EXHIBIT 10.12
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT, made and effective as of the 1st day of March,
1992, between ARCH MINERAL CORPORATION, a Delaware corporation ("Employer"),
and XXXXXX X. XXXX ("Employee"),
WITNESSETH THAT:
WHEREAS, Employer is engaged in the business of mining and selling coal;
and
WHEREAS, Employee is an experienced executive and has been appointed
President and Chief Executive Officer of the Employer.
NOW, THEREFORE, the parties hereto do agree as follows:
1. Employment: Term: Duties. Employer hereby employs Employee and
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Employee hereby agrees to be employed by Employer for a period commencing
March 1, 1992 and ending December 31, 1994. Thereafter this Agreement shall
be renewed automatically from year to year unless at least sixty (60) days prior
to the end of the initial term or any renewal term either party shall notify
the other in writing that this Agreement shall terminate as of the end of
such initial or renewal term. Employee shall serve as President and Chief
Executive Officer or such other executive position as may be mutually agreed
upon by Employer and Employee during the term of this Agreement. Employee
shall be responsible for the management of Employer's business, and Employee
shall be privy to all executive decisions affecting the business and operations
of Employer. Employee shall be elected as a director of Employer, and Employee
will perform his management responsibilities subject to the superintending
control of the Board of Directors. Employee will devote his entire business
time and attention to the performance of his duties as an executive employee
of Employer.
Notwithstanding the foregoing provisions hereof, Employer shall have
the right to assign Employee, with his consent, to other executive duties
or offices with
Employer or, without his consent, to the office of consultant of Employer;
provided, however, that no such assignment shall affect Employee's right
to receive the compensation and all other benefits provided to him under
the terms of this Agreement.
2. Compensation. In consideration for his services and subject to
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the due performance thereof, Employer will pay to Employee a base annual
salary at the rate of Two Hundred Fifty Thousand Dollars ($250,000) per
year. This salary rate is the minimum rate that shall be paid and will be
subject to annual review and to such increases, if any, as the Board of
Directors may from time to time determine. In addition, Employee shall receive
fringe benefits as provided in Section 3.
3. Fringes. Employee shall participate in all fringe benefit programs
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of Employer, now existing or hereafter established during the term hereof,
on the same basis as other executive employees of Employer, including the
Arch Mineral Corporation 1991 Incentive Compensation Plan. Employer shall
cause the Arch Mineral Corporation 1991 Incentive Compensation Plan to be
maintained in a manner so that Employee shall be entitled to receive an
annual bonus up to an amount equal to 100% of his base salary. The amount
of bonus actually received by Employee shall depend upon the achievement
by the Company of certain return on equity goals to be established by the
Board of Directors on an annual basis. In the event Employee's bonus calculated
pursuant to the terms of the Arch Mineral Corporation 1991 Incentive
Compensation Plan shall be less than $50,000 for any year during the original
term of this Agreement, Employee shall nonetheless receive a minimum bonus
of $50,000 for such year.
Pursuant to the terms of Employer's Thrift Plan, an employee does not
become fully vested until participating in the Plan for five years. If for
any reason Employee's employment shall be terminated prior to the time he
is fully vested in
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Employer's Thrift Plan, Employer shall pay to Employee such additional cash
compensation as necessary to compensate Employee for the economic effect of not
fully vesting on an after tax basis.
4. Termination for Cause. No termination of Employee's employment
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hereunder shall be deemed to be for cause unless such termination is on account
of (a) any material and uncorrected breach by Employee of the terms of this
Agreement; (b) any willful fraud or dishonesty of Employee involving the
property or business of Employer; (c) a deliberate or willful refusal or failure
of Employee to comply with any major corporate policy of Employer which is
communicated to Employee in writing; or (d) Employee's conviction of any felony
if such conviction shall result in his imprisonment.
No termination of this Agreement by Employee shall constitute a voluntary
termination of Employee if it shall be on account of any prior material (and
uncorrected) breach of this Agreement by Employer.
5. Death or Disability. In the event of the death of Employee while
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employed hereunder, all benefits accrued or payable to the date of his death
shall be paid to his estate or in accordance with Employee's written beneficiary
designation last filed with the Employer by the Employee. If Employee by reason
of physical or mental illness shall be unable to perform his employment duties
hereunder, on a continuing basis and for a period in excess of one year, his
employment shall be terminated and he shall be entitled to receive all benefits
then accrued or payable hereunder. No termination on account of death or
disability shall be deemed to be a voluntary termination or a termination for
cause.
6. Confidential Information. Employee, both during the term hereof and
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thereafter, will not, directly or indirectly, use for himself or use for, or
disclose to, any party other than Employer, or any subsidiary of Employer, any
secret or confidential information or data regarding the business of Employer or
its subsidiaries or any secret or confidential information or data regarding the
business or property of Employer or its subsidiaries or regarding any secret or
confidential apparatus,
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process, system, or other method at any time use, developed or investigated
by or for Employer or its subsidiaries, whether or not developed, acquired,
discovered or investigated by Employee. At the termination of Employee's
employment or at any other time Employer or any of its subsidiaries may
request, Employee shall promptly deliver to Employer all memoranda, notes,
records, plats, sketches, plans or other documents made by, compiled by,
delivered to, or otherwise acquired by Employee concerning the business
or properties of Employer or its subsidiaries or any secret or confidential
product, apparatus or process used, developed, acquired or investigated by
Employer or its subsidiaries.
7. Non-Waiver of Rights. The failure to enforce at any time any of
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the provisions of this Agreement or to require at any time performance by
the other party of any of the provisions hereof shall in no way be construed
to be a waiver of such provisions or to affect either the validity of this
Agreement, or any part hereof, or the right of either party thereafter to
enforce each and every provision in accordance with the terms of this
Agreement.
8. Invalidity of Provisions. The invalidity or unenforceability of
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any particular provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects
as if such invalid or unenforceable provisions were omitted.
9. Assignment. This Agreement shall be freely assignable by Employer
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and shall inure to the benefit of and be binding upon, Employer, its successors
and assigns; but, being a contract for personal services, neither this
Agreement nor any rights hereunder shall be assigned by Employee.
10. Governing Law. This Agreement shall be interpreted in accordance
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with and governed by the laws of the State of Missouri.
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11. Amendments. No modification, amendment or waiver of any of the
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provisions of this Agreement shall be effective unless in writing specifically
refering hereto and signed by the parties hereto.
12. Notices. Any notice to be given by either party hereunder shall
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be in writing and shall be deemed to have been duly given if delivered or
mailed, certified or registered mail, postage prepaid, as follows:
TO ARCH: Arch Mineral Corporation
Xxxxx 000, XxxxXxxxx Xxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: General Counsel
and to Employee at his address as it appears on the payroll records of
Employer, or to such other address as may have been furnished to the other
party by written notice.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written in the City of
St. Louis, State of Missouri.
ARCH MINERAL CORPORATION
("Employer")
By: /s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx
Vice President-Human Resources
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx ("Employee")
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