month in which the employment termination of a participant occurs. In the event the benefits commence prior to the
participant’s normal retirement age, the benefit will be actuarially reduced as necessary (using assumptions specified in the
Pension Plan).
New Restoration Plan
CONSOL Energy adopted a New Restoration Plan, effective January 1, 2012, designed primarily for the purpose of
providing benefits for a select group of management and highly compensated employees of CONSOL Energy and its
subsidiaries and is intended to qualify as a “top hat” plan under the Employee Retirement Income Security Act of 1974, as
amended. CONSOL employees who are eligible to participate and accrue benefits in the Supplemental Retirement Plan are
ineligible to participate in the New Restoration Plan.
The CONSOL Energy Compensation Committee has reserved the right to terminate a participant’s participation in the
New Restoration Plan at any time. Additionally, if a participant’s employment is terminated or if a participant no longer meets
the New Restoration Plan’s basic eligibility standards, the participant’s participation in New Restoration Plan (and such
person’s right to accrue any benefits thereunder) will terminate automatically with no further action required.
Eligibility for benefits under the New Restoration Plan is determined each calendar year (the “Award Period”).
Participants whose sum of annual base pay as of December 31 and amounts received under the STIC or other annual incentive
program earned for services rendered by the participant during the Award Period exceed the compensation limits imposed by
section 401(a)(17) of the Code (up to $265,000 for 2016) are eligible for benefits under the New Restoration Plan for the Award
Period. The amount of each eligible participant’s benefit under the plan is equal to 9% times annual base salary as of
December 31 including amounts received under the STIC or other annual incentive program earned for services rendered by the
participant during the Award Period less 6% times the lesser of annual base salary as of December 31 or the compensation limit
imposed by the Code for the Award Period.
Benefits under the New Restoration Plan will be paid in the form of two hundred forty (240) equal monthly installments,
with each installment equal to the value of the participant’s account at commencement divided by two hundred forty (240).
Benefits shall commence in the month immediately following the later to occur of: (i) the month in which the participant turns
age 60 or (ii) the month containing the six-month anniversary date of the participant’s separation from service.
Severance and Change in Control Programs. CONSOL Energy has entered into change in control severance agreements
with each of Mr. Brock, Ms. Ritter and Ms. Wiegand which are described below.
Agreements between Our Executive Officers and CONSOL Energy
Our general partner’s executive officers have not entered into any agreements or arrangements with us or our general
partner or with CONSOL Energy specifically in relation to their services with us and our general partner. However, in relation
to their employment with CONSOL Energy, each of Mr. Brock and Ms. Ritter previously have entered into a change in control
severance agreement with CONSOL Energy and our general partner, which were amended and restated on February 7, 2017. In
addition, on February 7, 2017 Ms. Wiegand has entered into a change in control severance agreement with CONSOL Energy
and our general partner. These agreement are referred to as the "CIC Agreements".
The CIC Agreements provide severance benefits to Mr. Brock, Ms. Ritter and Ms. Wiegand if they are terminated (i) for
any reason, other than cause (as defined below), death or disability, that occurs not more than three months prior to or within
two years after a change in control, or is requested by a third party initiating the change in control or (ii) within the two-year
period after a change in control, if the executive is constructively terminated (as defined below).
Under the two circumstances described above, each of Mr. Brock, Ms. Ritter and Ms. Wiegand would be entitled to
receive:
•
•
•
•
a lump sum cash payment equal to a multiple of base pay plus a multiple of incentive pay (the multiple, in each case,
for Mr. Brock is 2.0 and for Ms. Ritter and Ms. Wiegand is 1.5);
a pro-rated payment of the executive’s incentive pay for the year in which termination occurs;
for a specified period (for Mr. Brock 24 months and for Ms. Ritter and Ms. Wiegand 18 months), the continuation of
medical and dental coverage (or monthly reimbursements in lieu of continuation);
if the executive would have been eligible for post-retirement medical benefits had the executive retired from
employment during the applicable period, but is not so eligible due to termination, then at the conclusion of the benefit
period, the executive is entitled to receive additional continued group medical coverage comparable to that which
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