Peabody Energy 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 1, 2012
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (314) 342-3400
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 1, 2012, Peabody Energy Australia Coal Pty Limited (PEAC), an indirect wholly owned subsidiary of Peabody Energy Corporation (the Company), entered into an executive service agreement with Eric Ford pursuant to which Mr. Ford has agreed to relocate to Australia and be employed by PEAC as President-Australia and Managing Director. Mr. Ford will continue to serve as President-Australia of the Company.
Simultaneously with the commencement of his employment with PEAC on April 1, 2012, Mr. Fords employment with the Company and the restated employment agreement between the Company and Mr. Ford dated December 31, 2008 were terminated. This termination does not entitle Mr. Ford to any payment of benefits under the restated employment agreement.
The executive service agreement provides for a two-year term, commencing on April 1, 2012. On each day of the term, the term will be extended by one additional day unless Mr. Fords employment has been terminated in accordance with the executive service agreement. Mr. Fords employment may be terminated by him or by PEAC for any reason at any time during the term of the executive service agreement by written notice to the other party of at least 30 days in advance of the date of termination of employment.
The executive service agreement describes the compensation arrangements applicable to Mr. Ford during his employment with PEAC, which includes:
Following a termination of employment for any reason during the term of employment, Mr. Ford will be entitled to receive: (1) base salary accrued but unpaid prior to such termination; (2) any reimbursable business expenses not yet reimbursed; (3) payment in respect of accrued but unused annual leave and long service leave entitlements as of the date of such termination; (4) any benefits accrued and vested under any of PEACs employee benefit programs, plans and practices (other than long-term incentive plan or bonus entitlements) on or prior to the date of termination; and (5) an amount of US$800,000 as an additional lump sum payment already accrued to him for services previously performed in the U.S. In addition:
The executive service agreement provides for confidentiality obligations during and following Mr. Fords employment and includes noncompetition provisions that are effective during, and for one year following, his employment, and nonsolicitation provisions that are effective during, and for two years following, his employment.
The foregoing description is only a summary of certain provisions of the executive service agreement, and is qualified in its entirety by reference to the executive service agreement itself, which is filed as Exhibit 10.1 hereto and which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.