Exhibit 10.16
PEABODY ENERGY CORPORATION
AMENDMENT TO THE NON-QUALIFIED STOCK OPTION AGREEMENT ("AMENDMENT")
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this
"Amendment") dated as of May 18, 2001, is made by and between Peabody Energy
Corporation, a Delaware corporation (the "Company") and the undersigned employee
of the Company or one of its subsidiaries or affiliates (the "Optionee").
WHEREAS, pursuant to Section 5.7 of the Option Agreement, the Company
and the Optionee have the power to amend the Option Agreement if they deem it
appropriate;
WHEREAS, concomitantly herewith, that certain Stockholders Agreement
dated as of May 19, 1998, among the Company, the Optionee and other parties
thereto (the "Stockholders Agreement") is amended to clarify certain rights
granted thereunder to Management Investors and their Permitted Transferees (as
such terms are defined in the Stockholders Agreement); and
WHEREAS, the Company and the Optionee desire to amend the Option
Agreement to reflect certain additional changes agreed upon by the parties to
the Stockholders Agreement;
NOW, THEREFORE, the Option Agreement is hereby amended as follows:
I.
Section 3.4(c) of the Option Agreement, as previously amended, is
further amended by deleting subsection 3.4(c)(i) in its entirety and replacing
it with the following:
"(i) upon completion of an IPO on or before July 31, 2001, at least 50%
of the shares subject to the Superperformance Option I shall vest and
the balance shall vest in accordance with the IRR chart set forth in
Section 3.3 above".
IN WITNESS WHEREOF, this Amendment has been executed and delivered by
the parties hereto.
PEABODY ENERGY CORPORATION
By: ________________________________
Title: VP - Human Resources
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Optionee Signature
________________________________
Optionee Name (Please Print)
