EX-10.1 2 mrobertsagmt.htm EX-10.1 mrobertsagmt
Page 1 of 35 ME_227556369_1 P P MALCOLM ROBERTS Job title: X U IV VI P SID D HI I I eporting to: P SID D HI X U IV I Position location: B ISB , US I our total remuneration will remain at the levels in effect as of the date of execution of this ontract. Subsequent to the date of execution of this ontract, your total remuneration – comprised of base annualized salary (plus superannuation in accordance with this ontract), short-term incentive, and long-term incentive – will be as determined from time to time by the ompensation ommittee of the Peabody nergy orporation Board of Directors and disclosed in the Peabody nergy orporation Proxy Statement. Percentage Annual Amount (USD) Base nnualized Salary $515,000 plus superannuation in accordance with this ontract Potential Performance Bonus Short erm Incentive Plan (at target) 95% $489,250 ong erm Incentive Plan $1,000,000 Total Potential Remuneration $2,004,250 plus superannuation in accordance with this ontract For an explanation of the above terms and payment conditions, see the rest of this Contract. he following documents apply to the offer of employment made by Peabody nergy ustralia oal Pty td (the Company) to you: (a) General onditions document (General Conditions); and (b) Schedule 1 - 2019 xecutive Severance Plan (including without limitation the Participation greement in xhibit ) (2019 Executive Severance Plan); (collectively referred to as the Contract) Where there is any ambiguity or inconsistency between the General onditions and the 2019 xecutive Severance Plan, the terms of the General onditions will prevail to the extent of the inconsistency. If you accept the ontract you are not formally a participant in the 2019 xecutive Severance Plan (the


 
Page 2 of 35 ME_227556369_1 P P Severance Plan) with Peabody nergy orporation and have not formally entered into a Participation greement pursuant to the Severance Plan. However, you acknowledge that you are required to comply with the terms of the Severance Plan and Participation greement during your employment with the ompany as set out in this ontract, and that you will be entitled to the benefits set forth in the Severance Plan upon certain terminations of your employment, as modified by the ontract, and subject to your satisfaction of the requirements set forth in the Severance Plan and Participation greement.


 
Please initial here: ______/s/ MJR_______ Page 3 of 35 ME_227556369_1 GENERAL CONDITIONS COMMENCEMENT DATE Commencement date and term he mployment will run from the date of execution to 11:59 p.m. on ugust 8, 2027 (Base Term). our original start date with Peabody is recorded as June 7, 2021. PRE-EMPLOYMENT CONDITIONS Background checks It is a condition of your employment that you satisfy a number of background checks, which shall be reviewed at the ompany's sole and absolute discretion, including but not limited to: a) reference checks; b) verification of your academic qualifications (by providing the ompany with an original academic transcript or other evidence satisfactory to the ompany); c) drug test; d) criminal record check; and e) proof of your eligibility to lawfully work in ustralia. ou warrant that any information that you have provided to the ompany in relation to the above matters is true and correct. If you have already commenced employment with the ompany and the results of any background checks are unsatisfactory to the ompany or inconsistent with the warranty you have given, the ompany may terminate your employment without notice.


 
Please initial here: ______/s/ MJR_______ Page 4 of 35 ME_227556369_1 Right to work in Australia he commencement and continuation of your employment with the ompany is subject to you acquiring and maintaining all necessary approvals to lawfully enter, live and work in ustralia. If required, the ompany may provide you with reasonable assistance in that regard, including the payment of your reasonable costs of lawfully securing and maintaining required approvals. ou must provide to the ompany and/or the Department of Home ffairs, all relevant documentary evidence that is required by either or both of them, within the timeframes specified by them. HEALTH AND SAFETY REQUIREMENTS Medical our ongoing employment will be subject to maintaining your health and fitness at a level relevant to your role and work requirements. ou may be required to undergo periodic medical examinations to monitor your fitness for work. Consent to Drug and Alcohol Testing Upon entering into this ontract, a condition of your employment is that you agree and consent to undergo drug, alcohol and substance abuse testing as required by the ompany in accordance with our policies and procedures, as amended from time to time. Safety he ompany will provide equipment and facilities it considers necessary for you to perform your duties safely. In performing your duties you are required to work in a manner that will not injure or put at risk yourself, fellow employees or any other person on site. ou will be required to attend an induction course prior to commencing work on a site. ou are required to wear and use accident prevention equipment and protective clothing supplied by the ompany for the purpose for which it is supplied, at all times whilst on site. Should you be required to drive motor vehicles to execute your duties, you must maintain a current licence appropriate for the class of vehicle. ou must immediately notify your anager of expiry, restrictions or loss of licence. EMPLOYMENT TYPE AND HOURS OF WORK ou will be employed as a full-time permanent employee subject to termination of employment in accordance with the terms of this ontract. our ordinary hours of work will be 38 hours per week plus reasonable additional overtime.


 
Please initial here: ______/s/ MJR_______ Page 5 of 35 ME_227556369_1 Peabody nergy's subsidiaries, affiliates and customers span the globe. Peabody nergy's global headquarters and certain departments and operations with whom you will regularly interact have time zones that are different from Brisbane, ustralia. ircumstances will routinely require you to work outside normal hours including on weekends and public holidays to ensure the full requirements of your position are met. our remuneration package has been developed to account for this and is inclusive of all amounts payable for all hours worked. he ompany reserves the right to vary these work arrangements as business requirements dictate. RESPONSIBILITIES he xecutive Vice President and hief ommercial fficer ( ) is a critical member of Peabody’s executive leadership team, responsible for global revenue outcomes through the architecture and delivery of the company's global commercial strategy – both from a sales and marketing and a business development perspective – across its coal portfolio. he will ensure long-term, margin-accretive and sustainable revenue growth, increased market share, customer-centric value creation, and coal asset portfolio optimization. With a deep understanding of global energy dynamics, the leads Peabody’s commercial efforts, positioning the business competitively amid coal market trends, regulatory changes, and evolving stakeholder expectations. ou will be provided with a more detailed Job Description for the role WORK LOCATION ou will be based in Brisbane, ustralia. dditionally, you may be required to travel as part of your duties and work at places other than Brisbane or St ouis, for short periods of time. ny ad hoc travel, and associated costs, connected with your employment will be paid for by the ompany. ou also acknowledge that your workplace may change during the course of your employment at the reasonable direction of the ompany.


