anrexhibit104.htm


    Exhibit
10.4


    


     

    Plan
Document

    and

    Summary
Plan Description

    of
the

    Alpha
Natural Resources, Inc.

    Key
Employee Separation Plan

     

    As
Amended and Restated

    Effective
July 31, 2009

    ALPHA
NATURAL RESOURCES, INC.

    KEY
EMPLOYEE SEPARATION PLAN

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
1. INTRODUCTION

     

    1.1           Purpose.  The
purposes of this Alpha Natural Resources, Inc. Key Employee Separation Plan is
to assist the Company to retain the services of key employees by providing
eligible employees of the Company and its Affiliates with certain severance and
welfare benefits in the event their employment is involuntarily terminated (or
constructively terminated).

     

    1.2           Term of the
Plan.  The Plan shall generally be effective as of the
Effective Date, but subject to amendment from time to time in accordance with
Article 7.  The Plan shall continue until terminated pursuant to
Article 7 hereof.

     

    ARTICLE
2. DEFINITIONS

     

    Except as
may otherwise be specified or as the context may otherwise require, the
following terms shall have the respective meanings set forth below whenever used
herein:

     

    (a)           "Affiliate"
shall mean any parent entities, affiliated Subsidiaries and/or divisions of the
Company.

     

    (b)           "Alpha"
shall mean Alpha Natural Resources, Inc., a Delaware corporation.

     

    (c)           "Base
Pay" shall mean the Participant's annual base salary rate, exclusive of bonuses,
commissions and other incentive pay, as in effect immediately preceding the
Participant's Date of Termination.

     

    (d)           "Benefit
Factor" shall mean the multiple (either 2.0, 1.5, or 1.0) which has been
assigned to each Participant for purposes of determining the Participant's
benefit under Section 4.2(a)(ii) and Section 4.3(a)(ii), as the case may
be, and which Benefit Factor may be different for each of Section 4.2(a)(ii) and
Section 4.3(a)(ii).

     

    (e)           "Benefit
Plans" shall mean the insurance and health and welfare benefits plans and
policies to which Participant is entitled to participate.

     

    (f)           "Board"
shall mean the Board of Directors of Alpha.

     

    (g)           "Cause"
shall mean:

     

    (i)           Participant's
gross negligence or willful misconduct in the performance of the duties and
services required of Participant;

     

    (ii)           Participant's
final conviction of, or plea of guilty or nolo contendere to, a felony or
Participant engaging in fraudulent or criminal activity relating to the scope of
Participant's employment (whether or not prosecuted);

     

    (iii)           a
material violation of Alpha's Code of Business Ethics;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)           any
continuing or repeated failure to perform the duties as requested in writing by
the Participant's supervisor(s) or the Board after Participant has been afforded
a reasonable opportunity (not to exceed 30 days) to cure such
breach;

     

    (v)           the
commission of a felony or crime involving moral turpitude; or

     

    (vi)           conduct
which brings the Company and/or its Affiliates into public disgrace or disrepute
in any material respect.

     

    Determination
as to whether or not Cause exists for termination of Participant's employment
will be made by the Board.

     

    (h)           "Change
in Control" shall mean the first to occur, after the Effective Date, of any of
the following:

     

    (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 stock of Alpha
by any person or entity (including a "group" as defined by or under Section
13(d)(3) of the Securities Exchange Act);

     

    (iv)           the
stockholders of Alpha approve any plan for the dissolution or liquidation of
Alpha; or

     

    (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 Alpha's Board.

     

    Upon the
occurrence of a Change in Control as provided above, no subsequent event or
condition shall constitute a Change in Control for purposes of the Plan with the
result that there can be no more than one Change in Control
hereunder.

     

    (i)           "COBRA"
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended.

     

    (j)           "COBRA
Continuation Period" shall mean the continuation period for medical and dental
insurance to be provided under the terms of this Plan which shall commence on
the first day of the calendar month following the month in which the Date of
Termination falls.

     

    (k)           "Code"
shall mean the Internal Revenue Code of 1986, as amended.

     

    (l)           "Committee"
shall mean the Compensation Committee of the Board.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (m)           "Company"
shall mean Alpha Natural Resources Services, LLC, a Delaware limited liability
company, and its parent entities, Subsidiaries and Affiliates as may employ
Participant from time to time; provided that a Subsidiary which ceases to be,
directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with Alpha prior to a Change in Control
(other than in connection with and as an integral part of a series of
transactions resulting in a Change in Control) shall, automatically and without
any further action, cease to be (or be a part of) the Company and its Affiliates
for purposes hereof.

     

    (n)           "Covered
Change in Control Termination" shall mean, with respect to a Participant, if,
during the 90-day period immediately preceding a Change in Control, or on or
within the one-year period immediately following a Change in Control, the
occurrence of an Involuntary Termination Associated with a Change in
Control.

     

    (o)           "Covered
Termination Prior to Change in Control" shall mean, at any time prior to the
90-day period immediately preceding a Change in Control, the Participant's
involuntary (or constructive) Separation from Service with the Company: (i) by
the Company and any Affiliate for any reason other than (A) Cause, (B) the
Participant's death, or the Participant's Disability or (ii) on account of a
Good Reason termination of employment by the Participant.

     

    (p)           "Date
of Termination" shall mean the date on which a Covered Change in Control
Termination or Covered Termination Prior to a Change in Control occurs, as the
case may be.

     

    (q)           "Disability"
shall mean the Participant'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.

     

    (r)           "Effective
Date" shall mean March 22, 2006.

     

    (s)           "Good
Reason" shall mean the Participant's Separation from Service by the Participant
as a result of the occurrence, without the Participant's written consent, of one
of the following events:

     

    (i)           A
material reduction in the Participant's (A) annual Base Pay or (B) Target Bonus
opportunity (unless such reduction in (A) and/or (B) relates to an
across-the-board reduction similarly affecting Participant and all or
substantially all other executives of the Company and its
Affiliates);

     

    (ii)           A
failure to provide Participant with the opportunity to materially participate in
any material equity-based plans of the Company and its Affiliates on a similar
basis to those of other similarly situated executives of the Company and its
Affiliates;

     

    (iii)           The
Company makes or causes to be made a material adverse change in the
Participant's scope of duties or responsibilities which results in a significant
diminution in the Participant's scope of duties or responsibilities, except in
connection with (A) a reassignment to a New Job Position, or (B) a termination
of Participant's employment with the Company for Disability, Cause, death, or
temporarily as a result of Participant's incapacity or other absence for an
extended period;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)           A
relocation of the Company's principal place of business, or of Participant's own
office as assigned to Participant by the Company to a location that increases
Participant's normal work commute by more than 50 miles; or

     

    (v)           The
Company or the Board engages in any illegal activity or material violation of
governmental laws, rules or regulations in connection with the Company and/or
its Affiliates; provided, that such illegal activity or material violation has a
material adverse effect on the Company and its Affiliates, taken as a
whole, thereby
causing a material adverse change in the conditions under which Participant's
services are to be performed.

     

    In order for Participant to terminate
for Good Reason, (A) the Company must be notified by Participant in writing
within 90 days of the event constituting Good Reason, (B) the event must remain
uncorrected by the Company for 30 days following such notice (the "Notice
Period"), and (C) such termination must occur within 60 days after the
expiration of the Notice Period.

     

    (t)           "Involuntary
Termination Associated With a Change in Control" means the Participant's
Separation from Service related to a Change in Control: (i) by the Company and
any Affiliate for any reason other than (A) Cause, (B) the Participant's death,
or (C) the Participant's Disability; or (ii) on account of a Good Reason
termination of employment by the Participant.

     

    (u)           "New
Job Position" shall mean a change in the Participant's position, authority,
duties or responsibilities with the Company or any Affiliate due to the
Participant's demonstrated inadequate or unsatisfactory performance, provided
the Participant had been notified of such inadequate performance and had been
given at least 30 days to cure such inadequate performance.

     

    (v)           "Notice
of Termination" shall mean a notice given by the Company or Participant, as
applicable, which shall indicate the specific termination provision in the Plan
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Participant's employment under
the provisions so indicated.

