ex-10_2.htm


    
                                                                              
 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:

     

    
      	
               

            	
              GRANTED
                TO:

            


    

     

    
      	
               

            	
              NUMBER
                OF SHARES:

            


    

     

    
      	
               

            	
              EFFECTIVE
                DATE OF GRANT:

            


    

     

    
      	
               

            	
              EXPIRATION
                DATE:

            


    

     

    
      	
               

            	
              EXERCISE
                PRICE PER SHARE:

            


    

     

    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 the Board of Directors
      of,] the Company, then 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.

     

    SECTION
      4.  ISSUANCE
      AND DELIVERY OF OPTION SHARES; RIGHTS AS A STOCKHOLDER.  The
      stock certificate(s), or other evidence of, the Option Shares shall be given
      to
      Grantee subject to satisfaction of the applicable tax withholding requirements
      set forth in Section 5.  Alpha shall not issue stock
      certificate(s), or provide other evidence of, the Option Shares if the
      administrator of the Plan or its authorized agent determines, in its sole
      discretion, that the issuance of such certificate(s) or other evidence of the
      Option Shares would violate the terms of the Plan, this Agreement or applicable
      law.  Except as otherwise provided in the Plan, no person shall be, or
      have any of the rights or privileges of, a stockholder of Alpha with respect
      to
      any of the Option Shares unless and until certificates or other evidence of
      the
      Option Shares representing such shares shall have been delivered to such
      person.

     

    SECTION
      5.  INCOME
      TAXES.  Grantee acknowledges that any income for federal,
      state or local income tax purposes that Grantee is required to recognize on
      account of the grant, vesting and/or exercise of the Option shall be subject
      to
      withholding of tax by the Company.  Grantee agrees that the Company
      may either withhold an appropriate amount from any compensation or any other
      payment of any kind then payable or that may become payable to Grantee, or
      require Grantee to make a cash payment to the Company equal to the amount of
      withholding required in the opinion of the Company.  In the event
      Grantee does not make such payment when requested, the Company may refuse to
      issue or cause to be delivered any shares under this Agreement or any other
      incentive plan agreement entered into by Grantee and the Company until such
      payment has been made or arrangements for such payment satisfactory to the
      Company have been made.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      6.  RIGHTS
      AS A GRANTEE.  Neither the Plan nor this Agreement shall be
      deemed to give Grantee any right to continue to be employed by [ADD FOR
      NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES:  or perform
      services for] the Company, nor shall the Plan or the Agreement be
      deemed to limit in any way the Company's right to terminate the employment
      of
[ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR
      EMPLOYEES:  or performance of services by] the Grantee at any
      time.

     

    SECTION
      7.  FURTHER
      ASSISTANCE.  Grantee will provide assistance reasonably
      requested by the Company in connection with actions taken by Grantee while
      employed by or providing service to the Company, including but not limited
      to
      assistance in connection with any lawsuits or other claims against the Company
      arising from events during the period in which Grantee was employed or providing
      service.

     