 
Please initial here: ______/s/ MJR_______ Page 6 of 35 ME_227556369_1 REMUNERATION AND EXPENSES Remuneration our remuneration has been structured to include all factors associated with this appointment, including but not limited to hours of work and other allowances and conditions and is paid in satisfaction of any entitlements to remuneration that you have under any ustralian law. our salary will be paid in UD in monthly instalments into your nominated bank account on approximately the 15th day of each month. our remuneration, including your Base nnualized Salary, S IP and IP, will be as determined by the Peabody nergy orporation ompensation ommittee from time to time. rom 8 ugust 2025, your base salary will be paid, in accordance with Peabody’s standard payroll practices, in UD on the basis of your current conversion rate definition, but recalculated annually. Expenses he ompany, upon submission of a personal expense claim, will reimburse any reasonable costs incurred in regard to work-related expenses. SUPERANNUATION Peabody will make monthly contributions in accordance with legislative requirements and Peabody policies, currently at 12% of your Base nnualized Salary. Salary sacrifice options are available to you should you wish to make additional contributions, and if so, those will be in accordance with the applicable ompany policy as amended from time to time and ustralian taxation legislation. PERFORMANCE BONUS In addition to your Base nnualized Salary, you will be entitled to participate in the Peabody short term incentive plan (STIP) and the long-term incentive plan (LTIP). he S IP and IP may be changed at the discretion of the ompany, subject to approval by the ompensation ommittee. ny Incentive payment:


 
Please initial here: ______/s/ MJR_______ Page 7 of 35 ME_227556369_1 a) is calculated upon a combination of key measures of the ompany’s performance and your assessed performance against key performance indicators that will be developed annually for the particular plan; b) is paid in arch of the following year; and c) is only payable to employees employed at the time the payment is made. DEDUCTION FROM EMPLOYEE’S PAYMENTS s permitted by law, the ompany, after advising you, may make deductions from your pay or leave entitlement in the event of: a) overpayment by the ompany; b) your failure to provide notice of resignation as provided by this ontract; c) any unauthorised absence or default; d) you owing any debt to the ompany, including any unauthorised expenditure incurred by yourself on behalf of the ompany; e) outstanding payments incurred under Salary Sacrifice arrangements; or f) agreement between the ompany and yourself over specific deduction(s). If a further written authority to deduct monies from salary or wages is required by law to make a deduction authorised by this clause, you undertake to provide this authority. COMPANY POLICIES AND PROCEDURES he ompany, its parent company and associated entities have developed policies and procedures to assist in the effective management of the business. hese policies and procedures, including any which are specifically referenced in this ontract, are not intended to be legally binding on the ompany and do not form part of the terms and conditions of this ontract. he policies or procedures may be modified, replaced or withdrawn at any time. ou must familiarise yourself with all current policies and procedures. Unless otherwise directed by the ompany, you are required to act in conformity with the policies and procedures in effect at the relevant time. ompliance with the policies and procedures creates no right or entitlement to any benefits or conditions outside the terms and conditions of this ontract.


 
Please initial here: ______/s/ MJR_______ Page 8 of 35 ME_227556369_1 CODE OF BUSINESS CONDUCT AND ETHICS he Peabody ode of Business onduct and thics (as amended from time to time) will be read in conjunction with these conditions of employment and signed in acceptance. Breaches of the Peabody ode of Business onduct and thics will be investigated and subject to findings, disciplinary action up to and including termination of employment may be taken. CONFLICTS OF INTEREST Gratuities ou must not accept from any person or company, any payment or benefit in any form whatsoever, which would constitute a conflict of interest with your employment with the ompany. Exclusive Service xcept as explicitly set forth herein, you will not, without the prior written consent of the ompany, in any capacity, during or outside of work time, directly or indirectly be engaged in or have any other interest (whether for financial advantage or not) which: a) competes with, conflicts with, or detracts from any business of the ompany, its parent company, or any associated entity; or b) interferes or conflicts with the proper discharge of your duties and/or obligations to the ompany, its parent company, or any associated entity. COMPANY PROPERTY ompany property may only be used in the legitimate performance of your duties under this ontract. When your employment ends, or if requested by the ompany during your employment, you will immediately deliver to the ompany: a) all originals and copies in any form (including but not limited to computer data) of all books, records and documents relating to your duties, functions and responsibilities as an employee of the ompany or its business affairs (including client details); and


 
Please initial here: ______/s/ MJR_______ Page 9 of 35 ME_227556369_1 b) all other things belonging to the ompany (including but not limited to keys, security cards and passes, mobile phones, copies of documents and computerised information) which you have in your possession or which has otherwise been provided to you during your employment. INTELLECTUAL PROPERTY AND MORAL RIGHTS ou: a) agree to assign to the ompany all existing and future intellectual property rights in all articles, documents, inventions, models, designs, drawings, plans, software, reports, proposals, processes and other materials conceived, created or generated by you in the course of your employment with the ompany (whether alone or with the ompany, its other employees or contractors and whether during or outside working hours): (i) using the ompany’s or any of its clients’ premises, resources or facilities; (ii) in the course of, as a consequence of or in relation to the performance of your duties; (iii) directly or indirectly as a result of your or anybody else’s access to the onfidential Information (as defined in the 2019 xecutive Severance Plan); (iv) in respect of or associated with any of the ompany’s products or services and any alterations or additions or methods of making, using, marketing, selling or providing these products or services; or (v) relating to other intellectual property of the ompany or any Group ompanies; and b) acknowledge that by virtue of this clause all such existing rights are vested in the ompany and, on their creation, all such future rights will vest in the ompany. ou agree to do all things reasonably requested by the ompany to enable the ompany to further assure the rights assigned under the above clauses. ou may have oral ights in works which you may in the future create in the course of your employment with the ompany. By signing this ontract, you voluntarily and unconditionally consent to all or any acts or omissions by the ompany or persons authorised by the ompany in relation to any and all works made or to be made by you (whether before or after this consent is given) during your employment with the ompany which would otherwise infringe your oral ights. ou acknowledge that your consent is given voluntarily and without reliance on any statement or representation made by the ompany or anyone acting on behalf of the ompany.


 
Please initial here: ______/s/ MJR_______ Page 10 of 35 ME_227556369_1 ' oral ights' means the right of attribution of authorship, the right to prevent false attribution of authorship, and the right of integrity of authorship (as defined in the opyright ct 1968 ( th)). PRIVACY STATEMENT, IDENTIFICATION AND SURVEILLANCE Privacy Statement ertain personal information is collected by the ompany about you that is necessary for the ompany to effectively manage your employment. his information may be disclosed to third parties or related companies of the ompany where it is directly related to your employment. he information that you provide will not be disclosed to any other organisations or individuals unless required or authorised by law, or unless you consent to this disclosure. During the course of your employment, photographs of you may be taken and used for advertising / promotional purposes. Identification ou consent to the ompany photographing you for identification purpose to help provide a safe and secure working environment for you and others and for Human esources and other related business purposes. Surveillance s part of the ompany's duty of care and as a condition of using the ompany's communication and technology systems, you acknowledge that the ompany may conduct the following surveillance: a) continuous and ongoing monitoring, recording and surveillance, from the commencement of your employment, of all communications and use of information technology systems and electronic resources in the course of your employment and when using resources of the ompany outside work; and b) continuous and ongoing camera (video) surveillance from the commencement of your employment in areas of the workplace in which you may be recorded.


