EX-10.1 10 ex101.htm EX-10.1 ex101
 
 
ex101p1i0
 
-1-
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"),
 
made as of July 28, 2025,
effective
 
on August
18, 2025,
between Coronado Global Resources Inc. (the
 
"Company"), a Delaware corporation and Philip
 
Peacock
("Employee").
WITNESSETH:
WHEREAS the Company wishes
 
to offer employment to
 
the Employee and to
 
protect against Employee's
competing against the Company, and Employee desires to be employed by the Company and to provide
assurances of confidentiality as set forth in this
 
Agreement.
NOW, THEREFORE,
 
intending to be legally bound hereby, the Company hereby agrees to employ
Employee, and Employee hereby agrees
 
to be employed by the Company, upon the
 
following terms and
conditions:
1.0
Duties and Responsibilities
Employee shall hold the position of
 
Chief Legal Officer ("CLO") and shall render such
 
services and
perform such duties commensurate with this position as may be reasonably assigned from time to time by
the Company.
 
Excluding any periods of
 
vacation and sick leave to which
 
Employee is entitled,
 
Employee
agrees to devote reasonable attention and time
 
during normal
 
business hours to the business and affairs of
the Company and, to the extent necessary
 
to discharge the responsibilities assigned to Employee
hereunder, to use Employee's reasonable best efforts to perform faithfully
 
and efficiently such
responsibilities.
2.0
Compensation
a)
Employee's base salary effective as of the effective date set
 
forth above shall be $480,000 per
year, which shall be reviewed from time to
 
time and may be increased by the Company in the best
interests of the Company and
 
in accordance with Employee's then current responsibilities,
 
paid in
accordance with the Company's regular payroll
 
practices and on regularly scheduled payroll
 
dates. In
addition, Employee shall be entitled
 
to participate in all short-term incentive, long-term incentive,
welfare, savings and retirement and other employee
 
benefit plans, practices, policies, and programs
applicable generally to other executive officers of the
 
Company.
b)
The Company shall reimburse the Employee
 
for all reasonable business expenses paid
 
by the
Employee in the performance of duties
 
or as
 
otherwise may be approved by the
 
Company. Expenses shall
be reimbursed
 
within a reasonable
 
period of time (not to exceed four (4) weeks)
 
following the
submission of appropriate
 
proof of any such expenditures.
3.0
Personnel Policies
Employee agrees to adhere to and abide
 
by all personnel
 
policies as may
 
be established
 
by the Company
from time
 
to time
 
with respect
 
to all
 
employees of
 
the Company, subject
 
to any
 
provisions of
 
this Agreement
to the contrary.
4.0
Termination
 
of Employment
a)
Subject to the terms and provisions of this
 
Agreement, Employee's employment hereunder
 
shall
commence as of August 18, 2025, and shall continue
 
until December 31, 2026 (the "Expiration
 
Date").
Notwithstanding the foregoing to
 
the contrary, each year the Expiration Date shall be automatically
extended to December 31 of the
 
following year unless either party gives written
 
notice to the
 
other party,
on or before September 30 of
 
the year in which the Expiration Date is scheduled to occur, of its intention
not to extend the
Expiration Date.
 
-2-
b)
Either party may terminate this Agreement
 
by giving the other
 
party three (3)
 
months' written
notice. If notice of termination
 
is given to Employee, the
 
Company may, at its discretion, make a payment
in lieu of notice for all or part
 
of the notice period or require Employee
 
to work for all or part of the
notice period. If Employee or the Company gives
 
notice ending employment, the
 
Company may direct
Employee at any time during
 
the notice period not to attend work; not to perform all or part of
Employee's duties; perform duties that Employee has the necessary skills and competence
 
to perform
which are different to Employee's normal
 
duties; or cease contact with the Company's
 
clients, customers
or suppliers. In the event that Employee terminates
 
this Agreement without giving
 
the required period of
notice, Employee shall pay the Company an amount
 
equal to total remuneration
 
for the balance of the
notice period not served. Employee
 
agrees that this amount is a genuine pre-estimate of the loss the
Company
 
is likely to suffer
 
as a result of the failure to give the specified
 
period of notice.
c)
The employment of Employee hereunder may be terminated
 
by the Company with or
 
without
Cause (as defined below) or by Employee
 
with or without Good Reason (as defined
 
below). Employee's
employment shall terminate automatically if Employee dies. If
 
the Company determines in
 
good faith that
the Disability (as defined below) of Employee
 
has occurred, it may give to Employee written notice of its
intention to terminate Employee's
 
