WESTMORELAND COAL COMPANY (NASDAQ:WLB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Adoption of Material Compensatory Arrangement
On October 19, 2017, Westmoreland Coal Company (the “Company”) filed a Current Report on Form 8-K announcing that John Schadan, the Chief Operating Officer of the Company, separated from the Company. In connection with Mr. Schadan’s separation from the Company, the Company entered into a severance and general release agreement (the “Schadan Severance Agreement”), dated as of November 6, 2017. Under the terms of the Schadan Severance Agreement, the Company has agreed to pay Mr. Schadan severance pay in the amount of CDN$543,033.00, payable in bi-monthly installments over the course of 12 months, and to provide outplacement services for up to 9 months. to the Schadan Severance Agreement and the terms of Mr. Schadan’s equity award agreements, Mr. Schadan vested in his current time-based restricted stock unit awards and cash units awards payable immediately and vested in his 2015 and 2016 performance-based restricted stock unit awards that are payable at the end of the performance period to the extent associated performance metrics are achieved. Mr. Schadan also agreed to certain restrictive covenants regarding non-competition and released the Company from all claims he may have arising in any way from his employment with the Company. The foregoing description of the terms and conditions of the Schadan Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the Schadan Severance Agreement which will be filed with the Securities and Exchange Commission as required.
On November 27, 2017, the Company filed a Current Report on Form 8-K announcing that Kevin Paprzycki, the Chief Executive Officer of the Company, separated from the Company. In connection with Mr. Paprzycki’s separation from the Company, on December 12, 2017, the Company entered into a severance and general release agreement (the “Paprzycki Severance Agreement”), effective as of December 20, 2017. Under the terms of the Paprzycki Severance Agreement, the Company has agreed to pay Mr. Paprzycki severance pay in the amount of $2,032,217.00, payable in bi-monthly installments over the course of 24 months, and has agreed, to the extent Mr. Paprzycki elects to continue to participate in the Company group medical plan under COBRA following the separation date, to pay the premiums for medical coverage until the earlier of March 31, 2019 or the date on which Mr. Paprzycki secures employment to which he is entitled to medical coverage. to the terms of Mr. Paprzycki’s equity award agreements, on the Paprzycki Severance Agreement’s effective date, Mr. Paprzycki will vest in his time-based restricted stock unit awards and cash unit awards, payable at that time, and will vest in his 2015 and 2016 performance-based restricted stock unit awards, which are payable at the end of the performance period to the extent associated performance metrics are achieved. Mr. Paprzycki also agreed to certain restrictive covenants including non-compete, non-solicitation and non-disparagement terms, and released the Company from all claims he may have arising in any way from his employment with the Company. The foregoing description of the terms and conditions of the Paprzycki Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the Paprzycki Severance Agreement which will be filed with the Securities and Exchange Commission as required.
About WESTMORELAND COAL COMPANY (NASDAQ:WLB)
Westmoreland Coal Company is an energy company. The Company operates through six segments: Coal – U.S., Coal – Canada, Coal – Westmoreland Resource Partners, LP (WMLP), Power, Heritage and Corporate. Coal – U.S. segment includes the operations of coal mines located in Montana, North Dakota, Ohio, Texas and New Mexico. Coal – Canada segment includes the operations of coal mines located in Alberta and Saskatchewan. Coal – WMLP segment includes the operations of Westmoreland Resource Partners, LP, a coal master limited partnership. Power segment includes its Roanoke Valley Power Facility (ROVA) operations located in North Carolina. Heritage segment includes the benefits the Company provides to former mining operation employees, as well as other administrative costs associated with providing those benefits and cost containment efforts. Corporate segment consists of corporate administrative expenses.
