Long-Term Incentive Plan


 Exhibit 10.1 
 ALLIANCE HOLDINGS GP, L.P. 
 LONG-TERM INCENTIVE PLAN 
 SECTION 1. Purpose of the Plan. 
 The
Alliance Holdings GP, L.P. Long-Term Incentive Plan (the “Plan”) has been adopted by Alliance GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Alliance Holdings GP, L.P., a Delaware limited
partnership (the “Partnership”). The Plan is intended to promote the interests of the Partnership and the Company by providing to Employees, Consultants and Directors incentive compensation awards based on Units to encourage superior
performance. The Plan is also contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Company, the Partnership and their
Affiliates and to encourage them to devote their best efforts to advancing the business of the Company, the Partnership and their Affiliates. 
 SECTION 2. Definitions. 
 As used in the Plan, the following terms shall have the meanings set forth below: 
 “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise. 
 “Award” means a Restricted Unit or Phantom Unit, and
includes any tandem DERs granted with respect to a Phantom Unit. 
 “Award Agreement” means the written or electronic agreement by
which an Award shall be evidenced. 
 “Board” means the Board of Directors of the Company. 
 “Cause” means: (i) fraud or embezzlement on the part of the Participant; (ii) conviction of or the entry of a plea of nolo
contendere by the Participant to any felony; (iii) gross insubordination or a material breach of, or the willful failure or refusal by the Participant to perform and discharge his duties, responsibilities or obligations (other than by
reason of disability or death) that is not corrected within thirty (30) days following written notice thereof to the Participant, such notice to state with specificity the nature of the breach, failure or refusal; or (iv) any act of
willful misconduct by the Participant which (A) is intended to result in substantial personal enrichment of the Participant at the expense of the Partnership, the Company or any of their affiliates or (B) has a material adverse impact on
the business or reputation of the Partnership, the Company or any of their affiliates (such determination to be made by the Partnership, the Company or any of their affiliates in the good faith exercise of their reasonable judgment). 






 [“Change in Control” means, and shall be deemed to have occurred upon, the occurrence of one or
more of the following events: (i) any sale, lease, exchange or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, the Partnership or Alliance Resource Partners,
L.P. (“ARP”) to any Person and/or its Affiliates, other than to the Company or an Affiliate of the Company, or (ii) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act),
other than [Joseph Craft and his Affiliates], becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the combined voting power of the outstanding equity interests in the general
partner of the Partnership or the general partner of ARP.] 
 Notwithstanding the foregoing, with respect to an Award that is subject to
Section 409A of the Internal Revenue Code of 1986, as amended, “Change in Control” shall mean a “change of control event” as defined in the regulations and guidance issued under Section 409A. 
 “Committee” means the Compensation Committee of the Board or such other committee as may be appointed by the Board to administer the Plan.

 “Consultant” means an individual who renders consulting services to the Company, the Partnership or an Affiliate of either.

 “DER” means a contingent right, granted in tandem with a specific Phantom Unit, to receive with respect to each Unit subject to
the Award an amount in cash equal to the cash distributions made by the Partnership with respect to a Unit during the period such Award is outstanding. 
 “Director” means a member of the Board who is not an Employee or a Consultant (other than in that individual’s capacity as a Director). 
 “Employee” means an employee of the Company, the Partnership or an Affiliate of either. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” means the closing sales price of a Unit on the principal national securities exchange or other market in which trading in
Units occurs on the applicable date (or, if there is no trading in the Units on such date, on the next preceding date on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee).
If Units are not traded on a national securities exchange or other market at the time a determination of fair market value is required to be made hereunder, the determination of fair market value shall be made in good faith by the Committee.

 “Participant” means an Employee, Consultant or Director granted an Award under the Plan. 
 “Partnership Agreement” means the Agreement of Limited Partnership of the Partnership, as it may be amended or amended and restated from time
to time. 
  

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 “Person” means an individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity. 
 “Phantom Unit” means a notional unit granted under the Plan that upon vesting entitles the Participant to receive a Unit or an amount of cash equal to the Fair Market Value of a Unit, as determined by the Committee in its
discretion. 
 “Restricted Period” means the period established by the Committee with respect to an Award during which the Award
remains subject to forfeiture. 
 “Restricted Unit” means a Unit granted under the Plan that is subject to a Restricted Period.

 “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act or any successor rule or regulation thereto as in
effect from time to time. 
 “SEC” means the Securities and Exchange Commission, or any successor thereto. 
 “UDR” means a distribution made by the Partnership with respect to a Restricted Unit. 
 “Unit” means a Common Unit of the Partnership. 
 SECTION 3. Administration. 
 The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the
Committee. Subject to the following and applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan, including the power to grant Awards under the Plan, to the Chief Executive Officer of the
Company, subject to such limitations on such delegated powers and duties as the Committee may impose. Upon any such delegation all references in the Plan to the “Committee”, other than in Section 7, shall be deemed to include the
Chief Executive Officer; provided, however, that such delegation shall not limit the Chief Executive Officer’s right to receive Awards under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or take
any action with respect to any Award previously granted to, a person who is an officer subject to Rule 16b-3 or a Director. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on
the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Units to be covered
by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and
any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and
(viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. 

