8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2010 (February 16, 2010)

MASSEY ENERGY COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-7775 (Commission File Number) 95-0740960 (IRS Employer Identification No.)

4 North 4th Street, Richmond, Virginia 23219

(Address of Principal Executive Offices) (Zip Code)

(804) 788-1800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Form Non-Employee Director Annual Restricted Stock Award Agreement and Form Non-Employee Director Annual Non-Qualified Stock Option Award Agreement

On February 16, 2010, the Board of Directors of Massey Energy Company (the “Company”) approved the form restricted stock award agreement and the form non-qualified stock option award agreement, each recommended for approval by the Compensation Committee, for non-employee directors electing all or a portion of their annual grant in the form of restricted stock and/or stock options pursuant to the Non-Employee Director Compensation Summary.  The form grant agreements are attached as Exhibits 10.1 and 10.2, respectively, and are hereby incorporated into this Item 1.01.

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

On February 16, 2010, the Board of Directors approved amendments recommended by the Compensation Committee to the Change of Control Severance Agreements with each of Don L. Blankenship, Chairman and Chief Executive Officer, John C. Adkins, Senior Vice President and Chief Operating Officer, Michael K. Snelling, Vice President of Surface Operations, and Eric B. Tolbert, Vice President and Chief Financial Officer, each an executive officer who was named in the Registrant’s 2009 Proxy Statement (the “Named Executive Officers”).  The Change of Control Severance Agreements were amended to provide for a fixed lump sum cash payment in the event of a covered termination following a change in control.  Previously, the Change of Control Severance Agreements provided for a variable cash payment calculated based upon a target amount that would be paid pursuant to the terms of the Named Executive Officers' respective Change of Control Severance Agreement.  The amendments were made with the intent that the Change of Control Severance Agreements comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), including Internal Revenue Service Revenue Ruling 2008-13.  A copy of each of the respective amended and restated Change of Control Severance Agreements will be filed as exhibits to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit

No.                Description                                                                                                                       
60;   

10.1 Form of Non-Employee Director Annual Restricted Stock Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan

10.2 Form of Non-Employee Director Annual Non-Qualified Stock Option Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MASSEY ENERGY COMPANY

Date: February 22, 2010By:           /s/ Richard R. Grinnan

Name:         Richard R. Grinnan

Title:           Vice President and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Form of Non-Employee Director Annual Restricted Stock Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan
10.2	Form of Non-Employee Director Annual Non-Qualified Stock Option Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan

EX-10.1

Exhibit 10.1

MASSEY ENERGY COMPANY

Non-Employee Director Annual Restricted Stock Award Agreement

______ Shares of Restricted Stock

THIS AGREEMENT dated as of the 16th day of February, 2010, 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 such plan may be amended from time to time (the “Plan”), a copy of which is attached. All capitalized terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.           Award of Restricted Stock.  On February 16, 2010, pursuant to the Plan, the Committee 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 _______shares, hereinafter described as “Restricted Stock.”

2.           Restrictions.  Except as provided in this Agreement, the shares of Restricted Stock are nontransferable and are subject to a substantial risk of forfeiture.

3.           Stock Power.  With respect to shares of Restricted Stock forfeited under Paragraph 6 below, Participant does hereby irrevocably constitute and appoint the Secretary and each Assistant Secretary of the Company as his attorney-in-fact to transfer the forfeited shares on the books of the Company with full power of substitution in the premises. The Secretary and/or the Assistant Secretary shall use the authority granted in this Paragraph 3 to cancel any shares of Restricted Stock that are forfeited under Paragraph 6 below.

4.           Vesting.  Subject to Paragraph 6 below, Participant’s interest in the shares of Restricted Stock shall become transferable and nonforfeitable (“Vested”) with respect to one-third of the shares of Restricted Stock on each of February 16, 2011, February 16, 2012, and February 16, 2013.