    SECTION
      8.  CONFIDENTIALITY.  Grantee
      acknowledges that the businesses of the Company are highly competitive and
      that
      the Company's strategies, methods, books, records, and documents, technical
      information concerning their products, equipment, services, and processes,
      procurement procedures and pricing techniques, the names of and other
      information (such as credit and financial data) concerning former, present
      or
      prospective customers and business affiliates, all comprise confidential
      business information and trade secrets which are valuable, special, and unique
      assets which the Company uses in its business to obtain a competitive advantage
      over competitors.  Grantee further acknowledges that protection of
      such confidential business information and trade secrets against unauthorized
      disclosure and use is of critical importance to the Company in maintaining
      its
      competitive position.  Grantee acknowledges that by reason of
      Grantee's duties to and association with the Company, Grantee has had and will
      have access to and has and will become informed of confidential business
      information which is a competitive asset of the Company.  Grantee
      hereby agrees that Grantee will not, at any time during or after employment
      [ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR
      EMPLOYEES:  or service as a member of the Company's Board of
      Directors], make any unauthorized disclosure of any confidential
      business information or trade secrets of the Company, or make any use thereof,
      except in the carrying out of employment responsibilities [ADD FOR
      NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES:  or
      responsibilities as a member of the Company's Board of
      Directors].  Grantee shall take all necessary and appropriate
      steps to safeguard confidential business information and protect it against
      disclosure, misappropriation, misuse, loss and theft.  Confidential
      business information shall not include information in the public domain (but
      only if the same becomes part of the public domain through a means other than
      a
      disclosure prohibited hereunder).  The above notwithstanding, a
      disclosure shall not be unauthorized if (i) it is required by law or by a
      court of competent jurisdiction or (ii) it is in connection with any
      judicial, arbitration, dispute resolution or other legal proceeding in which
      Grantee's legal rights and obligations as an employee [ADD FOR
      NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES:  or
      director] or under this Agreement are at issue; provided, however, that
      Grantee shall, to the extent practicable and lawful in any such events, give
      prior notice to the Company of Grantee's intent to disclose any such
      confidential business information in such context so as to allow the Company
      an
      opportunity (which Grantee will not oppose) to obtain such protective orders
      or
      similar relief with respect thereto as may be deemed appropriate.  Any
      information not specifically related to the Company would not be considered
      confidential to the Company.

     

    SECTION
      9.  SECURITIES
      LAWS.  Grantee acknowledges that applicable securities laws
      may restrict the right and govern the manner in which Grantee may dispose of
      the
      Option Shares obtained upon exercise of the Option and Grantee agrees not to
      offer, sell or otherwise dispose of any such shares in a manner that would
      violate the Securities Act of 1933, as amended, or any other federal or state
      law.

     

    SECTION
      10.  PROHIBITION
      ON TRANSFER OR ASSIGNMENT.  Except as provided in the Plan,
      neither this Agreement nor the Option may be transferred or assigned, other
      than
      an assignment by will or by laws of descent and distribution, and this Option
      shall be exercisable during the Grantee's lifetime only by Grantee or by such
      permitted assignee.

     

    SECTION
      11.  BINDING
      EFFECT; NO THIRD PARTY BENEFICIARIES.  This Agreement shall
      be binding upon and inure to the benefit of the Company and Grantee and their
      respective heirs, representatives, successors and permitted
      assigns.  This Agreement shall not confer any rights or remedies upon
      any person other than the Company and the Grantee and their respective heirs,
      representatives, successors and permitted assigns.  The parties agree
      that this Agreement shall survive the exercise or termination of the
      Option.

     

    SECTION
      12.  AGREEMENT
      TO ABIDE BY PLAN; CONFLICT BETWEEN PLAN AND AGREEMENT.  The
      Plan is hereby incorporated by reference into this Agreement and made a part
      hereof as though fully set forth in this Agreement.  Grantee, by
      execution of this Agreement, (i) represents that he or she is familiar with
      the terms and provisions of the Plan and (ii) agrees to abide by all of the
      terms and conditions of this Agreement and the Plan.  Grantee accepts
      as binding, conclusive and final all decisions or interpretations of the
      administrator of the Plan upon any question arising under the Plan and this
      Agreement (including, without limitation, the cause of any termination of
      Grantee's employment with the Company).  In the event of any conflict
      between the Plan and this Agreement, the Plan shall control and this Agreement
      shall be deemed to be modified accordingly.

     

    SECTION
      13.  ENTIRE
      AGREEMENT.  Except as otherwise provided by the Committee or
      any agreement, plan or other arrangement between the Grantee and Alpha, this
      Agreement constitutes the entire agreement between the parties and supersedes
      any prior understandings, agreements, or representations by or between the
      parties, written or oral, to the extent they related in any way to the subject
      matter of this Agreement.

