Exhibit 10.37





EXHIBIT 10.37




Alpha Natural Resources, Inc.




2005 Long-Term Incentive Plan

Amended And Restated as of May 14, 2008




Section 1. Purpose. The purpose of this Plan is to advance the interests of Alpha and its
stockholders by providing incentives to certain Eligible Persons who contribute significantly to
the strategic and long-term performance objectives and growth of the Company.



Section 2. Definitions. Certain capitalized terms applicable to this Plan are set forth in
Appendix A.



Section 3. Administration. This Plan shall be administered by the Committee. The Committee
shall have all the powers vested in it by the terms of this Plan, such powers to include exclusive
authority to select the Eligible Persons to be granted Awards under this Plan, to determine the
type, size, terms and conditions of the Award to be made to each Eligible Person selected, to
modify or waive the terms and conditions of any Award that has been granted, to determine the time
when Awards will be granted, to establish performance objectives, to make any adjustments necessary
or desirable as a result of the granting of Awards to Eligible Persons located outside the United
States, to prescribe the form of the agreements evidencing Awards made under this Plan, and to
incorporate clawback or other recoupment provisions to Awards granted hereunder that would protect
the Company and its stockholders from fraudulent activities in connection with financial
restatements and/or due to ethical misconduct. Awards may, in the discretion of the Committee, be
made under this Plan in assumption of, or in substitution for, outstanding Awards previously
granted by (i) the Company, (ii) any predecessor of the Company, or (iii) a company acquired by the
Company or with which the Company combines. The number of Common Shares underlying such substitute
awards shall be counted against the aggregate number of Common Shares available for Awards under
this Plan.



The Committee is authorized to interpret this Plan and the Awards granted under this Plan, to
establish, amend and rescind any rules and regulations relating to this Plan, and to make any other
determinations that it deems necessary or desirable for the administration of this Plan. The
Committee may correct any defect or omission or reconcile any inconsistency in this Plan or in any
Award in the manner and to the extent the Committee deems necessary or desirable to carry it into
effect. Any decision of the Committee in the interpretation and administration of this Plan, as
described in this Plan, shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned (including, but not limited to, Participants and
their Beneficiaries or Permitted Transferees). The Committee may act only by a majority of its
members in office, except that the members thereof may authorize any one or more of their members
or any officer of the Company to execute and deliver documents or to take any other ministerial
action on behalf of the Committee with respect to Awards made or to be made to Participants.


 


 









 





No member of the Committee and no officer of the Company shall be liable for anything done or
omitted to be done by such member or officer, by any other member of the Committee or by any other
officer of the Company in connection with the performance of duties under this Plan, except for his
or her own willful misconduct or as expressly provided by statute. In addition to all other rights
of indemnification and reimbursement to which a member of the Committee and an officer of the
Company may be entitled, the Company shall indemnify and hold harmless each such member or officer
who was or is a party or is threatened to be made a party to any threatened, pending or completed
proceeding or suit in connection with the performance of duties under this Plan against expenses
(including reasonable attorneys’ fees), judgments, fines, liabilities, losses and amounts paid in
settlement actually and reasonably incurred by him or her in connection with such proceeding or
suit, except for his or her own willful misconduct or as expressly provided otherwise by statute.
Expenses (including reasonable attorneys’ fees) incurred by such a member or officer in defending
any such proceeding or suit shall be paid by the Company in advance of the final disposition of
such proceeding or suit upon receipt of a written affirmation by such member or officer of his or
her good faith belief that he or she has met the standard of conduct necessary for indemnification
and a written undertaking by or on behalf of such member or officer to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified by the Company as
authorized in this Section.



Section 4. Participation. Consistent with the purposes of this Plan, the Committee shall
have exclusive power to select the Eligible Persons who may participate in this Plan and be granted
Awards under this Plan. Eligible Persons may be selected individually or by groups or categories,
as determined by the Committee in its discretion.



Section 5. Awards under this Plan.




(a) Types of Awards. Awards under this Plan may include, but need not be limited to,
one or more of the following types, either alone or in any combination thereof: (i) Stock
Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Restricted Stock
Units, (v) Performance Grants and (vi) any other type of Award deemed by the Committee in
its discretion to be consistent with the purposes of this Plan (including, but not limited
to, Other Share-Based Awards, Awards of or options or similar rights granted with respect to
unbundled stock units or components thereof, and Awards to be made to Participants who are
foreign nationals or are employed or performing services outside the United States).




(b) Maximum Number of Common Shares that May be Issued. The maximum aggregate number
of Common Shares available for issuance under Awards granted under this Plan, including
Incentive Stock Options, shall be 8,838,841. No Eligible Person may receive: (i) Stock
Options or Stock Appreciation Rights under this Plan for more than 250,000 Common Shares in
any one fiscal year of the Company; (ii) Performance Grants (denominated in Common Shares)
for more than 250,000 Common Shares in any one fiscal year of the Company and (iii)
Performance Grants (denominated in cash) for more than $5,000,000 in any one fiscal year of
the Company. The foregoing limitations shall be subject to adjustment as provided in Section
16, but only to the extent that any such adjustment will not affect the status of: (i) any
Award intended to qualify as
performance-based compensation under Section 162(m) of the Code; (ii) any Award
intended to qualify as an Incentive Stock Option or (iii) any Award intended to comply



 


 









 






with,
or qualify for an exception to, Section 409A of the Code. Common Shares issued pursuant to
this Plan may be either authorized but unissued shares, treasury shares, reacquired shares
or any combination thereof. If any Common Shares covered by an award terminate, lapse, are
forfeited or cancelled, or such Award is otherwise settled without the delivery of the full
number of Common Shares underlying the Award, including Common Shares withheld to satisfy
tax withholding obligations, then such Common Shares to the extent of any such forfeiture,
termination, lapse, cancellation, payment, etc., shall again be, or shall become available
for issuance under this Plan; provided, however, that Common Shares (i) delivered in payment
of the exercise price of a Stock Option, (ii) not issued upon the net settlement or net
exercise of Stock Appreciation Rights, or (iii) delivered to or withheld by the Company to
pay withholding taxes related to a Stock Option or Stock Appreciation Right, shall not
become available again for issuance under this Plan.




