Contract
Exhibit 10.48
2009 AMENDMENT TO
2008 PERFORMANCE UNITS AGREEMENT
2008 PERFORMANCE UNITS AGREEMENT
This 2009 Amendment (the “Amendment”) is entered into effective December 31, 2009, and amends
the Performance Units Agreement dated January 2, 2008 (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 the Grantee’s
employment agreement with the Company.
2. Section 1.7 of the Grant Agreement, which defines “Determination Date,”
is revised to read in its entirety as follows:
Section 1.7 — “Determination Date” shall mean the earliest to occur of the
following events: (i) December 31, 2010; (ii) a Termination of Employment on account
of death, Disability or Retirement (unless otherwise provided in the Grantee’s
employment agreement with the Company with respect to Retirement); (iii) a
Termination of Employment by the Company without Cause, or by the Grantee for Good
Reason (unless otherwise provided in the Grantee’s employment agreement with the
Company); or (iv) a Change of Control.
3. Section 1.15 of the Grant Agreement, which defines “Retirement,”
is revised to read in its entirety as follows:
Section 1.15 — “Retirement” shall mean “Retirement” as defined in the
Grantee’s employment agreement with the Company.
4. Section 3.2 of the Grant Agreement, which sets forth vesting and termination
conditions for the award, is revised in the following respects:
a. Paragraph (b) is modified to add the phrase “unless otherwise provided in
the Grantee’s employment agreement with the Company in effect on the date of his
employment termination” before the word “upon.”
b. Paragraph (c) is modified to add the phrase “unless otherwise provided in
the Grantee’s employment agreement with the Company in effect on the date of his
employment termination” before the word “upon.”
5. In all other respects, the Grant Agreement shall remain unchanged and in full
force and effect.
[SIGNATURE PAGE FOLLOWS]
2
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 | ||||
3