     

    SECTION
      14.  AMENDMENTS.  This
      Agreement may be amended or modified at any time by an instrument in writing
      signed by the parties hereto, or as otherwise provided under the
      Plan.  Notwithstanding anything herein to the contrary, Alpha may, in
      its sole discretion and without the Grantee's consent, modify or amend
      (prospectively or retroactively) the terms of this Agreement, impose conditions
      on the timing and effectiveness of the exercise of the Option by the Grantee,
      or
      take any other action it deems necessary or advisable, to cause the Option
      to
      comply with Section 409A of the Code (or an exception thereto).  The
      Grantee recognizes and acknowledges that Section 409A of the Code may impose
      upon the Grantee certain taxes or interest charges which the Grantee is and
      shall remain solely responsible.

     

    SECTION
      15.  CHOICE
      OF LAW.  To the extent not superseded by federal law, the
      laws of the state of Delaware (without regard to the conflicts laws of Delaware)
      shall control in all matters relating to this Agreement and any action relating
      to this Agreement must be brought in state and federal courts located in the
      Commonwealth of Virginia.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      16.  NOTICE.  All
      notices, requests, demands, claims, and other communications under this
      Agreement shall be in writing.  Any notice, request, demand, claim, or
      other communication under this Agreement shall be deemed duly given if (and
      then
      two business days after) it is sent by registered or certified mail, return
      receipt requested, postage prepaid, and addressed to the intended recipient
      at
      the address set forth below the recipient's signature to this
      Agreement.  Either party to this Agreement may send any notice,
      request, demand, claim, or other communication under this Agreement to the
      intended recipient at such address using any other means (including personal
      delivery, expedited courier, messenger service, telecopy, ordinary mail, or
      electronic mail), but no such notice, request, demand, claim, or other
      communication shall be deemed to have been duly given unless and until it
      actually is received by the intended recipient.  Either party to this
      Agreement may change the address to which notices, requests, demands, claims,
      and other communications hereunder are to be delivered by giving the other
      party
      notice in the manner set forth in this section.

     

    SECTION
      17.  COUNTERPARTS.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

     

    SECTION
      18.  ACKNOWLEDGEMENTS.

     

    (a)  By
      accepting this Option, Grantee acknowledges receipt of a copy of the Plan and
      the prospectus relating to this Award, and agrees to be bound by the terms
      and
      conditions set forth in this Agreement and the Plan, as in effect and/or amended
      from time to time.

     

    (b)  The
      Plan
      and related documents, which may include but do not necessarily include the
      Plan
      prospectus, this Agreement and financial reports of the Company, may be
      delivered to you electronically.  Such means of delivery may include but do
      not necessarily include the delivery of a link to a Company intranet site or
      the
      internet site of a third party involved in administering the Plan, the delivery
      of the documents via e-mail or CD-ROM or such other delivery determined at
      the
      Designated Administrator’s discretion.  Both Internet Email and the
      World Wide Web are required in order to access documents
      electronically.

     

    (c)  Grantee
      acknowledges that, by receipt of this Award, Grantee has read this Section
      18
      and consents to the electronic delivery of the Plan and related documents,
      as
      described in this Section 18.  Grantee acknowledges that Grantee may
      receive from Alpha a paper copy of any documents delivered electronically at
      no
      cost if Grantee contacts the Vice President of Human Resources of the Company
      by
      telephone at (276) 619-4410 or by mail to One Alpha Place, P.O. Box 2345,
      Abingdon, VA 24212.  Grantee further acknowledges that Grantee will be
      provided with a paper copy of any documents delivered electronically if
      electronic delivery fails.

     


    
      
              

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    EXECUTED
      ___________ __, 20__.

     

    ALPHA
      NATURAL RESOURCES, INC. GRANTEE

     

    


     

    


     

    By                                                                

     

    


     

    Address:                                                                           Address:

     

    Alpha
      Natural Resources,
      Inc.                                                                                                                                  

     

    One
      Alpha
      Place                                                                   

     

    P.O.
      Box
      2345                                                                   ____________________________________

     

    Abingdon,
      VA
      24212                                                                   

     

    Attn:  General
      Counsel

     

    Social
      Security No.

     

    


     

    


     


    
      
              

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