Exhibit 10.1
AMENDED AND
RESTATED
ALLIANCE COAL, LLC
2000 LONG-TERM INCENTIVE
PLAN
(as amended pursuant to the Third
Amendment)
SECTION 1. Purpose of the
Plan.
The Alliance Coal, LLC Long-Term
Incentive Plan (the “Plan”) is intended to promote the
interests of Alliance Resource Partners, L.P, a Delaware limited
partnership (the “Partnership”), by providing to
employees and directors of Alliance Coal, LLC (the
“Company”) and its Affiliates who perform services for
the Partnership incentive compensation awards for superior
performance that are based on Units. The Plan is also contemplated
to enhance the ability of the Company and its Affiliates to attract
and retain the services of individuals who are essential for the
growth and profitability of the Partnership and to encourage them
to devote their best efforts to the business of the Partnership,
thereby advancing the interests of the Partnership and its
partners.
SECTION 2. Definitions.
As used in the Plan, the following
terms shall have the meanings set forth below:
“Affiliate” means, with
respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is
under common control with, the Person in question. As used herein,
the term “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of
voting securities, by contract or otherwise.
“Award” means an Option
or Restricted Unit granted under the Plan, and shall include any
tandem DERs granted with respect to such Award.
“Board” means the Board
of Directors of the Company.
“Cause”
means:
(i) fraud or embezzlement on the
part of the Participant;
(ii) conviction of or the entry of a
plea of nolo contendere by the Participant to any
felony;
(iii) gross insubordination or a
material breach of, or the willful failure or refusal by the
Participant to perform and discharge his duties, responsibilities
or obligations (other than by reason of disability or death) that
is not corrected within thirty (30) days following written
notice thereof to the Participant, such notice to state with
specificity the nature of the breach, failure or refusal;
or
(iv) any act of willful misconduct
by the Participant which (A) is intended to result in
substantial personal enrichment of the Participant at the expense
of the Partnership, the Company or any of their affiliates or
(B) has a material adverse impact on the business or
reputation of the Partnership, the Company or any of their
affiliates (such determination to be made by the Partnership, the
Company or any of their affiliates in the good faith exercise of
their reasonable judgment).
“Change in Control”
means, and shall be deemed to have occurred upon the occurrence of
one or more of the following events: (i) any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of
the Company or the Partnership to any Person or its Affiliates,
unless immediately following such sale, lease, exchange or other
transfer such assets are owned, directly or indirectly, by The
Beacon Group, L P. and its affiliated funds or the Company;
(ii) the consolidation or merger of the Company with or into
another Person pursuant to a transaction in which the outstanding
voting interests of the Company are changed into or exchanged for
cash, securities or other property, other than any such transaction
where (a) the outstanding voting interests of the Company are
changed into or exchanged for voting stock or interests of the
surviving corporation or its parent and (b) the holders of the
voting interests of the Company immediately prior to such
transaction own, directly or indirectly, not less than a majority
of the voting stock or interests of the surviving corporation or
its parent immediately after such transaction, or (iii) a
“person” or “group” (within the meaning
of
Sections 13(d) or 14(d)(2) of the Exchange Act)
being or becoming the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of
all voting interests of the Company then outstanding, other than
(a) in a merger or consolidation which would not constitute a
Change of Control under clause (ii) above and (b) The
Beacon Group, LP and its affiliated funds.
“Committee” means the
Compensation Committee of the Board or such other committee of the
Board appointed to administer the Plan.
“DER” means a contingent
right, granted in tandem with a specific Restricted Unit, to
receive an amount in cash equal to the cash distributions made by
the Partnership with respect to a Unit during the period such
Restricted Unit is outstanding.
“Director” means a
“non-employee director” of the Company, as defined in
Rule 16b-3.
“Employee” means any
employee of the Company or an Affiliate, as determined by the
Committee.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Fair Market Value”
means the closing sales price of a Unit on the applicable date (or
if there is no trading in the Units on such date, on the next
preceding date on which there was trading) as reported in The Wall
Street Journal (or other reporting service approved by the
Committee). In the event Units are not publicly traded at the time
a determination of fair market value is required to be made
hereunder, the determination of fair market value shall be made in
good faith by the Committee.
