Exhibit 10.8


 


RHINO
RESOURCES, INC.

LONG-TERM INCENTIVE PLAN


 


Restricted
Stock Agreement


 


	
  Grantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date
  of Grant:

  	
   

  	
              ,
  2008

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares of Restricted Stock Granted:

  	
   

  	
   

  



 


1.               Restricted Stock Grant.  I am pleased to
inform you that you have been granted the above number of shares of Restricted Stock
of Rhino Resources, Inc. (the “Company”) under the Rhino Resources, Inc.
Long-Term Incentive Plan (the “Plan”). 
The terms of the grant are subject to the terms of the Plan and this
Agreement.


 


2.               Vesting. 
Subject to the further provisions of this Agreement, the shares of Restricted Stock subject to this grant will vest
as follows:  331/3 % on each anniversary of the Date of Grant.  Notwithstanding the foregoing vesting
schedule, upon the occurrence of any of the following events, the shares of Restricted
Stock then outstanding, if any, shall become vested or forfeited, as the case
may be, as provided below:


 


(a)                                  Death or Disability.  If you cease to be
an employee of the Company and its Affiliates as a result of your death or a
disability that entitles you to disability benefits under the Company’s
long-term disability plan (“Disability”), any shares of Restricted Stock then
outstanding automatically shall become 100% vested upon your termination of
employment.


 


(b)                                 By the Company other than for Cause.  If your employment
is involuntarily terminated by the Company other than for Cause (as defined in
that Employment Agreement between Rhino Energy LLC and you, dated           (“Employment
Agreement”)), any shares of Restricted Stock then outstanding automatically
shall become 100% vested upon your termination of employment.


 


(c)                                  By you for Good Reason.  If you terminate your employment with the
Company and its Affiliates due to a Good Reason (as defined in the Employment
Agreement), any shares of Restricted Stock then outstanding automatically shall
become 100% vested upon your termination of employment.


 


(d)                                 Other Terminations.  If you cease to be
an employee of the Company and its Affiliates for any reason other than as
provided in paragraphs (a), (b) and (c) above, all shares of
Restricted Stock then outstanding, if any, automatically shall be forfeited
without payment upon your termination of employment.


 


(e)                                  Change in Control.  Upon the occurrence
of a Change in Control, all shares of Restricted Stock then outstanding, if
any, automatically shall become 100% vested on such date.


 

















 


For
purposes of this Agreement, “employee” and “employment with the Company” shall
include being an Employee, Director or a Consultant (as defined in the Plan).


 


3.               Dividends.  With respect to
each share of Restricted Stock that becomes vested, on or as soon as practical
following its vesting date the Company shall pay you (i) an amount of cash
equal to the value of all cash dividends the Company has paid with respect to the
share of Restricted Stock during the period beginning on its Date of Grant and
ending on the date the share of Restricted Stock became vested (the “Dividend
Period”) and (ii) a number of Shares equal to the number of stock
dividends paid during the Dividend Period with respect to such share, if
applicable.  Dividends (cash or stock)
shall not be payable to you with respect to any share of Restricted Stock that
is forfeited.


 


4.               Nontransferability
of Award.  The shares of Restricted Stock may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution or pursuant to a qualified domestic relations order.  The terms of the Plan and this Agreement
shall be binding upon your executors, administrators, heirs, successors and
assigns.


 


5.               Entire
Agreement; Governing Law.  The Plan is incorporated herein by
reference.  The Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and, except as expressly provided in this Agreement, supersede in
their entirety all prior undertakings and agreements between you and the
Company with respect to the same.  This
Agreement is governed by the internal substantive laws, but not the choice of
law rules, of the State of Delaware.


 


6.               Withholding of Taxes.  To the extent that the vesting of Restricted Stock or any dividend
payment results in the receipt of compensation by you with respect to which the
Company or an Affiliate has a tax withholding obligation pursuant to applicable
law, unless other arrangements have been made by you that are acceptable to the
Company or such Affiliate, you shall deliver to the Company or an Affiliate
such amount of money as the Company or the Affiliate may require to meet its
withholding obligations under such applicable law; provided, however, you may
direct the Company to withhold such number of Shares that would otherwise be
delivered to you hereunder upon such vesting that have an aggregate fair market
value that does not exceed the amount of taxes required to be withheld by the
Company or an Affiliate.  No delivery of
Shares shall be made pursuant to this Agreement until you have paid or made
arrangements approved by the Company or an Affiliate to satisfy in full the
applicable tax withholding requirements of the Company or the Affiliate.


 


7.               Amendment.  This Agreement may
be modified only by a written agreement signed by you and an officer of the
Company who is expressly authorized by the Company to execute such document;
provided, however, notwithstanding the foregoing, the Company may make any
change to this Agreement without your consent if such change is not materially
adverse to your rights under this Agreement.


 


2

















 


8.               General.  By accepting this
grant, you agree that the shares of Restricted Stock are granted under and
governed by the terms and conditions of the Plan and this Agreement.  In the event of any conflict, the terms of
the Plan shall control.  Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings when used in this Agreement.


 


	
   

  	
  RHINO
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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