EXHIBIT 10.21
November 14, 2005
Mike Love
4310 NW 97th Avenue
Sunrise, FL
33351
Dear Mike:
National Coal Corp., a Florida corporation, and National Coal Corporation, a
Tennessee corporation,
(collectively
the "Company") is pleased to offer you
employment on the following terms:
1. Position.
You will serve in a
full-time capacity as Senior Vice President,
Chief Financial Officer of the Company. Additionally, you will be
appointed
as a
member of the Company's Board of Directors to fill the
vacancy caused
by
Mark Oldham's
resignation from the
Board. You will report to the Chief
Executive Officer of the Company, subject to the following: Any
decision to
terminate your employment with the Company must be made by a
majority of
the
directors then serving on the Audit Committee of the Board of
Directors; and your
duties and
responsibilities to
the Company shall
be
established by, and
may only be changed
by, a majority of the
directors
then
serving on the Audit Committee of the Board of Directors, which
duties
and
responsibilities
shall be those which are typical of the chief
financial officer of a
public reporting
company of the
Company's size,
including the
establishment
of appropriate financial controls and
procedures, obtaining
an annual third party audit of or report on the
Company's coal
reserves in accordance with industry standards, and
otherwise shall be established and/or changed only after
consultation with
you.
By signing this letter
agreement, you
represent and warrant to the
Company you are under no contractual commitments inconsistent with your
obligations to the Company.
2. Salary.
You will be paid a
salary at the annual rate of $275,000, payable
in
accordance with the Company's standard payroll practices for salaried
employees. Your pay will be subject to adjustment pursuant to the
Company's
employee compensation policies in effect from time to time.
3. Stock
Options. Subject to the approval of the Board or the
Compensation
Committee, you will be
granted an option to purchase 100,000 shares of the
Company's Common
Stock. The exercise
price per share will be equal to the
fair
market value per share on the date the
option is granted or
on your
first day of employment, whichever is later. The option
will be subject to
the
terms and conditions
applicable to options granted under the Company's
2004
Option Plan, as described in the Plan and the applicable
stock option
agreement. You will
vest in 25% of the option shares on each of January 1,
2006, January 1, 2006, January 1, 2008 and January 1, 2009, as
described in
the
applicable stock option agreement. Additionally, the option you will
accelerate and vest in
their entirety
upon a Change of
Control or upon
termination of your employment without "cause." "Change of Control"
shall
be
defined in the 2004 Option Plan plus the following additional
circumstances: (i) the acquisition by a single entity or person,
other
<PAGE>
than
an existing
stockholder of the Company that holds at least 40% of the
Company's voting
securities
on the date
hereof, of at least 40% of the
Company's voting securities, or (ii) greater than 50% turnover of
the Board
in
situations where the
new Board member
