anrexhibit1034.htm


    Exhibit 10.34

    

      
 

      July 17,
2009

      


      James J.
Bryja

      4446
Cross Country Drive

      Ellicott
City, Maryland  21042

      


      Re:           Your
Eligibility for Alpha's Key Employee Retention Program

       

      Dear
Jim:

       

      Welcome
to Alpha's Key Employee Retention Program ("Retention Program").  You
are being offered this opportunity to demonstrate the value we place on you as
an individual and your career, and your key role in the merger transition
following the merger (the "Merger") between Alpha Natural Resources, Inc. and
Foundation Coal Holdings, Inc. ("Foundation") with Foundation as the surviving
company which was renamed "Alpha Natural Resources, Inc." ("Alpha" or the
"Company").  The Retention Program is designed to provide you with an
opportunity to earn significant compensation over and above your base salary
through the payment of an additional retention incentive payment, contingent
upon your continued employment and satisfactory performance in support of the
Merger [which is described in more detail below].

       

      The
objectives of the Retention Program are to (i) provide additional
incentives in order to retain key talent, and (ii) promote stabilization
within the combined organization.

       

      We look
forward to the future success of our new company and are pleased to ask you to
help achieve that success by providing you this retention
opportunity.  The balance of this letter outlines the terms of your
specific retention opportunity.

       

      Key
Terms of Your Retention Opportunity

       

      1.           Your
base salary on August 1, 2009 will be:  $388,125.00

      2.           Your
potential retention Incentive amount is 150% of your base salary on
August 1, 2009

      3.           Your
total potential retention incentive amount
is:  $582,187.50

      
        	
                4.

              	
                Your
      retention period is thirty-six (36) months from the date of the
      dosing of the Merger (i.e., July 31,
2009).

              


      

       

      
        	
                 
      

              	
                When
      You Will Be Eligible To Receive Payments Under the Retention
      Program

              


      

       

      
        	
                 
      

              	
                Subject
      to the terms of this letter, the retention incentive amount will be paid
      to you as follows:

              


      

      
 

      
        	
                RETENTION
      INCENTIVE AMOUNT

              	
                FORM
      OF PAYMENT

              	
                PAYMENT
      DATE

              
	
                $97,031.25

              	
                Cash

              	
                One
      year anniversary of the Merger closing date

              
	
                $97,031.25

              	
                Cash

              	
                Two
      year anniversary of the Merger closing date

              
	
                $388,125

              	
                Restricted
      Stock Unit

              	
                Three
      year anniversary of the Merger closing
date

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Restricted
Stock Units (RSUs) will be issued under the Amended and Restated 2004 Stock
Incentive Plan.  The RSUs award will be subject to the terns and
conditions of the plan and related award agreement.  The retention
incentive amount, including the RSUs, is subject to approval of the Compensation
Committee.

      


      ●           Your
eligibility to receive the retention incentive amount under the Retention
Program is conditioned upon, and subject to, your:  (1) continued
full-time employment with the Company and its subsidiaries through the
applicable Payment Date; and (2) maintaining satisfactory performance
through the applicable Payment Date.

       

      ●           If
your employment with the Company and its subsidiaries is involuntarily
terminated by the Company and its subsidiaries before the end of your retention
period for reasons other than "cause" (as defined below) or due to your "total
and permanent disability" (as defined below) or death, you (or your beneficiary)
shall be paid the remaining unpaid portion of your total retention incentive
amount and the "Payment Date" for any such payment shall be the date your
employment is terminated.  For purposes of the Retention Program,
(i) "cause" means as defined by the Company's plans applicable to you or
employment policies in effect at the time of your employment termination or you
engaged in willful conduct involving misappropriation, dishonesty or serious
moral turpitude, each as determined by the Company, in is sole discretion, and
(ii) "total and permanent disability" means you are, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
your employer.

       

      To the
extent you become entitled to a retention incentive amount pursuant tote terms
of this letter, any such payment shall be made on the Payment Date or as soon as
administratively practicable thereafter (but in all cases within
thirty (30) days of the Payment Date).  Please note that your
retention payments will be subject to withholding of applicable income and
employment taxes.

       

      The
provisions of this letter agreement will be administered, interpreted and
construed in a manner intended to comply with Section 409A of the Internal
Revenue Code ("Section 409A"), the regulations issued thereunder or any
exception thereto (or disregarded to the extent such provision cannot be so
administered, interpreted, or construed).  For purposes of
Section 409A, each payment shall be treated as a separate
payment.  Each payment under this letter agreement is intended to be
excepted from Section 409A to the maximum extent provided under
Section 409A as follows:  (i) each payment that is scheduled
to be made within the applicable 2 1/2 month period specified in
Treas Reg. Sec. 1.409A-1(b)(4) is intended to be excepted under the
short-term deferral exception as specified in Treas. Reg.
Sec. 1.409A-1(b)(4); and (ii) each payment that is not otherwise
excepted under the short-term deferral exception is intended to be excepted
under the involuntary pay exception as specified in Treas. Reg.
Sec. 1.409A-1(b)(9)(iii).  You shall have no right to designate
the date of any payment under this Agreement.

       

      For
purposes of this letter agreement you shall be considered to have experienced a
termination of employment only if you have separated from service with the
Company and all of its controlled group members within the meaning of
Section 409A of the Internal Revenue Code.  Whether you have
separated from service will be determined based on all of the fads and
circumstances and in accordance with the guidance issued under Section 409A
of the Code.

      
 

      The laws
of the Commonwealth of Virginia shall govern the Company's obligations under
this letter.

       

      Please
sign below indicating your agreement with these terms.  Make and keep
one copy of this letter for your records, and then return the original to the
undersigned.

       

      Sincerely,

       

      


      /s/  Michael
Peelish for Kurt
Kost                                                                

      Kurt D.
Kost

       

      President

       

      /s/  James J.
Bryja                                                                7/17/09                                                      

       

      Signature:  James
J.
Bryja                                                                                     Date