retentionplanagreement.htm


    Exhibit
10.41

    


    Alpha
Natural Resources, Inc.

    2005
Long-Term Incentive Plan

    


    Retention
plan Restricted Stock Agreement

    


    This
Restricted Stock Agreement set forth below is dated as of the issue date (the
“Issue
Date”) set forth on Exhibit A attached
hereto (this “Agreement”),
and is between Alpha Natural Resources, Inc., a Delaware corporation (“Alpha”),
and the individual named as Stockholder on Exhibit A (the “Stockholder”).

    


    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 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.  Issuance of
Stock.  Subject and
pursuant to all terms and conditions stated in this Agreement and in the Plan,
on the Issue Date, Alpha hereby grants to Stockholder the number of shares of
Alpha’s Common Stock, par value $0.01 per share (the “Common
Stock”), set forth on Exhibit
A.  For purposes of this Agreement, the “Shares”
shall include all of the shares of Common Stock issued to Stockholder pursuant
to this Agreement or issued with respect to such shares of Common Stock,
including, but not limited to, shares of Alpha’s capital stock issued by way of
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization.

    


    Section 2.  Vesting;
Restriction on Transfer and Forfeiture of Unvested Shares.

    


    (a)           None
of the Shares may be sold, transferred, pledged, hypothecated or otherwise
encumbered or disposed of until they have vested in accordance with the terms of
this Section 2 and Exhibit
A.  Except as set forth in this Section 2, effective at the
close of business on the date Stockholder ceases to be employed by the Company
or, if earlier, the date Stockholder breaches the confidentiality covenant as
described in Section 8 hereof, any Shares that are not vested in accordance with
this Section 2 shall be automatically forfeited to Alpha without any further
obligation on the part of Alpha. Stockholder hereby assigns and transfers any
forfeited Shares and the stock certificate(s) or other evidence of ownership
representing such shares to Alpha.  For purposes of
clarity, the vesting
requirements for Shares granted under this Agreement constitute a modification
of any vesting provisions set forth in any plan applicable to Stockholder,
or in any agreement between the Stockholder and the Company, such that this
Award shall not vest except as provided in this Section 2 of the
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Except
as provided herein, the Shares will vest according to the vesting schedule set
forth on Exhibit
A.  If:  (i) Stockholder’s employment is
involuntarily terminated without Cause (as defined below) during the 90-day
period immediately preceding a Change in Control (as defined below) or on or
within the one-year period immediately following a Change in Control, any
unvested Shares shall immediately vest in full; (ii) Stockholder's employment
with the Company is terminated without Cause, or as a result of Stockholder’s
Permanent Disability (as defined below) or death, any unvested Shares shall
become vested based on the ratio of the number of complete months the
Stockholder is employed or serves with the Company during the vesting period to
the total number of months in the vesting period; or (iii) Stockholder’s
employment is terminated for any other reason, including for Cause, due to
retirement or resignation, any unvested portion of the Award shall be
forfeited.

    


    Vesting
shall be tolled during any period in which Stockholder is on an approved leave
of absence from employment with the Company.

    


    (c)           For
purposes of this Agreement and unless otherwise defined in a Company plan
applicable to Stockholder or an agreement between the Stockholder 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 Stockholder’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
Stockholder and the Company or, in the absence of such an agreement, "Cause" as
defined by the Company’s plans applicable to the Stockholder or employment
policies in effect at the time of termination.

    


    (d)           The
certificates, if any, representing unvested Shares will bear the following
legend:

    


    “The
securities represented by this certificate are subject to forfeiture and
restrictions on transfer as set forth in the Restricted Stock Agreement
(including the 2005 Long-Term Incentive Plan incorporated therein) between the
issuer and the initial holder of these shares.  A copy of any such
documents may be obtained by the holder without charge at the issuer’s principal
place of business or upon written request.”

    


    Section 3.  Investment
Representation.  Stockholder hereby acknowledges that the
Shares 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 or as otherwise provided herein or in the
Plan.  Stockholder also agrees that the Shares which Stockholder
acquires pursuant to this Agreement will not


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    be sold
or otherwise disposed of in any manner which would constitute a violation of any
applicable securities laws, whether federal or state.

    


    Section 4.  Issuance and
Delivery of Shares; Rights as a
Stockholder.  The parties agree that, subject to satisfaction
of the applicable tax withholding requirements set forth in Section 5 and
the other terms and conditions of this Agreement and the Plan, certificate(s) or
other evidence of ownership representing the Shares shall be delivered to
Stockholder at the end of the vesting period set forth on Exhibit
A.  Promptly following the end of the vesting period set forth
on Exhibit A,
Alpha or its designated agent shall (a) deliver to Stockholder certificates or
other evidence of ownership representing vested Shares, provided, however, that
Stockholder has complied with any withholding tax requirements as set forth in
Section 5 and the other terms and conditions of this Agreement and the Plan, and
(b) cancel any Shares that have been forfeited by Stockholder pursuant to
Section 2. Alpha shall not issue stock certificate(s) or other evidence of
ownership representing Shares if the Committee or other authorized agent
determines, in its or his sole discretion, that the issuance of such
certificate(s) or other evidence of ownership 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 Shares unless and until
certificates or other evidence of ownership representing such Shares shall have
been issued or reflected in such person’s name.

