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SEC Filings

ARCH COAL INC filed this Form DEF 14A on 03/18/2019
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    For the performance-based RSU awards, the service condition will be deemed attained with respect to a prorated portion of the RSUs (based on the portion of the three-year performance period that the NEO was employed), and such prorated portion of the award will remain subject to the VWAP performance condition. The remaining portion of the award will be forfeited.

        The retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018 provide for the following treatment if the executive's service with us is terminated by us without cause or by the executive for good reason:

    For the cash-based retention award, any unpaid portion of the award will be paid within 35 days following the effective date of such termination.

    For the retention RSU award, the unvested portion of the RSUs will vest in full and be settled in shares.

        The following table shows the amounts that each of the NEOs would have received if we had terminated his employment for reasons other than cause prior to a change in control on December 31, 2018.

  John W. Eaves   John T. Drexler   Paul A. Lang   John A. Ziegler, Jr.   Robert G. Jones  

Cash payments:


Cash severance

  $ 3,894,605   $ 1,374,602   $ 1,792,499   $ 743,103   $ 891,724  

Healthcare coverage

  $ 27,712   $ 26,514   $ 26,514     26,514   $ 18,475  

Life insurance premiums

  $ 75,120   $ 8,040   $ 22,776   $ 10,044   $ 33,804  

Incentive awards(1)

  $ 2,203,750   $ 963,150   $ 1,305,000   $ 506,250   $ 607,500  

Retention awards

  $ 750,000   $ 575,000   $ 340,000   $ 0   $ 0  

Retirement benefits

  $ 806,091   $ 162,913   $ 257,131   $ 93,711   $ 153,270  

Financial counseling and outplacement services

  $ 30,000   $ 20,000   $ 20,000   $ 20,000   $ 20,000  

Accrued vacation


Acceleration of equity awards:(2)


Restricted stock units (time-based)

  $ 3,704,413   $ 1,440,104   $ 2,169,484   $ 495,331   $ 535,308  

Restricted stock units (performance-based)

  $ 3,508,949   $ 1,169,428   $ 1,885,491   $ 696,194   $ 723,230  


  $ 15,000,640   $ 5,739,751   $ 7,818,895   $ 2,591,147   $ 2,983,311  

For purposes of estimating the amounts payable under our annual cash incentive awards or our long-term cash incentive awards, we have assumed that we achieved target levels of performance under those awards.

For purposes of estimating the amounts payable under the restricted stock unit awards, we have assumed a share price of $82.99 (which was the closing price on the last trading day of 2018). In addition, for the performance-based awards, we have assumed that the performance goals were achieved at the following levels: 60.70% for the 2016 award and 71.20% for the 2017 award, both of which reflect the percentages that would have been achieved based on the VWAP calculations up through December 31, 2018, and 45.00% for the 2018 award, which reflects threshold performance although such performance level had not yet been achieved as of December 31, 2018. The award agreements provide that, upon termination for reasons other than cause prior to a change in control, the performance-based awards will remain subject to the performance condition (meaning that the actual percentage at which the performance goal is achieved will be determined based on the highest VWAP in the stated performance periods).

        Termination in connection with a change in control —  Under the change in control agreements, each of the NEOs may be entitled to certain benefits if we terminate the executive's employment for reasons other than cause following a change in control or if the executive terminates his employment for "good reason" (as defined in the executive's change in control agreement) during the two years following a change in control.

        The change in control agreements define a "change in control" to mean any of the following:

    a consolidation, merger or similar transaction in which we do not survive or in which shares of our common stock are converted into cash, securities or other property, other than a merger in which the


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