|
EXHIBIT 10.2
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is effective as of
January 3,
2008 ("Effective Date"), by and between National Coal Corp., a
Florida
corporation, and its Subsidiaries whose address is 8915 George
Williams Road,
Knoxville, Tennessee 37923 (collectively the "Company"), and T.
Michael Love,
whose address is 4310 NW 97th Avenue, Sunrise, Florida 33351
(the "Consultant"),
in reference to the following:
PRELIMINARY STATEMENT
A. The Company is in the business of mining coal principally
in
Eastern Tennessee, Southern Kentucky, and Alabama.
B. Consultant previously has been employed by the Company,
as
Chief Financial Officer, and is voluntarily terminating that
employment prior to the Effective Date. The Company desires
to
continue to utilize the services of Consultant, and
Consultant
desires to continue to provide services to the Company as an
independent contractor, on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the Company and
the Consultant
agree as follows:
AGREEMENT
1. TERM. The Company retains the Consultant and the Consultant
accepts
this appointment with the Company for an initial period
beginning on the
Effective Date and terminating on March 31, 2008 (the "Term"),
unless terminated
earlier, as provided in below Sections 3.1 and 5, or continued
thereafter, as
provided in below Sections 3.1 and 3.2. The Consultant accepts
the appointment
with the Company to provide Services after March 31, 2008 on an
"as need, as
requested" basis.
2. DUTIES OF CONSULTANT, AS AN INDEPENDENT CONTRACTOR.
2.1 During the initial Term, the Consultant shall perform,
solely as requested from time to time by the President & CEO
or the
Chief Financial Officer of the Company, accounting services
and
assistance with the filing with the SEC of the 2007 10-K for
the
Company and/or its Subsidiaries (the "Services"). The
Consultant
agrees, to the extent requested, to perform all Services
requested of
the Consultant during the Term. The Consultant will determine,
in his
sole discretion, the method, details and means of performing
the
Services. The Consultant may, as the Consultant's determines and
with
the approval of the CEO or CFO,, use employees or other
subcontractors
to assist the Consultant with the performance of the
Services.
2.2 The Consultant shall provide the Services hereunder as
an
Independent Contractor. The Consultant agrees and acknowledges
that he
is not an employee of the Company and is not entitled to or have
any
rights to the benefits provided by the Company to its
employees.
<PAGE>
3. COMPENSATION.
3.1 The Company will pay to the Consultant as full
compensation for the Services the amount of $11,458.34 on each
of
January 15 and 31, February 15 and 29, and March 15 and 31,
2008;
provided, however, if the Consultant shall obtain fulltime
employment,
he shall provide notice thereof to the Company within three (3)
days of
the earlier of (i) the date employment is offered and accepted
or (ii)
the actual date of employment, and thereafter the Consultant
shall
provide the Services to the Company on an hourly basis and
be
compensated pursuant to the provisions of below section 3.2.
3.2 If the Company determines that it requires the Services
of
the Consultant subsequent to March 31, 2008, the Company will
pay the
Consultant at a rate of One Hundred Dollars ($150.00) per hour
as
compensation for Service provided by the Consultant. All
invoices shall
be payable within ten (10) days of presentment.
4. NONDISCLOSURE.
4.1 ACCESS TO CONFIDENTIAL INFORMATION. The Consultant
agrees
that during the Term the Consultant will have access to and
become
acquainted with confidential proprietary information
("Confidential
Information") which is owned by the Company and is regularly
used in
the operation of the Company's business. The Consultant agrees
that the
term "Confidential Information" as used in this Agreement is to
be
broadly interpreted and includes (i) information that has, or
could
have, commercial value for the business in which the Company
is
engaged, or in which the Company may engage at a later time, and
(ii)
information that, if disclosed without authorization, could
be
detrimental to the economic interests of the Company. The
Consultant
agrees that the term "Confidential Information" includes,
without
limitation, any patent, patent application, copyright,
trademark, trade
name, service mark, service name, "know-how," negative
"know-how,"
trade secrets, customer and supplier identities, characteristics
and
terms of agreement, details of customer or consultant
contracts,
pricing policies, operational methods, marketing plans or
strategies,
product development techniques or plans, business acquisitions
plans,
science or technical information, ideas, discoveries, designs,
computer
programs (including source codes), financial forecasts,
unpublished
financial information, budgets, processes, procedures,
formulae,
improvements or other proprietary or intellectual property of
the
Company, whether or not in written or tangible form, and whether
or not
registered, and including all memoranda, notes, summaries,
plans,
reports, records, documents and other evidence thereof. The
Consultant
acknowledges that all Confidential Information, whether prepared
by the
Consultant or otherwise acquired by the Consultant in any other
way,
will remain the exclusive property of the Company.
4.2 NO UNFAIR USE BY CONSULTANT. The Consultant promises and
agrees that the Consultant (which shall include his employees
and
contractors) will not misuse, misappropriate, or disclose in any
way to
any person or entity any of the Company's Confidential
Information,
either directly or indirectly, nor will the Consultant use
the
Confidential Information in any way or at any time except as
required
in the course of the Consul
| 