employment. In such event, Employee's
 
employment with the Company
shall terminate effective on the
 
30th day after receipt of
 
such notice by Employee, provided that,
 
within the
30 days after such receipt, Employee shall
 
not have returned to full-time
 
performance of Employee's duties.
Nothing in this section
 
shall be construed to
 
waive the Employee's rights,
 
if any, under existing law
including, without limitation, the Americans with
 
Disabilities Act.
d)
"Cause" shall mean by reason of Employee's:
 
(i) conviction of, or plea of nolo conlendere to, any
felony or to
 
any crime or offense causing
 
substantial harm to the Company or its affiliates or involving
acts of theft,
 
fraud, embezzlement,
 
moral turpitude, or similar
 
conduct, (ii) repeated intoxication by
alcohol or drugs during the performance of
 
such Employee's duties in a manner that
 
materially and
adversely affects the Employee's performance of such duties, (iii) malfeasance, in the conduct of such
Employee's duties, that consists of(!) willful
 
and intentional
 
misuse or diversion of funds of the Company
or its affiliates, (2) embezzlement, or (3) fraudulent or
 
willful and material misrepresentations
 
or
concealments on any written reports submitted
 
to the Company or its
 
Affiliates, or (iv) material failure to
perform the duties of Employee's
 
employment or material failure to follow or
 
comply with the reasonable
and lawful written directives of the board of
 
directors or the board of managers
 
or other governing body a
subsidiary or affiliate of the Company
 
by which such Employee is
 
employed, in either case after
 
the
Employee shall have been informed, in writing,
 
of such material failure and given a period
 
of not more
than thirty (30) days to fully remedy same.
e)
"Disability" shall mean Employee's incapacity
 
due to physical or mental illness that
 
(i) shall have
prevented Employee from performing duties for the
 
Company or any of its
 
subsidiaries or affiliates
 
on a
full­ time basis for more than 180 days or (ii)
 
(I) the board of directors determines, in good faith, is likely
to prevent Employee from performing such duties for such a I
 
80-day period and (2) 30 days has elapsed
since delivery to Employee of the
 
determination of the board and Employee
 
has not resumed such
performance of
duties.
f)
"Good Reason" shall mean, without Employee's
 
express written consent, the
 
occurrence of any
one or more
 
of the following: (i) a material
 
diminution of Employee's
 
authorities, duties, responsibilities,
and status (including offices, titles, and
 
reporting requirements)
 
as an employee of the Company
 
or any
successor thereof (any such diminution occurring as a result of the Company's
 
ceasing to be a publicly
traded entity (or its merger into, or acquisition of the business of the Company or of a
 
substantial
 
portion
of its assets by, another publicly traded entity) shall be deemed material for
 
purposes of the foregoing); (ii)
the Company requiring Employee to
 
be based at a location in excess of thirty-five
 
miles from the location
of Employee's principal job location or office immediately prior to such change; (iii) a reduction
 
in
Employee's
 
base salary
 
-3-
or any material reduction
 
by the Company of Employee's other compensation
 
or benefits; (iv) the failure
of the Company to obtain a satisfactory
 
agreement from any successor to the Company
 
to assume and
agree to perform the Company's obligations
 
under this Agreement; (v) any purported
 
termination by the
Company of Employee's employment that is
 
not effected pursuant to a notice of termination
(I)
that
indicates the specific termination
 
provision in this Agreement relied upon, and
 
(2) sets forth in reasonable
detail the facts and circumstances claimed to
 
provide a reasonable good faith basis for termination
 
of
Employee's employment; and (vi) a material breach of this Agreement
 
by the Company. Employee must
deliver the Company written notice of resignation
 
for Good Reason no later than
 
30 days after the
occurrence of any such
 
event in order for Employee's
 
resignation with Good Reason
 
to be effective
hereunder, and such resignation shall not be
 
deemed to be for
 
"Good Reason" hereunder unless
 
the
circumstance giving rise
 
to Employee's "Good Reason"
 
remains uncured at the end of such 30-day
 
period.
5.0
 
Compensation Upon Termination of Employment
a)
Termination
 
by the Company for Cause or
 
Resignation by Employee Without Good Reason. The
Company may terminate this
 
Agreement immediately without notice or payment in lieu of
 
notice for
Cause. If Employee's employment is
 
terminated
 
by the Company for Cause or by
 
Employee without Good
Reason, the Company shall provide the following
 
(referred to in this Agreement as the "Accrued
Obligations") to the Employee (i)
 
