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Deferred Compensation Plan

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Title:

Deferred Compensation Plan

Entities:

Westmoreland Coal Co.

Date:

2003

Size:

Preview shows 16KB of 44KB total

Price:

$27

ID:

#125621

► Plans ► Compensation ► Deferred Compensation Plans
► Energy ► Coal

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WESTMORELAND COAL COMPANY

Deferred Compensation Plan

WESTMORELAND COAL COMPANY

TABLE OF CONTENTS

ARTICLE	SECTION		PAGE
I	Purpose and Effective Date		1
	1.01	Title	1
	1.02	Purpose	1
	1.03	Effective Date	1
II	Definitions and Construction of the Plan Document		1
	2.01	Beneficiary	1
	2.02	Board	1
	2.03	Bonus Compensation	1
	2.04	Change in Control	1
	2.05	Committee	2
	2.06	Company	2
	2.07	Compensation	2
	2.08	Crediting Rate	2
	2.09	Deferral	3
	2.10	Deferral Account	3
	2.11	Deferral Account Balance	3
	2.12	Deferred Compensation	3
	2.13	Disability	3
	2.14	Election Date	3
	2.15	Election Form	3
	2.16	Employee	3
	2.17	ERISA	3
	2.18	Exchange Act	4
	2.19	Participant	4
	2.20	Plan	4
	2.21	Plan Year	4

ARTICLE	SECTION		PAGE
	2.22	Retirement	4
	2.23	Supplemental Contribution	4
	2.24	Termination of Service	4
	2.25	Unforeseeable Financial Emergency	4
	2.26	Valuation Date	4
	2.27	Year Certain	5
	2.28	Gender and Number	5
	2.29	Titles	5
III	Eligibility and Participation		5
	3.01	Eligibility	5
	3.02	Participation	5
IV	Participant Deferrals of Compensation		5
	4.01	Deferred Compensation	5
	4.02	Duration of Election Form	6
	4.03	Election to Modify or Terminate Future Contributions	6
	4.04	Vesting	6
	4.05	Supplemental Contribution	6

ARTICLE	SECTION		PAGE
V	Deferral Accounts		6
	5.01	Maintenance of Accounts	6
	5.02	Deferral Account	7
	5.03	Interest	7
	5.04	Statement of Accounts	7
VI	Distribution		7
	6.01	Distributions	7
	6.02	Form of Distribution	7
	6.03	Payments Upon Termination	7
	6.04	Death or Disability Prior to Commencement of Benefit Payments	8
	6.05	Death of a Participant Subsequent to Commencement of Benefit Payments	8
	6.06	Redeferral Election	8
	6.07	Taxes	8
VII	Withdrawals		8
	7.01	Withdrawals for Unforeseeable Financial Emergency	8
	7.02	Other Premature Withdrawals	9
	7.03	Withdrawal Processing	9
VIII	Beneficiary		9
	8.01	Beneficiary Designation	9
	8.02	Proper Beneficiary	10
	8.03	Minor or Incompetent Beneficiary	10
	8.04	No Beneficiary Designation	10
IX	Administration of the Plan		10
	9.01	Majority Vote	10
	9.02	Finality of Determination	10
	9.03	Certificates and Reports	10
	9.04	Indemnification and Exculpation	11
	9.05	Expenses	11
X	Claims Procedure		11
	10.01	Written Claim	11
	10.02	Denied Claim	11
	10.03	Review Procedure	11
	10.04	Committee Review	12

iii

ARTICLE	SECTION		PAGE
XI	Nature of Company's Obligation		12
	11.01	Company's Obligation	12
	11.02	Creditor Status	12
	11.03	Grantor Trust	12
XII	Amendment and Termination of Plann		12
	12.01	Amendment	12
	12.02	Termination	13
XIII	Miscellaneous		13
	13.01	Written Notice	13
	13.02	Change of Address	13
	13.03	Merger, Consolidation or Acquisition	13
	13.04	Employment	13
	13.05	Non-transferability	13
	13.06	Legal Fees	13
	13.07	Tax Withholding	13
	13.08	Applicable Law	14
	13.09	Invalidity of Certain Provisions	14

ARTICLE I

PURPOSE AND EFFECTIVE DATE

1.01 Title. This Plan shall be known as Westmoreland Coal Company Deferred Compensation Plan (hereinafter referred to as the "Plan").

1.02 Purpose. The purpose of the Plan is to permit certain members of senior management, to defer sums that may become payable pursuant to the 2000 Performance Unit Plan or any other Long-Term Incentive Plan. The Plan constitutes an unfunded top hat arrangement under Title I of ERISA as well as for income tax purposes.

1.03 Effective Date. The effective date of this Plan shall be May 1, 2003.

ARTICLE II

DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

2.01 Beneficiary. Beneficiary shall mean the person or persons designated, pursuant to Article VIII, by the Participant to receive such payments as may become payable hereunder after the death of said Participant.

2.02 Board. "Board" shall mean the Board of Directors of the Company.

2.03 Bonus Compensation. Bonus Compensation shall mean any payment in cash to an Employee under the terms of the 2000 Performance Unit Plan or any other long-term performance compensation plan, program or arrangement in effect as of the Effective Date of this Plan or adopted thereafter under which the Company pays an amount of cash remuneration to an Employee above such Participants base salary and annual incentive compensation.

2.04 Change in Control. "Change in Control" shall mean:

(a) The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3) promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or (ii) combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however that the following acquisitions shall not constitute a Change of Control: (i) any acquisition by the Company or any of its subsidiaries, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (iii) any acquisition by any corporation with respect to which, following such acquisition, more than 75 percent of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

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