(c) Rights with Respect to Common Shares and Other Securities. Except as provided in
subsection 8(c) with respect to Awards of Restricted Stock and unless otherwise determined
by the Committee in its discretion, a Participant to whom an Award is made (and any Person
succeeding to such a Participant’s rights pursuant to this Plan) shall have no rights as a
stockholder with respect to any Common Shares or as a holder with respect to other
securities, if any, issuable pursuant to any such Award until the date a stock certificate
evidencing such Common Shares or other evidence of ownership is issued to such Participant
or until Participant’s ownership of such Common Shares shall have been entered into the
books of the registrar in the case of uncertificated shares.



Section 6. Stock Options. The Committee may grant Stock Options; provided that an Incentive
Stock Option may be granted only to Eligible Persons who are employees of Alpha or any parent or
subsidiary of Alpha within the meaning of Code Sections 424(e) and (f), including a subsidiary
which becomes such after adoption of the plan. Each Stock Option granted or sold under this Plan
shall be evidenced by an agreement in such form as the Committee shall prescribe from time to time
in accordance with this Plan and shall comply with the applicable terms and conditions of this
Section and this Plan, and with such other terms and conditions, including, but not limited to,
restrictions upon the Stock Option or the Common Shares issuable upon exercise thereof, as the
Committee, in its discretion, shall establish.




(a) The exercise price of a Stock Option shall not be less than the Fair Market Value
of the Common Shares subject to such Stock Option on the date of grant, as determined by the
Committee; provided, however, if an Incentive Stock Option is granted to a Ten Percent
Employee, such exercise price shall not be less than 110% of such Fair Market Value at the
time the Stock Option is granted.




(b) The Committee shall determine the number of Common Shares to be subject to each
Stock Option.




(c) Any Stock Option may be exercised during its term only at such time or times and in
such installments as the Committee may establish.


 


 









 






(d) A Stock Option shall not be exercisable:




(i) in the case of any Incentive Stock Option granted to a Ten Percent
Employee, after the expiration of five years from the date it is granted, and, in
the case of any other Stock Option, after the expiration of ten years from the date
it is granted; and




(ii) unless payment in full is made for the shares being acquired under such
Stock Option at the time of exercise as provided in subsection 6(h).




(e) The Committee shall determine in its discretion and specify in each agreement
evidencing a Stock Option the effect, if any, the termination of the Participant’s
employment with or performance of services for the Company shall have on the exercisability
of the Stock Option; provided, however, that an Incentive Stock Option that is exercised at
a time that is beyond the time an Incentive Stock Option may be exercised in order to
qualify as such under the Code shall cease to be an Incentive Stock Option.




(f) In the case of an Incentive Stock Option, the amount of the aggregate Fair Market
Value of Common Shares (determined at the time of grant of the Stock Option) with respect to
which incentive stock options are exercisable for the first time by an employee of the
Company during any calendar year (under all such plans of his or her employer corporation
and its parent and subsidiary corporations) shall not exceed $100,000 or such other amount
as is specified in the Code.




(g) It is the intent of Alpha that Nonqualified Stock Options granted under this Plan
not be classified as Incentive Stock Options, that the Incentive Stock Options granted under
this Plan be consistent with and contain or be deemed to contain all provisions required
under Section 422 and the other appropriate provisions of the Code and any implementing
regulations (and any successor provisions thereof), and that any ambiguities in construction
shall be interpreted in order to effectuate such intent. If a Stock Option is intended to be
an Incentive Stock Option, and if for any reason such Stock Option (or portion thereof)
shall not qualify as an Incentive Stock Option, then, to the extent of such
nonqualification, such Stock Option (or portion thereof) shall be regarded as a Nonqualified
Stock Option granted under this Plan; provided that such Stock Option (or portion thereof)
otherwise complies with this Plan’s requirements relating to Nonqualified Stock Options. In
no event shall any member of the Committee or the Company (or its employees, officers or
directors) have any liability to any Participant (or any other Person) due to the failure of
a Stock Option to qualify for any reason as an Incentive Stock Option.




(h) For purposes of payments made to exercise Stock Options, such payment shall be made
in such form (including, but not limited to, cash, Common Shares, the
surrender of another outstanding Award under this Plan, broker assisted cashless
exercise or any combination thereof) as the Committee may determine in its discretion.


 


 









 





Section 7. Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights.
Each Award of Stock Appreciation Rights granted under this Plan shall be evidenced by an agreement
in such form as the Committee shall prescribe from time to time in accordance with this Plan and
shall comply with the applicable terms and conditions of this Section and this Plan, and with such
other terms and conditions, including, but not limited to, restrictions upon the Award of Stock
Appreciation Rights or the Common Shares issuable upon exercise thereof, as the Committee, in its
discretion, shall establish.




(a) The Committee shall determine the number of Common Shares to be subject to each
Award of Stock Appreciation Rights.




(b) Any Stock Appreciation Right may be exercised during its term only at such time or
times and in such installments as the Committee may establish and shall not be exercisable
after the expiration of ten years from the date it is granted.




(c) The Committee shall determine in its discretion and specify in each agreement
evidencing an Award of Stock Appreciation Rights the effect, if any, the termination of the
Participant’s employment with or performance of services for the Company shall have on the
exercisability of the Award of Stock Appreciation Rights.




(d) An Award of Stock Appreciation Rights shall entitle the holder to exercise such
Award and to receive from Alpha in exchange thereof, without payment to Alpha, that number
of Common Shares having an aggregate value equal to the excess of the Fair Market Value of
one Common Share, at the time of such exercise, over the exercise price, times the number of
Common Shares subject to the Award, or portion thereof, that is so exercised or surrendered,
as the case may be. Stock Appreciation Rights shall have an exercise price no less than the
Fair Market Value of the Common Shares covered by the right on the date of grant.




