anrexhibit1032.htm


    Exhibit 10.32

    
      CONSENT
AGREEMENT

      


      This
Consent Agreement ("Agreement") is made this 31st day of July, 2009, by and
between Foundation Coal Corporation ("Foundation Coal"), Alpha Natural
Resources, Inc., a Delaware corporation ("Alpha"), and James J. Bryja (the
"Employee").

       

      WHEREAS, Employee is presently
employed by Foundation Coal, serves as Foundation Coal Holdings, Inc.’s
(“Foundation Holdings”) Senior Vice President, Operations, and is a party to a
valid, enforceable employment agreement with Foundation Coal dated January 1,
2009 ("Employment Agreement");

       

      WHEREAS, Alpha has entered
into that certain Agreement and Plan of Merger with Foundation Holdings, dated
as of May 11, 2009, including any amendments or supplemental agreements thereto
("Merger"), which Merger is scheduled to close and become effective at some
future date ("Closing") and in which Alpha will be merged with and into
Foundation Holdings with Foundation Holdings changing its name to "Alpha Natural
Resources, Inc." (the "Company"), and thereafter Foundation Coal being merged
into the Company, with the Company as the surviving entity;

       

      WHEREAS, if the Merger closes,
the previously separate workforces of Alpha and Foundation Holdings and their
respective subsidiaries shall be combined, and it is the desire of the parties
to this Agreement that the combined workforces begin to adhere to consistent
company policies;

       

      WHEREAS, prior to the Merger,
executive employees of Foundation Coal had individual employment agreements with
Foundation Coal setting forth their obligations/benefits with regard to their
employment and post-employment period, and executive employees of Alpha had
similar obligations and benefits, as set forth in Alpha's Key Employee
Separation Plan, as amended and restated (the "Plan");

       

      WHEREAS, upon the Closing, the
parties to this Agreement desire that Employee's Employment Agreement be
terminated and become null and void and Employee become a participant in the
Plan, subject to the terms and conditions thereof;

       

      WHEREAS, the Compensation
Committee of Alpha's Board of Directors (the "Committee") has selected Employee
to become a Participant in the Plan post-Closing, provided that Employee
executes this Agreement on or before the deadline set forth below;
and

       

      WHEREAS, Employee is willing
to consent to the terms and conditions provided herein.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      NOW, THEREFORE, in
consideration of the mutual promises, covenants and obligations herein
contained, and intending to be legally bound hereby, Alpha, Foundation Coal, and
Employee agree as follows:

       

      1. Employee
and Foundation Coal acknowledge that Employee's Employment Agreement shall be
terminated and shall become null and void upon the Closing, and that following
the Closing, Employee shall be employed by the Company and serve as its Senior
Vice President Operations, Northern Appalachia and Powder River Basin, with
annual base pay of $388,130, and an opportunity to participate in the annual
bonus plan, long-term incentive program, and pension, health, and welfare
benefit plans that the Company offers from time to time to employees with
similar titles and responsibilities.

       

      2. Employee acknowledges and agrees that: (a) the Merger
and/or Closing do not constitute a "termination" of Employee's employment for
purposes of the Employment Agreement, including but not limited to Section 7(c)
of the Employment Agreement; (b) none of the Merger, the Closing, and/or the
foregoing change in Employee's title and the corresponding changes in Employee’s
responsibilities, individually or collectively, constitute “Good Reason” for
terminating Employee's employment under the Employment Agreement, including but
not limited to Section 7(c)(ii) and Section 7(c)(iii) of the Employment
Agreement; and (c) none of the Merger, the Closing, the foregoing changes in
Employees’ title and responsibilities, and/or the termination of Employee’s
Employment Agreement, individually or collectively, will render Employee
eligible to receive any severance benefits under the Employment Agreement,
including but not limited to Section 7(c)(iii) of the Employment Agreement,
under the Foundation Coal Salaried and Non-Represented Severance Plan, or
otherwise.

       

      3. To the extent that Employee might have any rights or
claims to severance benefits or other compensation under the terms of the
Employment Agreement, the Foundation Coal Salaried and Non-Represented Severance
Plan, or otherwise due to the Merger, the Closing, the foregoing change in
Employees’ title and responsibilities, and/or the termination of Employee’s
Employment Agreement, those rights are disputed and Employee willingly waives
and agrees not to assert any such possible rights.  Additionally,
because the Plan is intended to be the sole source of any severance benefits to
which Employee is entitled after the Closing, Employee hereby agrees to waive
and not assert Employee’s rights, if any, to participate after the Closing in
and/or receive benefits from any other severance plan or program that exists as
of the Closing, including, but not limited to, the Foundation Coal
Salaried and Non-Represented Hourly Severance Plan.

