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SEC Filings

ARCH COAL INC filed this Form DEF 14A on 03/18/2019
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        With respect to the retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018, any unpaid or unvested portion of the awards will be forfeited if the executive's service is terminated as a result of his retirement.

        The following table shows the amounts each NEO would have received if his employment had terminated on December 31, 2018 as a result of his retirement:

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

Cash payments:


Cash severance


Healthcare coverage


Life insurance premiums


Incentive awards(1)

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

Retention awards


Retirement benefits


Financial counseling and outplacement services


Accrued vacation


Acceleration of equity awards:(2)


Restricted stock units (time-based)

  $ 947,497   $ 397,840   $ 561,013   $ 235,902   $ 275,879  

Restricted stock units (performance-based)

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


  $ 6,660,196   $ 2,530,418   $ 3,751,504   $ 1,438,346   $ 1,606,609  

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 retirement, 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).

    Potential Payments upon Change in Control

        The RSU award agreements provide for the following treatment of the awards on a change in control:

    For the time-based RSU awards, the award will fully vest.

    For the performance-based RSU awards, the service condition will be deemed attained with respect to 100% of the RSUs. The level of attainment of the VWAP performance condition will be determined based on the greater of (i) the price or implied price per share of our common stock in such change in control or (ii) the highest VWAP for any period of 90 trading days or 45 trading days, depending on the RSU award, during the portion of the three-year performance period ending on the day prior to such change in control. To the extent that the award vests, the award will be settled as of the date of such change in control.


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