(e) A Stock Appreciation Right may provide that it shall be deemed to have been
exercised at the close of business on the business day preceding the expiration date of the
Stock Appreciation Right, or such other date as specified by the Committee, if at such time
such Stock Appreciation Right has a positive value. Such deemed exercise shall be settled or
paid in the same manner as a regular exercise thereof as provided in subsection 7(d) of this
Agreement.



Section 8. Restricted Stock and Restricted Stock Units. The Committee may grant Awards of
Restricted Stock and Restricted Stock Units. Each Award of Restricted Stock or Restricted Stock
Units under this Plan shall be evidenced by an agreement in such form as the Committee shall
prescribe from time to time in accordance with this Plan and shall comply with the applicable terms
and conditions of this Section and this Plan, and with such other terms and conditions as the
Committee, in its discretion, shall establish.




(a) The Committee shall determine the number of Common Shares to be issued to a
Participant pursuant to the Award of Restricted Stock or Restricted Stock Units, and the
extent, if any, to which they shall be issued in exchange for cash, other consideration, or
both.


 


 









 






(b) Until the expiration of such period as the Committee shall determine from the date
on which the Award is granted and subject to such other terms and conditions as the
Committee in its discretion, shall establish (the “Restricted Period”), a Participant to
whom an Award of Restricted Stock is made shall be issued, but shall not be entitled to the
delivery of, a stock certificate or otherwise evidence of ownership representing the Common
Shares subject to such Award. The standard vesting schedule applicable to Awards of
Restricted Stock and Restricted Stock Units shall provide for vesting of such Awards, in one
or more increments, over a service period of no less than three years; provided, however,
this limitation shall not apply to Awards granted to non-employee directors of the Board
that are received pursuant to the Company’s compensation program applicable to non-employee
directors of the Board, or adversely affect a Participant’s rights under another plan or
agreement with the Company.




(c) Unless otherwise determined by the Committee in its discretion, a Participant to
whom an Award of Restricted Stock has been made (and any Person succeeding to such a
Participant’s rights pursuant to this Plan) shall have, after issuance of a certificate for
the number of Common Shares awarded (or after the Participant’s ownership of such Common
Shares shall have been entered into the books of the registrar in the case of uncertificated
 shares) and prior to the expiration of the Restricted Period, ownership of such Common
Shares, including the right to vote such Common Shares and to receive dividends or other
distributions made or paid with respect to such Common Shares (provided that such Common
Shares, and any new, additional or different shares, or Other Alpha Securities or property,
or other forms of consideration that the Participant may be entitled to receive with respect
to such Common Shares as a result of a stock split, stock dividend or any other change in
the corporation or capital structure of Alpha, shall be subject to the restrictions set
forth in this Plan as determined by the Committee in its discretion), subject, however, to
the restrictions and limitations imposed thereon pursuant to this Plan.




(d) The Committee shall determine in its discretion and specify in each agreement
evidencing an Award of Restricted Stock or Restricted Stock Units the effect, if any, the
termination of the Participant’s employment with or performance of services for the Company
during the Restricted Period shall have on such Award.




(e) The Committee may grant Dividend Equivalents to Participants in connection with
Awards of Restricted Stock Units. The Committee may provide, at the date of grant or
thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Common Shares, or other investment vehicles as
the Committee may specify; provided that, unless otherwise determined by the Committee,
Dividend Equivalents shall be subject to all conditions and restrictions of the underlying
Restricted Stock Units to which they relate.


 


 









 






Section 9. Performance Grants.




(a) Grant. Subject to the limitations set forth in Section 5(b), the Committee shall
have sole and complete authority to determine the Eligible Persons who shall receive a
Performance Grant which shall consist of a right that is (i) denominated in cash, Common
Shares or any other form of Award issuable under this Plan (or any combination thereof),
(ii) valued, as determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall establish and (iii)
payable at such time and in such form as the Committee shall determine. Unless otherwise
determined by the Committee, any such Performance Grant shall be evidenced by an Award
agreement containing the terms of the Award, including, but not limited to, the performance
criteria and such terms and conditions as may be determined, from time to time, by the
Committee, in each case, not inconsistent with this Plan. In relation to any Performance
Grant, the performance period may consist of one or more calendar years or other fiscal
period of at least 12 months in length for which performance is being measured.




(b) Terms and Conditions. For Awards intended to be performance-based compensation
under Section 162(m) of the Code, Performance Grants shall be conditioned upon the
achievement of pre-established goals relating to one or more of the following performance
measures, as determined in writing by the Committee and subject to such modifications as
specified by the Committee: cash flow; cash flow from operations; earnings (including, but
not limited to, earnings before interest, taxes, depreciation and amortization or some
variation thereof); earnings per share, diluted or basic; earnings per share from continuing
operations; net asset turnover; inventory turnover; capital expenditures; debt; debt
reduction; working capital; return on investment; return on sales; net or gross sales;
market share; economic value added; cost of capital; change in assets; expense reduction
levels; productivity; delivery performance; safety record and/or performance; stock price;
return on equity; total or relative increases to stockholder return; return on invested
capital; return on assets or net assets; revenue; income or net income; operating income or
net operating income; operating profit or net operating profit; gross margin, operating
margin or profit margin; and completion of acquisitions, business expansion, product
diversification, new or expanded market penetration, and other non-financial operating and
management performance objectives. To the extent consistent with Section 162(m) of the Code,
the Committee may determine, at the time the performance goals are established, that certain
adjustments shall apply, in whole or in part, in such manner as determined by the Committee,
to exclude the effect of any of the following events that occur during a performance period:
the impairment of tangible or intangible assets; litigation or claim judgments or
settlements; the effect of changes in tax law, accounting principles or other such laws or
provisions affecting reported results; business combinations, reorganizations and/or
restructuring programs, including, but not limited to, reductions in force and early
retirement incentives; currency fluctuations; and any extraordinary, unusual, infrequent or
non-recurring items, including, but not limited to, such items described in management’s
discussion and analysis of financial condition and results of operations or the financial
statements and
notes thereto appearing in Alpha’s annual report for the applicable period. Performance
measures may be determined either individually, alternatively or in any combination, applied
to either the Company as a whole or to a business unit or subsidiary entity thereof, either
individually, alternatively or in any combination, and measured over a period of time
including any portion of a year, annually or cumulatively over a period of years, on an
absolute basis or relative to a pre-established target, to previous fiscal years’ results or
to a designated comparison group, in each case as specified by the Committee.