     

    (w)           "Participant"
shall have the meaning ascribed by Article 3.

     

    (x)           "Plan"
shall mean this Alpha Natural Resources, Inc. Key Employee Separation Plan, as
it may be amended from time to time in accordance with
Article 7.

     

    (y)           "Plan
Administrator" shall have the meaning ascribed by Article 12.

     

    (z)           "Release"
shall have the meaning ascribed by Section 4.5.

     

    (aa)           "Securities
Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (bb)           "Separation
from Service" shall mean a Participant's termination of employment with the
Company and all of its controlled group members within the meaning of Section
409A of the Code.  The determination of controlled group members shall
be made pursuant to the provisions of Section 414(b) and 414(c) of the Code;
provided that the language "at least 50 percent" shall be used instead of "at
least 80 percent" in each place it appears in Section 1563(a)(1),(2) and (3) of
the Code and Treas. Reg. Sec. 1.414(c)-2; provided, further, where legitimate
business reasons exist (within the meaning of Treas. Reg. Sec. 1.409A-1(h)(3)),
the language "at least 20 percent" shall be used instead of "at least 80
percent" in each place it appears.  Whether a Participant has
Separated from Service will be determined based on all of the facts and
circumstances and in accordance with the guidance issued under Section
409A.  A Participant will be presumed to have experienced a Separation
from Service when the level of bona fide services performed permanently
decreases to a level less than twenty percent (20%) of the average level of bona
fide services performed during the immediately preceding thirty-six (36)-month
period or such other period as provided by regulation.

     

    (cc)           "Service
Period" shall mean the number of months of additional service credit (24, 18 or
12) which has been assigned to each Participant for purposes of determining the
Participant's benefit under Section 4.2(a)(v) and Section 4.3(a)(v), as the case
may be, and which Service Period may be different for each of Section 4.2(a)(v)
and Section 4.3(a)(v).

     

    (dd)           "Six
Month Payment Date" means the six (6) month anniversary of the Date of
Termination.

     

    (ee)           "Stock"
shall mean the common stock, par value $.01 per share, of Alpha.

     

    (ff)           "Subsidiary"
shall mean any Company controlled entity.

     

    (gg)           "Target
Bonus" shall mean 100% of the annual bonus which is established by the Committee
or the Board, as applicable.

     

    ARTICLE
3. PARTICIPATION

     

    3.1           Employees
of the Company or any Affiliate who are determined by the Committee, as provided
in Article 5, to be responsible for the continued growth, development and
future financial success of the Company shall be eligible to participate in the
Plan.  Any such employee selected to participate in the Plan shall be
referred to herein as "Participant".  The initial Participants and
their respective Benefit Factors and Service Periods shall be selected and
approved by the Committee.  The Company, in its discretion, may add
Participants to the Plan and assign and approve for each of them their
respective Benefit Factors and Service Periods, from time to time, and shall
periodically review and update the list of Participants.

     

    3.2           Notwithstanding
the foregoing and subject to Section 7.2, the Committee may terminate a
Participant's participation in the Plan at any time, in its sole and absolute
discretion.  Subject to Section 7.2, a termination of
Participant's employment with the Company and any Affiliate except under the
circumstances described in Section 4.2 and Section 4.3, shall automatically,
with no further act on the part of the Company or any Affiliate, terminate any
right of such Participant to participate, or receive any benefits under, this
Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
4. BENEFITS

     

    4.1           Change in Control Bonus
Payment.  During Participant's employment with the Company, in
the event of a Change in Control, Participant shall be entitled to receive a
lump sum cash payment equal to a pro rata Target Bonus for the year in which the
Change in Control occurs, which shall be based on the portion of such year that
Participant was employed by the Company and any Affiliate prior to the effective
date of the Change in Control.  Such payment, if any, shall be made
contemporaneous with the Change in Control, or as soon as administratively
feasible thereafter (but in no event later than 60 days following the effective
date of the Change in Control).

     

    4.2           If
a Covered Change in Control Termination occurs with respect to a Participant,
then such Participant shall be entitled hereunder to the following:

     

    (a)           Compensation and Benefits
Upon Covered Change in Control Termination.  Subject to
Participant's execution of the Release as provided in Section 4.5, in the
event of a Covered Change in Control Termination, the Company shall pay and
provide to the Participant:

     

    (i)           (A)
any Base Pay earned, accrued or owing to him or her through the Date of
Termination, (B) any individual bonuses or individual incentive compensation not
yet paid, but due and payable under the Company's and/or its Affiliates' plans
for years prior to the year of Participant's termination of employment, (C)
reimburse Participant for all reasonable and customary expenses incurred by
Participant in performing services for the Company prior to the Date of
Termination, and (D) payment equal to the amount of accrued, but unused,
vacation time.

    (ii)           A
lump sum cash payment equal to the applicable Benefit Factor multiplied by: (A)
Participant's Base Pay in effect as of the Date of Termination; plus (B)
Participant's Target Bonus for the year in which the Date of Termination
occurs.

     

    (iii)           A
pro rata share of any individual annual cash incentive bonuses or individual
annual cash incentive compensation, based on the target levels set for such
bonuses, under the Company's and its Affiliates' applicable plans for the year
of Participant's termination of employment based on the portion of such year
that Participant was employed by the Company and any Affiliate.

     

    (iv)           To
the extent permitted by applicable law and the Benefit Plans, the Company shall
maintain Participant's paid coverage for health insurance (through the payment
of Participant's COBRA premiums) and other dental and life insurance benefits
(through the
reimbursement of Participant's premiums upon conversion to an individual policy)
until the earlier to occur of:  (a) Participant
obtaining the age of 65, (b) the date Participant is provided by another
employer benefits substantially comparable to the benefits provided by the
Benefit Plans (which Participant must provide prompt notice with respect thereto
to the Company), or (c) the expiration of the COBRA Continuation
Period.  During the applicable period of coverage described in the
foregoing sentence, Participant shall be entitled to benefits, on substantially
the same basis as would have otherwise been provided had Participant not been
terminated and the Company will have no obligation to pay any benefits to, or
premiums on behalf of, Participant after such period ends.  To the
extent that such benefits are available under the Benefit Plans and Participant
had such coverage immediately prior to termination of employment, such
continuation of benefits for Participant shall also cover Participant's
dependents for so long as Participant is receiving such benefits under this
Section 4.2(a)(iv).  The COBRA Continuation Period for medical
and dental insurance under this Section 4.2(a)(iv) shall be deemed to run
concurrent with the continuation period federally mandated by COBRA (generally
18 months), or any other legally mandated and applicable federal, state, or
local coverage period for benefits provided to terminated employees under the
health care plan.  Participant shall be entitled to reimbursement of life
insurance premiums as provided in this Section 4.2(a)(iv) in
accordance with and subject to the following limitations and provisions: (1)
reimbursement will be available only to the extent such expense is actually
incurred for any particular calendar year and reasonably substantiated; (2)
reimbursement shall be made no later than the end of the calendar year following
the year in which such expense is incurred by Participant; (3) no reimbursement
will be provided for any expense which relates to insurance coverage after the
applicable period of coverage provided in this Section 4.2(a)(iv); and (4) any life insurance
premiums incurred prior to the six (6) month anniversary of the Date of
Termination shall not be reimbursed prior to the six (6) month anniversary of
such Date of Termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (v)           If
applicable, the Company shall pay to Participant a lump sum cash payment equal
to the difference between the present value of the Participant's accrued pension
benefits on the Date of Termination under any qualified defined benefit pension
plan sponsored by the Company or any Affiliate and (if eligible) any
supplemental pension plan sponsored by the Company or any Affiliate that is
intended to provide benefits in excess of the limitations on contributions and
benefits applicable to a qualified defined benefit pension plan (together, the
"pension plans") and the present value of the accrued pension benefits to which
the Participant would have been entitled under the pension plans if Participant
had continued participation in those plans for the applicable Service Period
after the Date of Termination.  Such amount shall be determined based
on an average of the amount contributed by, or on behalf of, Participant in the
two years prior to the Date of Termination.