  

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The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or an Award Agreement in such manner and to such
extent as the Committee deems necessary or appropriate. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, the General Partner, the Partnership, any Affiliate, any Participant, and any beneficiary of any Award.

 SECTION 4. Units. 
 (a)
Limits on Units Deliverable. Subject to adjustment as provided in Section 4(c), the number of Units that may be delivered with respect to Awards under the Plan is 5,215,000. Units withheld from an Award to satisfy the Company’s or
an Affiliate’s tax withholding obligations with respect to the Award shall not be considered to be Units delivered under the Plan for this purpose. If any Award is forfeited, cancelled, exercised, paid, or otherwise terminates or expires
without the actual delivery of Units pursuant to such Award (the grant of Restricted Units is not the delivery of Units for this purpose), the Units subject to such Award shall again be available for Awards under the Plan. There shall not be any
limitation on the number of Awards that may be paid in cash. 
 (b) Sources of Units Deliverable Under Awards. Any Units delivered
pursuant to an Award shall consist, in whole or in part, of Units acquired in the open market, from any Affiliate, the Partnership or any other Person, or any combination of the foregoing, as determined by the Committee in its discretion.

 (c) Adjustments. In the event of any distribution (whether in the form of Units, other securities or property other than cash),
recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or other rights to purchase Units or other
securities of the Partnership, or other similar transaction or event, the Committee shall, in such manner as it may deem equitable, adjust the number and type of Units (or other securities or property) with respect to which Awards may be granted
(solely for the purpose of equating, to the extent reasonably possible, the Units subject to awards with those otherwise outstanding) and the number and type of Units (or other securities or property) subject to outstanding Awards, provided, that
the number of Units subject to any Award shall always be a whole number (rounded up when necessary). 
 SECTION 5. Eligibility.

 Any Employee, Consultant or Director shall be eligible to be designated a Participant by the Committee and receive an Award under the Plan.

 SECTION 6. Awards. 
 (a) Restricted Units and Phantom Units. The Committee shall have the authority to determine the Employees, Consultants and Directors to whom Restricted Units and/or Phantom Units shall be granted, the number of Restricted Units or
Phantom Units to be granted to each such Participant, the Restricted Period, the conditions under which the Restricted Units or 

  

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Phantom Units may become vested or forfeited and such other terms and conditions as the Committee may establish with respect to such Awards. 
 (i) DERs. To the extent provided by the Committee, in its discretion, a grant of Phantom Units may include a tandem DER grant,
which may provide that such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest in the discretion of the Committee) and be subject to the same vesting restrictions as the tandem Phantom Unit
Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. Absent a contrary provision in the grant agreement, DERs shall be paid promptly to the Participant without vesting restrictions.

 (ii) UDRs. To the extent provided by the Committee, in its discretion, a grant of Restricted Units may provide that
the distributions made by the Partnership with respect to the Restricted Units shall be subject to the same forfeiture and other restrictions as the Restricted Unit and, if restricted, such distributions shall be held, without interest, until the
Restricted Unit vests or is forfeited with the UDR being paid or forfeited at the same time, as the case may be. Absent such a restriction on the UDRs in the grant agreement, UDRs shall be paid promptly to the holder of the Restricted Unit without
vesting restrictions. 
 (iii) Forfeitures. Except as otherwise provided in the terms of the Restricted Units or
Phantom Units grant agreement, upon termination of a Participant’s employment with or consulting services to the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted
Period, all outstanding, unvested Restricted Units and Phantom Units awarded the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a
Participant’s Restricted Units and/or Phantom Units. 
 (iv) Lapse of Restrictions. 
 (A) Phantom Units. Upon or as soon as reasonably practical following the vesting of each Phantom Unit, subject to the provisions of
Section 8(b), the Participant shall be entitled to receive from the Company one Unit or cash equal to the Fair Market Value of a Unit, as determined by the Committee in its discretion. 
 (B) Restricted Units. Upon or as soon as reasonably practical following the vesting of each Restricted Unit, subject to satisfying
the tax withholding obligations of Section 8(b), the Participant shall be entitled to have the restrictions removed from his or her Unit certificate so that the Participant then holds an unrestricted Unit. 
 (b) General. 
 (i)
Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or 

  

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in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in
addition to or in tandem with other Awards or awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards. 
 (ii) Limits on Transfer of Awards. 
 (A) Except as provided in Paragraph (B) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company, the Partnership or any Affiliate. 
 (B) To the extent specifically provided by the Committee with respect to an Award, an Award may be transferred by a Participant without
consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish. 
 (iii) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee. 
 (iv) Unit Certificates. All certificates for Units or other securities of the Partnership delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such
Units or other securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. 
 (v) Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine.

