WLB » Topics » Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This excerpt taken from the WLB 8-K filed Jul 25, 2008.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

                On July 23, 2008, the board of directors of the registrant increased the size of the board of directors from  five to six and appointed Michael R. D’Appolonia as a director to fill the vacancy created thereby. Pursuant to the Company’s 2007 Equity Incentive Plan for Employees and Non-Employee Directors, Mr. D’Appolonia received a grant of restricted stock with a Fair Market Value (as defined in the plan) of $60,000 on the date that he was appointed to the Board. One-half of the restricted stock grant will vest on the first anniversary of his appointment to the Board of Directors and the second half will vest on the second anniversary of his appointment.


This excerpt taken from the WLB 8-K filed May 16, 2008.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

               On May 15, 2008, the board of directors of the registrant increased the size of the board of directors from four to five and appointed D.L. Lobb, the registrant’s president and chief executive officer, as a director to fill the vacancy created thereby. Mr. Lobb will receive no separate compensation for his service on the board of directors.

This excerpt taken from the WLB 8-K filed Apr 25, 2008.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

               On April 21, 2008, the registrant appointed D.L. Lobb as its Chief Executive Officer and President, effective as of April 28, 2008. Mr. Lobb joins the Company from Peabody Energy Corporation, where, since April 2005, he was Group Executive of Peabody’s Powder River Basin operations, the largest of Peabody’s regions. While at Peabody, Mr. Lobb had overall enterprise responsibility for three operating mines, including the largest surface coal mine in the U.S., representing total sales of approximately 140 million tons per year. Prior to his service at Peabody, from March 2003 through April 2005, Mr. Lobb served as Operations Manager, Veladero Project for Barrick Gold Corporation, where he was in charge of developing the Veladero gold mine from an exploration project into a fully operational mining complex.

               In connection with his appointment, the registrant agreed to provide Mr. Lobb with the following compensation:

      Annual salary paid at a rate of $500,000 per year.

      Bonus opportunity under the registrant’s annual incentive plan between 70% and 200% of annual salary, with the bonus to be determined by the board of directors or the compensation and benefits committee in its discretion, but for 2008 Mr. Lobb shall be guaranteed to receive a bonus of not less than 70% of the amount paid to him as salary in 2008, paid at such time in 2009 as the registrant pays bonuses under the annual incentive plan to its senior executives.

      A grant, under the registrant’s 2007 Equity Incentive Plan for Employees and Non-Employee Directors, of 100,000 shares of restricted stock, which shares shall be subject to forfeiture upon the termination of Mr. Lobb’s employment with the registrant, to the extent not vested prior to such date. The restricted shares will vest in three equal installments on the first, second and third anniversaries of the date of grant.

      Long term incentive compensation in such amounts and at such times as may be determined by the board of directors or the compensation and benefits committee in its discretion.

      For 2008, additional compensation of $200,000, paid either in cash or stock as Mr. Lobb and the board of directors shall agree, paid at such time in 2009 as the Corporation pays bonuses under the annual incentive plan to its senior executives.

      Relocation assistance.

      Participation in the benefit programs offered to the registrant’s other executive officers.

               On April 21, 2008, Keith E. Alessi informed the registrant that he is resigning as Chief Executive Officer and President of the registrant, effective April 28, 2008. Mr. Alessi will continue to serve as a member of the board of directors of the registrant and will stand for re-election to the board of directors at the registrant’s annual meeting of stockholders scheduled for May 15, 2008. Mr. Alessi will serve as a consultant to the registrant for the period from April 28, 2008 through May 15, 2008, and will be entitled to the following compensation for that period:


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      Consulting fees paid at a rate of $25,000 per month.

      Reimbursement at the normal commercial, coach rate if Mr. Alessi uses his personal airplane while providing services to the registrant.

This excerpt taken from the WLB 8-K filed Oct 4, 2007.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective September 28, 2007, Robert W. Holzwarth's position with the Company was eliminated as part of our program to reduce costs. Prior to his departure from the Company, Mr. Holzwarth was Senior Vice President - Power.

This excerpt taken from the WLB 8-K filed Aug 17, 2007.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Keith E. Alessi, 52, was elected President and Chief Executive Officer of Westmoreland Coal Company on August 16, 2007. He had served as interim President and interim Chief Executive Officer since May 2007. Mr. Alessi was also elected a director of Westmoreland Coal Company at the annual meeting of stockholders on August 16, 2007. He is a member of the Board of Directors and Chairman of the audit committee of both Town Sports International Holdings, Inc. (April 1997 to present) and H&E Equipment Services, Inc. (November 2002 to present). He is also a member of the Board of Directors of MWI Veterinary Supply, Inc. (2003 to present). Mr. Alessi is adjunct professor of law at the Ross School of Business at the University of Michigan (March 2002 to present) and was adjunct professor of law at Washington and Lee University School of Law (January 2000 to December 2006). Mr. Alessi was also Chief Executive Officer of Lifestyle Improvement Centers, LLC (April 2003 to May 2006).

Mr. Alessi will receive a salary increase to $50,000 per month effective the pay period ending August 18, 2007, and he is eligible for a discretionary bonus for 2007 of up to 120% of salary paid in 2007. A bonus plan for Mr. Alessi for 2008 will be determined prior to the end of 2007.

The resignation of Roger D. Wiegley, former General Counsel and Secretary of Westmoreland Coal Company, became effective on August 16, 2007.

On August 16, 2007, at the annual meeting of stockholders of the Company, the Company’s stockholders approved the Company’s 2007 Equity Incentive Plan for Employees and Non-Employee Directors, or the 2007 Plan. The 2007 Plan provides for the grant to employees and non-employee directors of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards, which are collectively referred to in this report as awards. Up to 700,000 shares of common stock of the Company may be issued pursuant to awards granted under the 2007 Plan.

The 2007 Plan also provides for automatic grants to non-employee directors. On commencement of service on the board, non-employee directors will receive an award with a value of $60,000. In addition, each non-employee director serving as such both before and after an annual meeting of stockholders will receive an award with a value of $30,000, provided that such director has served on the board for at least seven months. The board may increase or decrease the dollar values of these awards from time to time.

Awards automatically granted to non-employee directors will (i) have an exercise or base price equal to 100% of the fair market value of the Common Stock on the date of grant, (ii) vest according to the schedule specified in the award, (iii) expire at the time specified in the award, which in the case of options will be the earlier of 10 years from the date of grant or three months following cessation of service on the board, and (iv) contain such other terms and conditions as the board determines. If a non-employee director’s service terminates for any reason other than a Reorganization Event or Change in Control Event (each as defined in the 2007 Plan), then all of such non-employee director’s awards will automatically vest and become fully exercisable on the date such individual ceases to be a director, provided that the individual has served as a director for three years or more. If the individual has served as a director for less than three years, all of the non-employee director’s awards will expire on the date such individual ceases to be a director. Notwithstanding the foregoing vesting provisions, (i) a non-employee director’s awards may vest automatically upon the occurrence of a Reorganization Event or Change in Control Event under certain circumstances set forth in the 2007 Plan, and (ii) the board may provide for accelerated vesting in the case of the death or disability of a director.

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