     

    (vi)       
A lump sum cash payment of $15,000 in order to cover the cost of outplacement
assistance services for Participant and other expenses associated with seeking
another employment position.

     

    (vii)           All
payments to be made pursuant to this Section 4.2 shall be made, in lump sum, no
later than 60 days after the Date of Termination; provided, however, that
all payments due under Section 4.2(a)(iv) shall be
made as provided thereunder, and all payments due under Section
4.2(a)(i)(B) shall be paid no later than the time provided for under the
applicable plan or arrangement in accordance with the applicable plan or
arrangement terms.

     

    4.3           If
a Covered Termination Prior to a Change in Control occurs with respect to a
Participant, then such Participant shall be entitled hereunder to the
following:

     

    (a)           Compensation and Benefits
Upon Covered Termination Prior to a Change in Control.  Subject
to Participant's execution of the Release described in Section 4.5, in the event
of a Covered Termination Prior to a Change in Control, the Company shall pay and
provide to the Participant after his or her Date of Termination:

     

    (i)           (A)
any Base Pay earned, accrued or owing to him or her through the Date of
Termination, (B) any individual bonuses or individual incentive compensation not
yet paid, but due and payable under the Company's and/or its Affiliates' plans
for years prior to the year of Participant's termination of employment, (C)
reimburse Participant for all reasonable and customary expenses incurred by
Participant in performing services for the Company prior to the Date of
Termination, and (D) payment equal to the amount of accrued, but unused,
vacation time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)           A
lump sum cash payment equal to the applicable Benefit Factor multiplied
by:  (A) Participant's Base Pay in effect as of the Date of
Termination; plus (B) Participant's Target Bonus for the year in which the Date
of Termination occurs.

     

    (iii)           A
pro rata share of any individual annual cash incentive bonuses or individual
annual cash incentive compensation under the Company's and its Affiliates'
applicable plans for the year of Participant's termination of employment based
on the portion of such year that Participant was employed by the Company and any
Affiliate; provided, however, that the payment of individual annual cash
incentive bonuses or individual annual cash incentive compensation will continue
to be subject to the attainment of performance goals as specified in the
applicable plan.

     

    (iv)           To
the extent permitted by applicable law and the Benefit Plans, the Company shall
maintain Participant's paid coverage for health insurance (through the payment
of Participant's COBRA premiums) and other dental and life insurance benefits
(through the reimbursement of Participant's premiums upon conversion to an
individual policy) until the earlier to occur of:  (a) Participant
obtaining the age of 65, (b) the date Participant is provided by another
employer benefits substantially comparable to the benefits provided by the
Benefit Plans (which Participant must provide prompt notice with respect thereto
to the Company), or (c) the expiration of the COBRA Continuation
Period.  During the applicable period of coverage described in the
foregoing sentence, Participant shall be entitled to benefits, on substantially
the same basis as would have otherwise been provided had Participant not been
terminated and the Company will have no obligation to pay any benefits to, or
premiums on behalf of, Participant after such period ends.  To the
extent that such benefits are available under the Benefit Plans and Participant
had such coverage immediately prior to termination of employment, such
continuation of benefits for Participant shall also cover Participant's
dependents for so long as Participant is receiving such benefits under this
Section 4.3(a)(iv).  The COBRA Continuation Period for medical
and dental insurance under this Section 4.3(a)(iv) shall be deemed to run
concurrent with the continuation period federally mandated by COBRA (generally
18 months), or any other legally mandated and applicable federal, state, or
local coverage period for benefits provided to terminated employees under the
health care plan.  Participant shall be entitled to reimbursement of
life insurance premiums as provided in this Section 4.3(a)(iv) in accordance
with and subject to the following limitations and provisions: (1) reimbursement
will be available only to the extent such expense is actually incurred for any
particular calendar year and reasonably substantiated; (2) reimbursement shall
be made no later than the end of the calendar year following the year in which
such expense is incurred by Participant; (3) no reimbursement will be provided
for any expense which relates to insurance coverage after applicable period of
coverage provided in this Section 4.3(a)(iv); and (4) any life insurance
premiums incurred prior to the six (6) month anniversary of the Date of
Termination shall not be reimbursed prior to the six (6) month anniversary of
such Date of Termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (v)           If
applicable, the Company shall pay to Participant a lump sum cash payment equal
to the difference between the present value of the Participant's accrued pension
benefits on the Date of Termination under any pension plans and the present
value of the accrued pension benefits to which the Participant would have been
entitled under the pension plans if Participant had continued participation in
those plans for the applicable Service Period after the Date of
Termination.  Such amount shall be determined based on an average of
the amount contributed by, or on behalf of, Participant in the two years prior
to the Date of Termination.

     

    (vi)           A
lump sum cash payment of $15,000 in order to cover the cost of outplacement
assistance services for Participant and other expenses associated with seeking
another employment position.

     

    (vii)           All
payments to be made pursuant to this Section 4.3 shall be made, in lump sum, no
later than 60 days after the Date of Termination; provided, however, that
all payments due under Section 4.3(a)(iv) shall be made as provided thereunder,
and all payments due under Section 4.3(a)(i)(B) and Section 4.3(a)(iii) shall be
paid no later than the time provided for under the applicable plan or
arrangement in accordance with the applicable plan or arrangement
terms.

     

    4.4           Vesting of
Equity.  With respect to any equity awards or grants made by
the Company or any Affiliate after the Effective Date of this Plan and
notwithstanding any provision to the contrary in any applicable plan, program or
agreement, upon a termination of Participant's employment with the Company and
any Affiliate pursuant to Section 4.2 or Section 4.3, as the case may be,
all stock options, restricted stock and other equity rights held by Participant
will become fully vested and/or exercisable, as the case may be, on the Date of
Termination, and all stock options held by Participant shall remain exercisable
until the earlier to occur of:  (a) the expiration date of the
applicable option term or (b) the one (1) year anniversary of Participant's Date
of Termination; provided, however, that the payment of performance-based awards
will continue to be subject to the attainment of the performance goals as
specified in the applicable plan or award agreement.

     

    4.5           Release.  Notwithstanding
any other provision of the Plan to the contrary, no payment or benefit otherwise
provided for under or by virtue of Section 4.2, Section 4.3 and/or
Section 4.4 of the Plan shall be paid or otherwise made available unless
and until the Participant executes and does not revoke a general release,
non-disparagement and non-competition agreement, in a form provided by the
Company and substantially as attached as Exhibit A hereto (the
"Release").  Unless otherwise required by applicable law, the Release
must be executed by the Participant within 45 days of the Date of
Termination.  If the Company determines that the Participant has not
fully complied with any of the terms of the Release, the Company and any
Affiliate may withhold benefits described in Sections 4.2, 4.3 and/or 4.4 not
yet in pay status or discontinue the payment of such benefits and may require
the Participant, by providing written notice of such repayment obligation to the
Participant, to repay any portion or such benefits already received under the
Plan.  If the Company notifies a Participant that repayment of all or
any portion of the benefits received under the Plan is required, such amounts
shall be repaid within 30 calendar days of the date written notice is
sent.  Any remedy under this Section 4.5 shall be in addition to,
and not in place of, any other remedy, including injunctive relief, that the
Company and any Affiliate may have.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.6           WARN.  Notwithstanding
any other provision of the Plan to the contrary, to the extent permitted by the
Worker Adjustment and Retraining Notification Act ("WARN"), any benefit payable
hereunder to a Participant as a consequence of the Participant's Covered Change
in Control Termination or Covered Termination Prior to a Change in Control, as
the case may be, shall be reduced by any amounts required to be paid under
Section 2104 of WARN to such Participant in connection with such
termination.

     

    4.7           Termination of Employment on
Account of Disability, Cause or Death.  Notwithstanding
anything in this Plan to the contrary, if the Participant's employment with the
Company and any Affiliate terminates on account of Disability, Cause or because
of his or her death, the Participant shall not be considered to have terminated
employment under Section 4.2 or Section 4.3 of this Plan and shall not receive
benefits pursuant to Section 4.2, Section 4.3 and/or Section 4.4
hereof.  Notwithstanding, the Participant shall be entitled to receive
disability benefits under any disability program then maintained by the Company
or any Affiliate that covers the Participant as provided under the terms of such
disability program.

