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SEC Filings

DEF 14A
ARCH COAL INC filed this Form DEF 14A on 03/18/2019
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      holders of our common stock immediately prior to the merger maintain substantially the same proportionate ownership of the common stock of the surviving entity immediately after the merger;

    the sale, lease, exchange or other transfer of all or substantially all of our assets;

    the approval by our stockholders of a plan of liquidation or dissolution; or

    the failure of our directors to constitute a majority of our Board at any time during any two consecutive years.

        If we terminate an NEO for reasons other than cause following a change in control or if the NEO terminates his employment for good reason during the two years following a change in control, then, under the terms of the change in control agreement, we will pay the executive a lump sum cash amount equal to the following:

    two times (three times for Mr. Eaves) the executive's highest annual base salary during the preceding three years;

    two times (three times for Mr. Eaves) the higher of the executive's annual cash incentive award for the most recent year or the average annual cash incentive award for the three years preceding the date of termination;

    the full amount of any long-term cash and equity-based awards and a pro rata portion of any amounts to which the executive would be entitled under our annual cash incentive awards;

    18 times the effective monthly COBRA rate;

    24 times (36 times for Mr. Eaves) the applicable monthly life insurance premium rate;

    the matching contribution under our defined contribution plan and non-qualified executive deferred compensation plan and the annual interest credit amounts under our defined benefit plans as if the executive continued to participate in those plans for a period of 24 months (36 months for Mr. Eaves); and

    the value of any unused vacation time.

        Also, we have agreed to reimburse each NEO for the cost of financial counseling services (up to a maximum of $5,000) for a period of 24 months (36 months for Mr. Eaves), and the cost of reasonable outplacement services for a period of 24 months (36 months for Mr. Eaves).

        The RSU award agreements provide for accelerated vesting immediately on a change in control (see below under "Potential Payments upon Change in Control"). As a result, the NEOs would not receive any additional benefits with respect to their RSUs on termination of employment following a change in control.

        The retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018 provide for accelerated vesting immediately on a change in control (see below under "Potential Payments upon Change in Control"). As a result, these executives would not receive any additional benefits with respect to their retention awards on termination of service following a change in control.

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