Employee's base salary, vacation, unpaid business expenses and other
cash entitlements
 
accrued through the date of termination shall be paid
 
to Employee in a
 
lump sum of
cash on the first regularly scheduled payroll
 
date that is at least ten (
 
I0) days from the date of termination
to the extent theretofore unpaid, (ii) the amount of any compensation previously deferred
 
by Employee
shall be paid to Employee in accordance with the terms of the applicable deferred compensation
 
plan to
the extent theretofore unpaid and
(iii) amounts that are
 
vested benefits or
 
that Employee is
 
otherwise entitled to receive under any
 
plan,
policy, practice or program
 
of or any other contract or agreement with the Company
 
at or subsequent to
the date of termination, payable in accordance
 
with such plan, policy, practice or program or contract
 
or
agreement, and the Company shall have no other
 
severance obligations with respect to Employee
 
under
this Agreement.
b)
Termination by the Company
 
Without Cause or Resignation
 
by the Employee for Good Reason.
If Employee's employment is
 
terminated
 
by the Company
 
without Cause or if Employee resigns for
Good Reason, the Company shall provide the following
 
to Employee (i) the Accrued Obligations,
payable as provided in Section 5(a) hereof, (ii)
 
a period of nine (9) months
 
("Severance Period") base
salary based upon the salary Employee earned
 
at the time of termination, and (iii)
 
an amount equal to the
cost to Employee for the continuation of any
 
health and medical benefits during the Severance
 
Period.
Any payments due hereunder shall be
 
conditioned upon Employee having provided,
 
within sixty (60)
days of termination of employment, an irrevocable
 
waiver and general release of claims in
 
favor of the
Company (and its respective affiliates,
 
subsidiaries, successors, officers, directors, and
 
employees) in a
form reasonably satisfactory to
 
the Company.
c)
Death or Disability. If Employee's employment is terminated by reason of Employee's death or
Disability, the Company shall provide the Accrued
 
Obligations to Employee, or in
 
the event of
Employee's death, to Employee's estate
 
or beneficiaries, and the Company shall
 
have no other severance
obligations with respect to Employee
 
under this Agreement.
d)
Upon termination or resignation
 
in accordance with
 
Section 5(b), the Employee
 
will only be
entitled to receive applicable compensation payments as set out in this Section 5(b), if Employee signs a
release of legal claims in a form mutually agreeable
 
to the parties.
6.0
 
Confidential Information etc.
a)
Employee recognizes and acknowledges that:
 
(i) in the course of Employee's employment
 
by
the Company it will be necessary for Employee
 
to acquire information
 
which could include, in
 
whole or
in part,
 
-4-
information concerning the Company's sales,
 
sales volume, sales methods, sales proposals,
 
customers and
prospective customers, identity of
 
customers and prospective customers, identity
 
of key purchasing
personnel in the employ of customers and prospective
 
customers, amount or kind of customers'
 
purchases
from the Company, the Company's sources of supply, computer programs, system documentation, special
hardware, product hardware, related software development,
 
manuals, formulae, processes, methods,
machines, compositions, ideas, improvements, inventions or other confidential or proprietary information
belonging to the Company or relating to the Company's
 
affairs (collectively referred to herein as the
"Confidential Information");
 