     

    ARTICLE
5. ADMINISTRATION

     

    5.1           The
Plan shall be administered by the Committee appointed by the Board.

     

    5.2           The
Committee shall have the full and absolute power, authority and sole discretion
to construe, interpret and administer the Plan, to make factual determinations,
to correct deficiencies therein, and to supply omissions, including resolving
any ambiguity or uncertainty arising under or existing in the terms and
provisions of the Plan, which determinations shall be final, conclusive, and
binding on the Company, its Affiliates, the Participant and any and all
interested parties.

     

    5.3           The
Committee may delegate any and all of its powers and responsibilities hereunder
to other persons by formal resolution filed with, and accepted by, the
Board.  Any such delegation may be rescinded at any time by written
notice from the Committee to the person to whom delegation is made.

     

    5.4           The
Committee shall have the full and absolute authority to employ and rely on such
legal counsel, actuaries and accountants (which may also be those of the Company
and its Affiliates), and other agents, designees and delegatees, as it may deem
advisable to assist in the administration of the Plan.

     

    5.5           Payments
to be made under this Plan are intended to be excepted from coverage under
Section 409A of the Code and the regulations promulgated thereunder and shall be
construed accordingly.  Notwithstanding any provision of this Plan to
the contrary, if any benefit provided under this Plan is subject to the
provisions of Section 409A of the Code and the regulations issued thereunder
(and not excepted therefrom), the provisions of the Plan shall be administered,
interpreted and construed in a manner necessary to comply with Section 409A, the
regulations issued thereunder (or disregarded to the extent such provision
cannot be so administered, interpreted, or construed).  Accordingly,
if a Participant is a "specified employee for purposes of Section 409A " (as
such term is defined in Section 409A of the Code, and determined in accordance
with the procedures established by the Company) and a payment subject to Section
409A to the Participant is due upon Separation from Service, such payment shall
be delayed for a period of six (6) months after the date the Participant
Separates from Service (or, if earlier, the death of the
Participant).  The Company  reserves the right to
accelerate, delay or modify distributions to the extent permitted under Section
409A, the regulations and other binding guidance promulgated
thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
6. PARACHUTE TAX PROVISIONS

     

    6.1           The
provisions of this Article 6 shall apply notwithstanding anything in this
Plan to the contrary.  In the event that it shall be determined that
any payment or distribution by the Company or its Affiliates to, or for the
benefit of, the Participant, whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise (a "Payment"),
would constitute an "excess parachute payment" within the meaning of Section
280G of the Code, the Company and its Affiliates will apply a limitation on the
Payment amount as specified in Section 6.2 unless it is determined that the "Net
After Tax Benefits" to the Participant would be greater if the limitations of
Section 6.2 were not imposed.  For purposes of this Article 6, "Net
After Tax Benefits" shall mean the present value of the Payments net of all
taxes imposed on the Participant with respect thereto, including but not limited
to excise taxes imposed under Section 4999 of the Code, determined by applying
the highest marginal income tax rate applicable to the Participant for such
year.

     

    6.2           The
aggregate present value of the Payments under Article 4 of this Plan ("Plan
Payments") shall be reduced (but not below zero) to the Reduced
Amount.  The "Reduced Amount" shall be an amount expressed in present
value which maximizes the aggregate present value of Plan Payments without
causing any Payment to be subject to the limitation of deduction under Section
280G of the Code.  For purposes of this Article 6, "present value"
shall be determined in accordance with Section 280G(d)(4) of the
Code.  The total reduction to Plan Payments required under this
Article 6 necessary to achieve the Reduced Amount shall be made against Plan
Payments that are exempt from Section 409A.

     

    6.3           Except
as set forth in the next sentence, all determinations to be made under this
Article 6 shall be made by the nationally recognized independent public
accounting firm used by the Company immediately prior to the Change in Control
("Accounting Firm"), which Accounting Firm shall provide its determinations and
any supporting calculations to the Company and the Participant within ten (10)
days of the Participant's Date of Termination; provided, however, that, in the
event the Accounting Firm will not or cannot make such a determination, the
Company and its Affiliates shall select Deloitte & Touche or such other
appropriate firm to make such determination.  The value of the
Participant's non-competition covenant under Section 4 of the Release shall be
determined by independent appraisal by a nationally-recognized business
valuation firm, and a portion of the Plan Payments shall, to the extent of that
appraised value, be specifically allocated as reasonable compensation for such
non-competition covenant and shall not be treated as a parachute
payment.

     

    6.4           All
of the fees and expenses of the Accounting Firm in performing the determinations
referred to in this Article 6 shall be borne solely by the Company and its
Affiliates.

     

    ARTICLE
7. AMENDMENT AND TERMINATION

     

    7.1           Subject
to Section 7.2, the Committee shall have the right in its discretion at any time
to amend the Plan in any respect or to terminate the Plan prior to a Change in
Control.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2           Notwithstanding
any other provision of the Plan to the contrary, the Plan (including, without
limitation, this Section 7.2) as applied to any particular Participant may not
be amended or terminated at any time within the 90 day period immediately prior to, on
or within one (1) year after the occurrence of a Change in Control in any manner
adverse to the interests of such Participant, without the express written
consent of such Participant, except in the event (a) of a termination of
Participant's employment with the Company and its Affiliates under the
circumstances described in Section 4.7 and/or (b) the Committee determines to
amend the Plan in order to conform the provisions of the Plan with
Section 409A of the Code, the regulations issued thereunder or an exception
thereto, regardless of whether such modification, amendment, or termination of
the Plan shall adversely affect the rights of a Participant under the
Plan

     

    ARTICLE
8. EMPLOYMENT RIGHTS

     

    Nothing
expressed or implied in this Plan will create any right or duty on the part of
the Company, any Affiliate or the Participant to have the Participant remain in
the employment of the Company or any Affiliate.

     

    ARTICLE
9. MISCELLANEOUS

     

    9.1           (a)           The
Company and its Affiliates shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company and its Affiliates
(taken as a whole) expressly to assume and agree to perform under the terms of
the Plan in the same manner and to the same extent that the Company and its
Affiliates would be required to perform it if no such succession had taken place
(provided that such a requirement to perform which arises by operation of law
shall be deemed to satisfy the requirements for such an express assumption and
agreement), and in such event the Company and its Affiliates (as constituted
prior to such succession) shall have no further obligation under or with respect
to the Plan.  Failure of the Company and its Affiliates to obtain such
assumption and agreement with respect to any particular Participant prior to the
effectiveness of any such succession shall be a breach of the terms of the Plan
with respect to such Participant and shall constitute Good Reason for purposes
of this Plan.  Effective upon a transfer or assignment of this Plan,
the term "Company" shall mean any successor to the Company's business or assets
as aforesaid which assumes and agrees (or is otherwise required) to perform the
Plan.  Nothing in this Section 9.1(a) shall be deemed to cause any
event or condition which would otherwise constitute a Change in Control not to
constitute a Change in Control.

     

    (b)           To
the maximum extent permitted by law, the right of any Participant or other
person to any amount under the Plan may not be subject to voluntary or
involuntary anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors of the Participant or such
other person.

     

    (c)           The
terms of the Plan shall inure to the benefit of and be enforceable by the
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees of each Participant.  If a
Participant shall die while an amount would still be payable to the Participant
hereunder if they had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of the Plan to the
Participant's devisee, legatee or other designee or, if there is no such
designee, their estate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.2           Except
as expressly provided in Section 4.2 and Section 4.3, Participants shall not be
required to mitigate damages or the amount of any payment or benefit provided
for under the Plan by seeking other employment or otherwise, nor will any
payments or benefits hereunder be subject to offset in the event a Participant
does mitigate.

     

    9.3           Notwithstanding
any provision of this Plan to the contrary, the Company shall not be liable for,
and nothing provided or contained in this Plan will be construed to obligate or
cause the Company to be liable for, any tax, interest or penalties imposed on a
Participant related to or arising with respect to any violation of Section
409A.