 


 









 






(c) Preestablished Performance Goals. For Awards intended to be performance-based
compensation under Section 162(m) of the Code, performance goals relating to the performance
measures set forth above shall be preestablished in writing by the Committee, and
achievement thereof certified in writing prior to payment of the Award, as required by
Section 162(m) and Treasury Regulations promulgated thereunder. All such performance goals
shall be established in writing no later than ninety (90) days after the beginning of the
applicable performance period; provided, however, that for a performance period of less than
one (1) year, the Committee shall take any such actions prior to the lapse of 25% of the
performance period. In addition to establishing minimum performance goals below which no
compensation shall be payable pursuant to a Performance Grant, the Committee, in its sole
discretion, may create a performance schedule under which an amount less than or more than
the target award may be paid so long as the performance goals have been achieved.




(d) Additional Restrictions/Negative Discretion. The Committee, in its sole
discretion, may also establish such additional restrictions or conditions that must be
satisfied as a condition precedent to the payment of all or a portion of any Performance
Grants. Such additional restrictions or conditions need not be performance-based and may
include, among other things, the receipt by a Participant of a specified annual performance
rating, the continued employment by the Participant and/or the achievement of specified
performance goals by the Company, business unit or Participant. Furthermore, and
notwithstanding any provision of this Plan to the contrary, the Committee, in its sole
discretion, may retain the discretion to reduce the amount of any Performance Grant to a
Participant if it concludes that such reduction is necessary or appropriate based upon: (i)
an evaluation of such Participant’s performance; (ii) comparisons with compensation received
by other similarly-situated individuals working within the Company’s industry; (iii) the
Company’s financial results and conditions or (iv) such other factors or conditions that the
Committee deems relevant; provided, however, the Committee shall not use its discretionary
authority to increase any Award that is intended to be performance-based compensation under
Section 162(m) of the Code.




(e) Payment of Performance Awards. Performance Grants may be paid in a lump sum or in
installments following the close of the performance period or, in accordance with procedures
established by the Committee, on a deferred basis.



Section 10. Other Share-Based Awards. The Committee shall have authority to grant to
Eligible Persons Other Share-Based Awards, which shall consist of any right that is (i) not an
Award described in Sections 6 through 9 above and (ii) an Award of Common Shares or an Award
denominated or payable in, valued in whole or in part by reference to, or otherwise based



 


 









 






on or
related to, Common Shares (including, without limitation, securities convertible into Common
Shares), as deemed by the Committee to be consistent with the purposes of this Plan. Subject to the
terms of this Plan and any applicable Award agreement, the Committee shall determine the terms and
conditions of any such Other Share-Based Award.



Section 11. Section 409A. Notwithstanding any provision of the Plan or an Award agreement to
the contrary, if any Award or benefit provided under this Plan is subject to the provisions of
Section 409A, the provisions of the Plan and any applicable Award agreement shall be administered,
interpreted and construed in a manner necessary in order to comply with Section 409A or an
exception thereto (or disregarded to the extent such provision cannot be so administered,
interpreted or construed), and the following provisions shall apply, as applicable:.




(a) If a Participant is a “specified employee” for purposes of Section 409A and a
payment subject to Section 409A (and not excepted therefrom) 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). Any payment that would otherwise have been due or owing during such six-month
period will be paid immediately following the end of the six-month period unless another
compliant date is specified in the applicable agreement.




(b) For purposes of Section 409A, and to the extent applicable to any Award or benefit
under the Plan, it is intended that distribution events qualify as permissible distribution
events for purposes of Section 409A and shall be interpreted and construed accordingly.
Whether a Participant has separated from service or employment will be determined by the
Committee based on all of the facts and circumstances and, to the extent applicable to any
Award or benefit, in accordance with the guidance issued under Section 409A. For this
purpose, 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 applicable period as provided by
Section 409A.




(c) The grant of Nonqualified Stock Options, Stock Appreciation Rights and other stock
rights subject to Section 409A shall be granted under terms and conditions consistent with
Treas. Reg. § 1.409A-1(b)(5) such that any such Award does not constitute a deferral of
compensation under Section 409A. Accordingly, any such Award may be granted to Eligible
Persons of Alpha and its subsidiaries and affiliates in which Alpha has a controlling
interest. In determining whether Alpha has a controlling interest, the rules of Treas. Reg.
§ 1.414(c)-2(b)(2)(i) shall apply; provided that the language “at least 50 percent” shall be
used instead of “at least 80 percent” in each place it appears; provided, further, where
legitimate business reasons exist (within the meaning of Treas. Reg. §
1.409A-1(b)(5)(iii)(E)(i)), the language “at least 20 percent” shall be used instead of “at
least 80 percent” in each place it appears. The rules of Treas. Reg. §§ 1.414(c)-3 and
1.414(c)-4 shall apply for purposes of determining ownership interests.


 


 









 






(d) In no event shall any member of the Committee or the Company (or its employees, officers
or directors) have any liability to any Participant (or any other Person) due to the failure of an
Award to satisfy the requirements of Section 409A.



Section 12. Deferred Payment of Awards. The Committee, in its discretion, may specify the
conditions under which the payment of all or any portion of any cash compensation, or Common Shares
or other form of payment under an Award, may be deferred until a later date. Deferrals shall be for
such periods or until the occurrence of such events, and upon such terms and conditions, as the
Committee shall determine in its discretion, in accordance with the provisions of Section 409A, the
regulations and other binding guidance promulgated thereunder; provided, however, that no deferral
shall be permitted with respect to Options or Stock Appreciation Rights.