(ii) the Confidential Information
 
is the property of
 
the Company; (iii)
 
the
use, misappropriation or disclosure of the Confidential
 
Information would constitute a breach of trust
 
and
could cause irreparable injury to the Company; and
 
(iv) it is essential to the protection
 
of the Company's
good will and to the maintenance of the
 
Company's competitive position that the
 
Confidential Information
be kept secret and that Employee not disclose
 
the Confidential Information to others
 
or use the
Confidential
 
Information to Employee's own advantage
 
or the advantage of others. For purposes
 
of this
Agreement, Confidential Information shall not
 
include information known by Employee before
employment
 
with the Company or information
 
that becomes publicly available through
 
some means other
than disclosure by Employee in violation
 
of this Agreement.
b)
Employee further recognizes and acknowledges that
 
it is essential for
 
the proper protection of
the business of the Company that Employee
 
be restrained (i) from soliciting or inducing
 
any employee
of the Company or of any subsidiary
 
of the Company (for purposes of Sections 6.0,
 
7.0, and 8.0 herein
the "Company" shall mean to
 
include any subsidiaries or affiliates thereof)
 
to leave the employ of
 
the
Company,
(ii)
from
 
hiring or attempting to hire any Employee of the
 
Company, (iii) from soliciting the trade of or
trading with the customers of
 
the Company for
 
any business purpose, and (iv)
 
from competing against
the Company each according to the terms of
 
Section 6 following.
7.0
 
Confidentiality. Non-compete and Related Covenants
a)
Employee agrees to hold and safeguard the Confidential Information in trust for the Company, its
successors and assigns and agrees that Employee
 
shall not, without the prior written consent of
 
the
Company, disclose or make available to anyone for use outside the
 
Company at any time, either during
employment
 
by the Company or
 
subsequent to the termination or resignation
 
of employment by the
Company, for any reason, any of the Confidential Information,
 
whether or not developed by Employee,
except as required in the performance of Employee's
 
duties to the Company.
 
For the avoidance of doubt,
this provision shall not prohibit Employee from reporting possible violations of
 
federal law or regulation
to any governmental agency or entity or from
 
making other disclosures that are protected
 
under the
whistleblower provisions
 
of federal law or regulation.
 
The Company's approval shall not
 
be required, nor
shall notice to the
 
Company be required, in connection with
 
such reports or disclosures.
b)
Upon the termination of Employee's employment by the Company or resignation by the
Employee, for any reason, Employee
 
shall promptly deliver to the
 
Company all originals and copies of
correspondence, drawings, blueprints, financial
 
and business records, marketing and publicity
 
materials,
manuals, letters, notes, notebooks, laptops, reports,
 
flow-charts, programs, proposals and any documents
concerning the Company's customers or
 
concerning products or processes used by the
 
Company and,
without limiting the foregoing, shall promptly deliver
 
to the Company any and all other documents
 
or
materials containing or
constituting Confidential Information.
c)
Subject to the provisions of
 
Section 7(f) following, Employee agrees
 
that during employment by
the Company, Employee shall not, directly or indirectly, solicit the trade of, or trade with, any customer
or prospective customer of the Company for
 
any business purpose other than for the
 
benefit of the
Company. Upon termination of Employee's employment by the Company,
 
including without limitation
termination by the Company
 
in a termination for
 
Cause or otherwise, or upon
 
the resignation of
 
the
Employee, except in the case of Good Reason, Employee further agrees that for a period of one (I)
 
year
after the cessation of
 
-5-
employment hereunder, Employee shall not, directly or indirectly, solicit the trade of, or trade
 
with, any
customers, or prospective customers, of
 
the Company, or solicit or
 
induce, or attempt to solicit
 
or induce,
any employee of the Company to leave the
 
Company for any reason whatsoever or hire
 
any employee of the
Company, provided that nothing in this agreement
 
shall restrict Employee from making a
 
general
solicitation that is not specifically directed at any employee(s) of the Company, including through use of a
recruiting website or employment search firm
 
(so long as such firm us instructed
 
not to solicit any
employee(s) of the Company).
d)
Subject to the provisions of Section
 