     

    9.4           All
notices under the Plan shall be in writing, and if to the Company or the
Committee, shall be delivered to the General Counsel of Alpha, or mailed to
Alpha's principal office, addressed to the attention of the General Counsel of
Alpha; and if to a Participant (or the estate or beneficiary thereof), shall be
delivered personally or mailed to the Participant at the address appearing in
the records of the Company and its Affiliates.

     

    9.5           Unless
otherwise determined by the Company in an applicable plan or arrangement, no
amounts payable hereunder upon a Covered Termination Prior to a Change in
Control or a Covered Change in Control Termination, as the case may be, shall be
deemed salary or compensation for the purpose of computing benefits under any
employee benefit plan or other arrangement of the Company and/or any Affiliate
for the benefit of employees unless the Company shall determine
otherwise.

     

    9.6           Participation
in the Plan shall not limit any right of a Participant to receive any payments
or benefits under any employee benefit or executive compensation plan of the
Company and/or its Affiliates; provided that in no event shall any Participant
be entitled to any payment or benefit under the Plan which duplicates a payment
or benefit received or receivable by the Participant under any severance or
similar plan, agreement or policy of the Company and/or its
Affiliates.  The total reduction to Plan payments or benefits as
required by this Section 9.6 shall be made against payments and/or benefits
under the Plan that are exempt from Section 409A.

     

    9.7           Any
payments hereunder shall be made out of the general assets of the
Company.  Each Participant shall have the status of general unsecured
creditors of the Company, and the Plan constitutes a mere promise by the Company
to make payments under the Plan in the future as and to the extent provided
herein.

     

    9.8           The
Company shall be entitled to withhold from any payments or deemed payments any
amount of tax withholding required by law.

     

    9.9           The
invalidity or unenforceability of any provision of the Plan shall not affect the
validity or enforceability of any other provision of the Plan which shall remain
in full force and effect.

     

    9.10           The
use of captions in the Plan is for convenience.  The captions are not
intended to and do not provide substantive rights.

     

    9.11           Except as otherwise preempted by the
laws of the United States, the Plan shall be construed, administered and
enforced according to the laws of the Commonwealth of Virginia, without regard
to principles of conflicts of law, and any action relating to this Plan
must be brought in state and federal courts located in the Commonwealth of
Virginia.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
10. CLAIMS PROCEDURE

     

    If a
Participant believes that he or she is eligible for benefits and has not been so
notified, such Participant should submit a written request for benefits to the
Plan Administrator.  Such Participant must take such action no later
than 60 days after Separation from Service.

     

    If Participant Claim is
Denied

     

    If all or
part of a Participant's claim for benefits is denied, such Participant will
receive written notice of the denial from the Plan Administrator within 60 days
after such Participant has applied for a benefit.  This notice will
include:

     

    
      
        	
                 
      

              	
                *

              	
                the
      specific reason(s) for the denial;

              


      

       

    

    
      	
               
      

            	
              *

            	
              specific
      reference to the specific Plan provisions on which the denial is
      based;

            


    

     

    
      	
               
      

            	
              *

            	
              a
      description of any additional material or information which must be
      submitted to perfect the claim, and an explanation of why such material or
      information is necessary; and

            


    

     

    
      	
               
      

            	
              *

            	
              an
      explanation of the Plan's review
procedure.

            


    

     

    If a
Participant disagrees with the decision, such Participant may file a written
notice to have such Participant's claim reviewed by the Plan
Administrator.  The Participant must file the  notice for
review within 60 days after the denial was given or mailed to such
Participant.  The Participant should file one copy of the notice with
the Plan Administrator.  In connection with the review of
Participant's claim, Participant (or such Participant's authorized
representative) will be given the opportunity to review all documentation
pertaining to the decision, and to submit issues and comments in
writing.

     

    Participant's
claim will be reconsidered and Participant will receive written notice of the
decision within 60 days after receiving such Participant's application for
review.  If special circumstances require an extension, Participant
will receive written notice to that effect; in this case, Participant will be
informed of the final decision within 120 days.  This decision will be
in writing and will include the reason for the decision, with specific reference
to pertinent Plan provisions.  All interpretations, determinations and
decisions of the Plan Administrator will be final and binding.

     

    If a
Participant's claim for benefits is denied in whole or in part, such Participant
may file suit in a state or federal court. Notwithstanding,
before such Participant may file suit in a state or federal court, Participant
must exhaust the
Plan's administrative claims procedure.  If
any such judicial or administrative proceeding is undertaken, the evidence
presented will be strictly limited to the evidence timely presented to the Plan
Administrator.  In addition, any such judicial or administrative
proceeding must be filed within six (6) months after the Plan Administrator's
final decision.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
11. STATEMENT OF ERISA RIGHTS

     

    As a
Participant in the Plan, each Participant is entitled to certain rights and
protections under ERISA.  ERISA provides that all Participants shall
be entitled to:

     

    Receive Information About
the Plan and Benefits

     

    Examine,
without charge, at the Plan Administrator's office, all documents governing the
Plan.

     

    Obtain,
upon written request to the Plan Administrator, copies of documents governing
the operation of the Plan and an updated summary plan
description.  The Plan Administrator may make a reasonable charge for
the copies.

     

    Prudent Actions by Plan
Fiduciaries

     

    In
addition to creating rights for Participants, ERISA imposes duties upon the
people who are responsible for the operation of the employee benefit
plan.  The people who operate the  Plan, called
“fiduciaries” of the Plan, have a duty to do so prudently and in the interest
of  Participants and beneficiaries.  No one, including a
Participant's employer or any other person, may fire such Participant or
otherwise discriminate against a Participant in any way to prevent such
Participant from obtaining a welfare benefit or exercising such Participant's
rights under ERISA.  However, this rule neither guarantees continued
employment, nor affects the Company's right to terminate a Participant's
employment for other reasons.

     

    Enforce Participant
Rights

     

    If a
Participant's claim for a benefit is denied or ignored, in whole or in part, a
Participant has a right to know why this was done, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all within
certain time schedules.

     

    Under
ERISA, there are steps a Participant can take to enforce the above
rights.  For instance, if a Participant requests a copy of Plan
documents and does not receive them within 30 days, such Participant may file
suit in a Federal court.  In such a case, the court may require the
Plan Administrator to provide the materials and pay such Participant up to $110
a day until Participant receives the materials, unless the materials were not
sent because of reasons beyond the control of the Plan
Administrator.  If a Participant has a claim for benefits which is
denied or ignored, in whole or in part, such Participant may file suit in a
state or Federal court.  If a Participant is discriminated against for
asserting such Participant's rights, such Participant may seek assistance from
the U.S. Department of Labor, or may file suit in a Federal
court.  The court will decide who should pay court costs and legal
fees.  If a Participant is successful the court may order the person
such Participant has sued to pay these costs and fees.  If a
Participant loses, the court may order such Participant to pay these costs and
fees, for example, if it finds such Participant's claim is
frivolous.

     

    Assistance with Participant
Question

     

    If a
Participant has any questions about the Plan, such Participant should contact
the Plan Administrator.  If a Participant has any questions about this
statement or about such Participant's  rights under ERISA, or if a
Participant needs assistance in obtaining documents from the Plan Administrator,
such Participant should contact the nearest office of the Employee Benefits
Security Administration, U.S. Department of Labor, listed in such Participant's
telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210.  A Participant may
also obtain certain publications about such Participant's rights and
responsibilities under ERISA by calling the publications hotline of the Employee
Benefits Security Administration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
12. SUMMARY INFORMATION

     

    Name of
Plan:  The name of the
plan under which benefits are provided is the Alpha Natural Resources, Inc. Key
Employee Separation Plan.

     

    Plan
Sponsor:  The Sponsor of
the Plan is:

     

    Alpha
Natural Resources, Inc.

     

    One Alpha
Place

     

    P. O. Box
2345

     

    Abingdon,
Virginia  24212

     

    Plan
Administrator:  The Plan
Administrator of the Plan is:

     

    The
Compensation Committee of the Board of Directors

     

      of
Alpha Natural Resources, Inc.

