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CONSOL Energy Inc. – ‘10-Q’ for 3/31/18 – ‘EX-10.9’

On:  Thursday, 5/3/18, at 6:59am ET   ·   For:  3/31/18   ·   Accession #:  1710366-18-12   ·   File #:  1-38147

Previous ‘10-Q’:  ‘10-Q’ on 12/13/17 for 9/30/17   ·   Next:  ‘10-Q’ on 8/2/18 for 6/30/18   ·   Latest:  ‘10-Q’ on 10/31/23 for 9/30/23   ·   4 References:   

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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

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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 


‘EX-10.9’   —   Material Contract — exhibit109


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


Exhibit 10.9
CONSOL ENERGY, INC. (the “Company”)
NOTICE OF RESTRICTED STOCK UNIT (“RSU”) AWARD


Name of Grantee:    
Date of Award:    December 12, 2017
Number of Shares:    

Dear: _______,

I am delighted to inform you that the Board of Directors (“Board”) authorized an RSU award to you in connection with the Separation of the Company from CNX Resources Corp. The award covers the shares set forth above and is subject to certain terms and conditions described below. The terms and conditions (“Terms and Conditions”) pursuant to which the RSU award was made are set forth in Schedule A (“Schedule A”), attached hereto and made a part hereof. Please familiarize yourself with these terms, which include provisions relating to vesting, the company’s right to recoupment and termination of your service with the company.

By accepting this award, you acknowledge and agree to comply with the Terms and Conditions. Please sign this Notice of RSU Award and return the signed copy to Sue Modispatcher.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice of RSU Award and Terms and Conditions.



CONSOL ENERGY, INC.

BY:                     
[Name]


GRANTEE:

                    







Schedule A
 

NON-EMPLOYEE DIRECTOR
SPIN RECOGNITION AWARDS

TERMS AND CONDITIONS

1.
Terms and Conditions: This grant of service-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. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.

2.
Confirmation of Grant: Effective as December 12, 2017 (the “Award Date”), CONSOL Energy, Inc. (the “Company”) granted the Non-Employee Director whose name is set forth in the notice of grant (the “Grantee”) time-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 “RSUs”). By accepting the RSUs, the Grantee acknowledges and agrees that the RSUs are subject to the 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 RSUs until such shares of Common Stock vest and 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 RSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the RSUs and will be paid in cash at the times that the corresponding shares of Common Stock associated with the RSUs are delivered (or forfeited at the time that the RSUs are forfeited). The Grantee shall be responsible for any tax liability associated with any cash payments in accordance with Section 10 below.

4.
Automatic Forfeiture: The RSUs (including any RSUs that have vested but not yet been settled) will automatically be forfeited and all rights of the Grantee to the RSUs shall terminate under any of the following circumstances:

a.
The Grantee’s service with the Company as a Non-employee Director is terminated by the Company for Cause.

b.
The Committee requires recoupment of the RSUs in accordance with any recoupment policy





adopted or amended by the Company from time to time or in accordance with the Plan.

Transferability: The RSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.

5.
Vesting: The RSUs shall vest in full on the first anniversary date of the Award Date; provided that the Grantee continues to serve as a Non-Employee Director with the Company through such date. In the event the Grantee ceases to be a Non-Employee Director for any reason before the first anniversary of the Award Date other than as described in Sections 4 and 7, a number of the RSUs (rounded up to the nearest whole number) awarded to the Grantee shall become vested on a pro rata basis equal to the total number of RSUs granted on the Award Date, multiplied by a fraction the numerator of which is equal to the number of full months that have elapsed from the Award Date and the denominator of which is 12, and any remaining portion of the RSUs shall be forfeited and, the vested RSUs shall be settled as described in Section 9 below.

6.
Termination of Service: If, prior to the first anniversary of the Award Date, (i) the Grantee’s service with the Company is terminated by reason of death or Disability (as defined below), the RSUs shall become vested in full and settled as described in Section 9 below. For purposes of these Terms and Conditions “Disability” means permanently and totally disabled in accordance with Section 409A of the Internal Revenue Code.

7.
Change in Control: In the event of a Change in Control, Section 12 of the Plan shall control and Section 12 of the Plan shall supersede Sections 7 and 8 of these Terms and Conditions; provided, however, in the event that, following a Change in Control in which the RSUs are assumed, the Grantee’s service is terminated by reason of the Grantee’s death or Disability, the RSUs shall vest in full and be settled as provided in Section 9 of these Terms and Conditions.

8.
Settlement: Any RSUs not previously forfeited shall be settled by delivery of one share of Common Stock for each RSU being settled. The RSUs shall be settled as soon as practicable after the applicable vesting date (including without limitation for this purpose vesting upon the Grantee’s termination of service as provided in Section 7 and 8, but in no event later than 60 days after the applicable vesting date. Notwithstanding the foregoing, to the extent that the RSUs 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, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as a result of a separation from service (as defined in Section 409A of the Internal Revenue Code).

9.
Tax Withholding: The Grantee as a Non-Employee Director is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the RSUs, and as such the Company has no withholding obligation associated with the vested RSUs.

10.
No Right to Continued Service: The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates retaining the Grantee to terminate or change the terms of the Grantee’s service with the Company.

11.
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.
12.
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.




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/3/188-K
For Period end:3/31/18
12/12/174,  4/A
 List all Filings 


4 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
 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
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Filing Submission 0001710366-18-000012   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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