EXHIBIT 10.1
AMENDMENTS** TO HALLADOR ENERGY **COMPANY 2026 EXECUTIVE OFFICER PLAN
| The following provisions of the 2026 EO Plan are hereby amended to read as follows: | |
| “Covered Person” means each of the Corporation’s (i)Chief Executive Officer (also currently serving as the President and Chairman of the Board of the Corporation), (ii)the Chief Financial Officer, (iii)the Chief Operating Officer, and (iv) the Chief Legal Officer.“Effective Date” means April 1, 2026 with respect to each Covered PersonotherthantheChiefLegalOfficer,andmeanstheStartDatewithrespect totheChiefLegalOfficer,whichineachcaseisthedateonwhichthis2026EO Plan will become effective. | Definitions |
| Each Covered Person who has been employed by the Corporation (or a subsidiary)for atleast twelve (12)months andis employedby the Corporation (or a subsidiary) upon a Change of Control, and remains employed by the CorporationthroughtheClosing,shallreceivearetentionbonusunderthis2026 EOPlan(the“Retention* Bonus*”)and,providedthattheconditionsforpayment ofanyRetentionBonussetforthinthis2026EOPlanaresatisfied,one-hundred percent(100%)oftheRetentionBonus,asspecifiedwithrespecttotheCovered Person in *Schedule *1attached hereto, shall be paid in a lump-sum payment on the Payment Date. | **Retention ****Bonus Eligibility and Payment **Date |
| The Covered Persons shall be entitled to annual performance bonuses for the Corporation’s 2026 fiscal year, in amounts as the Compensation Committee shall determine in its discretion with respect to each such Covered Personinaccordancewiththe2026ExecutiveOfficerBonusPerformancePlan (“EO Bonus Plan”) as previously adopted by the Compensation Committee, as amendedasdescribedinSchedule* *2attachedhereto,providedthatsuchCovered Person continues in the service of the Corporation (or its subsidiary) through December 31, 2026 with respect to the performance bonus for the 2026 fiscal year;provided,further,thattheChiefLegalOfficer’sannualperformancebonus shallbeproratedtoreflectemploymentforpartofsuchfiscalyear,commencing on the Start Date. | **2026 EOBonus ****Performance **Plan |
Except as amended as set forth herein and in Schedule 1 attached hereto, all other terms, conditionsandprovisionsofthe2026EOPlanshallremainunchangedandshallcontinueinfull force and effect.
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Schedule** **1
TheCoveredPerson’stotalcompensationunderthe2026EOPlanshallbeasfollows:
| Covered** ****Person **Title | 2026** EO Plan Annual Base Salary for Period from April 1, 2026 through **March 31, 2027 |
| ChiefLegal Officer | $500,000peryear,proratacommencingasoftheStartDate |
| | |
| | Retention** Bonus Amount** |
| ChiefLegal Officer | SubjecttotheCoveredPersonsatisfyingtherequirementsoftheprovisionsinthe 2026 Plan titled “Retention Bonus Eligibility and Payment Date” and “Service Agreements,” an amount equal to the sum of:(1)$1,250,000;”plus(2)anamountequaltotwoandone-half(2½)timestheCoveredPerson’sannualized performance bonus for the prior fiscal year, plus an amount equal to the Covered Person’s annualized performance bonus for the prior fiscal year *pro rated *for the period served in the fiscal year in which the Closing occurs through to the date of the Closing; plus(3)during the 24 months commencing upon termination of the Covered Person’s employment following the Closing, the Company will provide the Covered Person withhealthcarecoverageequivalenttothecoveragethatitprovidestoitsemployees, eitherbypayingCOBRAcostsforsuchequivalenthealthcarecoverage,orbypaying to the Covered Person an amount equal to the per month cost of such COBRA coverage each month during months 19 – 24 following expiration of COBRA eligibility. |
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| | Restricted** Stock Units** |
| ChiefLegal Officer | A one-time grant of the number of restricted stock units equivalent to $200,000, with the amount of restricted stock units to be based on the volume weighted average trading price for the 10 trading days prior to the Start Date, as determined by the Compensation Committee or its delegates, to be granted under the RSU Plan as promptly as practical after the Start Date.Such restricted stock units shall vest inthe amountofone-third(1/3rd)oftherestrictedstockunitsonMarch31stofeachof2027, 2028 and 2029, rounded to the nearest whole share of common stock, subject to the Covered Person’s continued Service through the applicable vesting date, and shall vest in full subject to the Covered Person’s continued Service through to the date of Closing of a Change in Control as defined in the RSU Plan, and otherwise inaccordancewiththetermsoftheRSUPlanandtheapplicableawardagreement. |
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| | Signing** **Bonus |
