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EXHIBIT
10.20
FOUNDATION COAL HOLDINGS,
INC.
2004 STOCK INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
THIS AGREEMENT, is made
effective as of
,
2007 (the “ Date of Grant ”), between
Foundation Coal Holdings, Inc. (the “ Company
”) and Director (the “ Participant
”).
RECITALS :
WHEREAS, the Company has
adopted the Foundation Coal Holdings, Inc. 2004 Stock Incentive
Plan, as from time to time amended (the “ Plan
”), the terms of which are hereby incorporated by reference
and made a part of this Agreement; and
WHEREAS, the Committee has
determined that it would be in the best interests of the Company
and its stockholders to grant the restricted Shares provided for
herein to Participant pursuant to the Plan and the terms set forth
herein;
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the
parties agree as follows:
1. Definitions
. Whenever the following terms are used in this Agreement,
they shall have the meanings set forth below. Capitalized terms not
otherwise defined herein shall have the same meanings as in the
Plan.
(a) Cause :
“Cause” shall mean (i) Participant’s
continued failure substantially to perform Participant’s
duties (other than as a result of total or partial incapacity due
to physical or mental illness) for a period of ten (10) days
following written notice by the Company to Participant of such
failure, (ii) dishonesty in the performance of
Participant’s duties, (iii) Participant’s
conviction of, or plea of nolo contendere to, a crime
constituting (x) a felony under the laws of the United States
or any state thereof or (y) a misdemeanor involving moral
turpitude or (iv) Participant’s willful malfeasance or
willful misconduct in connection with Participant’s duties or
any act or omission which is injurious to the financial condition
or business reputation of the Company or any of its
Affiliates.
(b) Disability
: “Disability” shall mean Participant becomes
physically or mentally incapacitated and is therefore unable for a
period of six (6) consecutive months or for an aggregate of
nine (9) months in any twenty-four (24) consecutive month
period to perform Participant’s duties.
2. Grant of Shares.
The Company hereby grants to Participant 3,000 Shares effective the
date hereof, subject to adjustment as set forth in the Plan. The
Participant agrees to be bound by all terms and conditions of this
Agreement and the Plan, as amended from time to time.
1
3. Restrictions on
Transfer of Shares. Except as otherwise provided by the Plan,
the Shares cannot be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction
Period, and any such purported assignment, transfer, pledge or
encumbrance shall be void and unenforceable against the Company;
provided that the designation of a beneficiary shall not
constitute an assignment, transfer, pledge or encumbrance and
further provided that a permitted transfer during the
Restriction Period shall remain subject to the other provisions of
the Plan and this Agreement. For purposes of this Agreement, the
Restriction Period sha
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