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SEC Filings

DEF 14A
ARCH COAL INC filed this Form DEF 14A on 03/18/2019
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        The retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018 provide for the following treatment of the awards on a change in control:

    For the cash-based retention award, any unpaid portion of the award will be paid within 30 days following the change in control.

    For the retention RSU award, the unvested portion of the RSUs will vest in full and be settled in shares on the date of such change in control.

        Under the terms of the Arch Coal, Inc. 2016 Omnibus Incentive Plan, a change in control means any of the following:

    the acquisition by any person of more than 50% of our outstanding common stock;

    a consolidation or merger in which we do not survive or in which shares of our common stock are converted to cash, securities or other property, other than a merger in which the holders of our common stock immediately prior to the merger maintain more than 50% of the ownership of common stock of the surviving corporation immediately after the merger;

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

    our stockholders approve a plan or proposal for our liquidation or dissolution; or

    during a period of two consecutive years, continuing directors cease to constitute a majority of the Board.

        The following table shows the amounts each NEO would have received if we had undergone 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

                     

Healthcare coverage

                     

Life insurance premiums

                     

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

                     

Financial counseling and outplacement services

                     

Accrued vacation

                     

Acceleration of equity awards:(2)

                               

Restricted stock units (time-based)

  $ 6,406,828   $ 2,634,933   $ 3,809,241   $ 1,203,355   $ 1,385,933  

Restricted stock units (performance-based)

  $ 6,364,538   $ 2,270,067   $ 3,514,858   $ 1,333,431   $ 1,440,567  

Total

  $ 15,725,116   $ 6,443,150   $ 8,969,099   $ 3,043,036   $ 3,434,000  

(1)
For purposes of estimating the amounts payable by us under performance unit awards, we have assumed that we achieved target levels of performance under those awards.

(2)
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.

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