| ChiefLegal Officer | In addition to the bonuses otherwise described under the 2026 EO Plan which the Chief Legal Officer is eligible for in accordance with the terms of the 2026 EO Plan, the Chief Legal Officer shall be granted a one-time signing bonus of $100,000, paid wholly in an amount of restricted stock units as determined based on the volume weighted average trading price for the 10 trading days prior to the Start Date, as determined by the Compensation Committee or its delegates, to be granted under the RSU Plan as promptly as practical after the Start Date.Such restricted stock units shall vest as of the Start Date.If the Covered Person voluntarily terminates the Covered Person’s employment with the Corporation on or before the one year anniversary of the Start Date, or the Covered Person is terminated by the Corporation for Cause, the Covered Person shall return the restricted stock that the CoveredPerson received if the Covered Person received the signing bonus in restricted stock units (or if the Covered Person has sold the restricted stock units, shall reimburse the grossproceedsfromsuchsaletotheCorporation);providedthattheCorporationshall have the right to withhold any amounts otherwise due to the Covered Person at such time in an amount equal to the amount that the Covered Person would owe the Corporation pursuant to this sentence (with any restricted stock units then held by theCoveredPersonvaluedattheclosingpriceoftheCorporation’scommonstockasof the date of termination of employment). |
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Schedule** **2
**Bonus Performance Plan Performance Goals and **Payouts
ChiefLegalOfficer
ThechartbelowsetsforththeapplicablegoalsandpayoutsfortheChiefLegalOfficer:
| Area | Goals | **Base **Points | Threshold** **Goal | Target** **Goal | **Maximum **Goal | Payout** ****Does Not Meet **Threshold | Payout** ****at **Target | **Payout at **Maximum |
| **Safety (Sunrise)Note **1 | Severity Measure (National Average) | 5 | 100.00% | 89% | 78.00% | $0 | $8,750 | $17,500 |
| | Violations Per InspectionDay (National Average) | 5 | 0.50 | 0.42 | 0.34 | $0 | $8,750 | $17,500 |
| **Safety (Power)Note **2 | IncidentRate | 5 | 5.40 | 4.50 | 3.60 | $0 | $8,750 | $17,500 |
| | Safety InspectionRate | 5 | 1 | 1.25 | 1.50 | $0 | $8,750 | $17,500 |
| Financial | Adjusted EBITDA($million) | 50 | 54.4 | 68.0 | 81.6 | $0 | $87,500 | $175,000 |
| Discretionary | | 15 | | | | $0 | $26,250 | $52,500 |
| Strategic** **Goals | Note** **3 | 15 | | | | $0 | $26,250 | $52,500 |
Note** 1: **Safety (Sunrise) is based on Sunrise Coal’s performance percentage relative to the national average for underground coal mines over the preceding 4 years.For the 2026 Performance Period, safety will be determined relative to the 2022 – 2025 period. Actual
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results for each safety measure will be calculated by Sunrise Coal management with final results when available.
Note** 2: **Safety (Power) is based on Hallador Power’s performance percentage relative to the national average for coal-fired power generatingfacilitiesoverthepreceding4years.Forthe2026PerformancePeriod,safetywillbedeterminedrelativetothe2022–2025 period.Actual results for each safety measure will be calculated by Hallador Power management with final results when available.
Note** 3: *See the Strategic Goals as set forth in Exhibit *B “Hallador Energy Company 2026 Executive Team Strategic Initiatives and Goals, March 31, 2026”
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The charts above set forth the Performance Goals for each performance measure for the 2026 PerformancePeriodandtheassociatedpayoutsfortheChiefLegalOfficer(a“Covered* *Person”).
For the Chief Legal Officer, the target bonus is $175,000 for the 2026 Performance Period.A portion of the target bonus is allocated to each performance measure in proportion to the base pointsallocatedtotheperformancemeasure.PerformanceagainsteachPerformanceGoaland the corresponding payout are measured separately. The attained performance against a Performance Goal shall not affect the performance bonus amount payable with respect to any other Performance Goal.
Nopayoutisavailablewithrespecttoaperformancemeasureifperformanceisatorbelowthe threshold level.
Thepayoutforperformanceabovethethresholdlevelbutbelowthetargetlevelshallbe determined by straight line interpolation between zero and the target payout amount.
The payout for performance above the target level but below the maximum level shall be determinedbystraightlineinterpolationbetweenthetargetpayoutamountandthemaximum payout amount.
PerformanceinexcessofthemaximumPerformanceGoaldoesnotresultinapayoutinexcess of the maximum payout amount.
Performance bonus amounts, if any, will be paid in a lump sum net of applicable withholding, afterauditcompletion,inMarch2027withrespecttothe2026PerformancePeriod,contingent on the Covered Person’s continued service with the Corporation or its affiliates through December 31, 2026.
Example:
Bywayofexample,if,forthe2026PerformancePeriod,SeverityMeasure(NationalAverage)is 99%, the threshold Performance Goal for Violations per Inspection Day, Incident Rate andSafety Inspection Rate are not exceeded, and the adjusted EBITDA is $69.0 million, the Chief LegalOfficershallbeentitledtoareceiveaperformancebonusforthe2026PerformancePeriod calculated as follows:
Severity Measure (National Average):$8,750 * (100 - 99)/(100 - 89) = $795.45 EBITDA:$87,500+($87,500*(69-68)/(81.6-68))=$87,500+$6,433.82=$93,933.82
TOTAL:$94,729.27
In addition to the safety and financial performance goals described in the above chart, (i) the Chief Legal Officer may also be entitled to receive (A) a discretionary bonus amount for the 2026 Performance Period, as determined by the Committee, of up to $52,500, and (B) a bonus amountforthe2026PerformancePeriodbasedonachievementofthestrategicgoalssetforthin Exhibit B, as determined by the Committee, of up to $52,500.