     

    One Alpha
Place

     

    P. O. Box
2345

     

    Abingdon,
Virginia  24212

     

    Employer
Identification Number and Plan Number:  The Employer
Identification Number (EIN) assigned to the Plan Sponsor by the Internal Revenue
Service is 02-0733940.

     

    Type of
Plan:  Severance Pay
Employee Welfare Benefit Plan.

     

    Type of
Administration:  The Plan is
self-administered.

     

    Funding:  Benefits payable
under the Plan are provided from the general assets of the Company.

     

    Agent for
Service of Legal Process:  For disputes
arising under the Plan, service of legal process may be made upon the General
Counsel of Plan Sponsor.

     

    Plan
Year:  The Plan's fiscal
records are kept on a calendar year basis (January 1 to
December 31).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

     

    GENERAL RELEASE,
NON-DISPARAGEMENT AND NON-COMPETITION AGREEMENT

     

    THIS
GENERAL RELEASE, NON-DISPARAGEMENT AND NON-COMPETITION AGREEMENT (the
"Agreement") is made as of this _____ day of ___________, _____, by and between
________________________________ (the "Company") and ___________________
("Employee").

     

    WHEREAS,
the Employee formerly was employed by the Company;

     

    WHEREAS,
Employee was designated by the Compensation Committee of the Board of Directors
(the "Board") of Alpha Natural Resources, Inc. to receive certain severance
benefits in the event of a termination of Employee's employment under the
circumstances set forth in the Key Employee Separation Plan (the "Plan")
and;

     

    WHEREAS,
an express condition of the Employee's entitlement to the payments and benefits
under the Plan is the execution without revocation of this Agreement;
and

     

    WHEREAS,
the Employee and the Company mutually desire to effectuate a full and final
general release of all claims and rights the Employee may have against the
Company to the fullest extent permitted by law, excepting only those rights and
claims that cannot, as a matter of law, be released with this Agreement;
and

     

    WHEREAS,
the Employee and the Company mutually desire to terminate the Employee's
employment effective _____________ ____, ____ ("Date of Termination");
and

     

    WHEREAS,
the Company advises the Employee to consult with an attorney before signing this
Agreement.

     

    NOW,
THEREFORE, IT IS HEREBY AGREED by and between the Employee and the Company as
follows:

     

    1.           (a)           The
Employee, for and in consideration of the commitments of the Company as set
forth in paragraph 7 of this Agreement and the Plan, and intending to be legally
bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its
affiliates, predecessors, subsidiaries and parents, and their present or former
officers, directors, managers, stockholders, employees, members and agents, and
its and their respective successors, assigns, heirs, executors, and
administrators and the current and former trustees or administrators of any
pension or other benefit plan applicable to the employees or former employees of
the Company (collectively, "Releasees") from all causes of action, suits, debts,
claims and demands whatsoever in law or in equity, which the Employee ever had,
now has, or hereafter may have, whether known or unknown, or which the
Employee's heirs, executors, or administrators may have, by reason of any
matter, cause or thing whatsoever, from any time prior to the date of this
Agreement, and particularly, but without limitation of the foregoing general
terms, any claims arising from or relating in any way to the Employee's
employment relationship with the Company, the terms and conditions of that
employment relationship, and the termination of that employment relationship,
including, but not limited to, any claims arising under the Age Discrimination
in Employment Act, the Older Workers Benefit Protection Act, Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee
Retirement Income Security Act of 1974, and any other claims under any federal,
state or local common law, statutory, or regulatory provision, now or hereafter
recognized, and any claims for attorneys' fees and costs.  This
Agreement is effective without regard to the legal nature of the claims raised
and without regard to whether any such claims are based upon tort, equity,
implied or express contract or discrimination of any sort.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           To
the fullest extent permitted by law, and subject to the provisions of
paragraph 12 and paragraph 14 below, the Employee represents and affirms
that the Employee has not filed or caused to be filed on the Employee's behalf
any charge, complaint or claim for relief against the Company or any Releasee
and, to the best of the Employee's knowledge and belief, no outstanding charges,
complaints or claims for relief have been filed or asserted against the Company
or any Releasee on the Employee's behalf; and the Employee has not reported any
improper, unethical or illegal conduct or activities to any supervisor, manager,
department head, human resources representative, agent or other representative
of the Company or any Releasee, to any member of the Company's or any Releasee's
legal or compliance departments, or to the ethics hotline, and has no knowledge
of any such improper, unethical or illegal conduct or activities.  In
the event that there is outstanding any such charge, complaint or claim for
relief, Employee agrees to seek its immediate withdrawal and dismissal with
prejudice.  In the event that for any reason said charge, complaint or
claim for relief cannot be immediately withdrawn with prejudice, Employee shall
execute such other papers or documents as the Company's counsel determines may
be necessary from time to time to have said charge, complaint or claim for
relief dismissed with prejudice at the earliest appropriate
time.  Nothing herein shall prevent Employee from testifying in any
cause of action when required to do so by process of law.  Employee
shall promptly inform the Company if called upon to testify on matters relating
to the Company.

     

    (c)           Employee
does not waive any right to file a charge with the Equal Employment Opportunity
Commission ("EEOC") or participate in an investigation or proceeding conducted
by the EEOC, but explicitly waives any right to file a personal lawsuit or
receive monetary damages that the EEOC might recover if said charge results in
an EEOC lawsuit against the Company or Releasees.

     

    (d)           Employee
does not waive the right to challenge the validity of this Agreement as a
release of claims arising under the federal Age Discrimination in Employment
Act.

     

    (e)           Employee
does not waive rights or claims that may arise after the date this Agreement is
executed.

     

    2.           In
consideration of the Company's agreements as set forth in paragraph 7 herein,
the Employee agrees to comply with the limitations set forth in paragraphs 3 and
4 of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Ownership and Protection of
Intellectual Property and Confidential Information.

     

    (a)           All
information, ideas, concepts, improvements, innovations, developments, methods,
processes, designs, analyses, drawings, reports, discoveries, and inventions,
whether patentable or not or reduced to practice, which are conceived, made,
developed or acquired by Employee, individually or in conjunction with others,
during Employee's employment by the Company or any of its affiliates, both
before and after the date hereof (whether during business hours or otherwise and
whether on the Company's premises or otherwise) which relate to the business,
products or services of the Company or its affiliates (including, without
limitation, all such information relating to corporate opportunities, research,
financial and sales data, pricing and trading terms, evaluations, opinions,
interpretations, acquisition prospects, the identity of customers or their
requirements, the identity of key contacts within the customer's organizations
or within the organization of acquisition prospects, or marketing and
merchandising techniques, prospective names, marks, and any copyrightable work,
trade mark, trade secret or other intellectual property rights (whether or not
composing confidential information, and all writings or materials of any type
embodying any of such items (collectively, "Work Product"), shall be the sole
and exclusive property of the Company or a Company affiliate, as the case may
be, and shall be treated as "work for hire."  It is recognized that
Employee is an experienced executive in the business of the Company and its
affiliates and through several decades of prior work in the industry acquired
and retains knowledge, contacts, and information which are not bound by this
Section 3.