5.Death, Retirement, or Disability. If Participant dies, retires or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“Permanently and Totally Disabled”) while serving on the Board and prior to the forfeiture of the shares of Restricted Stock under Paragraph 6 below, Participant’s Restricted Stock shall be “Vested” (i.e., the restrictions on transfer and risk of forfeiture in Paragraph 2 above shall lapse). For purpose of this Agreement, retirement shall mean Participant’s cessation of  service on the Board with the express approval (which may be withheld and is not guaranteed) at such time by the Board of Directors, or the Committee that administers the Plan, of such cessation being retirement, and a Vesting event,  for purposes of the Restricted Stock; and if such approval is not provided, then such cessation shall not be considered retirement for purposes hereof and such cessation shall not operate to Vest the Restricted Stock.

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6.Forfeiture.  Subject to Paragraph 5 above and Paragraph 7 below, all shares of Restricted Stock that are not then Vested shall be forfeited if Participant’s service on the Board terminates for any reason.

7.Change in Control. Notwithstanding any other provision of this Agreement, Participant’s Restricted Stock shall be Vested in full to the extent not then Vested if Participant’s service on the Board terminates within two years following a Change in Control other than on account of a voluntary resignation from service on the Board.

8.Voting Rights. During the period of restriction, Participant shall be entitled to exercise voting rights with respect to the shares of Restricted Stock.

9.Dividends and Other Distributions. During the period of restriction, Participant shall be entitled to receive all dividends and other distributions paid in cash or property other than Stock with respect to the shares of Restricted Stock at the same time as any holder of shares of Stock generally would receive such dividends and other distributions. If any dividends or distributions are paid in Stock, such Stock shall be subject to the same restrictions on transferability and the same rules for vesting, forfeiture and custody as the shares of Restricted Stock with respect to which they are distributed. No fractional shares of Restricted Stock shall accrue under this Paragraph 9, and if Participant would otherwise be entitled to a fractional share under this Paragraph 9, such fractional share shall be disregarded and forfeited.

10.           Custody of Certificates.  Custody of stock certificates evidencing the shares of Restricted Stock shall be retained by the Company.  The Company shall deliver to Participant the stock certificates evidencing the shares of Restricted Stock that Vest.

11.           Notice.  Any notice or other communications given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:

Massey Energy Company

4 North Fourth Street

Richmond, Virginia 23219

Attn:  Corporate Secretary

        If to Participant:

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12.           Fractional Shares.  A fractional share shall not Vest hereunder, and when any provision hereof may cause a fractional share to Vest, any Vesting in such frac­tional share shall be postponed until such fractional share and other fractional shares equal a Vested whole share.

13.           No Right to Continued Service.  This Agreement does not confer upon Participant any right to continue to serve on the Board of Directors of the Company, nor shall it interfere in any way with the right of the Company to terminate such service at any time, if permissible.

14.           Change due to Capital Adjustments.  The terms of this Award shall be adjusted as the Committee determines and as provided in the Plan for capital adjustments which, in the judgment of the Committee, necessitates such action.

15.           Governing Law.  This Agreement shall be governed by the laws of the State of Delaware.

16.           Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern.  All references herein to the Plan shall mean the Plan as in effect on the date hereof.

17.           Participant Bound by Plan.  Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

18.           Binding Effect.  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

MASSEY ENERGY COMPANY

_____________________________ Baxter F. Phillips, Jr. President	Date: February 16, 2010
_____________________________ [Participant]	Date: February 16, 2010

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EX-10.2

Exhibit 10.2

MASSEY ENERGY COMPANY

Non-Employee Director Non-Qualified Stock Option Agreement

 _______ Non-Qualified Stock Options

THIS AGREEMENT dated as of the 16th day of February, 2010, 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 Non-Qualified Stock Options.  Pursuant to the Plan, the Company, on February 16, 2010 (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 _______ Non-Qualified Stock Options, hereinafter described as “Options” or “Option,” at the option price of $_____ per share, being not less than the Fair Market Value of such shares on the Grant Date, or on the next preceding trading date if no Company shares traded on the New York Stock Exchange on the Grant Date.  This Option is exercisable as hereinafter provided.

