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EXHIBIT 10.25
Alpha Natural Resources, Inc.
2005 Long-Term Incentive Plan
PERFORMANCE SHARE AWARD AGREEMENT
(For EMPLOYEES)
This
Performance Share Award Agreement set forth below (this "
Agreement
") is dated as of the grant date (the " Grant
Date ") set forth on the applicable Summary of
Performance Share Grant and is between Alpha Natural
Resources, Inc., a Delaware corporation (" Alpha
"), and the individual named on the Summary of Performance
Share Grant (the " Award
Recipient "). The Award Recipient may view
or obtain a copy of the Award Recipient's Summary of
Performance Share Grant document by accessing Smith Barney
Benefit Access at www.benefitaccess.com
.
Alpha
has established its 2005 Long-Term Incentive Plan (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. All capitalized
terms not otherwise defined in this Agreement have the same
meaning given such capitalized terms in the Plan.
Pursuant
to the provisions of the Plan, the Committee or its Designated
Administrator has full power and authority to direct the
execution and delivery of this Agreement in the name and on
behalf of Alpha, and has authorized the execution and delivery
of this Agreement.
Agreement
The
parties agree as follows:
Section 1. Performance
Share Award . Subject
to and pursuant to all terms and conditions stated in this
Agreement and in the Plan, as of the Grant Date, Alpha hereby makes
a Performance Grant to Award Recipient in the form of performance
shares (" Performance
Shares "). Each Performance Share awarded under
this Agreement shall represent a right to
receive one Share of Alpha's Common Stock, par value $0.01 per
share (the " Common
Stock "), to the extent such Performance Share is earned
pursuant to the terms of this Agreement. The shares of Common Stock to be
issued and delivered to Award Recipient, if any, pursuant to the
Performance Shares awarded under this Agreement,
including shares of
capital stock, if any, issued from time to time with respect to
such shares of Common Stock as a result of a stock dividend or
stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other
reorganization are referred to in this Agreement
as the “
Share(s) .”
Section 2. Performance
Shares. The target
number of Performance Shares covered by this Agreement (the "
Target
Award ") is set forth on the Summary of Performance Share
Grant.
Section 3. Performance
Period. The "
Performance Period " means the performance period
as set forth on the Summary of Performance Share Grant
.
Section 4. Performance
Measures. Subject to the
provisions of this Agreement and the Summary of Performance Share
Grant, Alpha shall issue and deliver to the Award Recipient one (1)
Share for each whole Performance Share that is earned in accordance
with the performance schedule(s) set forth on the Summary of
Performance Share Grant; provided, however, that the Committee may
reduce the number of Performance Shares earned under this Award,
but in no event may the Committee increase the number of
Performance Shares earned under this Award beyond the performance
levels achieved.
Section
5. Delivery
of Shares. Except as
otherwise provided in this Agreement and subject to
satisfaction of the applicable tax withholding requirements
set forth in Section 8, Alpha shall cause stock
certificate(s) or other evidence of ownership representing the
number of Shares earned and determined under Section 4 to
be delivered to the Award Recipient in the first calendar year
immediately following the end of the Performance Period on or
before March 15th of such calendar year; provided, however,
that: (i) absent a Change of Control (as defined below), no
certificate(s) for, or other evidence of ownership of, Shares
shall be delivered with respect to Performance Shares unless
the Committee has certified in writing that the applicable
performance targets set forth on the Summary of Performance
Grant and other material terms of this Agreement have been
achieved; and (ii) Alpha shall not deliver stock
certificate(s) or other evidence of ownership representing
Shares if the Committee or Designated Administrator or other
authorized agent determines, in its or his sole discretion,
that the delivery of such certificate(s) or other evidence of
ownership would violate the terms of the Plan, this Agreement
or applicable law.
Section 6. Termination
of Employment/Change of Control:
(a)
Except as set forth in this Section 6 or as otherwise provided
in a Company plan applicable to Award Recipient or an
agreement between the Award Recipient and the Company, if any,
i
f (i) Award
Recipient ceases to be employed by the Company for any reason
prior to the end of the Performance Period, or (ii) Award
Recipient breaches the confidentiality covenant as described
in Section 11, then effective at the close of business
on the date the Award Recipient ceases to be employed by the
Company, or the date the Award Recipient breaches the
confidentiality covenant as described in Section 11 hereof, as
applicable, all of Award Recipient’s Performance Shares
covered by this
Agreement, whe ther earned or
unearned, shall be automatically cancelled and
forfeited in
their entirety without any further obligation on the
part of Alpha ,
such that Alpha shall not be obligated to issue any Shares or
any other compensation to Award Recipient with resp
ect to such
cancelled and forfeited Performance Shares
.
(b)
Unless otherwise provided in a Company plan applicable to
Award Recipient or an agreement between the Award Recipient
and the Company, if any, if during the Performance Period (i)
the Award Recipient ceases to be employed by the Company as a
result of Award Recipient's Permanent Disability (as defined
below) or death, (ii) the Award Recipient's employment is
terminated by the Company other than for Cause (as defined
below), or (iii) the Award Recipient ceases to be employed by
the Company as a result of Award Recipient's Retirement (as
defined below), the Award Recipient shall be entitled to
receive a prorated portion of the Performance Shares to the
extent earned pursuant to Section 4 above, determined at the
end of the Performance Period and based on the ratio of the
number of complete months the Award Recipient is employed or
serves during the Performance Period to the total number of
months in the Performance Period. Any Shares to which Award
Recipient becomes entitled to receive pursuant to the
preceding sentence will be issued and delivered to Award
Recipient in accordance with the provisions of Section 5 of
the Agreement; provided, that any
payments due on the Award Recipient's death shall be paid to
the Award Recipient's estate.
(c)
In the event that a Change of Control occurs prior to the end of
the Performance Period, the Performance Shares that have not been
previously cancelled and forfeited shall become fully vested and
payable at th e Target Award level (and the
Performance Period shall thereafter be deemed to have
terminated). Payment of any amount pursuant to the
preceding sentence may be made in cash and/or securities or other
property, in the Committee's discretion, and will be
m ade contemporaneous with
the consummation of the Change of Control .
(d)
For
purposes of this Agreement and unless otherwise defined in a
Company plan applicable to Award Recipient or an agreement between
the Award Recipient and the Company, if any, the following terms
shall have the following meanings: (i) a " Change of
Control " shall mean (A) 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, (B) the sale of all or substantially
all of Alpha's assets in a single transaction or a series of
related transactions, (C) 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), (D) the
stockholders of Alpha approve any plan for the dissolution or
liquidation of Alpha, or (E) 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; (ii) the term
" Permanent
Disability " shall mean Award Recipient's physical or mental
incapacity to perform his or her usual duties with such condition
likely to remain continuously and permanently as determined by the
Company; (iii) the term " Cause
" shall mean "Employer Cause" as set forth in any employment
agreement between the Award Recipient and the Company or, in the
absence of such an agreement, "Cause" as defined by the
Com
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