    


    Section 5.  Income
Taxes.   Stockholder acknowledges that any income for federal,
state or local income tax purposes that Stockholder is required to recognize on
account of the vesting and issuance of the Shares to Stockholder shall be
subject to withholding of tax by the Company.  In accordance with
administrative procedures established by the Company, Stockholder may elect to
satisfy Stockholder’s minimum statutory withholding tax obligations, if any, on
account of the vesting and/or issuance of Shares, in one or a combination of the
following methods:  in cash or by separate check made payable to the
Company and/or by authorizing the Company to withhold from the Shares to be
issued to the Stockholder a sufficient number of whole Shares distributable in
connection with such Award equal to the applicable minimum statutory withholding
tax obligation.  In the event Stockholder 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 Stockholder and the Company until such payment has been made or arrangements
for such payment satisfactory to the Company have been
made.  Stockholder agrees further to notify the Company promptly if
Stockholder files an election pursuant to Section 83(b) of the Internal Revenue
Code of 1986, as amended (the "Code"), with respect to any
Shares.

    


    Section 6.  Rights as a
Stockholder.   Neither the Plan nor this Agreement shall be
deemed to give Stockholder 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 Stockholder at any time.

    


    Section 7.  Further
Assistance.  Stockholder will
provide assistance reasonably requested by the Company in connection with
actions taken by Stockholder 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 Stockholder was
employed by the Company.

    


    Section 8.  Confidentiality.  Stockholder
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.  Stockholder 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.  Stockholder acknowledges that by reason of
Stockholder’s duties to and association with the Company, Stockholder 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.  Stockholder hereby agrees that Stockholder will not, at any
time, 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.  Stockholder 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 Stockholder’s legal rights and
obligations as an employee or under this Agreement are at issue; provided,
however, that Stockholder shall, to the extent practicable and lawful in any
such events, give prior notice to the Company of Stockholder’s intent to
disclose any such confidential business information in such context so as to
allow the Company an opportunity (which Stockholder 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 Stockholder
of the provisions of this Section 8 which is not waived in writing by the
Company, all vesting of the Shares shall cease effective upon the occurrence of
the actions or inactions by Stockholder constituting a breach by Stockholder of
the provisions of this Section 8.

    


    Section 9.  Binding Effect;
No Third Party Beneficiaries.  This Agreement shall be binding
upon and inure to the benefit of the Company and Stockholder 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 Stockholder and their respective
heirs, representatives, successors and permitted assigns.  The parties
agree that this Agreement shall survive the issuance of the Shares.

    


    Section 10.  Agreement to
Abide by Plan; Conflict between Plan and Agreement.  The Plan
is hereby incorporated by reference into this Agreement and the Plan is made a
part hereof as though fully set forth in this Agreement.  Stockholder,
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.  Stockholder
accepts as binding, conclusive and final all decisions or interpretations of the
Committee (or its designee) of the Plan upon any question arising under the
Plan, and this Agreement (including, without limitation, the date of any
termination of Stockholder’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, except to
the extent that the Plan gives the Committee express authority to vary the terms
of the Plan by means of this Agreement, in which case, this Agreement shall
govern.

    


    Section 11.  Entire
Agreement.  Except as otherwise provided herein, the Plan and
this Agreement constitute the entire agreement between the parties and supersede
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 12.  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 13.  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 on the signature page or Exhibit
A.  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 14.  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 15.  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 Stockholder's consent, modify or amend the terms of this Agreement, impose
conditions on the timing and effectiveness of the issuance of the Shares, or
take any other action it deems necessary or advisable, to cause this Award to be
excepted from Section 409A of the Code (or to comply therewith to the extent
Alpha determines it is not excepted).

    


    Section 16.  Acknowledgments.

    


    (a)           By
accepting the Shares, the Stockholder acknowledges receipt of a copy of the Plan
and the prospectus relating to the Shares, and agrees to be bound by the terms
and conditions set forth in the Plan and this Agreement, 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 Committee’s or its
      designees discretion.  Both Internet Email and the World Wide
      Web are required in order to access documents
    electronically.

            


    

     

    (c)           This
Award is intended to be excepted from coverage under Section 409A of the Code
and the regulations promulgated thereunder and shall be interpreted and
construed accordingly.  Notwithstanding, Stockholder recognizes and
acknowledges that Section 409A of the Code may impose upon the Stockholder
certain taxes or interest charges for which the Stockholder is and shall remain
solely responsible.

    


    (d)           Stockholder
acknowledges that, by receipt of this Award, Stockholder has read this Section
16 and consents to the electronic delivery of the Plan and related documents, as
described in this Section 16.  Stockholder acknowledges that
Stockholder may receive from the Company a paper copy of any documents delivered
electronically at no cost if Stockholder


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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. 
Stockholder further acknowledges that Stockholder will be provided with a paper
copy of any documents delivered electronically if electronic delivery
fails.

    


    


    


    


    [Remainder
of this Page Intentionally Left Blank]

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have signed this Agreement as of this February __,
2009.

    


    


    


    ALPHA
NATURAL RESOURCES, INC. STOCKHOLDER

    


    


    By                                                                

    Name:

    Title:

    Address:

    Alpha Natural Resources,
Inc.

    One Alpha Place

    P.O. Box 2345

    Abingdon, VA 24212

    Attn:  Vice President of
Human Resources

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    


    Name
of Stockholder:

    


    


    Address of Stockholder:

    


    


    Issue
Date:  February __, 2009

    


    


    Number
of Shares of Restricted Stock:

    


    


    Vesting
Period/Schedule:   The Award shall vest on the third
anniversary of the Issue Date
-       February __, 2012, unless otherwise
provided in the Agreement.