     

    (b)           Employee
shall promptly and fully disclose all Work Product to the Company and shall
cooperate and perform all actions reasonably requested by the Company (whether
during or after the term of employment) to establish, confirm and protect the
Company's and/or its affiliates' right, title and interest in such Work
Product.  Without limiting the generality of the foregoing, Employee
agrees to assist the Company, at the Company's expense, to secure the Company's
and its affiliates' rights in the Work Product in any and all countries,
including the execution by Employee of all applications and all other
instruments and documents which the Company and/or its affiliates shall deem
necessary in order to apply for and obtain rights in such Work Product and in
order to assign and convey to the Company and/or its affiliates the sole and
exclusive right, title and interest in and to such Work Product.  If
the Company is unable because of Employee's mental or physical incapacity or for
any other reason (including Employee's refusal to do so after request therefor
is made by the Company) to secure Employee's signature to apply for or to pursue
any application for any United States or foreign patents or copyright
registrations covering Work Product belonging to or assigned to the Company
and/or its affiliates pursuant to Section 3(a) above, then Employee by this
Agreement irrevocably designates and appoints the Company and its duly
authorized officers and agents as Employee's agent and attorney-in-fact to act
for and in Employee's behalf and stead to execute and file any such applications
and to do all other lawfully permitted acts to further the prosecution and
issuance of patents or copyright registrations thereon with the same legal force
and effect as if executed by Employee.  Employee agrees not to apply
for or pursue any application for any United States or foreign patents or
copyright registrations covering any Work Product other than pursuant to this
paragraph in circumstances where such patents or copyright registrations are or
have been or are required to be assigned to the Company or any of its
affiliates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           Employee
acknowledges that the businesses of the Company and its affiliates are highly
competitive and that their strategies, methods, books, records, and documents,
their 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 their 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 and/or its affiliates use in their business to obtain a
competitive advantage over their competitors.  Employee further
acknowledges that protection of such confidential business information and trade
secrets against unauthorized disclosure and use is of critical importance to the
Company and its affiliates in maintaining their competitive
position.  Employee acknowledges that by reason of Employee's duties
to, and association with, the Company and its affiliates, Employee 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 and its
affiliates.  Employee hereby agrees that Employee will not, at any
time during or after his or her employment by the Company, make any unauthorized
disclosure of any confidential business information or trade secrets of the
Company or its affiliates, or make any use thereof, except in the carrying out
of his employment responsibilities hereunder.  Employee 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 Employee's legal rights and
obligations as an employee or under this Agreement are at issue; provided,
however, that Employee shall, to the extent practicable and lawful in any such
events, give prior notice to the Company of his or her intent to disclose any
such confidential business information in such context so as to allow the
Company or its affiliates an opportunity (which Employee 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 and its affiliates would not be considered confidential to the Company
and its affiliates.

     

    (d)           All
written materials, records, and other documents made by, or coming into the
possession of, Employee during the period of Employee's employment by the
Company which contain or disclose confidential business information or trade
secrets of the Company or its affiliates, or which relate to Employee's Work
Product described in paragraph 3(a) above, shall be and remain the property of
the Company, or its affiliates, as the case may be.  Upon termination
of Employee's employment, for any reason, Employee promptly shall deliver the
same, and all copies thereof, to the Company.

     

    4.           Covenant Not To
Compete.

     

    In the
event of the Employee's Covered Change in Control Termination (as defined in the
Plan) or Covered Termination Prior to a Change in Control (as defined in the
plan), as the case may be, the Company's obligations to provide the payments and
benefits set forth in Sections 4.2 or 4.3, as the case may be, of the Plan shall
be expressly conditioned upon the Employee's covenants of confidentiality, not
to compete and not to solicit as provided herein.  In the event the
Employee breaches his obligations to the Company as provided herein, the
Company's obligations to provide the payments and benefits set forth in Sections
4.2 or 4.3, as the case may be, of the Plan shall cease without prejudice to any
other remedies that may be available to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)           If
the Employee is receiving payment and benefits under Sections 4.2 or 4.3 of the
Plan, Employee agrees that, for a period of one year following Employee's Date
of Termination (the "Non-Compete Period"), he or she will not, in association
with or as an officer, principal, manager, member, advisor, agent, partner,
director, material stockholder, employee or consultant of any corporation (or
sub-unit, in the case of a diversified business) or other enterprise, entity or
association, work on the acquisition or development of, or engage in any line of
business, property or project which is, directly or indirectly, competitive with
any business that the Company or any of its affiliates engages in or is planning
to engage in during the term of Employee's employment with the Company or any
affiliate of the Company, including but not limited to, the mining, processing,
transportation, distribution, trading and sale of synfuel, coal and coal
byproducts (the "Business").  Such restriction shall cover Employee's
activities anywhere in the contiguous United States.

     

    (b)           If
the Employee is receiving payments and benefits under Sections 4.2 or 4.3 of the
Plan, during the Non-Compete Period, Employee will not solicit or induce any
person who is or was employed by any of the Company or its affiliates at any
time during such term or period (i) to interfere with the activities or
businesses of the Company or any of its affiliates or (ii) to discontinue his or
her employment with the Company or any of its affiliates.

     

    (c)           If
the Employee is receiving payments and benefits under Section 4.2 or Section
4.3, as the case may be, of the Plan, during the Non-Compete Period, Employee
will not, directly or indirectly, influence or attempt to influence any
customers, distributors or suppliers of the Company or any of its affiliates to
divert their business to any competitor of the Company or any of its affiliates
or in any way interfere with the relationship between any such customer,
distributor or supplier and the Company and/or any of its affiliates (including,
without limitation, making any negative statements or communications about the
Company and its affiliates).  During such Non-Compete Period, Employee
will not, directly or indirectly, acquire or attempt to acquire any business in
the contiguous United States to which the Company or any of its affiliates,
prior to the Employee's Date of Termination, has made an acquisition proposal
relating to the possible acquisition of such business by the Company or any of
its affiliates, or has planned, discussed or contemplated making such an
acquisition proposal (such business, an "Acquisition Target"), or take any
action to induce or attempt to induce any Acquisition Target to consummate any
acquisition, investment or other similar transaction with any person other than
the Company or any of its affiliates.

     

    (d)           Employee
understands that the provisions of paragraphs 4(a), 4(b) and 4(c) hereof may
limit his ability to earn a livelihood in a business in which he or she is
involved, but as a member of the management group of the Company and its
affiliates he or she nevertheless agrees and hereby acknowledges
that:  (i) such provisions do not impose a greater restraint than is
necessary to protect the goodwill or other business interests of the Company and
any its affiliates; (ii) such provisions contain reasonable limitations as to
time, scope of activity, and geographical area to be restrained; and (iii) the
consideration provided hereunder, including without limitation, any amounts or
benefits provided under Section 4.2 and Section 4.3, as the case may be, of the
Plan, is sufficient to compensate Employee for the restrictions contained in
paragraphs 4(a), 4(b) and 4(c) hereof.  In consideration of the
foregoing and in light of Employee's education, skills and abilities, Employee
agrees that he will not assert that, and it should not be considered that, any
provisions of paragraphs 4(a), 4(b) and 4(c) otherwise are void, voidable or
unenforceable or should be voided or held unenforceable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           If,
at the time of enforcement of paragraphs 3 or 4 of this Agreement, a court shall
hold that the duration, scope, or area restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and that
the court shall be allowed and directed to revise the restrictions contained
herein to cover the maximum period, scope and area permitted by
law.  Employee acknowledges that he or she is a member of the
Company's and its affiliates' management group with access to the Company's and
its affiliates' confidential business information and his services are unique to
the Company and its affiliates.  Employee therefore agrees that the
remedy at law for any breach by him of any of the covenants and agreements set
forth in paragraphs 3 and 4 will be inadequate and that in the event of any such
breach, the Company and its affiliates may, in addition to the other remedies
which may be available to them at law, apply to any court of competent
jurisdiction to obtain specific performance and/or injunctive relief prohibiting
Employee (together with all those persons associated with him or her) from the
breach of such covenants and agreements and to enforce, or prevent any
violations of, the provisions of this Agreement.  In addition, in the
event of a breach or violation by Employee of this paragraph 4, the Non-Compete
Period set forth in this paragraph shall be tolled until such breach or
violation has been cured.

     

    (f)           Each
of the covenants of paragraphs 3 and 4 are given by Employee as part of the
consideration for the benefits to be received by Employee under the Plan and as
an inducement to the Company to grant such benefits under the Plan and accept
the obligations thereunder.

     

    (g)           Provisions
of paragraph 4 shall not be binding on Employee if the Company fails to perform
any material obligation under the Plan, including, without limitation, the
failure of the Company to make timely payments of monies due to Employee under
Section 4.2 or Section 4.3, as the case may be, of the Plan; provided, that
(i) Employee has notified the Company in writing within 30 days of the date of
the failure of the Company to perform such material obligation and (ii) such
failure remains uncorrected and/or uncontested by the Company for 15 days
following the date of such notice.