Section 13. Transferability of Awards. A Participant’s rights and interest under this Plan or
any Award may not be assigned or transferred, hypothecated or encumbered in whole or in part either
directly or by operation of law or otherwise, including, but not by way of limitation, execution,
levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided, however, the
Committee may permit such transfer to a Permitted Transferee; and provided, further, that, unless
otherwise permitted by the Code, any Incentive Stock Option granted pursuant to this Plan shall not
be transferable other than by will or by the laws of descent and distribution, and shall be
exercisable during the Participant’s lifetime only by Participant or by such Permitted Transferee.



Section 14. Amendment or Substitution of Awards under this Plan. The terms of any
outstanding Award under this Plan may be amended or modified from time to time by the Committee in
its discretion in any manner that it deems appropriate (including, but not limited to, acceleration
of the date of exercise of any Award and/or payments under any Award) if the Committee could grant
such amended or modified Award under the terms of this Plan at the time of such amendment or
modification; provided that no such amendment or modification shall: (i) accelerate the vesting or
exercisability of any Awards other than in connection with a Participant’s death, disability,
retirement or a change in control or other transaction contemplated by Section 16 hereof; provided
further, the foregoing limitation shall not apply to (A) Awards for up to five percent (5%) of the
aggregate number of Common Shares authorized for issuance under the Plan, or (B) any Performance
Grant the payment of which remains contingent upon the attainment of the performance goal; or (ii)
adversely affect in a material manner any right of a Participant under the Award without his or her
written consent. Notwithstanding the foregoing or any provision of an Award to the contrary, the
Committee may at any time (without the consent of any Participant) modify, amend or terminate any
or all of the provisions of an Award to the extent necessary to conform the provisions of the Award
with Section 162(m), Section 409A or any other provision of the Code or other applicable law, the
regulations issued thereunder or an exception thereto, regardless of whether such modification,
amendment or termination of the Award shall adversely affect the rights of a Participant. The
Committee may, in its discretion, permit holders of Awards under this Plan to surrender outstanding
Awards in order to exercise or realize the rights under other Awards, or in exchange for the grant
of new Awards, or require holders of Awards to surrender outstanding Awards as a condition
precedent to the grant of new Awards under this Plan. Notwithstanding any provision of this Plan
to the
contrary, neither the Board nor the Committee may, without stockholder approval, reduce the



 


 









 






exercise price of any outstanding Stock Option or Stock Appreciation Right or take any other action
with respect to outstanding Stock Options or Stock Appreciation Rights that is treated as a
repricing of such Stock Options or Stock Appreciation Rights under generally accepted accounting
principles (unless otherwise permitted by applicable listing standards).



Section 15. Termination of a Participant. For all purposes under this Plan, the Committee
shall determine whether a Participant has terminated employment with, or the performance of
services for, the Company; provided, however, an absence or leave approved by the Company, to the
extent permitted by applicable provisions of the Code, shall not be considered an interruption of
employment or performance of services for any purpose under this Plan.



Section 16. Dilution and Other Adjustments. In the event a dividend (other than a regular
cash dividend) or other distribution (whether in the form of cash, Common Shares, Other Alpha
Securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or
Other Alpha Securities, issuance of warrants or other rights to purchase Common Shares or Other
Alpha Securities or other similar corporate transaction or event affects the Common Shares such
that an adjustment is determined by the Committee to be necessary in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under this Plan,
then the Committee shall, in an equitable manner, (i) adjust any or all of (a) the aggregate
maximum number of Common Shares or Other Alpha Securities (or number and kind of other securities
or property) with respect to which Awards may be granted under this Plan pursuant to Section 5(b),
(b) the individual maximum number of Common Shares that may be granted as Stock Options, Stock
Appreciation Rights and Performance Grants (denominated in Common Shares) to a Participant pursuant
to Section 5(b) of this Plan, (c) the number of Common Shares or Other Alpha Securities (or number
and kind of other securities or property) subject to outstanding Awards and (d) the grant or
exercise price with respect to any outstanding Award; (ii) if deemed appropriate, provide for an
equivalent Award or substitute Award in respect of securities of the surviving entity of any
merger, consolidation or other transaction or event having a similar effect; or (iii) if deemed
appropriate, make provision for a cash payment to the holder of an outstanding Award; provided,
that, in each case, any such adjustment shall be performed in accordance with the applicable
provisions of Code and the Treasury Regulations issued thereunder so as to not affect the status
of: (A) any Award intended to qualify as performance-based compensation under Section 162(m) of the
Code; (B) any Award intended to qualify as an Incentive Stock Option under Section 422 of the Code
or (C) any Award intended to comply with, or qualify for an exception to, Section 409A of the Code.
Unless otherwise provided by the Committee, all outstanding Awards shall terminate immediately
prior to the consummation of any dissolution or liquidation of the Company. Any such termination or
adjustment made by the Committee will be final, conclusive and binding for all purposes of this
Plan.



Section 17. Designation of Beneficiary by Participant. A Participant may name a beneficiary
to receive any payment to which such Participant may be entitled with respect to any Award under
this Plan in the event of his or her death, on a written form to be provided by and
filed with the Committee, and in a manner determined by the Committee in its discretion (a



 


 









 






“Beneficiary”). The Committee reserves the right to review and approve Beneficiary designations. A
Participant may change his or her Beneficiary from time to time in the same manner, unless such
Participant has made an irrevocable designation. Any designation of a Beneficiary under this Plan
(to the extent it is valid and enforceable under applicable law) shall be controlling over any
other disposition, testamentary or otherwise, as determined by the Committee in its discretion. If
no designated Beneficiary survives the Participant and is living on the date on which any amount
becomes payable to such a Participant’s Beneficiary, such payment will be made to the legal
representatives of the Participant’s estate, and the term “Beneficiary” as used in this Plan shall
be deemed to include such Person or Persons. If there are any questions as to the legal right of
any Beneficiary to receive a distribution under this Plan, the Committee in its discretion may
determine that the amount in question be paid to the legal representatives of the estate of the
Participant, in which event the Company, the Board, the Committee, the Designated Administrator (if
any), and the members thereof, will have no further liability to anyone with respect to such
amount.




