Exhibit 10.15
ALPHA NATURAL RESOURCES, INC.
GRANTEE STOCK OPTION AGREEMENT
This Stock Option Agreement set forth below (this "AGREEMENT") is dated as
of the date of grant set forth below and is between Alpha Natural Resources,
Inc., a Delaware corporation ("ALPHA"), and the individual named as Grantee on
the signature page of this Agreement (the "GRANTEE").
Alpha has established its 2005 Long-Term Incentive Plan (the "PLAN") 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 Alpha and any parent, subsidiary
or affiliate of Alpha.
This Agreement evidences an option grant as follows:
GRANTED TO:
NUMBER OF SHARES:
EFFECTIVE DATE OF GRANT:
EXPIRATION DATE:
EXERCISE PRICE PER SHARE:
VESTING DATES: The Option Shares will vest and become exercisable as follows:
20% of the Option Shares initially granted (rounded down to the nearest
whole share) will vest at the close of business on the one-year
anniversary of the Effective Date of Grant set forth above; 20% of the
Option Shares initially granted (rounded down to the nearest whole
share) will vest at the close of business on the two-year anniversary
of the Effective Date of Grant set forth above; 20% of the Option
Shares initially granted (rounded down to the nearest whole share) will
vest at the close of business on the three-year anniversary of the
Effective Date of Grant set forth above; 20% of the Option Shares
initially granted (rounded down to the nearest whole share) will vest
at the close of business on the four-year anniversary of the Effective
Date of Grant set forth above; and all remaining unvested Option Shares
initially granted will vest at the close of business on the five-year
anniversary of the Effective Date of Grant set forth above. If a Change
of Control (as defined below) occurs, any unvested Option Shares shall
vest immediately prior to the consummation of the Change of Control.
Pursuant to the provisions of the Plan, the Board of Directors of Alpha
(the "BOARD") or a Committee designated by the Board (the "COMMITTEE") has full
power and authority to direct the execution and delivery of this Agreement in
the name and on behalf of Alpha. The Board or the Committee authorized the
execution and delivery of this Agreement. All capitalized terms not otherwise
defined in this Agreement have the same meaning given such capitalized terms in
the Plan.
AGREEMENT
The parties agree as follows:
SECTION 1. GRANT OF STOCK OPTION; TERM. Subject and pursuant to all terms
and conditions stated in this Agreement and in the Plan, Alpha hereby grants to
Grantee an option (the "OPTION") to purchase the number of shares of Alpha's
common stock, par value $0.01 per share (the "COMMON SHARES"), set forth above
(the "OPTION SHARES"), at the exercise price set forth above. Except as
otherwise provided in this Agreement or the Plan, unless otherwise determined by
the Committee the
Option may not be exercised after the earlier of (i) the close of business on
the expiration date set forth above and (ii) consummation of a Change in
Control. If a Change in Control is consummated, in connection with the
termination of the Option the Committee, in its sole discretion, may provide for
the (i) payment of an amount (in cash or, in the discretion of the Committee, in
the form of consideration paid to Alpha stockholders in connection with the
Change in Control) equal to the excess, if any, of the Fair Market Value of the
vested but unexercised Option Shares over the aggregate exercise price of such
Option Shares, and/or (ii) issuance of substitute Awards for the vested but
unexercised portion of the Option.