7(f) following, during the period of Employee's
 
employment
hereunder and upon termination of Employee's
 
employment
 
by the Company, including without
limitation termination by the Company in a termination for Cause
 
or otherwise, or upon the resignation
 
of
the Employee except in the case of Good Reason,
 
Employee agrees that for a period of one (I)
 
year after
the cessation of employment hereunder, Employee shall not, in
 
any Competitive Territory, engage,
directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder
or otherwise, alone or in association with any other person, corporation or other entity, in any Competing
Business. For purposes of this Agreement, (i)
 
the term "Competing Business" shall mean the
 
production
or sales of metallurgical bituminous coal, and (ii)
 
the term "Competitive Territory" shall mean West
Virginia and Virginia.
e)
Prior to
 
accepting employment during the
 
one year non-compete period
 
referred to in Section
6(d), Employee shall notify the Company of
 
such employment opportunity in reasonable
 
detail in order
for the Company to determine if the position
 
Employee is seeking violates this Agreement.
f)
Notwithstanding the provisions of Sections 7(c)
 
or 7(d) to the contrary, the Company, it is sole
and absolute discretion, may, by written notice delivered to Employee promptly
 
after the termination of
Employee's employment by the Company or
 
the resignation of
 
Employee, elect to waive
 
and not enforce
the non-solicitation and non-compete provisions of
 
Sections 7(c) and 7(d).
g)
Unless the Company has provided notice that
 
it has waived and will not enforce both the
 
non-
solicitation and non-compete
 
provisions of Sections
 
7(c) and 7(d) as
 
provided in Section 7(f), during
 
the
six
(6) month period
 
beginning on the first business day following
 
the last day of Employee's employment
with the Company, the Company shall pay the Employee, in six
 
(6) equal monthly payments during such
period commencing 30 days after the last
 
day of Employee's employment with the Company, an amount
equal to three (3) months' worth of the annual
 
salary of Employee as of the business
 
day immediately
preceding the last day of Employee's employment with the Company.
 
Payments under this section shall
be in addition to any severance or other payments
 
due to Employee under the
 
terms of this Agreement.
During such six-month
 
period (unless the waiver contemplated by Section 7(f) has been made),
 
and in
consideration of the payments contemplated by this Section 7(g), Employee agrees to consult with the
Company as requested by the Company provided such
 
consultation shall not require more than twenty
(20) hours of consultation per week and shall be reasonably related to
 
the duties of Employee while
employed. Employee shall provide such consultation by phone, e-mail or other remote communication or
at the location of Employee's principal
 
job location or office immediately prior to the termination of
employment and shall not be required to
 
otherwise
travel.
8.0
 
Injunctive and other relief
a)
Employee represents that his
 
experience and capabilities are
 
such that Sections 6.0 and 7.0 hereof
do not prevent him from earning a livelihood
 
and acknowledges that it would cause the
 
Company serious
and irreparable injury and cost if Employee were to use Employee's ability and knowledge
 
in
competition
 
with the Company or to otherwise breach the
 
obligations contained in said paragraphs.
b)
In the event of a
 
breach by Employee of
 
Sections 6.0 or 7.0
 
of this Agreement,
 
the Company
shall be entitled, if it shall so elect,
 
to institute legal proceedings to
 
enforce the specific performance of
such Sections
 
-6-
by Employee
 
and to enjoin
 
Employee
 
from any
 
further violation
 
Sections 6.0
 
or 7.0
 
and to exercise
 
such
remedies cumulatively
 
or in conjunction
 
with all other
 
rights and
 
remedies
 
provided by
 
law.
 
Employee
acknowledges,
 
however,
 
that the remedies
 
at law for any
 
breach by
 
Employee
 
of the provisions
 
of this
Agreement
 
may be inadequate
 
and that the Company
 
shall be entitled
 
to injunctive
 
relief against
Employee
 
in the event
 
of any breach.
c)
It is the intention
 
of the parties
 
that the provisions
 
of Sections
 
6.0 and 7.0
 
hereof shall
 
be
enforceable
 
to the fullest
 
extent permissible
 
under applicable
 
law,
 
but that the
 
unenforceability
 
(or
modification
 
to conform
 
to such law)
 
