Exhibit 10.21


    
      

    


    EXHIBIT
      10.21

    


    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. The
      maximum
      number of Performance Shares that may be earned pursuant to this Agreement
      (the
      "Maximum
      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. Unless
      the Award Recipient has elected to defer receipt of the Shares in accordance
      with Section 6, and except as otherwise provided in this Agreement and subject
      to satisfaction of the applicable tax withholding requirements set forth in
      Section 9, Alpha shall cause stock certificate(s) representing the number
      of Shares earned and determined under Section 4 to be issued to the Award
      Recipient on the sixtieth (60th)
      business day following the end of the Performance Period, or as soon as
      administratively feasible thereafter (but in no event later than the
      15th
      day of
      the third month following the date on which such Shares are earned);
provided,
      however,
      that:
      (i) absent a Change of Control (as defined below), no certificate(s) for Shares
      shall be delivered with respect to Performance Shares until 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) representing
      Shares if the Committee or Designated Administrator or other authorized agent
      determines, in its or his sole discretion, that the issuance of such
      certificate(s) would violate the terms of the Plan, this Agreement or applicable
      law. 

    


    Section
      6.  Deferral
      of Shares. The
      Award
      Recipient may elect in writing on or before the date that is six (6) months
      prior to the end of the Performance Period, or such earlier date as may be
      designated by Alpha (the "Latest
      Deferral Date")
      in
      order to satisfy the deferral election requirements of Section 409A of the
      Internal Revenue Code, as amended (the "Code"),
      to
      defer the issuance and delivery of all or a part of the Shares earned, provided
      that in no event may an election to defer performance-based compensation be
      made
      after such compensation has become both substantially certain to be paid and
      readily ascertainable. Any such election shall: (1) specify the date of
      issuance for the earned Shares, which shall not be earlier than the first
      anniversary of the original payment date or such other minimum deferral period
      as may be designated by the Company in order to satisfy the deferral election
      requirements of Section 409A of the Code; and (2) comply with all other
      applicable deferral election requirements of Section 409A of the
      Code.

    


    Section
      7. Termination of Employment/Change of Control:  

    


    (a)    Except
      as
      set forth in this Section 7 or as otherwise provided in a Company plan
      applicable to Award Recipient or an agreement between the Award Recipient and
      the Company, if any, if
      (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 12, 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 12 hereof, as applicable, all of Award
      Recipient’s Performance Shares covered
      by this Agreement, whether 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 respect 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 Sections 5 and 6 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 the 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 made
      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 Company’s employment policies in effect at the time of
      termination; and (iv) the term "Retirement"
      shall
      mean Award Recipient's retirement at
      Alpha’s
      normal retirement age, as prescribed from time to time by Alpha’s employment or
      retirement policies then in effect, or retirement under circumstances approved
      by the Committee (either before or after retirement).

    


    Section
      8. Limitation
      of Rights; Investment
      Representation.
      Except
      as otherwise provided in the Plan or this Agreement, no holder of Performance
      Shares shall be, or have any of the rights or privileges of, a stockholder
      of
      Alpha with respect to any Shares unless and until certificates representing
      such
      Shares shall have been issued in such person’s name. Prior
      to
      actual receipt of the Shares under this Award, Award Recipient may not transfer
      any interest in the Award or the underlying Shares. Award Recipient acknowledges
      and agrees that the Shares which Award Recipient
      acquires
      pursuant to this Agreement, if any, shall not be sold, transferred, assigned,
      pledged or hypothecated in the
      absence of an effective registration statement for the Shares under the
      Securities Act of 1933, as amended (the "Securities
      Act"),
      and
      applicable state securities laws or an applicable exemption from the
      registration requirements of the Securities Act and any applicable state
      securities laws, and shall not be sold or otherwise disposed of in any manner
      which would constitute a violation of any applicable securities laws, whether
      federal or state. Any
      attempt to transfer the Performance Shares or Shares in violation of this
      Section or the Plan shall render this Award of Performance Shares null and
      void.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section 9.  Income
      Taxes.  Award
      Recipient acknowledges that any income for federal, state or local income tax
      purposes that Award Recipient is required to recognize on account of the
      issuance and delivery of Shares to Award Recipient shall be subject to
      withholding of tax by the Company. Award Recipient agrees that the Company
      may
      either withhold an appropriate amount from any compensation (including the
      Shares) or any other payment of any kind then payable or that may become payable
      to Award Recipient, or require Award Recipient to make a cash payment to the
      Company equal to the amount of withholding required in the opinion of the
      Company. In the event Award Recipient 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 Award Recipient
      and the Company until such payment has been made or arrangements for such
      payment satisfactory to the Company have been made.

    


    Section 10.  Rights
      to Continued Employment.  
      Neither the Plan nor this Agreement shall be deemed to give Award Recipient
      any
      right to continue to be employed by 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 the Award Recipient at any time.