For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean (i) any
merger, consolidation or business combination in which the stockholders of Alpha
immediately prior to the merger, consolidation or business combination do not
own at least a majority of the outstanding equity interests of the surviving
parent entity, (ii) the sale of all or substantially all of Alpha's assets,
(iii) the acquisition of beneficial ownership or control of (including, without
limitation, power to vote) a majority of the outstanding Common Shares by any
person or entity (including a "group" as defined by or under Section 13(d)(3) of
the Exchange Act), (iv) the dissolution or liquidation of Alpha, (v) a contested
election of directors, as a result of which or in connection with which the
persons who were directors of Alpha before such election or their nominees cease
to constitute a majority of the Board, or (vi) any other event specified by the
Board or the Committee. Notwithstanding the forgoing, no transaction shall be
considered to have effected a Change of Control if (i) a majority of the equity
interests of the surviving parent entity is owned directly or indirectly by the
AMCI Parties (as defined in the Stockholders Agreement among Alpha and certain
of its stockholders, dated as of February 11, 2005) or by a private equity fund
controlled by First Reserve Corporation or its affiliates or (ii) entities
controlled by the AMCI Parties or by a private equity fund controlled by First
Reserve Corporation or its affiliates have the right to appoint a majority of
the board of directors of the surviving parent entity.
Grantee hereby accepts the Option on such terms and conditions, including,
without limitation, the confidentiality provisions set forth in Section 8 of
this Agreement. The Option is a [SELECT APPLICABLE OPTION TYPE AND DELETE
INAPPLICABLE OPTION TYPE: [Nonqualified Stock Option] [Incentive Stock Option]]
(as such term is defined in the Plan). Grantee shall, subject to the limitations
of this Agreement and the Plan, have the right to exercise the Option by
purchasing all or any part of the vested Option Shares then available for
purchase under the vesting schedule set forth above (less any Option Shares
previously purchased upon exercise of this Option).
SECTION 2. PROCEDURES FOR EXERCISE. In order to exercise all or any part
of the Option, Grantee shall deliver to Alpha: (i) written notice of the number
of vested Option Shares to be purchased, (ii) payment of the exercise price of
such Option Shares in the form of cash or, if permitted by the Committee: (A)
qualified Common Shares, (B) the surrender of another outstanding Award under
the Plan (C) if there is a public market for the Common Shares at such time,
subject to such rules as may be established by the Committee, through delivery
of irrevocable instructions to a broker to sell the Common Shares otherwise
deliverable upon the exercise of the Option and deliver promptly to Alpha an
amount equal to the aggregate exercise price payable for the Option Shares or
(D) any combination thereof, and (iii) payment of any required withholding
pursuant to Section 5. The Option shall be deemed to have been exercised as of
(i) the close of business on the date the required documents and required
consideration are received by Alpha or, (ii) if the exercise of the Option
occurs in connection with a Change of Control, then immediately prior to the
consummation of the Change of Control, provided the required documents and
required consideration are received by Alpha at or prior to the consummation of
the Change of Control. For purposes of this Section 2, Common Shares shall be
deemed to be "qualified" Common Shares if they have been held by Grantee for six
months or such other period as set from time to time by the Board or the
Committee. If Grantee disposes of Common Shares acquired upon the exercise of an
Incentive Stock Option either (i) within two years after the date of grant of
such Incentive Stock Option or (ii) within one
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year after the transfer of such Common Shares to the Grantee, then Grantee shall
notify Alpha of such disposition and of the amount realized upon such
disposition.
SECTION 3. TERMINATION OF EMPLOYMENT, RETIREMENT, DISABILITY OR DEATH.
(a) Vesting shall cease on the date Grantee ceases to be employed by
[ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: , or to
serve as a member of the Board of Directors of,] the Company and shall be
tolled during any period in which Grantee is on an approved leave of
absence from employment with the Company. Following Grantee's last day of
employment with [ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR
EMPLOYEES: , or service as a member of the Board of Directors of,] the
Company, this Option shall only be exercisable for the number of Option
Shares that are vested as of Grantee's last day of employment with [ADD
FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: , or service as
a member of the Board of Directors of,] the Company (less any Option
Shares previously acquired upon exercise of this Option).
(b) Except as provided in Section 3(c) or 3(d), following Grantee's
last day of employment with [ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY,
DELETE FOR EMPLOYEES: , or service as a member of the Board of Directors
of,] the Company, this Option may be exercised at any time and from time
to time within the lesser of (i) the 30 day period commencing on the first
day after Grantee's last day of employment with [ADD FOR NON-EMPLOYEE
BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: , or service as a member of the
Board of Directors of,] the Company or (ii) the remaining term of the
Option.