of any provision
 
or provisions
 
hereof shall
 
not render
unenforceable, or
 
impair,
 
the remainder
 
thereof. If
 
any provision
 
or provisions
 
hereof shall
 
be deemed
invalid or
 
unenforceable,
 
either in
 
whole or in
 
part, this
 
Agreement
 
shall be deemed
 
amended to
 
delete or
modify,
 
as necessary,
 
the offending
 
provision or
 
provisions
 
and to alter
 
the bounds
 
thereof in
 
order to
render it valid
 
and enforceable.
9.0
 
Governing Law
a)
This Agreement
 
shall be governed
 
by and construed
 
in accordance
 
with the laws
 
of the State of
West
 
Virginia
 
without giving
 
effect to any
 
choice or conflict
 
of law provision
 
or rule (whether
 
of the
State of West
 
Virginia
 
or any other
 
jurisdiction)
 
that would
 
cause the application
 
of the laws
 
of any
jurisdiction
 
other than
 
the State
 
of West
 
Virginia.
10.0
Amendments. waivers
 
etc.
No amendment
 
of any
 
provision of
 
this Agreement,
 
and no postponement
 
or waiver
 
of any such
 
provision
or of any
 
default, misrepresentation,
 
or breach
 
of warranty
 
or covenant
 
hereunder,
 
whether intentional
 
or
not, shall
 
be valid unless
 
such amendment,
 
postponement
 
or waiver is
 
in writing and
 
signed by or on
behalf of the Company
 
and Employee.
 
No such amendment,
 
postponement
 
or waiver
 
shall be deemed
 
to
extend to
 
any prior
 
or subsequent
 
matter,
 
whether or
 
not similar to
 
the subject matter
 
of such amendment,
postponement
 
or waiver.
 
No failure
 
or delay on
 
the part of
 
the Company
 
or Employee
 
in exercising
 
any
right, power
 
or privilege
 
under this
 
Agreement
 
shall operate
 
as a waiver thereof
 
nor shall any
 
single or
partial exercise
 
of any right,
 
power or
 
privilege hereunder
 
preclude any
 
other or further
 
exercise thereof
 
or
the exercise
 
of any other
right,
 
power or
 
privilege.
11.0
Assignment
The rights
 
and duties
 
of the Company
 
under this Agreement
 
may be transferred
 
to, and shall be
 
binding
upon, any
 
person or company
 
which acquires
 
or is a successor
 
to the Company,
 
its business
 
or a
significant
 
portion of
 
the assets
 
of the Company
 
by merger,
 
purchase
 
or otherwise,
 
and the Company
shall require
 
any such acquirer
 
or successor
 
by agreement
 
in form and
 
substance reasonably
 
satisfactory
 
to
Employee,
 
expressly to
 
assume and
 
agree to perform
 
this Agreement
 
in the same manner
 
and to the same
extent that the
 
Company,
 
as the case
 
may
 
be, would
 
be required
 
to perform
 
if no such
 
acquisition
 
or
succession
 
had taken
 
place.
Regardless
 
of whether
 
such agreement
 
is executed, this
 
Agreement
 
shall be binding
 
upon any acquirer
or successor
 
in accordance
 
with the operation
 
of law and
 
such acquirer
 
or successor
 
shall be deemed
the "Company",
 
as the case
 
may be, for
 
purposes of
 
this Agreement.
 
The Employee
 
may not transfer
any respective
 
rights and
 
duties hereunder
 
except with
 
the written
 
consent of
 
the Company.
12.0
Interpretation etc.
The Company
 
and Employee
 
have participated
 
jointly in the
 
negotiation
 
and drafting
 
of this Agreement.
!fan ambiguity
 
or question
 
of intent
 
or interpretation
 
arises, this Agreement
 
shall be construed
 
as if
drafted jointly
 
by the Company
 
and Employee
 
and no presumption
 
or burden
 
of proof shall
 
arise favoring
or disfavoring
 
the Company
 
or Employee
 
because of
 
the authorship
 
of any of
 
the provisions
 
of this
Agreement.
 
The word
 
"including"
 
shall mean
 
including
 
without limitation.
 
The rights
 
and remedies
expressly specified
 
in this Agreement
 
are cumulative
 
and are not
 
exclusive of any
 
rights or remedies
which either
 
party would
 
otherwise
 
have. The
 
Section headings
 
hereof are
 
for convenience
 
only and
 
shall
not affect
 
the meaning
 
or interpretation
 
of this Agreement.
 
