UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported, Martha A. Wiegand, General Counsel and Secretary of CONSOL Energy Inc. (the “Company”), departed the Company on August 7, 2024 (the “Separation Date”). On November 6, 2024, Ms. Wiegand entered into a Separation of Employment and General Release Agreement (the “Separation Agreement”) with the Company and Consol Mining Company LLC effective as of the Separation Date, pursuant to which, in exchange for a general release of claims and subject to Ms. Wiegand’s compliance with certain restrictive covenants and provided that Ms. Wiegand does not revoke the Separation Agreement during the seven-day period following her signing of the Separation Agreement, Ms. Wiegand is entitled to receive a lump sum payment of approximately $695,425 and, subject to Ms. Wiegand’s election of COBRA health care continuation coverage, the Company will pay Ms. Wiegand’s and her eligible dependents’ monthly COBRA premiums for 18 months commencing on the Separation Date.
In addition, the Separation Agreement provides that Ms. Wiegand is entitled to payment of all vested benefits under the Consol Energy, Inc. Non-Qualified Defined Contribution Restoration Plan pursuant to the terms of such plan, including with respect to payment amount and timing. Moreover, all equity award agreements, or any similar agreements, granted to Ms. Wiegand under the CONSOL Energy Inc. Omnibus Performance Incentive Plan (the “Omnibus Plan”): (i) that were outstanding as of the Separation Date that vest solely based on Ms. Wiegand’s continued employment with the Company are amended to fully vest on the Separation Date and settle by December 31, 2024, and (ii) that were outstanding as of the Separation Date that vest based on Ms. Wiegand’s continued employment with the Company and the achievement of previously established performance goals are amended so that Ms. Wiegand’s continued employment with the Company on or after the Separation Date is not a requirement for vesting and, as a result, any unvested performance-based awards remain eligible to vest based on the actual achievement of the performance goals established under the applicable award agreement. Except as noted above, the terms and conditions (including the restrictive covenants and related provisions) of each equity award agreement, or any similar agreement, granted to Ms. Wiegand under the Omnibus Plan remain fully applicable and enforceable.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Separation of Employment and General Release Agreement, by and between the Company and Martha A. Wiegand | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
SIGNATURES
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.
| CONSOL ENERGY INC. | ||
| By: |
/s/ Miteshkumar B. Thakkar | |
| Miteshkumar B. Thakkar | ||
| Chief Financial Officer and President | ||
Dated: November 12, 2024