“Good Reason” shall
mean:
(i) a reduction in the
Participant’s Base Salary;
(ii) failure to pay the Participant
any compensation due under an employment agreement, if
any;
(iii) failure to continue to provide
benefits substantially similar to those then enjoyed by the
Participant unless the Partnership, the Company or their affiliates
provide aggregate benefits equivalent to those then in
effect;
(iv) failure to continue a
compensation plan or to continue the Participant’s
participation in a plan on a basis not materially less favorable to
the Participant, subject to the power of the Partnership, the
Company or their affiliates to amend such plans in their reasonable
discretion; or
(v) the Partnership, the Company or
their affiliates purported termination of the Participant’s
employment for Cause or disability not pursuant to a procedure
indicating the specific provision of the definition of Cause
contained in this Plan as the basis for such termination of
employment.
The Participant may not terminate
for Good Reason unless he has given written notice delivered to the
Partnership, the Company or their affiliates, as appropriate, of
the action or inaction giving rise to Good Reason, and if such
action or inaction is not corrected within thirty (30) days
thereafter, such notice to state with specificity the nature of the
breach, failure or refusal.
“Option” means an option
to purchase Units granted under the Plan.
“Participant” means any
Employee or Director granted an Award under the Plan.
“Partnership Agreement”
means the Amended and Restated Agreement of Limited Partnership of
Alliance Resource Partners, L.P.
“Person” means an
individual or a corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or
other entity.
“Restricted Period”
means the period established by the Committee with respect to an
Award during which the Award either remains subject to forfeiture
or is not exercisable by or payable to the Participant.
Notwithstanding anything in the Plan to the contrary, the
Restricted Period with respect to any Award granted to an Employee
may not terminate prior to the end of the Subordination Period (as
defined in the Partnership Agreement).
“Restricted Unit” means
a phantom unit granted under the Plan which upon or following
vesting entitles the Participant to receive a Unit or an equivalent
amount of cash.
“Rule 16b-3” means Rule
16b-3 promulgated by the SEC under the Exchange Act, or any
successor rule or regulation thereto as in effect from time to
time.
“SEC” means the
Securities and Exchange Commission, or any successor
thereto.
“Unit” means a Common
Unit of the Partnership.
SECTION 3.
Administration.
The Plan shall be administered by
the Committee. A majority of the Committee shall constitute a
quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or
acts unanimously approved by the members of the Committee in
writing, shall be the acts of the Committee. Subject to the
following, the Committee, in its sole discretion, may delegate any
or all of its powers and duties under the Plan, including the power
to grant Awards under the Plan, to the Chief Executive Officer of
the Company, subject to such limitations on such delegated powers
and duties as the Committee may impose. Upon any such delegation
all references in the Plan to the “Committee”, other
than in Section 7, shall be deemed to include the Chief
Executive Officer; provided, however, that such delegation shall
not limit the Chief Executive Officer’s right to receive
Awards under the Plan. Notwithstanding the foregoing, the Chief
Executive Officer may not grant Awards to, or take any action with
respect to any Award previously granted to, a person who is an
officer subject to Rule 16b-3 or a member of the Board. Subject to
the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or
types of Awards to be granted to a Participant;
(iii) determine the number of Units to be covered by Awards;
(iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what
circumstances Awards may be settled, exercised, canceled, or
forfeited; (vi) interpret and administer the Plan and any
instrument or agreement relating to an Award made under the Plan;
(vii) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (viii) make any
other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with
respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be
final, conclusive, and binding upon all Persons, including the
Company, the Partnership, any Affiliate, any Participant, and any
beneficiary of any Award.
SECTION 4. Units
(a) Units Available. Subject to
adjustment as provided in Section 4(c), the number of Units
with respect to which Options and Restricted Units may be issued
under the Plan is 3,600,000. If any Option or Restricted Unit is
forfeited or otherwise terminates or is canceled without the
delivery of Units, then the Units covered by such Award, to the
extent of such forfeiture, termination or cancellation, shall again
be Units with respect to which Options or Restricted Units may be
granted. Similarly, if any Award is paid or settled in cash rather
than the delivery of Units, then the Units granted by such Award
shall again be Units with respect to which Options or Restricted
Units may be granted Notwithstanding the foregoing, the aggregate
grant of Awards, either in the form of Options and/or Restricted
Units, may exceed 3,600,000 so long as the actual number of Options
and/or Restricted Units issued under the Plan does not exceed
3,600,000.
(b) Sources of Un