 
Please initial here: ______/s/ MJR_______ Page 11 of 35 ME_227556369_1 LEAVE ENTITLEMENTS AND PUBLIC HOLIDAYS eave entitlements available to you under this ontract will satisfy the ompany's obligations under the ational mployment Standards ( S), the air Work ct 2009 ( th) and any other applicable legislation. Annual Leave nnual leave will be 4 weeks’ leave, for each 12 months of continuous service, which will accrue on a pro rata basis. nnual leave will be paid at your Base nnualized Salary. ou may apply for and take annual leave at any time, provided the leave is taken at a time convenient and approved by the ompany, taking into account ompany staffing requirements. ou may be required to take annual leave, as directed by the ompany. It is ompany policy that annual leave entitlements should not accrue beyond 8 weeks accumulated entitlement. n termination of employment you will be paid any accrued untaken annual leave entitlements. ou may be entitled, by agreement with the ompany, to cash out a portion of your annual leave accrued, provided the cashing out results in the remaining accrual being 4 weeks or more. Long Service Leave Brisbane based employees will accrue long service leave at the rate of 8.6667 weeks for each 10 years of continuous service. eave is payable at your Base nnualized Salary and in accordance with applicable state legislation. Personal/Carer’s Leave ou are entitled to up to 10 days paid leave, calculated according to your work roster, for absences taken for the purpose of Personal leave or arer's leave. • Personal leave refers to leave taken because of an illness or medical condition; • arer’s leave is leave taken to provide care or support to a member of your immediate family or household due to personal illness or injury or an unexpected emergency.


 
Please initial here: ______/s/ MJR_______ Page 12 of 35 ME_227556369_1 Personal/ arer’s leave will be paid at your Base nnualized Salary. ou must inform the ompany, wherever practicable, prior to the commencement of such absence, of the nature of the illness and the estimated duration of the absence. ompany policy will inform you whether you are required to provide a doctor's certificate or other supporting documentation. Personal/ arers leave will accrue on a pro rata basis at the rate of 10 days for each 12 months of continuous service, calculated according to your work roster. our Personal/ arers leave balance is reduced by any Personal/ arers leave that you take throughout your employment with the ompany. Additional Personal Leave Benefit fter the first 12 months of employment, in the event that you are unable to attend work for reasons of genuine sickness or injury and you do not have accrued but untaken personal leave to cover the full period of the absence, the ompany in its absolute discretion may continue to pay you your salary for a period of up to 6 months from the first day of your absence from work. aintenance of this benefit is entirely at the discretion of the ompany. ou are also required to reasonably cooperate with the ompany in relation to the management of your rehabilitation, including: a) Providing up to date information to the ompany in relation to the progress of your illness or injury; b) ttending for an independent medical examination if required; and c) our co-operation with any reasonable request of the ompany in relation to a graduated return to work on suitable duties. Compassionate Leave ou will be entitled to three days’ paid leave payable at your Base nnualized Salary for each occasion when a member of your immediate family or household: a) contracts or develops a personal illness that poses a serious threat to their life; or b) sustains a personal injury that poses a serious threat to their life; or c) dies. Jury Service Leave


 
Please initial here: ______/s/ MJR_______ Page 13 of 35 ME_227556369_1 In the event you are required to attend for Jury Service, you will be paid your Base nnualized Salary less the total of your jury service pay for the first 10 days of your absence. Parental Leave Parental eave is governed by the air Work ct 2009 ( th) and the Paid Parental eave ct 2010 ( th), and includes adoption leave, maternity leave and paternity leave. he ompany’s parental leave policy, as amended from time to time, also applies. Public Holidays Public Holidays as provided for in relevant legislation and gazetted for the coal industry and local government area will be observed, subject to your agreement to work on these days if reasonably required to fulfil the requirements of your role. VARIATION TO CONTRACT his ontract may only be varied with the agreement of both you and the ompany in writing, subject to the prior approval of the ompensation ommittee.


 
Please initial here: ______/s/ MJR_______ Page 14 of 35 ME_227556369_1 ENTIRE AGREEMENT he terms and conditions of your employment contained in this ontract represent the entire agreement for employment between the ompany and you and replaces and supersedes any previous contract or other oral agreement or understandings hank you for considering our new offer of employment and I look forward to continuing working with you at Peabody. /s/ alcolm oberts 8/7 /25 alcolm oberts /s/ Jim Grech 8/7 /25 Jim Grech President & Chief Executive Officer 8/7 /25 /s/ erdinand Kruger erdinand Kruger PEABODY ENERGY AUSTRALIA COAL PTY LTD


 
Please initial here: ______/s/ MJR_______ Page 15 of 35 ME_227556369_1 SCHEDULE 1 – 2019 EXECUTIVE SEVERANCE PLAN PEABODY ENERGY CORPORATION 2019 EXECUTIVE SEVERANCE PLAN 1. Purpose and Background. The purpose of the Plan is to assist certain Company officers and executives in making a successful transition upon termination of employment by the Company without Cause, or by the officer or executive for Good Reason (as such terms are defined in the Plan). The Company previously adopted the 2015 Amended and Restated Executive Severance Plan, which was a prior version of the Plan. Effective as of January 1, 2019, the 2015 Amended and Restated Executive Severance Plan will no longer be in effect and is superseded and completely replaced by this 2019 Executive Severance Plan. 2. Definitions. For purposes of this Plan, the following words and phrases have the meanings specified below: 2.1 “Administrator” has the meaning set forth in Section 3. 2.2 “Base Salary” means the annual base salary rate of a Participant as of the last day of his or her employment with the Company. 2.3 “Board” means the Board of Directors of the ompany. 2.4 “Bonus” means the actual annual cash incentive awards paid to a Participant for a particular performance year. 2.5 “Cause” has the meaning set forth in Section 4.1. 2.6 “Change in Control” means the occurrence of any one or more of the following: (a) any corporation, person or other entity (other than the Company, a majority-owned subsidiary of the Company or any of its subsidiaries, or an employee benefit plan (or related trust) sponsored or maintained by the ompany or any of its Subsidiaries), including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner of stock representing more than fifty percent (50%) of the combined voting power of the ompany’s then outstanding


 
Please initial here: ______/s/ MJR_______ Page 16 of 35 ME_227556369_1 securities; (b) there is consummated (i) a merger, consolidation, plan of arrangement, reorganization or similar transaction or series of transactions in which the Company is involved, other than such a transaction or series of transactions which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity (or the parent, if any) outstanding immediately after such transaction(s) in substantially the same proportions as their ownership immediately prior to such transaction(s); (ii) a sale or other disposition of all or substantially all of the ompany’s assets; or (iii) approval by the ompany’s shareholders of a plan of liquidation of the Company; or (c) within any period of 24 consecutive months, persons who were members of the Board immediately prior to such 24-month period, together with persons who were first elected as directors during such 24-month period by or upon the recommendation of persons who were members of the Board immediately prior to such 24-month period and who constituted a majority of the Board at the time of such election (but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board), cease to constitute a majority of the Board. 2.7 “COBRA” means the onsolidated mnibus Budget econciliation ct of 1985, as amended, and any successor thereto. 2.8 “Code” means the U.S. Internal evenue ode of 1986, as amended, and any successor thereto. References to a particular section of the Code include references to regulations and rulings thereunder and to successor provisions. 2.9 “Committee” means the ompensation ommittee of the Board. 2.10 “Company” means Peabody nergy orporation, and any successor. 2.11 “Continuation Benefits” has the meaning set forth in Section 7.2. 2.12 “Disability” means a mental or physical illness that entitles a Participant to receive benefits under the long-term disability plan of the Company or any of its subsidiaries, or if the Participant is not covered by such a plan or the Participant is not an employee of the Company or any of its subsidiaries, a mental or physical illness that renders the Participant totally and permanently


