EXHIBIT 10.8
MASSEY ENERGY COMPANY
Restricted Unit Agreement [Number] Restricted Units
THIS AGREEMENT dated as of November 12, 2006, between MASSEY ENERGY COMPANY, a Delaware Corporation (the " Company" ) and [ ] (" Participant" ) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the " Plan" ), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
1. Award of Restricted Units . Pursuant to the Plan, the Company, on November 12, 2006 (the " Grant Date" ), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of [ ] Restricted Units. The Restricted Units shall become earned and payable only in cash as more fully set forth herein. 2. Restrictions . Except as provided in this Agreement, the Restricted Units are nontransferable and are subject to a substantial risk of forfeiture during the Period of Restriction. The Period of Restriction starts on the Grant Date and ends when the Restricted Units vest or are forfeited.
3. Vesting . Subject to Paragraph 5 and except as provided in Paragraph 6 below, Participant' s interest in the Restricted Units shall become transferable and nonforfeitable (" Vested" ) with respect to one-third of the Restricted Units on each of November 12, 2007, November 12, 2008, and November 12, 2009.
4. Death or Disability . If Participant dies or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Code (" Permanently and Totally Disabled" ) while in the employ or service of the Company or a Subsidiary and prior to the forfeiture of the Restricted Units under Paragraph 5, Participant' s right to receive the Restricted Units shall be fully " Vested" (i.e., the restrictions on transfe ...
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