(c) If termination of employment [ADD FOR NON-EMPLOYEE BOARD MEMBERS
ONLY, DELETE FOR EMPLOYEES: or service as a member of the Board of
Directors] occurs due to death or disability while Grantee is an employee
[ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: or a
member of the Board of Directors] of the Company, then this Option may be
exercised at any time and from time to time within the lesser of (i) the
one year period commencing on the first day after Grantee's last day of
employment with [ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR
EMPLOYEES: , or service as a member of the Board of Directors of,] the
Company or (ii) the remaining term of the Option.
(d) If termination of employment occurs due to retirement at or
after normal retirement age, as prescribed from time to time by the
Company's retirement policy, or retirement under circumstances approved by
the Committee (either before or after retirement), then this Option may be
exercised at any time within the lesser of (i) the three month period
commencing on the first day after Grantee's last day of employment with
[ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: , or
service as a member of the Board of Directors of,] the Company, or, if
Grantee dies during the three month period commencing on the first day
after Grantee's last day of employment with [ADD FOR NON-EMPLOYEE BOARD
MEMBERS ONLY, DELETE FOR EMPLOYEES: , or service as a member of the Board
of Directors of,] the Company, then the one year period commencing on the
first day after Grantee's last day of employment with [ADD FOR
NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: , or service as a
member of the Board of Directors of,] the Company, or (ii) the remaining
term of the Option.
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SECTION 4. ISSUANCE AND DELIVERY OF OPTION SHARES; RIGHTS AS A
STOCKHOLDER. The stock certificate(s) representing Option Shares shall be issued
to Grantee subject to satisfaction of the applicable tax withholding
requirements set forth in Section 5. Alpha shall not issue stock certificate(s)
representing Option Shares if the administrator of the Plan or its authorized
agent determines, in its sole discretion, that the issuance of such
certificate(s) would violate the terms of the Plan, this Agreement or applicable
law. Except as otherwise provided in the Plan, no person shall be, or have any
of the rights or privileges of, a stockholder of Alpha with respect to any of
the Option Shares unless and until certificates representing such shares shall
have been issued and delivered to such person.
SECTION 5. INCOME TAXES. Grantee acknowledges that any income for federal,
state or local income tax purposes that Grantee is required to recognize on
account of the grant, vesting and/or exercise of the Option shall be subject to
withholding of tax by the Company. Grantee agrees that the Company may either
withhold an appropriate amount from any compensation or any other payment of any
kind then payable or that may become payable to Grantee, or require Grantee to
make a cash payment to the Company equal to the amount of withholding required
in the opinion of the Company. In the event Grantee does not make such payment
when requested, the Company may refuse to issue or cause to be delivered any
shares under this Agreement or any other incentive plan agreement entered into
by Grantee and the Company until such payment has been made or arrangements for
such payment satisfactory to the Company have been made. Grantee agrees further
to notify the Company promptly if Grantee files an election pursuant to Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to any
Option Shares.
SECTION 6. RIGHTS AS A GRANTEE. Neither the Plan nor this Agreement shall
be deemed to give Grantee any right to continue to be employed by [ADD FOR
NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: or perform services for]
the Company, nor shall the Plan or the Agreement be deemed to limit in any way
the Company's right to terminate the employment of [ADD FOR NON-EMPLOYEE BOARD
MEMBERS ONLY, DELETE FOR EMPLOYEES: or performance of services by] the Grantee
at any time.
SECTION 7. FURTHER ASSISTANCE. Grantee will provide assistance reasonably
requested by the Company in connection with actions taken by Grantee while
employed by the Company, including but not limited to assistance in connection
with any lawsuits or other claims against the Company arising from events during
the period in which Grantee was employed.
