EXHIBIT 10.2
AMENDED AND RESTATED
2004 NATIONAL COAL CORP. OPTION PLAN
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made and entered
into
as of May 8, 2008,
between NATIONAL
COAL CORP.,
a Florida corporation (the
"COMPANY"), and
_____________ (the "EXECUTIVE"), and entitles the Executive to
purchase shares of the
Company's Common Stock under the Amended and
Restated
2004 National Coal Corp. Option Plan, as described herein.
RECITALS
A. The
Company desires to sell to the Executive, and the
Executive desires
to buy from the
Company, up to ___________ shares of the
Company's Common
Stock (the "SHARES") at a price per share of $4.65 (the
"OFFERING Price"),
upon the terms and
conditions and subject to the provisions
hereinafter set forth.
B. The
Shares will be issued and sold to the Executive from
shares of Common Stock
reserved under the
Company's Amended and
Restated 2004
National Coal Corp. Option Plan.
AGREEMENT
NOW, THEREFORE,
for and in consideration of the mutual premises
contained herein and for other good and valuable consideration,
the receipt and
sufficiency of which
are hereby
acknowledged,
the parties hereto agree as
follows:
A.
OPTION
PLAN. Pursuant to the
Company's Amended and Restated
2004 National Coal Corp. Option Plan (the "PLAN"), the
Administrator of the Plan
has authorized
the grant to Executive
of the right to
purchase shares of
the
Company's Common
Stock, upon the terms
and subject to the conditions set forth
in this Agreement and in the Plan. By Executive's signature and the
signature of
the Company's
representative below, Executive and the Company agree to be
bound
by all of the terms and conditions of this Agreement and the Plan,
which Plan is
incorporated herein by this reference as if set forth in full in
this Agreement.
Capitalized terms not
otherwise defined herein shall have the meanings ascribed
to them in the Plan.
1.
PURCHASE AND SALE OF
SECURITIES.
Subject to the terms and
conditions of this
Agreement,
the Executive subscribes for and agrees to
purchase and acquire from the Company, and the Company agrees to sell and
issue
to the Executive, the Shares in the manner set forth in SECTION 2
hereof, at the
Offering Price and for
an aggregate
consideration of
$______ (the
"PURCHASE
PRICE").
2.
TERMS OF PURCHASE AND SALE OF SECURITIES. The closing of the
transactions contemplated hereby (the "CLOSING") shall take place
on Monday, May
12, 2008, or such
other date as is mutually determined by the Company and the
Executive. On or
before May 12, 2008, the Executive shall deliver the Purchase
Price to Stubbs,
Alderton & Markiles LLP, legal counsel to the Company
(the
"ESCROW AGENT"), by
wire transfer of immediately available funds in accordance
with the following wire transfer instructions:
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National Bank of California
14724 Ventura Boulevard
Sherman Oaks, CA
91403
Account Name: Stubbs Alderton
& Markiles, LLP
Address:
15260 Ventura Blvd, 20th Floor
Sherman Oaks, CA 91403
ABA Routing#: 122039360
Account #:
003209873
Ref:
NCC Closing
The Purchase Price will be held by the Escrow Agent and released to
the
Company at Closing
against delivery
to the Executive of stock certificates
representing the
Shares pursuant to the
terms and conditions
of that certain
Closing Escrow Agreement by and among the Executive, the Company and the Escrow
Agent in the form attached hereto as EXHIBIT A (the "ESCROW
AGREEMENT").
3.
INVESTMENT REPRESENTATIONS. In order to induce the Company
to
enter into this Agreement and consummate the transaction contemplated hereby,
the Executive represents and warrants to the Company the
following:
3.1
AUTHORITY. The
Executive has all requisite individual
right, power,
and authority to
execute, deliver,
and perform the
Transaction
Documents to which it is a party.
3.2
ENFORCEABILITY. This Agreement has been duly executed
and delivered by the
Executive, and, upon
its execution by the Company, shall
constitute the
legal, valid, and binding obligation of the Executive,
enforceable in
accordance
with its terms, except to the extent that its
enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium,
or other laws relating to or affecting the enforcement of creditors' rights
generally and by general principles of equity.
3.3 NO
VIOLATIONS.
The execution, delivery, and
performance by the
Executive of this
Agreement does not