Section 18. Miscellaneous Provisions.




(a) Any proceeds from Awards shall constitute general funds of Alpha.




(b) No fractional shares may be delivered under an Award, but in lieu thereof a cash or
other adjustment may be made as determined by the Committee in its discretion.




(c) No Eligible Person or other Person shall have any claim or right to be granted an
Award under this Plan. Determinations made by the Committee under this Plan need not be
uniform and may be made selectively among Eligible Persons under this Plan, whether or not
such Eligible Persons are similarly situated. Neither this Plan nor any action taken under
this Plan shall be construed as giving any Eligible Person any right to continue to be
employed by or perform services for the Company, and the right to terminate the employment
of or performance of services by Eligible Persons at any time and for any reason is
specifically reserved.




(d) No Participant or other Person shall have any right with respect to this Plan, the
Common Shares reserved for issuance under this Plan or in any Award, contingent or
otherwise, until written evidence of the Award shall have been delivered to the Participant
and all the terms, conditions and provisions of this Plan and the Award applicable to such
Participant (and each Person claiming under or through such him or her) have been met.




(e) Notwithstanding anything to the contrary contained in this Plan or in any Award
agreement, each Award shall be subject to the requirement, if at any time the Committee
shall determine, in its sole discretion, that such requirement shall apply, that the
listing, registration or qualification of any Award under this Plan, or of the Common
Shares, Other Alpha Securities or property or other forms of payment issuable pursuant to
any Award under this Plan, on any stock exchange or other market quotation system or under
any federal or state law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in connection with, the granting
of



 


 









 






such Award or the exercise or settlement thereof, such Award shall not be granted,
exercised or settled in whole or in part until such listing, registration, qualification,
consent or approval shall have been effected, obtained and maintained free of any conditions
not acceptable to the Committee. Notwithstanding anything to the contrary contained in this
Plan or in any Award agreement, no Common Shares, Other Alpha Securities or property or
other forms of payment shall be issued under this Plan with respect to any Award unless the
Committee shall be satisfied that such issuance will be in compliance with applicable law
and any applicable rules of any stock exchange or other market quotation system on which
such Common Shares are listed. If the Committee determines that the exercise of any Stock
Option or Stock Appreciation Right would fail to comply with any applicable law or any
applicable rules of any stock exchange or other market quotation system on which Common
Shares are listed, the Participant holding such Stock Option or Stock Appreciation Right
shall have no right to exercise such Stock Option or Stock Appreciation Right until such
time as the Committee shall have determined that such exercise will not violate any
applicable law or any such applicable rule, provided that such Stock Option or Stock
Appreciation Right shall not have expired prior to such time.




(f) It is the intent of Alpha that this Plan and Awards hereunder comply in all
respects with Rule 16b-3 and Sections 162(m), 409A and 422, and (i) the provisions of the
Plan shall be administered, interpreted and construed in a manner necessary to comply with
Rule 16b-3 and Sections 162(m), 409A and 422, the regulations issued thereunder or an
exception thereto (or disregarded to the extent the Plan cannot be so administered,
interpreted or construed); and (ii) in no event shall any member of the Committee or the
Company (or its employees, officers or directors) have any liability to any Participant (or
any other Person) due to the failure of an Award to satisfy the requirements of Rule 16b-3
and Sections 162(m), 409A and 422.




(g) The Company shall have the right to deduct from any payment made under this Plan
any federal, state, local or foreign income or other taxes required by law to be withheld
with respect to such payment. It shall be a condition to the obligation of Alpha to issue
Common Shares, Other Alpha Securities or property, other securities or property, or other
forms of payment, or any combination thereof, upon exercise, settlement or payment of any
Award under this Plan, that the Participant (or any Beneficiary or Person entitled to act)
pay to Alpha, upon its demand, such amount as may be required by the Company for the purpose
of satisfying any liability to withhold federal, state, local or foreign income or other
taxes. If the amount requested is not paid, Alpha may refuse to issue Common Shares, Other
Alpha Securities or property, other securities or property, or other
forms of payment, or
any combination thereof. Notwithstanding anything in this Plan to the contrary, the
Committee may, in its discretion, permit an Eligible Person (or any Beneficiary or Person
entitled to act) to elect to pay a portion or all of the amount requested by the Company for
such taxes with respect to such Award, at such time and in such manner as the Committee
shall deem to be appropriate (including, but not limited to, by authorizing Alpha to
withhold, or agreeing to surrender to Alpha on or about the date such tax liability is
determinable,
Common Shares, Other Alpha Securities or property, other securities or property, or
other



 


 









 






forms of payment, or any combination thereof, owned by such Person or a portion of
such forms of payment that would otherwise be distributed, or have been distributed, as the
case may be, pursuant to such Award to such Person, having a market value equal to the
amount of such taxes); provided, however, that any broker-assisted cashless exercise shall
comply with the requirements for equity classification of Paragraph 35 of FASB Statement No.
123(R) and any withholding satisfied through a net-settlement shall be limited to the
minimum statutory withholding requirements.




(h) The expenses of this Plan shall be borne by the Company; provided, however, the
Company may recover from a Participant or his or her Beneficiary, heirs or assigns any and
all damages, fees, expenses and costs incurred by the Company arising out of any actions
taken by a Participant in breach of this Plan or any agreement evidencing such Participant’s
Award.




(i) This Plan shall be unfunded. The Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure the payment of
any Award under this Plan, and rights to the payment of Awards shall be no greater than the
rights of the Company’s general creditors.




(j) By accepting any Award or other benefit under this Plan, each Participant (and each
Person claiming under or through him or her) shall be conclusively deemed to have indicated
his or her acceptance and ratification of, and consent to, any action taken under this Plan
by the Company, the Board, the Committee or the Designated Administrator (if applicable).