For purposes
 
of this Agreement,
 
the term
"termination"
 
when used
 
in the context
 
of a
 
-7-
condition to, or timing
 
of, payment
 
hereunder
 
shall be interpreted
 
to mean a "separation
 
from service"
 
as
that term
 
is used in
 
Section 409A
 
of the Internal
 
Revenue Code,
 
as set forth in
 
Paragraph
 
13.0 below.
 
All
monetary amounts
 
herein are
 
expressed in
 
Unites States
 
dollars.
13.0
Integration, Counterparts
This
 
Agreement
 
constitutes
 
the
 
entire
 
agreement
 
among
 
the
 
parties
 
and
 
supersedes
 
any
 
prior
understandings,
 
agreements
 
or representations
 
by or
 
among the
 
parties,
 
written
 
or oral,
 
to the
 
extent they
relate to
 
the subject
 
matter hereof.
 
This Agreement
 
may be executed
 
in one or more counterparts,
 
each of
which shall
 
be deemed
 
an original
 
but all
 
of which
 
together
 
shall constitute
 
one and the same
 
instrument.
It shall not
 
be necessary
 
in making
 
proof of
 
this Agreement
 
to produce
 
or account
 
for more
 
than one
 
such
counterpart.
14.0
Code Section 409A
This Agreement
 
is intended to
 
comply with
 
Section 409A
 
of the Internal
 
Revenue Code
 
of 1986, as
amended (the
 
"Code"), and
 
its corresponding
 
regulations,
 
or an exemption,
 
and payments
 
may only
 
be
made under
 
this Agreement
 
upon an event
 
and in a manner
 
permitted
 
by Section 409A,
 
to the extent
applicable.
 
Any payments
 
that qualify
 
for the "short
 
-term deferral"
 
exception
 
or another
 
exception
 
under
Section 409A
 
shall be paid
 
under the
 
applicable
 
exception.
 
Notwithstanding
 
anything in
 
this Agreement
 
to
the contrary,
 
if required
 
by Section
 
409A, if the
 
Employee
 
is considered
 
a "specified
 
employee"
 
for
purposes of
 
Section 409A
 
and if payment
 
of any amounts
 
under this
 
Agreement
 
is required
 
to be delayed
for a period
 
of six months
 
after separation
 
from service
 
pursuant to
 
Section 409A
 
(after taking
 
into
account all
 
applicable
 
exemptions),
 
payment
 
of such amounts
 
shall
 
be delayed
 
as required
 
by Section
409A, and
 
the accumulated
 
amounts shall
 
be paid
 
in a lump
 
sum
 
payment
 
within ten
 
(10) days
 
after the
end of the six-month
 
period.
 
If the Employee
 
dies during
 
the postponem
 
ent
 
period prior
 
to the payment
of benefits,
 
the amounts
 
withheld on
 
account of
 
Section
 
409A shall
 
I
 
be paid to
 
the
 
personal
representative
 
of the Employee's
 
estate within
 
sixty
 
(60) days
 
after the date of the
 
Employee's
 
death. All
payments to
 
be made
 
upon a termination
 
of employment
 
under this
 
Agreement
 
may only
 
be made upon
 
a
"separation
 
from service"
 
under Section
 
409A. For
 
purposes
 
of Section 409A
 
of the Code,
 
the right
 
to a
series of installment
 
payments
 
under this
 
Agreement
 
shall
 
be treated
 
as a right to
 
a series of
 
separate
payments. In
 
no event may
 
the Employee,
 
directly or
 
indirectly,
 
designate the
 
calendar year
 
of a payment.
All reimbursements
 
and in-kind
 
benefits provided
 
under the
 
Agreement
 
shall be made
 
or provided
 
in
accordance
 
with the requirements
 
of Section
 
409A, including,
 
where applicable,
 
the requirement
 
that (i)
any reimbursement
 
is for expenses
 
incurred
 
during the
 
period of
 
time specified
 
in this Agreement
 
or if no
such
 
period
 
is specified,
 
during the
 
Employee's
 
lifetime, (ii)
 