 
Please initial here: ______/s/ MJR_______ Page 17 of 35 ME_227556369_1 incapable of performing the Participant’s duties for the ompany or any of its subsidiaries. Notwithstanding the foregoing, a Disability shall not qualify under this Plan if it is the result of (a) a willfully self-inflicted injury or willfully self-induced sickness, or (b) an injury or disease contracted, suffered, or incurred while participating in a felony criminal offense. 2.13 “Eligible Executive” has the meaning set forth in Section 4. 2.14 “Good Reason” has the meaning set forth in Section 4.2. 2.15 “Long-Term Incentive Awards” means equity-based compensation awards under the ompany’s equity incentive plan(s). 2.16 “Participant” has the meaning set forth in Section 4. 2.17 “Participation Agreement” means a Participation greement substantially in the form attached hereto as Exhibit A. 2.18 “Plan” means this Peabody nergy orporation 2019 xecutive Severance Plan, as described in this document and as amended or amended and restated from time to time. 2.19 “Pro Rata Bonus” has the meaning set forth in Section 7.1. 2.20 “Qualifying Termination” has the meaning set forth in Section 4. 2.21 “Reference Bonus” means the average of the Bonus (including any deferred Bonus) paid to the Participant for the three (3) calendar years preceding the year of the Participant’s termination of employment; or, if the Participant has not been employed long enough to have been paid a Bonus for such three (3) calendar years, the average of the Bonus (including any deferred Bonus) paid to the Participant for the number of full calendar years the Participant was employed by the Company; or, if the Participant has been employed less than one full calendar year (or has not yet been paid a Bonus for a full calendar year), the target Bonus opportunity (including any deferred target Bonus opportunity) for the Participant on an annualized basis. 2.22 “Release” has the meaning set forth in Section 8. 2.23 “Severance Payment” has the meaning set forth in Section 7.1.


 
Please initial here: ______/s/ MJR_______ Page 18 of 35 ME_227556369_1 2.24 “Severance Period” means, with respect to each Participant, a number of full and/or partial years beginning on the date the Participant’s employment is terminated, which number shall be equal to the number by which under the terms of this Plan the Participant’s Base Salary is multiplied for purposes of calculating the Participant’s Severance Payment pursuant to Section 7.1. 3. Administration. The Plan shall be administered by the Committee, except that (a) for purposes of the participation of the ompany’s hief xecutive fficer (“CEO”) in the Plan, the Plan shall be administered by the Committee and the other independent members of the Board established as a special committee of the Board for this purpose and (b) for purposes of Section 14, the Plan may be administered by the Committee or a person or persons appointed from time to time by the Committee, as determined by the Committee, which appointment may be revoked at any time by the ommittee (as applicable, the “Administrator”). Subject to the provisions of the Plan, the Administrator shall have exclusive authority to interpret and administer the Plan, to establish appropriate rules relating to the Plan, to delegate some or all of its authority under the Plan to the extent permitted by law, and to take all such steps and make all such determinations in connection with the Plan and the benefits granted pursuant to the Plan as it may deem necessary or advisable. Any reasonable decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. 4. Eligibility; Certain Conditions to Payment. Eligibility under the Plan is limited to certain executives and officers of the Company who are employed in full-time positions in the ompany’s businesses located in the U.S. (“Eligible Executives”). he dministrator in its sole discretion will, from time to time, select those ligible xecutives who will participate from time to time in the Plan (“Participants”) and will notify the Participants of such participation. Subject to the provisions of this Plan, Participants shall receive the Severance Payment and ontinuation Benefits described in this Plan if the Participant’s employment with the ompany is terminated (a) by the Company for a reason other than Cause, Disability or death, or (b) by the Participant for Good eason (any such termination, a “Qualifying Termination”). he provisions of this Plan shall not apply to any officer or executive who is covered by a written employment, change in control or severance agreement. In addition, a Participant who is, immediately prior to the effective date of this Plan, participating in the 2015 mended and estated xecutive Severance Plan as a “Participant” under such plan will be considered a “Grandfathered Participant” for certain purposes under this Plan as described herein. 4.1 Cause. or purposes of this Plan, the term “Cause” means: (a) any willful fraud, dishonesty or misconduct of the Participant that can reasonably be expected to have a detrimental effect on (i) the reputation or business of the Company or


 
Please initial here: ______/s/ MJR_______ Page 19 of 35 ME_227556369_1 any of its subsidiaries or affiliates or (ii) the Participant’s reputation or performance of his or her duties to the Company or any of its subsidiaries or affiliates; (b) willful refusal or failure of the Participant to comply with the ompany’s ode of Business onduct and thics, the ompany’s nti-Corruption and Bribery policy or any other material corporate policy of the Company; (c) the Participant’s willful or repeated failure to meet documented performance objectives or to perform his or her duties or to follow reasonable and lawful directives of his or her manager; (d) the Participant’s conviction of, or plea of guilty or nolo contendere to (i) any felony; or (ii) any other criminal charge that may reasonably be expected to have a material detrimental effect on the reputation or business of the Company or any of its subsidiaries or affiliates; or (e) the Participant’s willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to the Participant’s employment with the ompany, after being instructed to cooperate by the Chairman and/or CEO or by the Board, or the willful destruction of or willful failure to preserve documents or other material known to be relevant to any such investigation; provided that with respect to clause (b) or (c) above, the Participant shall have fifteen (15) business days following written notice of the conduct which is the basis for the potential termination for ause within which to cure such conduct, to the extent it can be cured, to prevent termination for ause by the ompany. If the Participant reasonably cures the conduct that is the basis for the potential termination for ause within such period, the ompany’s notice of termination shall be deemed withdrawn. 4.2 Good Reason. or purposes of this Plan, the term “Good Reason” means the occurrence, without the Participant’s consent, of any one or more of the following events: (a) a material reduction (other than a reduction that generally affects all similarly-situated executives that does not exceed ten percent (10%) in one year or twenty percent (20%) in the aggregate over three (3) consecutive years) by the Company in the Participant’s Base Salary from that in effect immediately prior to the reduction (in which event the Severance


