EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Colorado
This EMPLOYMENT AGREEMENT (the "Employment Agreement") is made effective as of , 2009 (the "Effective Date") by and among Cloud Peak Energy Inc., a Delaware corporation (the "Company") and James Orchard (the "Executive").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of , 2009, is entered into by and among Cloud Peak Energy Inc., a Delaware corporation (including its successors, the "Company"), Cloud Peak Energy LLC, a Delaware limited liability company ("CPE LLC"), Rio Tinto America Inc., a Delaware corporation ("RTA"), Rio Tinto Energy America Inc., a Delaware corporation ("RTEA") and Kennecott Management Services Company, a Delaware corporation ("KMS"). The Company, RTEA and KMS are parties to the Third Amended and Restated Limited Liability Company Agreement of CPE LLC.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
THIS EMPLOYEE MATTERS AGREEMENT (this "Agreement") is made and entered into as of , 2009 by and among CLOUD PEAK ENERGY LLC, a Delaware limited liability company ("CPE LLC"), CLOUD PEAK ENERGY SERVICES COMPANY, a Delaware corporation ("CPESC," together with CPE LLC and their respective subsidiaries, the "CPE GROUP"), CLOUD PEAK ENERGY INC., a Delaware corporation ("CPE"), RIO TINTO AMERICA INC, a Delaware corporation ("RTA"), and RIO TINTO ENERGY AMERICA INC., a Delaware corporation ("RTEA") (RTA and RTEA, each a "Company" and collectively, the "Companies") and, solely for purposes of Section 3.2 of this Agreement, RIO TINTO PLC, a corporation incorporated in England and Wales ("RIO") and RIO TINTO LIMITED ("RIO LTD"), an Australian corporation. CPE LLC, CPESC, CPE, each Company, RIO and RIO LTD are sometimes referred to herein separately as a "Party" and together as the "Parties."
TAX RECEIVABLE AGREEMENT dated as ofTax Receivable Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this "Agreement"), dated as of , 2009, is hereby entered into by and among Cloud Peak Energy Inc., a Delaware corporation ("Buyer") and Rio Tinto Energy America, Inc., a Delaware corporation ("RTEA").
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CLOUD PEAK ENERGY LLC Dated , 2009Limited Liability Company Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this "Agreement") of Cloud Peak Energy LLC, a Delaware limited liability company (the "Company"), is made and entered into as of , 2009, by and between Rio Tinto Energy America Inc., a Delaware corporation ("RTEA"), Kennecott Management Services Company, a Delaware corporation ("KMS"), and Cloud Peak Energy Inc., a Delaware corporation ("CPE").
FORM OF CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN IPO NONQUALIFIED STOCK OPTION AGREEMENTIpo Nonqualified Stock Option Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT, made as of the day of , 2009 (the "Grant Date"), between Cloud Peak Energy Inc., a Delaware corporation (the "Company"), and (the "Grantee").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This TRANSITION SERVICES AGREEMENT (this "Agreement"), is made and entered into as of , 2009 (the "Effective Date"), between Rio Tinto Services Inc., a Delaware corporation ("RTS"), Cloud Peak Energy LLC, a Delaware limited liability company ("CPE LLC"), and Cloud Peak Energy Inc., a Delaware corporation (together with its subsidiaries, "CPE" and, together with CPE LLC, the "Company"). RTS, CPE LLC and CPE are sometimes referred to herein separately as a "Party" and together as the "Parties."
ACQUISITION AGREEMENTAcquisition Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
THIS ACQUISITION AGREEMENT dated as of , 2009 (this "Agreement"), is between Cloud Peak Energy Inc., a Delaware corporation ("Cloud Peak"), and Rio Tinto Energy America Inc., a Delaware corporation ("RTEA"). Certain terms used in this Agreement are defined in Section 1.1. Except as otherwise specified in this Agreement, all capitalized terms used herein that are defined in the Master Separation Agreement (as defined below) have the respective meanings specified therein.
RIO TINTO ENERGY AMERICA COAL SUPPLY AGREEMENTCoal Supply Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining
This Rio Tinto Energy America Coal Supply Agreement (the "Agreement"), made this day of , 2009 (the "Effective Date"), is by and between Cloud Peak Energy LLC, a Delaware limited liability company ("CPE"), and Rio Tinto Energy America Inc., a Delaware corporation ("RTEA"). CPE and RTEA are each referred to herein as a "Party" and collectively as the "Parties."
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
THIS MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made and entered into as of , 2009 (the "Effective Date"), between Cloud Peak Energy LLC, a Delaware limited liability company ("CPE LLC"), and Cloud Peak Energy Inc., a Delaware corporation ("CPE"). CPE and CPE LLC are sometimes referred to herein separately as a "Party" and together as the "Parties."
FORM OF CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN IPO RESTRICTED STOCK AGREEMENTIpo Restricted Stock Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT, made as of the day of , 2009 (the "Grant Date"), between Cloud Peak Energy Inc., a Delaware corporation (the "Company"), and (the "Grantee").
ASSIGNMENT OF TRADEMARKSAssignment of Trademarks • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining
This ASSIGNMENT OF TRADEMARKS (this "Assignment") is dated and effective as of , 2009 between Rio Tinto Energy America Inc., a Delaware corporation ("RTEA") and Cloud Peak Energy LLC, a Delaware limited liability company (the "Company").