    


    Section 11.  Further
      Assistance.
      Award
      Recipient will provide assistance reasonably requested by the Company in
      connection with actions taken by Award Recipient while employed by 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
      Award Recipient was employed.

    


    Section 12.  Confidentiality.  Award
      Recipient acknowledges that the business of the Company is 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 their business to obtain a competitive
      advantage over competitors. Award Recipient 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. Award Recipient acknowledges that by reason of Award
      Recipient's duties to and association with the Company, Award Recipient 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. Award
      Recipient hereby agrees that Award Recipient will not, at any time during or
      after employment, 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. Award Recipient 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 Award
      Recipient's legal rights and obligations as an employee or under this Agreement
      are at issue; provided, however, that Award Recipient shall, to the extent
      practicable and lawful in any such events, give prior notice to the Company
      of
      Award Recipient's intent to disclose any such confidential business information
      in such context so as to allow the Company an opportunity (which Award Recipient
      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. In addition
      to any other remedy available at law or in equity, in the event of any breach
      by
      Award Recipient of the provisions of this Section 12 which is not waived in
      writing by the Company, all vesting of the Performance Shares shall cease
      effective upon the occurrence of the actions or inactions by Award Recipient
      constituting a breach by Award Recipient of the provisions of this Section
      12.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section 13.  Binding
      Effect; No Third Party Beneficiaries.  This
      Agreement shall be binding upon and inure to the benefit of the Company and
      Award Recipient 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 Award Recipient and their respective
      heirs, representatives, successors and permitted assigns. The parties agree
      that
      this Agreement shall survive the issuance of the Shares.

    


    Section 14.  Agreement
      to Abide by Plan; Conflict between Plan and Agreement.  The
      Plan is hereby incorporated by reference into this Agreement and the Plan and
      Summary of Performance Share Grant are made a part hereof as though fully set
      forth in this Agreement. Award Recipient, by execution of this Agreement, (i)
      represents that he or she is familiar with the terms and provisions of the
      Plan
      and the Summary of Performance Share Grant, and (ii) agrees to abide by all
      of
      the terms and conditions of this Agreement, the Summary of Performance Share
      Grant and the Plan. Award Recipient accepts as binding, conclusive and final
      all
      decisions or interpretations of the Designated Administrator of the Plan upon
      any question arising under the Plan, this Agreement (including, without
      limitation, the date of any termination of Award Recipient's employment with
      the
      Company) and the Summary of Performance Share Grant. In the event of any
      conflict between the Plan and this Agreement or the Summary of Performance
      Share
      Grant, the Plan shall control and this Agreement and/or the Summary of
      Performance Share Grant shall be deemed to be modified accordingly, except
      to
      the extent that the Plan gives the Designated Administrator the express
      authority to vary the terms of the Plan by means of this Agreement or the
      Summary of Performance Share Grant, in which case, this Agreement and/or the
      Summary of Performance Share Grant shall govern.

    


    Section 15.  Entire
      Agreement.  Except
      as otherwise provided herein, in any Company plan applicable to the Award
      Recipient, or in any other agreement between Award Recipient and the Company,
      this Agreement, the Plan, and the Summary of Performance Share Grant which
      Award
      Recipient has reviewed and accepted in connection with the grant of the
      Performance Shares reflected by 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 16.  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 17.  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 18.  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
      19. 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, Alpha may, in its sole discretion and without the Award
      Recipient's consent, modify or amend the terms of this Agreement, impose
      conditions on the timing and effectiveness of the issuance of the Common Shares,
      or take any other action it deems necessary or advisable, to cause this Award
      to
      comply with Section 409A of the Code (or an exception thereto). Award Recipient
      recognizes and acknowledges that Section 409A of the Code may impose upon the
      Award Recipient certain taxes or interest charges for which the Award Recipient
      is and shall remain solely responsible. 

    


    Section
      20. Acknowledgements. 

    


    (a)    By
      accepting this Award of Performance Shares, the Award Recipient acknowledges
      receipt of a copy of the Plan, the Summary of Performance Share Grant and the
      prospectus relating to this Award of Performance Shares, and agrees to be bound
      by the terms and conditions set forth in this Agreement, the Summary of
      Performance Share Grant 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)    Award
      Recipient acknowledges that, by receipt of this Award, Award Recipient has
      read
      this Section 20 and consents to the electronic delivery of the Plan and related
      documents, as described in this Section 20.  Award Recipient
      acknowledges that Award Recipient may receive from the Company a paper copy
      of
      any documents delivered electronically at no cost if Award Recipient 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. 
Award Recipient further acknowledges that Award Recipient will be provided
      with
      a paper copy of any documents delivered electronically if electronic delivery
      fails.