2.Nontransferability.  This Option may not be transferred except by will or by the laws of descent and distribution. During Participant’s lifetime, this Option may be exercised only by Participant.

3.Expiration Date.  This Option shall expire ten years from the Grant Date (the “Expiration Date”).

4.Exercisability.  Subject to Paragraph 7 and except as provided in Paragraph 8 below, Participant’s interest in the Options shall become exercisable (“Vested”) with respect to one-third of the Options on each of February 16, 2011, February 16, 2012, and February 16, 2013.  Once this Option, or any portions thereof, has become exercisable in accordance with the preceding sentence it shall continue to be exercisable until the termination of Participant’s rights hereunder pursuant to Paragraph 5, 6, 7, or 8 or until the Option has expired pursuant to Paragraph 3. A partial exercise of this Option shall not affect Participant’s right to exercise this Option with respect to the remaining shares, subject to the conditions of the Plan and this Agreement.

5.Death, Retirement or Disability.  If Participant dies, retires or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“Permanently and Totally Disabled”) while serving on the Board and prior to the forfeiture of the Options under Paragraph 7 below, Participant shall thereupon become entitled to exercise such Options in full to the extent not Vested or exercised as of the date of Participant’s death, retirement or becoming Permanently and Totally Disabled, and all such Options shall be exercisable by Participant (or if Participant is deceased, his estate or other successor in interest following Participant’s death) during the remainder of the period preceding the Expiration Date.  For purpose of this Agreement, retirement shall mean Participant’s cessation of service on the Board with the express approval (which may be withheld and is not guaranteed) at such time by the Board of Directors, or the Committee that administers the Plan, of such cessation being retirement, and a Vesting event, for purposes of the Options; and if such approval is not provided, then such cessation shall not be considered retirement for purposes hereof and such cessation shall not operate to Vest the Options.

6.Exercise after Cessation of Service.  If Participant ceases to serve on the Board prior to the Expiration Date for reasons other than death, retirement or Permanent and Total Disability, his then Vested and unexercised Options shall be exercisable during the remainder of the period preceding the Expiration Date.

7.Forfeiture.  Subject to Paragraph 8 below, all Options that are not then Vested shall be forfeited if Participant’s service on the Board terminates for any reason other than on account of Participant’s death, retirement, or Permanent and Total Disability.

8.Change in Control.  Notwithstanding any other provision of this Agreement, Participant’s Options shall be Vested in full to the extent not then Vested or exercised if Participant’s service on the Board terminates within two years following a Change in Control other than on account of a voluntary resignation from service on the Board and such Options shall be exercisable during the remainder of the period preceding the Expiration Date.

9.Notice.  Any notice or other communications given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:

By hand-delivery: By mail:

Massey Energy Company Massey Energy Company

Attention: Corporate Secretary Attention: Corporate Secretary

4 North Fourth Street P.O. Box 26765

Richmond, Virginia 23219 Richmond, Virginia 23261

If to Participant:

10.Confidentiality.  Participant agrees that this Agreement and the receipt of Options subject to this award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Options to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to the date Participant is Vested in the Options.  If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this award will be forfeited.

11.Fractional Shares.  Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle Participant to a fractional share such fraction shall be disregarded.

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12.No Right to Continued Service.  This Agreement does not confer upon Participant any right to continue in service on the Board, nor shall it interfere in any way with the right of the Company to terminate such service at any time in accordance with any applicable procedures or law relating to the same.

13.Change due to Capital Adjustments.  The terms of this Award shall be adjusted as the Committee determines and as provided in the Plan for capital adjustments which, in the judgment of the Committee, necessitates such action.

14.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware.

15.Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern.  All references herein to the Plan shall mean the Plan as in effect on the date hereof or as duly amended.

16.Participant Bound by Plan.  Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof which are incorporated by reference into this Agreement.

17.Binding Effect.  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

                     MASSEY ENERGY COMPANY

                      __________________________

                      Baxter F. Phillips, Jr.

                      President

                    ___________________________

                     [Participant]

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