the amount
 
of expenses
 
eligible for
reimbursement,
 
or in kind
 
benefits provided,
 
during a calendar
 
year may
 
not affect
 
the expenses
 
eligible
for reimbursement,
 
or in kind
 
benefits to
 
be provided,
 
in any other
 
calendar year,
 
(iii) the reimbursement
of an eligible
 
expense
 
will
 
be made
 
no later than
 
the last day
 
of the calendar
 
year following
 
the year in
which the expense
 
is incurred,
 
and (iv) the
 
right to reimbursement
 
or in kind
 
benefits is not
 
subject to
liquidation
 
or exchange
 
for another
 
benefit. Notwithstanding
 
any provision
 
contained
 
herein, in
 
no event
shall the
 
Company
 
be obligated
 
to reimburse
 
the Employee
 
for any additional
 
tax (or related
 
penalties and
interest) Employee
 
may incur
 
by reason
 
of application
 
of Section
 
409A. "Termination
 
of employment,"
"resignation"
 
or words of
 
similar import,
 
as used in
 
this Agreement
 
shall mean,
 
with respect
 
to any
payments
 
subject to
 
Section 409A,
 
the Employee's
 
"separation
 
from service"
 
as defined
 
by Section
 
409A.
15.0
Notices
Any notice,
 
consent, waiver
 
and other communications
 
required
 
or permitted
 
pursuant to
 
the provision
 
of
this Agreement
 
must be in
 
writing and
 
shall be deemed
 
to have
 
been properly
 
given (a)
 
when delivered
by hand;
(b) when sent
 
by email (with
 
acknowledgement
 
of complete transmission),
 
provided that
 
a copy is
 
also
mailed by
 
U.S. certified
 
mail return
 
receipt requested;
 
(c) five (5)
 
days after
 
sent by certified
 
mail, return
receipt requested;
 
or (d) three (3)
 
days after
 
deposit with
 
a nationally
 
recognized
 
overnight
 
delivery service,
in each case
 
to the appropriate
 
addresses
 
and email
 
addresses
 
set forth below:
 
 
 
 
 
 
 
-8-
If to
Employee:
Phi
l
ip Peacock
5625
Briar
 
Dr.
Houston, TX
 
77056, United
 
States
Email:
philip@thepeacockfamily
.
n
et
If to
the
Company:
Coronado
 
G
l
obal
Re
so
urce
s
Lvl 33 CPI,
345 Queen Street
Brisbane, 4000, Australia
Attn:
Doug
l
as Thompson
Email:
16.0
Indemnity
Employer
 
will,
to the maximum
extent
permitted
by Emp
l
oyer's
bylaws and
applicab
l
e
l
aw,
indemn
i
fy
and hold Employee
harmle
ss
for any acts or
deci
s
ions
made
in
good faith
 
while performing
serv
ice
s
for
E
mployer
;
prov
i
ded
howev
er,
acts
determined
 
b
y
a court of competent
jurisdiction
to be acts of
gross
negligence
or
w
i
l
l
fu
l
mi
sco
nduct
w
i
ll not be
 
deemed
to be
in
good faith.
17.0
Severability
of Provisions.
Any provision
 
of this Agreement
that is prohibited
or
unenforceable
 
in
any
j
u
risd
i
ction
s
hall
,
as to
s
uch
jurisdiction
 
and
 
the
 
application
 
to
suc
h
facts and
 
circumstances
,
be
ineffective
to
the ext
ent
of
such
proh
i
bition or
unenforceability
without
invalidating
 
t
h
e
remaining
 
provi
s
ions her
eof
or
the
applicat
i
on
t
hereof
to other facts
 
and c
i
rcumstances,
 
and any
s
uch prohib
i
tion or
unenforceability
 
in
any
juri
s
diction
s
h
a
ll
not in
va
l
idate
or
render
un
e
nforceable
suc
h
provision in
 
any other
 
jurisdiction.
IN WITNESS
 
WHEREOF
,
the due
execution
h
e
reof
as of
the date fir
s
t
above
 
written.
I
N
WITNESS
 
WHEREOF
,
the
du
e
execution
hereof
as of
the
date
fir
s
t
above wr
i
tten.
/s/ Kerry-Lee Doyle
/s/ Douglas Thompson
Witness: Kerry-Lee Doyle
CORONADO GLOBAL RESOURCES
INC.
Douglas Thompson
/s/ Charles McGee
/s/ Philip Peacock
Witness: Charles McGee
EMPLOYEE
Philip Peacock