THE PRINCIPAL EXECUTIVE
OFFICE OF THE COMPANY AND TO PARTICIPANT AT THE ADDRESS LAST APPEARING IN THE
PERSONNEL RECORDS OF THE COMPANY FOR PARTICIPANT OR TO EITHER PARTY AT SUCH
OTHER ADDRESS AS EITHER PARTY HERETO MAY HEREAFTER DESIGNATE IN WRITING TO THE
OTHER.
ANY SUCH NOTICE SHALL BE DEEMED EFFECTIVE UPON RECEIPT THEREOF BY THE
ADDRESSEE.
10.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE STOCKHOLDERS
AGREEMENT AND THE PLAN, EMBODIES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR ORAL OR
WRITTEN AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF.
11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS
OF LAWS.
12.
SIGNATURE IN COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE
SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
FOUNDATION COAL HOLDINGS, INC.
By:
Its: Sr. VP Safety and Human Resources
Participant's Name
2