     

    5.           The
Employee further agrees and recognizes that the Employee has permanently and
irrevocably severed the Employee's employment relationship with the Company,
that the Employee shall not seek employment with the Company or any affiliated
entity at any time in the future, and that the Company has no obligation to
employ him or her in the future.  Employee agrees that if he submits
an application for employment with the Company or any affiliated entity, such
application may be summarily rejected without consideration and without notice
to Employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           The
Employee further agrees that the Employee will not disparage or subvert the
Company or any Releasee, or make any statement reflecting negatively on the
Company, its affiliated corporations or entities, or any of their officers,
directors, managers, members, employees, agents or representatives, including,
but not limited to, any matters relating to the operation or management of the
Company or any Releasee, the Employee's employment and the termination of the
Employee's employment, irrespective of the truthfulness or falsity of such
statement.

     

    7.           In
consideration for the Employee's promises, as set forth herein, the Company
agrees to pay or provide to or for the Employee the payments and benefits
described in the Plan, the provisions of which are incorporated herein by
reference.  Except as set forth in this Agreement, it is expressly
agreed and understood that Releasees do not have, and will not have, any
obligations to provide the Employee at any time in the future with any payments,
benefits or considerations other than those recited in this paragraph, or those
required by law, other than under the terms of any benefit plans which provide
benefits or payments to former employees according to their terms.

     

    8.           The
Employee understands and agrees that the payments, benefits and agreements
provided in this Agreement are being provided to him or her in consideration for
the Employee's acceptance and execution of, and in reliance upon the Employee's
representations in, this Agreement.  The Employee acknowledges that if
the Employee had not executed this Agreement containing a release of all claims
against the Releasees, including, without limitation, the covenants relating to
confidentiality, non-competition and non-disparagement, the Employee would not
have been entitled to the payments and benefits set forth in the
Plan.

     

    9.           The
Employee acknowledges and agrees that this Agreement and the Plan supersede any
other agreement the Employee has with the Company or any Releasee as to the
subjects set forth in this Agreement.  To the extent Employee has
entered into any other enforceable written agreement with the Company or any
Releasee that contains provisions that are outside the scope of this Agreement
and the Plan and are not in direct conflict with the provisions in this
Agreement or the Plan, the terms in this Agreement and the Plan shall not
supercede, but shall be in addition to, any other such
agreement.  Except as set forth expressly herein, no promises or
representations have been made to Employee in connection with the termination of
the Employee's employment agreement, if any, or offer letter, if any, with the
Company, or the terms of this Agreement or the Plan.

     

    10           The
Employee agrees not to disclose the terms of this Agreement or the Plan to
anyone, except the Employee's spouse, attorney and, as necessary, tax/financial
advisor.  It is expressly understood that any violation of the
confidentiality obligation imposed hereunder constitutes a material breach of
this Agreement.

     

    11.           The
Employee represents that the Employee does not, without the Company's prior
written consent, presently have in the Employee's possession any records and
business documents, whether on computer or hard copy, and other materials
(including but not limited to computer disks and tapes, computer programs and
software, office keys, correspondence, files, customer lists, technical
information, customer information, pricing information, business strategies and
plans, sales records and all copies thereof) (collectively, the "Corporate
Records") provided by the Company and/or its predecessors, subsidiaries or
affiliates or obtained as a result of the Employee's prior employment with the
Company and/or its predecessors, subsidiaries or affiliates, or created by the
Employee while employed by or rendering services to the Company and/or its
predecessors, subsidiaries or affiliates.  The Employee acknowledges
that all such Corporate Records are the property of the Company.  In
addition, the Employee shall promptly return in good condition any and all
Company owned equipment or property, including, but not limited to, automobiles,
personal data assistants, facsimile machines, copy machines, pagers, credit
cards, cellular telephone equipment, business cards, laptops, computers, and any
other items requested by the Company.  As of the Date of Termination,
the Company will make arrangements to remove, terminate or transfer any and all
business communication lines including network access, cellular phone, fax line
and other business numbers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.           Nothing
in this Agreement shall prohibit or restrict the Employee
from:  (i) making any disclosure of information required by law;
(ii) providing information to, or testifying or otherwise assisting in any
investigation or proceeding brought by, any federal regulatory or law
enforcement agency or legislative body, any self-regulatory organization, or the
Company's designated legal, compliance or human resources officers; or
(iii) filing, testifying, participating in or otherwise assisting in a
proceeding relating to an alleged violation of any federal, state or municipal
law relating to fraud, or any rule or regulation of the Securities and Exchange
Commission or any self-regulatory organization.

     

    13.           The
parties agree and acknowledge that the agreement by the Company described
herein, and the settlement and termination of any asserted or unasserted claims
against the Releasees, are not and shall not be construed to be an admission of
any violation of any federal, state or local statute or regulation, or of any
duty owed by any of the Releasees to the Employee.

     

    14.           The
Employee agrees and recognizes that should the Employee breach any of the
obligations or covenants set forth in this Agreement, the Company will have no
further obligation to provide the Employee with the consideration set forth
herein, and will have the right to seek repayment of all consideration paid up
to the time of any such breach.  Further, the Employee acknowledges in
the event of a breach of this Agreement, Releasees may seek any and all
appropriate relief for any such breach, including equitable relief and/or money
damages, attorneys' fees and costs.  Notwithstanding the foregoing, in
the event the Company fails to perform any material obligation under the Plan,
including, without limitation, the failure of the Company to make timely
payments of monies due to Employee under Section 4.2 or Section 4.3, as the case
may be, of the Plan, this Release shall be null and void and Employee shall have
the right to pursue any and all appropriate relief for any such failure,
including monetary damages, attorneys' fees and costs; provided, that (i)
Employee has notified the Company in writing within 30 days of the date of the
failure of the Company to perform such material obligation and (ii) such failure
remains uncorrected and/or uncontested by the Company for 15 days following the
date of such notice.

     

    15.           The
Employee further agrees that the Company shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages, as
well as to an equitable accounting of all earnings, profits and other benefits
arising from any violations of this Agreement, which rights shall be cumulative
and in addition to any other rights or remedies to which the Company may be
entitled.

     

    16.           This
Agreement and the obligations of the parties hereunder shall be construed,
interpreted and enforced in accordance with the laws of the Commonwealth of
Virginia.

     

    17.           The
parties agree that this Agreement shall be deemed to have been made and entered
into in Abingdon, Virginia.  Jurisdiction and venue in any proceeding
by the Company or Employee to enforce their rights hereunder is specifically
limited to any court geographically located in Virginia.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18.           The
Employee certifies and acknowledges as follows:

     

    (a)           That
the Employee has read the terms of this Agreement, and that the Employee
understands its terms and effects, including the fact that the Employee has
agreed to RELEASE AND FOREVER DISCHARGE the Releasees from any legal action
arising out of the Employee's employment relationship with the Company and the
termination of that employment relationship; and

     

    (b)           That
the Employee has signed this Agreement voluntarily and knowingly in exchange for
the consideration described herein, which the Employee acknowledges is adequate
and satisfactory to him and which the Employee acknowledges is in addition to
any other benefits to which the Employee is otherwise entitled; and

     

    (c)           That
the Company advises the Employee (in writing) to consult with an attorney before
signing this Agreement; and

     

    (d)           That
the Employee does not waive rights or claims that may arise after the date this
Agreement is executed; and

     

    (e)           That
the Company has provided Employee with a period of forty-five (45) days within
which to consider this Agreement, and that the Employee has signed on the date
indicated below after concluding that this General Release, Non-Disparagement
and Non-Competition Agreement is satisfactory to Employee; and

     

    (f)           The
Employee acknowledges that this Agreement may be revoked by him within seven (7)
days after execution, and it shall not become effective until the expiration of
such seven (7) day revocation period.  In the event of a timely
revocation by the Employee, this Agreement will be deemed null and void and the
Company will have no obligations hereunder.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Intending
to be legally bound hereby, the Employee and the Company executed the foregoing
General Release, Non-Disparagement and Non-Competition Agreement this ______ day
of ______________, _____.

     

     

    Witness:_____________________________         

    _________________________________                                                       

    EMPLOYEE

     

    


     

    [COMPANY]

     

     

    By:       
___________________________                                   Witness:_____________________________                                                                

    Name:   ___________________________                                                             

     

    Title:     ___________________________