Contract
Exhibit 10.45
2009 AMENDMENT TO
STOCK GRANT AGREEMENT
STOCK GRANT AGREEMENT
This 2009 Amendment (the “Amendment”) is entered into effective December 31, 2009, and amends
the Stock Grant Agreement dated as of October 1, 2003 (the “Grant Agreement”) between Peabody
Energy Corporation (the “Company”) and Xxxxxxx X. Xxxxx (the “Grantee”).
RECITALS
WHEREAS, the Board of Directors of the Company deems it appropriate and in the best
interests of the Company and the Grantee to amend the Grant Agreement as described herein,
effective on the date set forth above;
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, the parties hereby agree as follows:
1. Section 1.3 of the Grant Agreement, which defines “Cause,” is revised to read in
its entirety as follows:
Section 1.3 — “Cause” shall mean “Cause” as defined in Grantee’s employment
agreement with the Company.
2. Section 1.8 of the Grant Agreement, which defines “Good Reason,” is revised to read in its entirety as follows:
Section 1.8 — “Good Reason” shall mean “Good Reason” as defined in Grantee’s
employment agreement with the Company.
3. Section 3.3 of the Grant Agreement, which sets forth the vesting conditions for
the award, is revised so the first sentence reads as follows:
Unless otherwise provided in this Agreement, the Company Stock shall become vested
and nonforfeitable on December 31, 2010.
4. Section 3.3(f) of the Grant Agreement is revised to read in its entirety as follows:
(f) In the event that Grantee’s employment with the Company is terminated for
any other reason, all unvested Company Stock previously granted to Grantee shall be
immediately forfeited unless otherwise provided in Grantee’s employment agreement
with the Company in effect on the date of his employment termination.
5. In all other respects, the Grant Agreement shall remain unchanged and in full force and
effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Amendment has been executed and delivered by the parties hereto
on the date first set forth above.
| PEABODY ENERGY CORPORATION | ||||||
| By: Name: |
/s/ W. A. Xxxxx
|
|||||
| Its: | Chair, Compensation Committee | |||||
| /s/ X. X. Xxxxx | ||||
| XXXXXXX X. XXXXX | ||||
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