EXHIBIT 10.1
FORM OF INDEPENDENT DIRECTOR
RESTRICTED STOCK AGREEMENT
FOUNDATION COAL HOLDINGS, INC.
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, is made effective as of
(the "Date of
Grant"), between Foundation Coal Holdings, Inc. (the "Company") and
. (the "Participant").
R E C I T A L S:
WHEREAS, the Company has adopted the Foundation Coal Holdings, Inc. 2004 Stock
Incentive Plan, as from time to time amended (the "Plan"), the terms of which
are hereby incorporated by reference and made a part of this Agreement; and
WHEREAS, the Committee has determined that it would be in the best interests of
the Company and its stockholders to grant the restricted Shares provided for
herein to Participant pursuant to the Plan and the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the parties agree as follows:
1.
DEFINITIONS.
WHENEVER THE FOLLOWING TERMS ARE USED IN THIS
AGREEMENT, THEY SHALL HAVE THE MEANINGS SET FORTH BELOW.
CAPITALIZED TERMS NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANINGS AS IN THE PLAN.
(A)
CAUSE:
"CAUSE" SHALL MEAN (I) PARTICIPANT'S CONTINUED FAILURE
SUBSTANTIALLY TO PERFORM PARTICIPANT'S DUTIES (OTHER THAN AS A RESULT OF TOTAL
OR PARTIAL INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS) FOR A PERIOD OF TEN
(10) DAYS FOLLOWING WRITTEN NOTICE BY THE COMPANY TO PARTICIPANT OF SUCH
FAILURE, (II) DISHONESTY IN THE PERFORMANCE OF PARTICIPANT'S DUTIES,
(III) PARTICIPANT'S CONVICTION OF, OR PLEA OF NOLO CONTENDERE TO, A CRIME
CONSTITUTING (X) A FELONY UNDER THE LAWS OF THE UNITED STATES OR ANY STATE
THEREOF OR (Y) A MISDEMEANOR INVOLVING MORAL TURPITUDE OR (IV) PARTICIPANT'S
WILLFUL MALFEASANCE OR WILLFUL MISCONDUCT IN CONNECTION WITH PARTICIPANT'S
DUTIES OR ANY ACT OR OMISSION WHICH IS INJURIOUS TO THE FINANCIAL CONDITION OR
BUSINESS REPUTATION OF THE COMPANY OR ANY OF ITS AFFILIATES.
(B)
DISABILITY:
"DISABILITY" SHALL MEAN PARTICIPANT BECOMES
PHYSICALLY OR MENTALLY INCAPACITATED AND IS THEREFORE UNABLE FOR A PERIOD OF SIX
(6) CONSECUTIVE MONTHS OR FOR AN AGGREGATE OF NINE (9) MONTHS IN ANY TWENTY-FOUR
(24) CONSECUTIVE MONTH PERIOD TO PERFORM PARTICIPANT'S DUTIES.
2.
GRANT OF SHARES.
THE COMPANY HEREBY GRANTS TO PARTICIPANT
SHARES, SUBJECT TO ADJUSTMENT AS SET FORTH IN THE PLAN.
THE
PARTICIPANT AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND
THE PLAN, AS AMENDED FROM TIME TO TIME.
3.
RESTRICTIONS ON TRANSFER OF SHARES.
EXCEPT AS OTHERWISE
DETERMINED BY THE COMMITTEE, THE SHARES CANNOT BE SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF DURING THE RESTRICTION PERIOD,
AND ANY SUCH PURPORTED ASSIGNMENT, TRANSFER, PLEDGE OR ENCUMBRANCE SHALL BE VOID
AND UNENFORCEABLE AGAINST THE COMPANY; PROVIDED THAT THE DESIGNATION OF A
BENEFICIARY SHALL NOT CONSTITUTE AN ASSIGNMENT, TRANSFER, PLEDGE OR
ENCUMBRANCE.
FOR PURPOSES OF THIS AGREEMENT, THE RESTRICTION PERIOD SHALL MEAN
THE PERIOD FROM THE DATE OF GRANT UNTIL THE FIFTH (5TH) ANNIVERSARY OF THE DATE
OF GRANT; PROVIDED, HOWEVER, THAT, SUBJECT TO THE PARTICIPANT'S CONTINUED
SERVICE AS A DIRECTOR OF THE COMPANY, THE RESTRICTION PERIOD SHALL LAPSE WITH