Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Award Agreements under the Amended and Restated 2007 Equity Incentive Plan for
Employees and Non-Employee Directors
On June 25, 2009, the Compensation and Benefits Committee of the Board of
Directors of Westmoreland Coal Company (the "Company") adopted amendments to the
form of restricted stock agreements for employees for awards under the Company's
2007 Equity Incentive Plan for Employees and Non-Employee Directors (the "2007
Plan") and approved a new form of agreement for granting restricted stock units
("RSU") under the 2007 Plan. The amendments to the restricted stock agreement,
which form of agreement is attached hereto as Exhibit 10.1, include minor form
changes as well as a change to the definition of retirement for purposes of
vesting to define retirement as the recipient having both (1) attained the age
of 62 and (2) completed at least twenty years of employment with the Company.
These amendments will apply to restricted stock awards granted to employees on a
going-forward basis.
The Compensation and Benefits Committee approved a form of restricted stock unit
award for employees, which agreement is attached hereto as Exhibit 10.2, for
purposes of granting restricted stock unit awards out of the 2007 Plan for
purposes of long-term incentive compensation of officers and employees of the
Company. Restricted stock unit awards, each of which represents a share of the
Company's common stock, are subject to vesting. At the time of award, the
Compensation and Benefits Committee will determine the vesting schedule and any
other conditions to receipt of the shares underlying the restricted stock unit.
Restricted Stock Unit Awards
On June 17, 2009, the Compensation and Benefits Committee granted long-term
incentive RSU awards pursuant to the Company's 2007 Plan to a number of Company
employees, including executive officers. The table below sets forth the number
of RSUs that each of the Company's named executive officers is eligible to
receive as of July 1, 2009 (the "Grant Date"). The RSUs shall vest in accordance
with the following vesting schedule: one-third of the total number of RSUs shall
vest on the first anniversary of the Grant Date and one-third of the total
number of RSUs shall vest at the end of each successive twelve-month period
following the first anniversary of the Grant Date, through and including the
third anniversary of the Grant Date.
Stock Unit
Name Awards
Keith Alessi 30,000
Kevin Paprzycki 5,600
John O'Laughlin 8,400
Todd Myers 5,600
Morris W. Kegley 5,600
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