Exhibit
10.3


 


Confidential
Separation Agreement


 


This
Confidential Separation Agreement (“Agreement”) is entered into between Jim
Walter Resources, Inc., its successors, assigns, affiliates, insurers and
related entities, (hereinafter “Employer” or “Company”) and Michael T. Madden,
Vice President, Marketing, Transportation and Quality Control, for Jim Walter
Resources, Inc. hereinafter “Employee.” 
In consideration for the mutual promises set forth below, Employer and
Employee agree as follows:


 


WHEREAS,
it is agreed and understood that Employee’s service with the Company is to be
at will, and either Employee or the Company may terminate the employment
relationship at any time for any reason, with or without cause, and with or
without notice to the other.  Nothing
herein or elsewhere constitutes or shall be construed as a commitment to employ
Employee or pay Employee severance, other than what is stipulated in this
Agreement, for any period of time. 
Employee confirms that he has read and has fully understood the contents
of this covenant; and


 


WHEREAS,
Employee acknowledges and agrees that, as long as Employee is employed by the
Company, Employee will respect and safeguard the Company’s trade secrets and
confidential information including the contents of the Agreement, and,
furthermore, Employee acknowledges and agrees that, following his separation
from the Company, that Employee will not release or divulge any of the Company’s
trade secrets and/or confidential information, including the contents of this
Agreement, without the expressed written consent of the President of the
Company; and


 


WHEREAS,
the following restrictive covenants will be followed:


 


(a) Non-Compete.
It is understood and agreed that the Employer is in the coal mining and methane
gas business.  The nature and methods
employed in the Employer’s business are such that the Employee will have
substantial relationships with specific businesses and personnel, prospective
and existing, vendors, contractors, customers, and employees of the Employer that
result in the creation of customer goodwill. 
Therefore, following the termination of employment under this Agreement
for any reason and continuing for a period of one (1) year from the date
of such termination, so long as the Employer or any affiliate, successor or
assigns thereof carries on the name or like business within the Restricted Area
(including the states and/or countries Jim Walter Resources operates in as of
the Employee’s date of separation), Employee shall not, directly or indirectly,
for himself or herself or on behalf of, or in conjunction with, any other
person, persons, company, partnership, corporation, business entity or
otherwise:


 


1.               Call upon, solicit, write,
direct, divert, influence, or accept business (either directly or indirectly)
with respect to any account or customer or prospective customer of Employer or
any corporation controlling, controlled by, under common control with, or
otherwise related to Employer, including but not limited to Jim Walter
Resources, Inc. or any other affiliated companies; or


 


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2.               Hire away any independent
contractors or personnel of Employer and/or entice any such persons to leave
the employ of Employer or its affiliated entities without the prior written
consent of Employer.


 


(b) Non-Disparagement.  Following the termination of employment under
this Agreement for any reason and continuing for so long as the Employer or any
affiliate, successor or assigns thereof carries on the name or like business within
the Restricted Area, Employee shall not, directly or indirectly, for himself or
herself or on behalf of, or in conjunction with, any other person, persons,
company, partnership, corporation, business entity or otherwise:


 


1.               Make any statements or announcements
or permit anyone to make any public statements or announcements concerning
Employee’s termination with Employer, or


 


2.               Make any statements that are
inflammatory, detrimental, slanderous, or negative in any way to the interests
of the Employer or its affiliated entities.


 


NOW
THEREFORE, in consideration of the stipulated premises and mutual promises
herein contained, it is agreed as follows:


 


In
the event of Employee’s involuntary termination, other than for “cause,”
Employee will be eligible for severance benefits.  For purposes of this Agreement, “cause” is
defined as being serious misconduct (theft, dishonesty or assault), habitual
neglect of duty or incompetence, conduct incompatible with Employee’s duties or
prejudicial to Employer’s business and/or willful disobedience to the Employer’s
orders.


 


The
severance benefits for which Employee would be eligible are:


 


·                  Twelve months
of salary continuance at Employee’s base rate of pay at the time of
termination.


 


·                  Twelve months
of continuing fringe benefits to the extent plans permit continued
participation.  In any event, health and
life insurance will continue for the period of Employee’s contractual severance
and the COBRA election period will not commence until the expiration of that
period.


 


Agreed
to and executed this 24th day of October, 2006.


 


 


	
  /s/
  George Richmond

  	
   

  	
  /s/
  Michael T. Madden

  
	
  George
  Richmond

  	
   

  	
  Michael
  T. Madden

  
	
  Chief
  Executive Officer

  	
   

  	
  Vice
  President, Marketing,

  
	
  Jim
  Walter Resources, Inc.

  	
   

  	
  Transportation &
  Quality Control

  
	
   

  	
   

  	
  Jim
  Walter Resources, Inc.

  



 


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