       

      4. Employee
hereby releases Foundation Coal and all of its parents, subsidiaries,
affiliates, successors, and assigns, and all of their respective directors,
officers and employees (collectively “Releasees”), from all actions, causes of
action, suits, debts, charges, complaints, claims, obligations, promises,
agreements, controversies, damages, judgments, rights, costs, losses, expenses,
liabilities and demands of any nature, whether known or unknown, whether actual
or potential, whether specifically mentioned herein or not, in law or equity,
whether statutory or common law, whether federal, state, local, or otherwise, as
of the date Employee signs this Agreement, with the exception of any claims to
vested benefits.  Employee affirms that Employee has not filed, nor
has Employee caused to be filed, nor is Employee presently a party to any claim,
complaint, or action against any of the Releasees in any form or
forum.  Employee further affirms that Employee has been paid and/or
has received all leave (paid or unpaid), compensation, wages, bonuses and/or
other payments to which Employee may be entitled as of the date of this
Agreement and that no other leave (paid or unpaid), compensation, wages, bonuses
and/or other payments are due to Employee from any of the Releasees as of the
date of this Agreement other than Employee's Accrued Rights (as defined in the
Employment Agreement).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5. Provided
that paragraphs 1 through 4 are satisfied, true and correct, upon the Closing,
Employee, subject to the Committee's approval, shall be named a "Participant" of
the Plan, and shall be subject to all the terms and conditions of the Plan, as
administered by the Committee and/or its successors and
assigns.  Subject to the Committee's approval and all the terms and
conditions of the Plan, the Company shall recommend, among the other benefits
that may be provided under the Plan, that the Employee's multiplier for purposes
of determining the lump sum cash payment based on base pay plus target bonus
(the "Benefit Factor") be 2.0 in the event of a covered change in control
termination and 1.5 in the event of a covered termination prior to a change in
control.

       

      6. Subject
to the execution and delivery of this Agreement by the parties hereto and
approval by the Company's Chief Executive Officer, Employee will receive the
following awards:

      a. A
restricted stock unit award with a fair market value on the grant date of
$388,130 (rounded down to the nearest whole share), subject to the terms and
conditions of the 2004 Stock Incentive Plan and the related award agreement;
and

       

      b. A
retention cash award of $194,065, with 50% payable on July 31, 2010 and 50%
payable on July 31, 2011, subject to the terms and conditions of the related key
employee retention program letter.

       

      7. To the
maximum extent permitted by the Company's certificate of incorporation, as
amended (or any successor or assign, as applicable), and law, the Company (or,
if applicable, any successor or assign) shall indemnify the Employee in his
current and former capacities as an officer of Foundation Coal or the Company
and hold the Employee harmless from any cost, attorneys' fees, expense or
liability arising out of Employee's performing of services for Foundation Coal
or the Company.

       

      8. If
Employee and Foundation Coal do not sign and deliver this Agreement to Vaughn R.
Groves by midnight on July 30, 2009, or if the Closing does not occur, this
Agreement will be will be null and void.

       

      9. Employee
hereby confirms and agrees that Employee's execution of this Agreement is both
knowing and voluntary and that the same shall bind
the Employee, his successors and assigns.

       

      10. Employee
is encouraged to consult with an attorney prior to executing this
Agreement.

       

      11. Any terms
not otherwise defined herein shall have the meaning ascribed to such terms in
the Plan.

       

      12. This
Agreement
shall be governed by the laws of the Commonwealth of Virginia, excluding its
conflicts of laws principles.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      13. This
Agreement represents the entire agreement between the
Employee, Foundation Coal, and Alpha regarding the terms and conditions of
Employee’s employment with the Company and/or its subsidiaries or affiliates,
and supersedes all prior agreements and understandings (including the Employment
Agreement and any verbal agreements) between them.

       

      14. This
Agreement shall inure to the benefit of, and be binding upon, the parties’
respective personal or legal representatives, executors, administrators,
successors, and assigns.

       

      15. This
Agreement may be signed in counterparts, each of which shall be an original,
with the same
effect as if the signatures thereto and hereto were upon the same
instrument.

      


      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.

      


        /s/  James
J.
Bryja                                                      Date:  July 30,
2009

      James J.
Bryja

       

      


      
        	
                 
      

              	
                FOUNDATION
      COAL CORPORATION

              


      

      


      
        	
                By:    /s/  William
      H. McClure

              	 	
                               
      Date:  July 30, 2009

              


      

      


      Name:
  William H.
McClure                                                                

      


      Title:
  VP Human
Resources                                                                

      


       

      ALPHA
NATURAL RESOURCES, INC.

       

       

      By:    /s/  Randy
McMillion                                                       Date:  July
31, 2009

      


      Name:
  Randy
McMillion                                                      

      


      Title:
  EVP -
CAO