thereafter. The Committee shall have the discretion to reduce (including to zero) the number of PSUs that would otherwise vest upon attainment of the Performance Goals, based on such factors as the Committee deems appropriate. In the event that the Performance Goals have not been met, the PSUs shall automatically be forfeited and all rights of the Grantee to the PSUs shall terminate. Except as otherwise provided below, if the Grantee terminates employment prior to the end of any calendar year which ends within the Performance Period, the PSUs eligible for vesting shall be cancelled and all rights of the Grantee to the PSU Award shall terminate. |
8. | Termination
of Employment: If, following the Award Date and prior to the date on which the Committee Certifies the Performance Goals have been attained, (i) the Grantee’s employment is terminated by reason of death or Disability (as defined below), (ii) the Grantee’s employment is terminated (other than for Cause) upon or following the date the Grantee reaches the age of fifty-five (55) or (iii) the Grantee’s employment is involuntarily terminated without Cause, the Grantee shall earn a pro rata portion of the PSUs based on the achievement of the Performance Goals as certified by the Committee following the end of the Performance Period. The pro rata portion of the PSUs that vest shall be determined by multiplying the number of PSUs earned based on attainment of the Performance Goals, by a fraction, the numerator of which is the number of completed full months from the Award Date to the date of the Grantee’s termination of employment and the denominator
of which is 36. The vested PSUs shall be settled as described in Section 10 below. For purposes of this Award: |
9. | Settlement: The PSUs shall be settled by delivery of one share of Common Stock for each PSU earned based on the achievement of Performance Goals during the Performance Period. The PSUs shall be settled as soon as practicable after the date that the Committee certifies the Performance Goals have been achieved, but in no event later than 60 days after such date. Notwithstanding the foregoing, to the extent that the PSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code. |
10. | Change
in Control: Upon the occurrence of a Change in Control as defined in Section 17 of the Plan, and absent any provision in any agreement between the Grantee and the Company to the contrary, the PSUs shall vest in full, be free of any restrictions, and be deemed earned in an amount equal to the product obtained by multiplying (i) the full value of the PSUs with all applicable Performance Goals achieved at the greater of (A) the applicable target level and (B) the |
11. | Tax Withholding: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the PSUs. The tax withholding obligation shall be satisfied by withholding shares of Common Stock otherwise issuable in respect of the Grantee’s PSUs. Any tax withholding obligations arising upon the lapse of any risk of forfeiture (including
FICA due upon such lapse) shall be satisfied by withholding of the number of shares of Common Stock subject to the PSUs. The Company may withhold shares up to the maximum applicable withholding tax rate for federal (including FICA) state, local and foreign tax liabilities. Shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made. |
12. | No Right to Continued Employment. The Grantee understands and agrees that these Terms and Conditions do not impact the right of the
Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause. The Grantee understands and agrees that the Grantee’s employment with the Company or any of its affiliates is on an “at-will” basis. |
13. | Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions. |
14. | Severability.
In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions. |
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 2/11/22 CONSOL Energy Inc. 10-K 12/31/21 148:34M RDG Filings/FA 2/12/21 CONSOL Energy Inc. 10-K 12/31/20 145:17M RDG Filings/FA |