(k) The appropriate officers of the Company shall cause to be filed any reports,
returns or other information regarding Awards under this Plan or any Common Shares issued
pursuant to this Plan as may be required by applicable law and any applicable rules of any
stock exchange or other market quotation system on which Common Shares are listed.




(l) The validity, construction, interpretation, administration and effect of this Plan,
and of its rules and regulations, and rights relating to this Plan and to Awards granted
under this Plan, shall be governed by the substantive laws, but not the choice of law rules,
of the State of Delaware.




(m) Records of the Company shall be conclusive for all purposes under this Plan or any
Award, unless determined by the Committee to be incorrect.




(n) If any provision of this Plan or any Award is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions of this Plan
or any Award, but such provision shall be fully severable, and this Plan or Award, as
applicable, shall be construed and enforced as if the illegal or invalid provision had never
been included in this Plan or Award, as applicable.


 


 









 






(o) The terms of this Plan shall govern all Awards under this Plan and in no event
shall the Committee have the power to grant any Award under this Plan that is contrary to
any of the provisions of this Plan.




(p) For purposes of interpretation of this Plan, the masculine pronoun includes the
feminine and the singular includes the plural wherever appropriate.



Section 19. Plan Amendment or Suspension. This Plan may be amended or suspended in whole or
in part at any time from time to time by the Committee; provided that no such change or amendment
shall be made without stockholder approval if such approval is necessary to qualify for or comply
with any tax or regulatory requirement or other applicable law for which the Committee deems it
necessary or desirable to qualify or comply. No amendment of this Plan shall adversely affect in a
material manner any right of any Participant with respect to any Award previously granted without
such Participant’s written consent, except as permitted under Section 14. Notwithstanding the
foregoing or any provision of the Plan to the contrary, the Committee may at any time (without the
consent of any Participant) modify, amend or terminate any or all of the provisions of the Plan to
the extent necessary to conform the provisions of the Plan with Section 162(m), Section 409A or any
other provision of the Code or other applicable law, 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.



Section 20. Plan Termination. This Plan shall terminate upon the earlier of the following
dates or events to occur:




(a) upon the adoption of a resolution of the Board terminating this Plan; or




(b) the tenth anniversary of the Effective Date.



No termination of this Plan shall materially alter or impair any of the rights or obligations
of any Participant, without his or her consent, under any Award previously granted under this Plan,
except that subsequent to termination of this Plan, the Committee may make amendments or
modifications permitted under Section 14.



Section 21. Effective Date. This Plan was originally adopted and effective February 11, 2005
and, as amended and restated, shall be effective May 14, 2008 (the “Effective Date”), subject to
its approval by the stockholders of Alpha; provided that, no Incentive Stock Options shall
be exercisable under the Plan unless the stockholders of Alpha approve the Plan within twelve (12)
months after the Effective Date of this amendment and restatement; provided, further, no
award granted after the Effective Date that is intended to be performance-based within the meaning
of Section 162(m) shall be paid prior to stockholder approval of the material terms of the Plan.
With respect to Awards granted under the Plan prior to the Effective Date, all such Awards are
intended to be exempt from the deduction limitations of Section 162(m) pursuant to the provisions
of Treasury Regulation § 1.162-27(f) and this Plan and all such Awards shall be administered,
interpreted and construed in a manner necessary to comply with Treasury Regulation § 1.162-27(f)
(or disregarded to the extent such provision cannot be so administered, interpreted or construed).


 


 









 





Section 22. Governing Law. This Plan and any Award granted under this Plan as well as any
determinations made or actions taken under this Plan shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of Delaware without regard to its
choice or conflicts of laws principles.


 


 









 





APPENDIX A




The following terms shall have the meaning indicated:



“Alpha” shall mean Alpha Natural Resources, Inc., a Delaware corporation.



“Award” shall mean an award of rights to an Eligible Person under this Plan.



“Beneficiary” has the meaning set forth in Section 16.



“Board” shall mean the board of directors of Alpha.



“Code” shall mean the Internal Revenue Code of 1986, as it now exists or may be amended from
time to time, and the rules and regulations promulgated thereunder, as they may exist or may be
amended from time to time.



“Committee” shall mean the person or persons responsible for administering this Plan. The
Board shall constitute the Committee until the Board appoints a Board Committee, after which time
the Board Committee shall constitute the Committee, provided, however, that at any time the Board
may designate itself as the Committee or designate itself to administer certain of the Committee’s
authority under this Plan, including administering certain Awards under this Plan; provided,
however, that a Board Committee must approve Awards granted to non-employee directors of the Board.
The Board or the Board Committee may designate a Designated Administrator to constitute the
Committee or to administer certain of the Committee’s authority under this Plan, including
administering certain Awards under this Plan, subject to the right of the Board or the Board
Committee, as applicable, to revoke its designation at any time and to make such designation on
such terms and conditions as it may determine in its discretion. For purposes of this definition,
the “Board Committee” shall mean a committee of the Board designated by the Board to administer
this Plan. The Board Committee (i) shall be comprised of not fewer than three directors, (ii) shall
meet any applicable requirements under Rule 16b-3, including any requirement that the Board
Committee consist of “Non-Employee Directors” (as defined in Rule 16b-3), (iii) shall meet any
applicable requirements under Section 162(m), including any requirement that the Board Committee
consist of “outside directors” (as defined in Treasury Regulation §1.162-27(e)(3)(i) or any
successor regulation), and (iv) shall meet any applicable requirements of any stock exchange or
other market quotation system on which Common Shares are listed. For purposes of this definition,
the “Designated Administrator” shall mean one or more Company officers designated by the Board or a
Board Committee to act as a Designated Administrator pursuant to this Plan. Except as otherwise
determined by the Board, a Designated Administrator shall only be appointed if Rule 16b-3 permits
such appointment and the exercise of any authority without adversely affecting the ability of
Awards to officers of Alpha to comply with the conditions for Rule 16b-3 or Section 162(m). The
resolutions of the Board or Board Committee designating the authority of the Designated
Administrator shall (i) specify the total number of Common Shares subject to Awards that may be
granted pursuant to this Plan by the Designated Administrator, (ii) may not authorize the
Designated Administrator to designate him or herself as the recipient of any
Awards pursuant to this Plan and (iii) shall otherwise comply with the requirements of the Delaware
General Corporation Law, including Section 157(c) thereunder.


