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SEC Filings

DEF 14A
ARCH COAL INC filed this Form DEF 14A on 03/18/2019
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Table of Contents

2018 Retention Awards

        Our Board is keenly focused on senior management succession planning. In consultation with LB, in October 2018 the Board determined to grant one-time retention awards, payable in the form of cash and time-based RSUs, to each of Messrs. Eaves, Drexler and Lang to facilitate the retention of these executives and in execution of the Company's long-term succession plan. These awards represent the Board's increasing focus on the need to retain the key executives who currently lead the Company, as well as executives who may succeed to the key leadership positions in the future.

        The cash-based retention award will become payable in three equal installments on each of October 25, 2019, 2020 and 2021, subject to the executive's continued service with us through each applicable vesting date.

        The time-based retention RSUs vest as to 20%, 30% and 50% of the award on October 25, 2019, 2020 and 2021, respectively, subject to the executive's continued service with us through each applicable vesting date.

        The retention awards are subject to accelerated vesting and payment under certain circumstances as described in more detail below in the section entitled "Potential Payments upon Termination of Employment or Change in Control."

        The following table sets forth the amount of each retention award granted to Messrs. Eaves, Drexler and Lang:

Named Executive Officer
  Cash Amount   RSU Value(1)  

John W. Eaves

  $ 750,000   $ 1,461,200  

John T. Drexler

  $ 340,000   $ 647,424  

Paul A. Lang

  $ 480,000   $ 939,664  

(1)
These values resulted in a grant of 16,250, 7,200 and 10,450 time-based RSUs to each of Messrs. Eaves, Drexler and Lang, respectively.

Other Benefits

        Executive Benefits —  We provide a limited number of executive benefits such as financial planning services to our NEOs and certain other key employees. The purpose of these benefits is to attract and retain executives with a comprehensive compensation package. Executive benefits are taxable to the executives. Executives do not receive any tax gross-up payments on these benefits.

        Participation in Benefit Plans and Other Compensation Arrangements —  Each of our NEOs is eligible to participate in the same health and welfare plans as our other eligible employees. These plans include medical and dental insurance, life, travel and accidental death and dismemberment insurance, short- and long-term disability coverage and participation in our qualified defined benefit pension plan (which was frozen at the end of 2014) and a 401(k) plan. The following is a summary of certain benefit plans and other compensation arrangements available to our NEOs but for which our other employees generally may not be eligible:

        Supplemental Retirement Plan Benefits —  We maintain a supplemental retirement plan that historically provided eligible employees, including the NEOs, with retirement benefits that would otherwise have been available under our defined benefit pension plan but for certain limitations contained in the Internal Revenue Code. We froze this supplemental retirement plan on December 31, 2014, the same date that we froze our

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