 
Please initial here: ______/s/ MJR_______ Page 20 of 35 ME_227556369_1 Payment shall be calculated based on the Participant’s Base Salary in effect immediately prior to any such reduction); (b) a material reduction, other than a reduction that generally affects all similarly-situated executives, by the ompany in the Participant’s target or maximum Bonus opportunity or in the Participant’s target or maximum annual ong erm Incentive wards opportunity from those in effect immediately prior to any such reduction (in which event any portion of the Severance Payment that relates to Bonus shall be calculated based on the Bonus in effect immediately prior to any such reduction); (c) relocation, other than through mutual agreement in writing between the Company and Participant or a secondment or temporary relocation for a reasonably finite period of time, of the Participant’s primary office by more than 50 miles from the location of the Participant’s primary office as of the date the Participant becomes a Participant in the Plan; (d) any material diminution or material adverse change in the Participant’s duties or responsibilities as they exist as of the date the Participant becomes a Participant in the Plan; or (e) any modification or amendment of this Plan within two (2) years following a Change in Control that decreases the Severance Payment payable to any Participant or that makes any provision materially less favorable for any Participant; provided, that to terminate employment for Good eason, (i) the Participant must provide written notice to the ompany within ninety (90) days following the occurrence of the event(s) or condition(s) that the Participant believes constitutes Good eason and such notice shall describe the conduct the Participant believes to constitute Good eason, (ii) the ompany must respond in writing to the Participant within thirty (30) days after receiving such notice as to whether ( ) the ompany expects to attempt to cure such events or conditions and (B) the ompany agrees that the events or conditions constitute Good eason, (iii) the ompany shall have the opportunity to cure such events or conditions within thirty (30) days after receiving such notice under clause (i), and (iv) if the ompany does not cure the events or conditions that are the basis for the potential termination for Good eason within such thirty (30) day period, the Participant must actually terminate employment within fifteen (15) days following the expiration of such thirty (30) day cure period. If the ompany cures the events or conditions that are the basis for the potential termination for Good eason within such thirty (30) day period, the Participant’s notice of termination shall be deemed withdrawn. If the Participant does not give notice to the ompany as


 
Please initial here: ______/s/ MJR_______ Page 21 of 35 ME_227556369_1 described in this Section 4.2 within ninety (90) days after an event or condition giving rise to Good eason, the Participant’s right to claim Good eason termination on the basis of such event shall be deemed waived. 5. Equity Awards. This Plan does not alter or amend any vesting or other terms and conditions of the any Long- Term Incentive Awards, which shall be governed by the terms and conditions set forth in the equity incentive plan(s) and separate written grant agreements. 6. Notice. he ompany or any Participant may terminate the Participant’s employment at any time for any reason by delivery of notice to the other party at least the number of days in advance of the date of termination as set forth below in the table in Section 7.1; provided, that if the Company terminates the Participant’s employment for ause under Section 4.1, no advance written notice is required; and provided, further, that no communication, statement or announcement shall be considered to constitute notice of termination of the Participant’s employment unless it is in writing and specifically recites that it is a notice of termination for purposes of this Plan.


 
Please initial here: ______/s/ MJR_______ Page 22 of 35 ME_227556369_1 7. Severance Payment and Continuation Benefits. 7.1 Severance Payment. Subject to the provisions of this Plan, if the Participant experiences a Qualifying ermination, the ompany, as severance, shall pay to the Participant an amount (the “Severance Payment”) as determined by the following table. Participant Severance Payment otice Period #1. (only in the event of a Qualifying ermination that occurs within two (2) years following a hange in ontrol) 1. wo and one-half (2 ½) times the Participant’s Base Salary. 2. wo and one-half (2 ½) times the eference Bonus. 3. n amount equal to the product of ( ) the Bonus actually earned by the Participant (if any) for the year in which the Qualifying ermination occurs, multiplied by (B) a fraction (in no case greater than 1) the numerator of which is the number of days from (and including) the first day of the applicable performance period for such Bonus through (and including) the date of such Qualifying ermination and the denominator of which is the total number of days in the applicable performance period for such Bonus (such amount, the “Pro ata Bonus”). 4. wo and one-half (2 ½) times six percent (6%) of the Participant’s Base Salary. 90 days #2. (except as provided in #1 above) 1. wo (2) times the Participant’s Base Salary. 2. wo (2) times the eference Bonus. 3. n amount equal to the Pro ata Bonus. 4. wo (2) times six percent (6%) of the Participant’s Base Salary. 90 days #3. xecutive eadership eam (only ( ) in the event of a Qualifying ermination that occurs within two (2) years following a hange in 1. wo (2) times the Participant’s Base Salary. 2. wo (2) times the eference Bonus. 3. n amount equal to the Pro ata Bonus. 4. wo (2) times six percent (6%) of the Participant’s Base Salary. 90 days


 
Please initial here: ______/s/ MJR_______ Page 23 of 35 ME_227556369_1 Participant Severance Payment otice Period ontrol), and (B) if such Participants are Grandfathered Participants) #4. xecutive eadership eam (only ( ) in the event of a Qualifying ermination that occurs within two (2) years following a hange in ontrol), and (B) if such Participants are not Grandfathered Participants) 1. wo (2) times the Participant’s Base Salary. 2. wo (2) times the eference Bonus. 3. n amount equal to the Pro ata Bonus. 90 days #5. xecutive eadership eam (except as provided in #3 or #4 above, and if such Participants are Grandfathered Participants) 1. wo (2) times the Participant’s Base Salary. 2. wo (2) times the eference Bonus. 3. n amount equal to the Pro ata Bonus. 4. wo (2) times six percent (6%) of the Participant’s Base Salary. 90 days #6. xecutive eadership eam (except as provided in #3 or #4 above, and if such Participants are not 1. ne and one-half (1 ½) times the Participant’s Base Salary. 2. ne and one-half (1 ½) times the eference Bonus. 3. n amount equal to the Pro ata Bonus. 90 days


 
Please initial here: ______/s/ MJR_______ Page 24 of 35 ME_227556369_1 Participant Severance Payment otice Period Grandfathered Participants) #7. Group xecutives and any other Participants not otherwise specified above (only ( ) in the event of a Qualifying ermination that occurs within two (2) years following a hange in ontrol), and (B) if such Participants are Grandfathered Participants) 1. ne and one-half (1 ½) times the Participant’s Base Salary 2. ne and one-half (1 ½) times the eference Bonus 3. n amount equal to the Pro ata Bonus. 4. ne and one-half (1 ½) times six percent (6%) of the Participant’s Base Salary. 60 days #8. Group xecutives and any other Participants not otherwise specified above (only ( ) in the event of a Qualifying ermination that occurs within two (2) years following a hange in ontrol), and (B) if such Participants are not 1. ne and one-half (1 ½) times the Participant’s Base Salary 2. ne and one-half (1 ½) times the eference Bonus 3. n amount equal to the Pro ata Bonus. 60 days


 
Please initial here: ______/s/ MJR_______ Page 25 of 35 ME_227556369_1 Participant Severance Payment otice Period Grandfathered Participants) #9. Group xecutives and any other Participants not otherwise specified above (except as provided in #7 or #8 above, and if such Participants are Grandfathered Participants) 1. ne and one-half (1 ½) times the Participant’s Base Salary 2. ne and one-half (1 ½) times the eference Bonus 3. n amount equal to the Pro ata Bonus. 4. ne and one-half (1 ½) times six percent (6%) of the Participant’s Base Salary. 60 days #10. Group xecutives and any other Participants not otherwise specified above (except as provided in #7 or #8 above, and if such Participants are not Grandfathered Participants) 1. ne times the Participant’s Base Salary 2. ne times the eference Bonus 3. n amount equal to the Pro ata Bonus. 60 days


