Exhibit 10.15a
AMENDMENT TO
JAMES RIVER COAL COMPANY SEVERANCE
AND RETENTION PLAN
THIS AMENDMENT is made as of the ___ day of
December, 2008, by JAMES RIVER COAL COMPANY (the
“Company”);
W I T N E S S E T H
:
WHEREAS, the Company maintains the James River
Coal Company Severance and Retention Plan (the “Plan”);
and
WHEREAS, the Company desires to amend the Plan
to comply with certain provisions of the final regulations under
Section 409A of the Code (“Section 409A”) and for
certain other purposes.
NOW, THEREFORE, in consideration of the premises
and other good and valuable consideration, the Plan is hereby
amended as follows:
1. The
definition of Good Reason in Article 2.1 is amended by deleting the
present definition in its entirety and substituting the following
in lieu thereof:
““Good Reason”
shall mean the
occurrence (without Participant’s express written consent) of
any one of the following acts by the Company, or failures by the
Company to act, unless in the case of any Company act or failure to
act described below, such act or failure to act is
corrected by the Company within thirty (30) days after
written notice thereof by the Participant to the
Company.
(a) a
material reduction in Participant’s duties or
responsibilities; provided, however, that the fact that
Participant’s employment after a Change in Control shall be
with a non-publicly traded subsidiary of an entity resulting from
or surviving the Change in Control, if that is the case, shall not
of itself be deemed a material diminution in Participant’s
duties or responsibilities for purposes of this
paragraph;
(b) a
material reduction in Participant’s base salary;
(c) the
relocation or Participant’s office from its location on the
Effective Date to a location more than 35 miles away; or
(d) the
Company’s material breach of any other provision of this
Plan.
Participant’s right to terminate
Participant’s employment for Good Reason shall not be
affected by the Participant’s incapacity due to physical or
mental illness, except for a Disability.
Any claim of
Good Reason shall be communicated by Participant to the Company in
writing within ninety (90) days of the occurrence of the event
giving rise to Participant’s claim and shall specifically
identify the factual details concerning the event(s) giving rise to
Participant’s claim of Good Reason. The Company
shall have an opportunity of at least thirty (30) days to cure any
claimed event of Good Reason prior to the specified Date of
Termination.”
2. Section
5.1(c) is amended by deleting that paragraph in its entirety and
substituting the following:
“(c) The
group medical and dental plan and group term life insurance
coverages provided to Severance Participant at his Date of
Termination shall be continued at the same level as for active
employees and in the same manner as if his employment had not
terminated, beginning on the Date of Termination and continuing for
the Severance Period. Any additional coverages Severance
Participant had at termination, including dependent coverage, will
also be continued for such pe