 


 









 





“Company” shall mean Alpha and any parent, affiliate or subsidiary of Alpha, including any
affiliates or subsidiaries which become such after adoption of this Plan.



“Common Shares” shall mean shares of common stock, par value $0.01 per share, of Alpha and
stock of any other class into which such shares may thereafter be changed.



“Dividend Equivalents” shall mean an Award of cash or other Awards with a Fair Market Value
equal to the dividends which would have been paid on the Common Shares underlying an outstanding
Award of Restricted Stock Units had such Common Shares been outstanding.




“Effective Date” has the meaning set forth in Section 21.



“Eligible Person(s)” shall mean those persons who are full or part-time employees of the
Company or other individuals who perform services for the Company, including, without limitation,
directors who are not employees of the Company and consultants and independent contractors who
perform services for the Company.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as it now exists or may be
amended from time to time, and the rules promulgated thereunder, as they may exist or may be
amended from time to time.



“Fair Market Value” shall mean (i) with respect to the Common Shares, as of any date (A) if
the Company’s Common Shares are listed on any established stock exchange, system or market, the
closing market price of the Common Shares as quoted in such exchange, system or market on such date
as reported in the Wall Street Journal or such other source as the Committee deems reliable or (B)
in the absence of an established market for the Common Shares, as determined in good faith by the
Committee or (ii) with respect to property other than Common Shares, the value of such property, as
determined by the Committee, in its sole discretion.



“Incentive Stock Option” shall mean a Stock Option that is an incentive stock option as
defined in Section 422 of the Code. Incentive Stock Options are subject, in part, to the terms,
conditions and restrictions described in Section 6.



“Nonqualified Stock Option” shall mean a Stock Option that is not an incentive stock option as
defined in Section 422 of the Code. Nonqualified Stock Options are subject, in part, to the terms,
conditions and restrictions described in Section 6.



“Other Alpha Securities” shall mean Alpha securities (which may include, but need not be
limited to, unbundled stock units or components thereof, debentures, preferred stock, warrants,
securities convertible into Common Shares or other property) other than Common Shares.


 


 









 





“Participant” shall mean an Eligible Person to whom an Award has been granted under this Plan.



“Performance Grant” shall mean an Award subject, in part, to the terms, conditions and
restrictions described in Section 9, pursuant to which the recipient may become entitled to receive
cash, Common Shares, Other Alpha Securities any other form of award issuable under this Plan
payment, or any combination thereof, as determined by the Committee.



“Permitted Transferee” means (i) any person defined as an employee in the Instructions to
Registration Statement Form S-8 promulgated by the Securities and Exchange Commission, as such Form
may be amended from time to time, which persons include, as of the date of adoption of this Plan,
executors, administrators or beneficiaries of the estates of deceased Participants, guardians or
members of a committee for incompetent former Participants, or similar persons duly authorized by
law to administer the estate or assets of former Participants, and (ii) Participants’ family
members who acquire Awards from the Participant other than for value, including through a gift or a
domestic relations order. For purposes of this definition, “family member” includes any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the Participant’s household
(other than a tenant or employee), a trust in which these persons have more than fifty percent of
the beneficial interest, a foundation in which these persons (or the Participant) control the
management of assets, and any other entity in which these persons (or the Participant) own more
than fifty percent of the voting interests. For purposes of this definition, neither (i) a transfer
under a domestic relations order in settlement of marital property rights, nor (ii) a transfer to
an entity in which more than fifty percent of the voting or beneficial interests are owned by
family members (or the Participant) in exchange for an interest in that entity is considered a
transfer for “value”.



“Person” means any individual, firm, corporation, partnership, limited liability company,
trust, incorporated or unincorporated association, joint venture, joint stock company, governmental
body or other entity of any kind.



“Plan” shall mean this Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan.



“Restricted Period” has the meaning set forth in subsection 8(b).



“Restricted Stock” shall mean an Award of Common Shares that are issued subject, in part, to
the terms, conditions and restrictions described in Section 8.



“Restricted Stock Units” shall mean an Award of the right to receive either (as the Committee
determines) Common Shares or cash equal to the Fair Market Value of a Common Share, issued subject,
in part, to the terms, conditions and restrictions described in Section 8.



“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under
the Exchange Act and any successor rule.


 


 









 





“Section 162(m)” shall mean §162(m) of the Code, any rules or regulations promulgated
thereunder, as they may exist or may be amended from time to time, or any successor to such
section.



“Section 409A” shall mean §409A of the Code, any rules or regulations promulgated thereunder,
as they may exist or may be amended from time to time, or any successor to such section.



“Section 422” shall mean §422 of the Code, any rules or regulations promulgated thereunder, as
they may exist or may be amended from time to time, or any successor to such section.



“Stock Appreciation Right” shall mean an Award of a right to receive (without payment to
Alpha) cash, Common Shares, Other Alpha Securities or property, or other forms of payment, or any
combination thereof, as determined by the Committee, based on the increase in the value of the
number of Common Shares specified in the Stock Appreciation Right. Stock Appreciation Rights are
subject, in part, to the terms, conditions and restrictions described in Section 7.



“Stock Option” shall mean an Award of a right to purchase Common Shares. The term Stock Option
shall include Nonqualified Stock Options, Incentive Stock Options and Purchased Options.



“Ten Percent Employee” shall mean an employee of Alpha or any parent or subsidiary of Alpha
who owns stock representing more than ten percent of the voting power of all classes of stock of
Alpha or any parent or subsidiary of Alpha within the meaning of Code Sections 424(e) and (f).



“Treasury Regulation” shall mean a final, proposed or temporary regulation of the Department
of Treasury under the Code and any successor regulation.