 (vi) Delivery of Units or other Securities and Payment by Participant of Consideration. Notwithstanding anything in
the Plan or any grant agreement to the contrary, delivery of Units pursuant to the exercise or vesting of an Award may be deferred for any period during which, in the good faith determination of the Committee, the Company is not reasonably able to
obtain Units to deliver pursuant to such Award without violating applicable law or the applicable rules or regulations of any governmental agency or authority or securities exchange. No Units or other securities shall be delivered pursuant to any
Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award grant agreement (including, without limitation, any exercise price or tax withholding) is received by the Company. 
 SECTION 7. Amendment and Termination. 
 Except to the extent prohibited by applicable law: 
 (a) Amendments to the Plan. Except as required by the
rules of the principal securities exchange on which the Units are traded and subject to Section 7(b) below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number
of Units available for Awards under the Plan, without the consent of any partner, Participant, other holder or beneficiary of an Award, or any other Person. 
  

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 (b) Amendments to Awards. Subject to Section 7(a), the Committee may waive
any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 7(c), in any Award shall materially reduce the benefit to a Participant without the consent of such
Participant. 
 (c) Actions Upon the Occurrence of Certain Events. Upon the occurrence of any event described in
Section 4(c) of the Plan, any change in applicable law or regulation affecting the Plan or Awards thereunder, or any change in accounting principles affecting the financial statements of the Partnership, the Committee, in its sole discretion,
without the consent of any Participant or holder of the Award, and on such terms and conditions as it deems appropriate, may take any one or more of the following actions in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or an outstanding Award: 
 (A) provide for either (i) the
termination of any Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date
of the occurrence of such transaction or event the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the
Company without payment) or (ii) the replacement of such Award with other rights or property selected by the Committee in its sole discretion; 
 (B) provide that such Award be assumed by the successor or survivor entity, or a parent or subsidiary thereof, or be exchanged for similar awards covering the equity of the successor or survivor, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of equity interests and prices; 
 (C) make
adjustments in the number and type of Units (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Awards or in the terms and conditions of (including the exercise price), and the vesting and
performance criteria included in, outstanding Awards, or both; 
 (D) provide that such Award shall be exercisable or payable,
notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and 
  

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 (E) provide that the Award cannot be exercised or become payable after such event,
i.e., shall terminate upon such event. 
 Notwithstanding the foregoing, unless provided otherwise in a Participant’s Award
Agreement, upon any event that constitutes a Change in Control (or such earlier time as the Committee may proscribe), all Awards shall automatically vest and become exercisable or payable, as the case may be, in full. In this regard, all Restricted
Periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level. 
 SECTION 8.
General Provisions. 
 (a) No Rights to Award. No Person shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient. 
 (b) Tax Withholding. Unless other arrangements have been made that are acceptable to the Company, the Company or any Affiliate is authorized to withhold from any Award, from any payment due or transfer made
under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Units, Units that would otherwise be issued pursuant to such Award or other property) of any applicable taxes payable in respect of the grant of an
Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy its withholding obligations for the
payment of such taxes. 
 (c) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right
to be retained in the employ of the Company or any Affiliate, continue consulting services or to remain on the Board, as applicable. Furthermore, the Company or an Affiliate may at any time dismiss a Participant from employment or consulting free
from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award agreement or other agreement. 
 (d) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its conflicts of laws
principles. 
 (e) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Compensation Committee, such provision shall be construed or deemed amended to conform to the applicable
law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder
of the Plan and any such Award shall remain in full force and effect. 
 (f) Other Laws. The Committee may refuse to issue or transfer
any Units or other consideration under an Award if, in its sole discretion, it determines that the issuance or transfer of such Units or such other consideration might violate any applicable law or regulation, the 

  

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rules of the principal securities exchange on which the Units are then traded, or entitle the Partnership or an Affiliate to recover the same under
Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or
beneficiary. 
 (g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any participating Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any participating
Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate. 
 (h) No Fractional Units. No fractional Units shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated. 
 (i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof. 
 (j) Facility Payment. Any amounts payable hereunder to any
person under legal disability or who, in the judgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such person, or may be applied for the benefit of such person in any manner that
the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts. 
 (k) Participation by
Affiliates. In making Awards to Employees employed by an entity other than the Company, the Committee shall be acting on behalf of the Affiliate, and to the extent the Partnership has an obligation to reimburse the Company for compensation paid
for services rendered for the benefit of the Partnership, such payments or reimbursement payments may be made by the Partnership directly to the Affiliate, and, if made to the Company, shall be received by the Company as agent for the Affiliate.

 (l) Gender and Number. Words in the masculine gender shall include the feminine gender, the plural shall include the singular and
the singular shall include the plural. 
 (m) Compliance with Section 409A. Nothing in the Plan or any Award Agreement shall
operate or be construed to cause the Plan or an Award to fail to comply with the requirements of Section 409A of the Internal Revenue Code. The applicable provisions of Section 409A and the regulations thereunder are hereby incorporated by
reference and shall control over any Plan or Award Agreement provision in conflict therewith. 
 SECTION 9. Term of the Plan.

 The Plan shall be effective on the date of the initial public offering of Units and shall continue until the earlier of (i) the date
terminated by the Board or (ii) all Units available under the Plan have been paid to Participants. However, any Award granted prior to such termination, and the authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date. 
  

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