 
Please initial here: ______/s/ MJR_______ Page 26 of 35 ME_227556369_1 Subject to Sections 8 and 9, the ompany shall pay such Severance Payment (other than the Pro ata Bonus) in substantially equal monthly payments over the Severance Period; provided, that such payments shall begin on the sixty-fifth (65th) day following the Participant’s termination of employment and the first payment will include any monthly instalment that would have been paid during the sixty-five (65) day period following the Participant’s termination of employment if the payments had begun on the first day of the Severance Period. he ompany shall pay the Pro ata Bonus, if any, at the same time as Bonuses are paid to other recipients for the year in which the Qualifying ermination occurs, but in no event later than arch 15 of the year following the year in which the Qualifying ermination occurs. (a) As a condition of receiving the Severance Payment, the Participant shall remain employed in good standing until the earlier of (a) the termination date specified in the notice of termination provided for in Section 6, or (b) for so long as his or her services are required by the Company. With the mutual agreement of the Participant and the Company, the Participant may remain employed beyond the period described in the preceding sentence. (b) If Cause (other than pursuant to Section 4.1(c) hereof) is determined to have existed during the Participant’s employment, and such determination is made within two (2) years following his or her termination of employment, or as otherwise required by law, the Company reserves the right, subject to Section 409A of the Code, to recoup any Severance Payment paid to the Participant. 7.2 Continuation Benefits. Subject to the provisions of this Plan, the Participant shall be entitled to continuation of group health coverage (including medical, dental, and vision benefits, to the extent permitted under the applicable plan), and the health care flexible spending account (to the extent required to comply with COBRA continuation coverage requirements) (collectively, the “Continuation Benefits”) in accordance with the applicable plan terms and applicable law, and to the extent that such programs and plans are maintained by the Company, for the shorter of (x) the Severance Period or (y) eighteen (18) months following the date of the Participant’s termination of employment (the “Benefit Continuation Period”); provided, however, that the Participant pays the full cost of his or her coverage under such plans, except that the Participant shall pay only the required contributions for any health care continuation coverage required to be provided to or on behalf of the Participant under COBRA, on the same basis as any other plan participant electing similar COBRA continuation coverage under the Company health plan; and provided, further, that any such coverage shall terminate to the extent that the Participant obtains comparable benefits from any other employer during the Benefit Continuation Period. The Participant shall be reimbursed by the Company for the cost of the Continuation Benefits (except that the reimbursement for his or her required contributions for COBRA health care continuation coverage shall be reduced by an amount equal to the cost paid by an active employee for similar coverage under the Company health plan), and any such reimbursement shall be treated as taxable and reduced by applicable tax withholding.


 
Please initial here: ______/s/ MJR_______ Page 27 of 35 ME_227556369_1 8. Release; Participation Agreement. 8.1 Release. A Participant shall only be entitled to receive the Severance Payment if, within sixty-five (65) days after the Participant’s termination of employment, he or she shall have executed and delivered (and, if applicable, not revoked) a release of claims against the Company (and its officers, directors, employees, affiliates, stockholders, etc.) in a form reasonably satisfactory to the Company in the ompany’s sole discretion (the “Release”), and any applicable revocation period for the Release has expired within such sixty-five (65) day period without the Participant revoking the Release. The form of Release shall be delivered to the Participant by the Company at the time of, or within five (5) days after, the termination of the Participant’s employment. Should the Participant revoke all or any portion of the Release within any legally applicable revocation period, then the Participant will be treated hereunder as if he or she did not execute the Release, and the Participant will not be entitled to any of the payments or benefits provided under Section 7. 8.2 Participation Agreement. No Eligible Executive shall be designated as a Participant, and no Participant shall be entitled to receive the Severance Payment, unless he or she shall have executed and delivered the Participation Agreement while employed with the Company, and such shall be in full force and effect. The Participation Agreement shall terminate without further action of the ompany or a Participant if, prior to the termination of the Participant’s employment with the Company, the Participant ceases to be designated as a Participant. 8.3 Breach of Participation Agreement. If a Participant materially breaches any provision of the Participation Agreement or the Release, the Administrator may determine that he or she (i) will forfeit any unpaid portion of the Severance Payment or right to reimbursements under Section 7.2 hereof and (ii) will repay to the Company any portion of the Severance Payment or any reimbursements received pursuant to Section 7.2 hereof previously paid to him or her. 9. Section 409A. 9.1 Notwithstanding anything to the contrary contained in this Plan, the payments and benefits provided under this Plan are intended to comply with, or be exempt from, Section 409A of the Code and the applicable guidance and regulations thereunder (collectively, “Section 409A”), and the provisions of this Plan shall be interpreted such that the payments and benefits provided under the Plan are either exempt from, or are in compliance with, Section 409A. Notwithstanding the foregoing, neither the Company nor the Administrator has any obligation to take any action to prevent the assessment of any additional income tax, interest or penalties under Section 409A on any person and none of the Company, it subsidiaries or any of their employees, agents or representatives, including the Administrator, shall have any liability to any Participant with respect thereto.


 
Please initial here: ______/s/ MJR_______ Page 28 of 35 ME_227556369_1 It is also intended that the terms “termination” and “termination of employment” and like terms as used herein shall constitute a “separation from service” within the meaning of Section 409 . he dministrator may modify the payments and benefits under this Plan at any time solely as necessary to avoid adverse tax consequences under Section 409A; provided, however, that this Section 9 shall not create any obligation on the part of the Administrator to make such modifications or take any other action. 9.2 Anything in the Plan to the contrary notwithstanding, each payment of the Severance Payment made to a Participant shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. 9.3 nything in the Plan to the contrary notwithstanding, if a Participant is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Participant’s termination of employment, then any payment or benefit which would be considered “nonqualified deferred compensation” within the meaning of Section 409 that the Participant is entitled to receive upon the Participant’s “separation from service” within the meaning of Section 409 and which otherwise would be payable during the six-month period immediately following the Participant’s termination of employment will instead be paid, or commence to be paid, without interest, on the first regularly scheduled payroll date to occur on or after the seventh month following the Participant’s termination of employment (or, if earlier, the date of the Participant’s death). 9.4 With regard to any provision herein that provides for reimbursement of costs and expenses or in- kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. 10. Withholding. The Company shall be entitled to withhold from payments to or on behalf of the Participant any amount of tax or other withholding required by law. 11. Governing Law. This Plan shall be construed, interpreted and governed in accordance with the laws of the State of Delaware, without reference to rules relating to conflicts of law, except to the extent preempted by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). 12. Effect on Other Plans. This Plan supersedes in all respects any prior severance or termination benefit plan or policy of the Company that applies to Participants. Notwithstanding the foregoing, the Company and the Board reserve the right to adhere to other policies and practices that may be in effect for other groups of employees.


