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Exhibit 10.2
ALPHA NATURAL RESOURCES, INC.
GRANTEE STOCK OPTION AGREEMENT
This
Stock Option Agreement (this "Agreement") is between Alpha
Natural Resources, Inc., a Delaware corporation ("Alpha"), and
the individual named as Grantee on the signature page of this
Agreement (the "Grantee").
Alpha
has established its 2004 Long-Term Incentive Plan (as amended,
the "Plan") to advance the interests of Alpha and its
stockholders by providing incentives to certain eligible
persons who contribute significantly to the strategic and
long-term performance objectives and growth of Alpha and any
parent, subsidiary or affiliate of Alpha.
This
Agreement evidences an option grant as follows:
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EXERCISE PRICE PER SHARE:
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VESTING SCHEDULE:
Pursuant
to the provisions of the Plan, the Board of Directors of Alpha
(the "Board") or a Committee designated by the Board (the
"Committee") has full power and authority to direct the
execution and delivery of this Agreement in the name and on
behalf of Alpha. The Board or the Committee
authorized the execution and delivery of this
Agreement. All capitalized terms not otherwise
defined in this Agreement have the same meaning given such
capitalized terms in the Plan.
AGREEMENT
The
parties agree as follows:
SECTION 1.
GRANT OF STOCK OPTION; TERM. Subject and
pursuant to all terms and conditions stated in this Agreement and
in the Plan, Alpha hereby grants to Grantee an option (the
"Option") to purchase the number of shares of Alpha's common stock,
par value $0.01 per share (the "Common Shares"), set forth above
(the "Option Shares"), at the exercise price set forth
above. If a Change of Control (as defined below) occurs,
the unvested portion of this Option, unless previously cancelled
and forfeited, shall vest immediately prior to the consummation of
the Change of Control. In the event of a Change of
Control, the Committee, in its sole discretion, may provide for the
(i) payment of an amount (in cash or, in the discretion of the
Committee, in the form of consideration paid to Alpha stockholders
in connection with the Change in Control) equal to the excess, if
any, of the Fair Market Value of the unexercised Option Shares over
the aggregate exercise price of such Option Shares, and/or
(ii) issuance of substitute Awards for the unexercised portion
of the Option.
For
purposes of this Agreement, a "Change of Control" shall mean
(i) any merger, consolidation or business combination in
which the stockholders of Alpha immediately prior to the
merger, consolidation or business combination do not own at
least a majority of the outstanding equity interests of the
surviving parent entity, (ii) the sale of all or
substantially all of Alpha's assets in a single transaction or
a series of related transactions, (iii) the acquisition
of beneficial ownership or control of (including, without
limitation, power to vote) a majority of the outstanding
Common Shares by any person or entity (including a "group" as
defined by or under Section 13(d)(3) of the Exchange
Act), (iv) the stockholders of Alpha approve any plan for
the dissolution or liquidation of Alpha, (v) a contested
election of directors, as a result of which or in connection
with which the persons who were directors of Alpha before such
election or their nominees cease to constitute a majority of
the Board or (vi) any other event specified by the Board or
the Committee.
Grantee
hereby accepts the Option on such terms and conditions,
including, without limitation, the confidentiality provisions
set forth in Section 8 of this Agreement. The
Option is a [SELECT APPLICABLE OPTION TYPE AND DELETE
INAPPLICABLE OPTION TYPE: [Nonqualified Stock
Option] [Incentive Stock Option]] (as such term is
defined in the Plan). Grantee shall, subject to the
limitations of this Agreement and the Plan, have the right to
exercise the Option by purchasing all or any part of the
vested Option Shares then available for purchase under the
vesting schedule set forth above (less any Option Shares
previously purchased upon exercise of this
Option).
SECTION 2.