 
Please initial here: ______/s/ MJR_______ Page 29 of 35 ME_227556369_1 13. Amendment and Modification of Plan. This Plan may be modified, amended or terminated at any time by the Board without notice to Participants. Notwithstanding the foregoing, (a) for a period of two (2) years following a Change in Control, the Plan may not be discontinued, terminated or amended in such a manner that decreases the Severance Payment payable to any Participant or that makes any provision less favorable for any Participant without the consent of the Participant, and (b) subject to Section 9 or as may otherwise be required to comply with Section 409A of the Code or Section 10D of the Securities Exchange Act of 1934, as amended, the Plan may not be modified, amended or terminated in a manner adverse to Participants as of the date of the modification, amendment or termination without six (6) months’ advance written notice of such modification, amendment or termination (including modifying the eligibility of the Eligible Executives who are already Participants to participate in the Plan). 14. Claims, Inquiries and Appeals. 14.1 Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Administrator in writing by an applicant (or his or her authorized representative), to as follows: Chief Human Resources Officer c/o Peabody Energy Corporation 701 Market Street St. Louis, Missouri 63101 14.2 Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Administrator must notify the applicant, in writing, of the denial of the application, and of the applicant’s right to review the denial. he written notice of denial will be set forth in a manner designed to be understood by the applicant, and will include specific reasons for the denial, specific references to the Plan provisions upon which the denial is based, a description of any information or material that the Administrator needs to complete the review and an explanation of why such information or material is necessary, and an explanation of this Plan’s review procedure and the time limits applicable to such procedure, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 14.6 below. his written notice will be given to the applicant within 90 days after the dministrator receives the application, unless special circumstances require an extension of time, in which case the dministrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90-day period. his notice of extension will describe the special circumstances necessitating the additional time and the date by which the dministrator is to render its decision on the application. If written notice of denial of the application for benefits is not furnished within the specified time, the application shall


 
Please initial here: ______/s/ MJR_______ Page 30 of 35 ME_227556369_1 be deemed to be denied. he applicant will then be permitted to appeal the denial in accordance with the review procedure described below. 14.3 Request for a Review. ny person (or that person’s authorized representative) for whom an application for benefits is denied (or deemed denied), in whole or in part, may appeal the denial by submitting a request for a review to the Administrator within 60 days after the application is denied (or deemed denied). The Administrator will give the applicant (or his or her representative) a reasonable opportunity to review pertinent documents in preparing a request for a review and submit written comments, documents, records and other information relating to the claim. A request for a review will be in writing and will be addressed to: Chief Human Resources Officer c/o Peabody Energy Corporation 701 Market Street St. Louis, Missouri 63101 request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. he dministrator may require the applicant to submit additional facts, documents or other material as it may find necessary or appropriate in making its review. 14.4 Decision on Review. The Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Administrator is to render its decision on the review. The Administrator will give prompt, written notice of its decision to the applicant. In the event that the Administrator confirms the denial of the application for benefits in whole or in part, the notice will outline, in a manner calculated to be understood by the applicant, the specific reasons for the denial, the specific Plan provisions upon which the decision is based, a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim, and a statement of the applicant’s right to bring a civil action under Section 502(a) of IS . If written notice of the dministrator’s decision is not given to the applicant within the time prescribed in this Section 14.4, the application will be deemed denied on review. 14.5 Rules and Procedures. The Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Administrator may require an applicant who wishes to submit additional


 
Please initial here: ______/s/ MJR_______ Page 31 of 35 ME_227556369_1 information in connection with an appeal from the denial (or deemed denial) of benefits to do so at the applicant’s own expense. 14.6 Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the claimant (a) has submitted a written application for benefits in accordance with the procedures described by Section 14.1, (b) has been notified by the Administrator that the application is denied (or the application is deemed denied due to the dministrator’s failure to act on it within the established time period), (c) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 14.3 and (d) has been notified in writing that the Administrator has denied the appeal (or the appeal is deemed to be denied due to the dministrator’s failure to take any action on the claim within the time prescribed by Section 14.4). 15. No Employment Rights. Neither this Plan nor the benefits hereunder shall be a term of the employment of any employee, and the Company shall not be obligated in any way to continue the Plan. The terms of this Plan shall not give any employee the right to be retained in the employment of the Company. 16. Effective Date. This Plan shall become effective as of January 1, 2019, after adoption by the Board. EXHIBIT A PARTICIPATION AGREEMENT his Participation greement (the “ greement”) dated [ ], is by and between Peabody nergy orporation, a Delaware corporation (the “ ompany”), and [ ] (“ xecutive”). WH S, xecutive has accepted employment in a senior position with the ompany and is a participant in the ompany 2019 xecutive Severance Plan, as may be amended or amended and restated from time to time (the “Severance Plan”); and WH S, the ompany deems it essential to the protection of its confidential information and competitive standing in its market to have its senior leadership have reasonable restrictive covenants in place; and WH S, xecutive agrees and acknowledges that the ompany has a legitimate interest to protect its confidential information and competitive standing. W H , in consideration for the provisions stated below, and intending to be legally bonded thereby, the parties agree as follows. 1. xecutive has been informed and is aware that the execution of this greement is a necessary term and condition of xecutive’s employment, continued employment or receipt of severance payment. 2. he term “ onfidential Information” as used in this greement shall be broadly interpreted to include, without limitation, materials and information (whether in written, electronic or other form and whether or not identified as confidential at the time of disclosure) concerning technical matters, business matters, business plans,


 
Please initial here: ______/s/ MJR_______ Page 32 of 35 ME_227556369_1 operations, opportunities, plans, processes, procedures, standards, strategies, policies, programs, software, schematics, models, systems, results, studies, analyses, compilations, forecasts, data, figures, projections, estimates, components, records, methods, criteria, designs, quality control, research, samples, work-in-progress, prototypes, data, materials, clients and prospective clients, customer lists, contracts, projects, suppliers, referral sources, sales, marketing, bidding, purchasing, personnel, financial condition, assets, inventory, accounts payable, accounts receivable, tax matters, books of account, financing, collections, intellectual property, trade secrets and all other know-how and information of the ompany or any subsidiary of the ompany which has not been published or disclosed to the general public. While employed by the ompany and at all times thereafter, xecutive will keep onfidential Information, including trade secrets, confidential and shall not, directly or indirectly, use for himself or herself or use for, or disclose to, any party other than the ompany, or any subsidiary of the ompany (other than in the ordinary course of xecutive’s duties for the benefit of the ompany or any subsidiary of the ompany), any onfidential Information. t the termination of xecutive’s employment or at any other reasonable time the ompany or any of its subsidiaries may request, xecutive shall promptly deliver to the ompany all memoranda, notes, records, plats, sketches, plans or other documents (including, without limitation, any “soft” copies or computerized or electronic versions thereof) containing onfidential Information, including trade secrets or any other information concerning ompany’s business, including all copies, then in xecutive’s possession or under xecutive’s control whether prepared by xecutive or others. otwithstanding the foregoing, ompany employees, contractors, and consultants may disclose trade secrets in confidence, either directly or indirectly, to a ederal, State or local government official or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. dditionally, ompany employees, contractors, and consultants who file retaliation suits for reporting a suspected violation of law may disclose related trade secrets to their attorney and use them in related court proceedings, as long as the individual files documents containing the trade secret under seal and does not otherwise disclose the trade secret except pursuant to ourt order. 3. In consideration of the ompany’s obligations under this greement, xecutive agrees that while employed by the ompany and for a period of one (1) year thereafter, without the prior written consent of the Board of Directors of the ompany (the “Board”), he or she shall not, directly or indirectly, as principal, manager, agent, consultant, officer, director, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any entity which is in competition with the business of the ompany or its subsidiaries. otwithstanding the foregoing, if the Severance Plan is discontinued, terminated or amended in such a manner that materially decreases the severance payment payable to xecutive or that makes any provision materially less favorable for xecutive without the consent of xecutive, the restrictions set forth in this paragraph 3 shall not apply to xecutive. 4. In consideration of the ompany’s obligations under this greement, xecutive agrees that while employed by the ompany and for a period of one (1) year thereafter, without the prior written consent of the Board, he or she shall not, on his or her own behalf or on behalf of any person, firm or company, directly or indirectly, (a) solicit or offer employment to or hire any person who is or has been employed by the ompany or its subsidiaries at any time during the twelve (12) months immediately preceding such solicitation or (b) solicit or entice away or in any manner attempt to persuade any client, vendor, partner, customer or prospective customer of the ompany to discontinue or diminish his, her or its relationship or prospective relationship with the ompany or to otherwise provide his, her or its business


 
Please initial here: ______/s/ MJR_______ Page 33 of 35 ME_227556369_1 to any corporation, partnership or other business entity which engages in any line of business in which the ompany is engaged (other than the ompany). 5. or purposes of this greement, an entity shall be deemed to be in competition with the ompany if it enters into or engages in any business or activity that substantially and directly competes with the business of the ompany. or purposes of this paragraph 5, the business of the ompany is defined to be: active metallurgical and thermal coal mining, preparation and sale; the marketing, brokering and trading of metallurgical and thermal coal; and the optimization of our metallurgical and thermal coal reserves; in each case by the ompany and its direct and indirect subsidiaries or affiliated or related companies. otwithstanding this paragraph 5 or paragraph 8, nothing herein shall be construed so as to preclude xecutive from investing in any publicly or privately held company, provided that no such investment in the equity securities of an entity with publicly traded equity securities may exceed one percent (1%) of the equity of such entity, and no such investment in any other entity may exceed five percent (5%) of the equity of such entity, without the prior written approval of the Board. 6. xecutive agrees that he or she will not at any time make, directly or indirectly, any negative, derogatory, disparaging or defamatory comment, whether written, oral or in electronic format, to any reporter, author, producer or similar person or entity or to any general public media in any form (including, without limitation, books, articles or writings of any other kind, as well as film, videotape, audio tape, computer/Internet format or any other medium) that concerns directly or indirectly the ompany its business or operations, or any of its current or former agents, employees, officers, directors, customers or clients. xecutive understands that nothing in this section or this greement limits xecutive’s ability to communicate with any government agencies or otherwise participate or cooperate with an investigation conducted by the qual mployment pportunity ommission, the Securities and xchange ommission, or other similar agency, including providing documents or other information, without notice to the ompany. 7. Upon the termination of xecutive’s employment for any reason, xecutive or his or her estate shall surrender to the ompany all correspondence, letters, files, contracts, mailing lists, customer lists, advertising materials, ledgers, supplies, equipment, checks, and all other materials and records of any kind that are the property of the ompany or any of its subsidiaries or affiliates, that may be in xecutive’s possession or under his or her control, including, without limitation, any “soft” copies or computerized or electronic versions thereof. 8. xecutive agrees that the covenant not to compete, the covenants not to solicit and the covenant not to make disparaging comments are reasonable under the circumstances and will not interfere with his or her ability to earn a living or otherwise to meet his or her financial obligations. xecutive and the ompany agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of this covenant which appear unreasonable and to enforce the remainder of the covenant as so amended. xecutive agrees that any breach of the covenants contained in this greement would irreparably injure the ompany. ccordingly, xecutive agrees that, in the event that a court enjoins xecutive from any activity prohibited by this greement, the ompany may, in addition to pursuing any other remedies it may have in law or in equity, cease making any payments otherwise required under the Severance Plan and xecutive’s employment agreement with the ompany (if any) and obtain an injunction against xecutive from any court having jurisdiction over the matter restraining any further violation of this greement by xecutive.


 
Please initial here: ______/s/ MJR_______ Page 34 of 35 ME_227556369_1 9. xecutive acknowledges and agrees that cash and equity incentive compensation paid in connection with this employment and any severance payments or benefits after the termination of xecutive’s employment, including under the Severance Plan, shall be subject to cancellation and recoupment by the ompany, and shall be repaid by xecutive to the ompany, to the extent required by law, regulation or listing requirement, or by any ompany policy adopted pursuant thereto. 10. o waiver or modification of all or any part of this greement will be effective unless set forth in a written document signed by both the ompany and xecutive expressly indicating their intention to waive or modify the specified provisions of this greement. If the ompany chooses not to enforce its rights in the event xecutive breaches some or all of the terms of this greement, the ompany’s rights with respect to any such breach shall not be considered a waiver of a future breach by xecutive of this greement, regardless of whether the breach is of a similar nature or not. 11. his greement accurately sets forth and entirely sets forth the understandings reached between xecutive and the ompany with respect to the matters treated herein. If there are any prior written or oral understandings or agreements pertaining to the subject matter addressed in this greement, they are specifically superseded by this greement and have no effect, except that any other restrictive covenant agreements by and between xecutive and the ompany shall remain in full force and effect. his greement is binding on xecutive and the ompany, and our respective successors, assigns and representatives. his greement shall terminate without further action of the parties if, prior to the termination of xecutive’s employment with the ompany, xecutive ceases to be designated as a participant in the Severance Plan. 12. Because of ompany’s and xecutive’s substantial contacts with the State of issouri, the fact that ompany’s headquarters is located in issouri, the parties’ interests in ensuring that disputes regarding the interpretation, validity, and enforceability of this greement are resolved on a uniform basis, and ompany’s making and execution of this greement in issouri, the parties agree that the greement shall be interpreted and governed by the laws of the State of issouri, without regard for any conflict of law principles. he parties agree that the exclusive venue and jurisdiction for any litigation concerning or arising out of or based on this greement shall be the federal and state courts located in issouri. he parties expressly consent to the personal jurisdiction and venue of said courts. he provisions of this paragraph shall not restrict the ability of ompany or xecutive to enforce in any court any judgment obtained in issouri federal or state court. I WI SS WH , and the ompany and xecutive have executed this greement on the date(s) noted next to their respective signatures. PEABODY ENERGY CORPORATION EXECUTIVE /s/ James . Grech /s/ alcolm J. oberts ame ame


 
Please initial here: ______/s/ MJR_______ Page 35 of 35 ME_227556369_1 President & hief xecutive fficer VP & itle itle ugust 7, 2025 ugust 7, 2025 Date Date