PROCEDURES FOR EXERCISE. In order to exercise
all or any part of the Option, Grantee shall deliver to
Alpha: (i) written notice of the number of vested
Option Shares to be purchased, (ii) payment of the exercise
price of such Option Shares in the form of cash or, if permitted by
the Committee: (A) Common Shares, (B) the
surrender of another outstanding Award under the Plan, (C) if
there is a public market for the Common Shares at such time,
subject to such rules as may be established by the Committee,
through delivery of irrevocable instructions to a broker to sell
the Common Shares otherwise deliverable upon the exercise of the
Option and deliver promptly to Alpha an amount equal to the
aggregate exercise price payable for the Option Shares, or
(D) any combination thereof, and (iii) payment of any
required withholding pursuant to Section 5. The
Option shall be deemed to have been exercised as of (i) the
close of business on the date the required documents and required
consideration are received by Alpha or, (ii) if the exercise
of the Option occurs in connection with a Change of Control, then
immediately prior to the consummation of the Change of Control,
provided the required documents and required consideration are
received by Alpha at or prior to the consummation of the Change of
Control. If Grantee disposes of Common Shares acquired
upon the exercise of an Incentive Stock Option either
(i) within two years after the date of grant of such Incentive
Stock Option or (ii) within one year after the transfer of
such Common Shares to the Grantee, then Grantee shall notify Alpha
of such disposition and of the amount realized upon such
disposition.
SECTION 3.
TERMINATION OF EMPLOYMENT, RETIREMENT, DISABILITY OR
DEATH.
(a)
Except
as otherwise provided by the Committee or by any agreement, plan or
other arrangement between the Grantee and Alpha, vesting shall
cease on the date Grantee ceases to be employed by [ADD FOR
NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: ,
or to serve as a member of the Board of Directors of,] the
Company and shall be tolled during any period in which Grantee is
on an approved leave of absence from employment with the
Company. Except as otherwise provided by the Committee
or by any agreement, plan or other arrangement between the Grantee
and Alpha, following Grantee's last day of employment with
[ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR
EMPLOYEES: , or service as a member of the Board of
Directors of,] the Company, this Option shall only be
exercisable for the number of Option Shares that are vested as of
Grantee's last day of employment with [ADD FOR NON-EMPLOYEE
BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: , or service
as a member of the Board of Directors of,] the Company
(less any Option Shares previously acquired upon exercise of this
Option).
(b)
Except
as provided in Section 3(c) or 3(d), by the Committee, or by
any agreement, plan or other arrangement between the Grantee and
Alpha, following Grantee's last day of employment with [ADD
FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR
EMPLOYEES: , or service as a member of the Board of
Directors of,] the Company, this Option may be exercised
at any time and from time to time within the lesser of (i) the
90-day period commencing on the first day after Grantee's last day
of employment with [ADD FOR NON-EMPLOYEE BOARD MEMBERS
ONLY, DELETE FOR EMPLOYEES: , or service as a member of
the Board of Directors of,] the Company or (ii) the
remaining term of the Option.
(c)
Except
as otherwise provided by the Committee or by any agreement, plan or
other arrangement between the Grantee and Alpha, if termination of
employment [ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE
FOR EMPLOYEES: or service as a member of the Board of
Directors] occurs due to death or disability while Grantee
is an employee [ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY,
DELETE FOR EMPLOYEES: or a member of the Board of
Directors] of the Company, then this Option may be
exercised at any time and from time to time within the lesser of
(i) the one year period commencing on the first day after
Grantee's last day of employment with [ADD FOR NON-EMPLOYEE
BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: , or service
as a member of the Board of Directors of,] the Company or
(ii) the remaining term of the Option.
(d)
Except
as otherwise provided by the Committee or by any agreement, plan or
other arrangement between the Grantee and Alpha, if termination of
employment occurs due to retirement at or after normal retirement
age, as prescribed from time to time by the Company's retirement
policy, or retirement under circumstances approved by the Committee
(either before or after retirement), then this Option may be
exercised at any time within the lesser of (i) the three month
period commencing on the first day after Grantee's last day of
employment with [ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY,
DELETE FOR EMPLOYEES: , or service as a member of the
Board of Directors of,] the Company, or, if Grantee dies
during the three month period commencing on the first day after
Grantee's last day of employment with [ADD FOR NON-EMPLOYEE
BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: , or service
as a member of t
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