SECTION 8. CONFIDENTIALITY. Grantee acknowledges that the businesses of
the Company is highly competitive and that the Company's strategies, methods,
books, records, and documents, technical information concerning their products,
equipment, services, and processes, procurement procedures and pricing
techniques, the names of and other information (such as credit and financial
data) concerning former, present or prospective customers and business
affiliates, all comprise confidential business information and trade secrets
which are valuable, special, and unique assets which the Company uses in their
business to obtain a competitive advantage over competitors. Grantee further
acknowledges that protection of such confidential business information and trade
secrets against unauthorized disclosure and use is of critical importance to the
Company in maintaining its competitive position. Grantee acknowledges that by
reason of Grantee's duties to and association with the Company, Grantee has had
and will have access to and has and will become informed of confidential
business information which is a competitive asset of the Company. Grantee hereby
agrees that Grantee will not, at any time during or after employment [ADD FOR
NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: or service as a member of
the Company's Board of Directors], make any unauthorized disclosure of any
confidential business information or trade secrets of the Company, or
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make any use thereof, except in the carrying out of employment responsibilities
[ADD FOR NON-EMPLOYEE BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: or
responsibilities as a member of the Company's Board of Directors]. Grantee shall
take all necessary and appropriate steps to safeguard confidential business
information and protect it against disclosure, misappropriation, misuse, loss
and theft. Confidential business information shall not include information in
the public domain (but only if the same becomes part of the public domain
through a means other than a disclosure prohibited hereunder). The above
notwithstanding, a disclosure shall not be unauthorized if (i) it is required by
law or by a court of competent jurisdiction or (ii) it is in connection with any
judicial, arbitration, dispute resolution or other legal proceeding in which
Grantee's legal rights and obligations as an employee [ADD FOR NON-EMPLOYEE
BOARD MEMBERS ONLY, DELETE FOR EMPLOYEES: or director] or under this Agreement
are at issue; provided, however, that Grantee shall, to the extent practicable
and lawful in any such events, give prior notice to the Company of Grantee's
intent to disclose any such confidential business information in such context so
as to allow the Company an opportunity (which Grantee will not oppose) to obtain
such protective orders or similar relief with respect thereto as may be deemed
appropriate. Any information not specifically related to the Company would not
be considered confidential to the Company.
SECTION 9. SECURITIES LAWS. Grantee acknowledges that applicable
securities laws may restrict the right and govern the manner in which Grantee
may dispose of the Option Shares obtained upon exercise of the Option and
Grantee agrees not to offer, sell or otherwise dispose of any such shares in a
manner that would violate the Securities Act of 1933, as amended, or any other
federal or state law.
SECTION 10. PROHIBITION ON TRANSFER OR ASSIGNMENT. Except as provided in
the Plan, neither this Agreement nor the Option may be transferred or assigned,
other than an assignment by will or by laws of descent and distribution, and
this Option shall be exercisable during the Grantee's lifetime only by Grantee
or by such permitted assignee.
SECTION 11. BINDING EFFECT; NO THIRD PARTY BENEFICIARIES. This Agreement
shall be binding upon and inure to the benefit of the Company and Grantee and
their respective heirs, representatives, successors and permitted assigns. This
Agreement shall not confer any rights or remedies upon any person other than the
Company and the Grantee and their respective heirs, representatives, successors
and permitted assigns. The parties agree that this Agreement shall survive the
exercise or termination of the Option.
SECTION 12. AGREEMENT TO ABIDE BY PLAN; CONFLICT BETWEEN PLAN AND
AGREEMENT. The Plan is hereby incorporated by reference into this Agreement and
made a part hereof as though fully set forth in this Agreement. Grantee, by
execution of this Agreement, (i) represents that he or she is familiar with the
terms and provisions of the Plan and (ii) agrees to abide by all of the terms
and conditions of this Agreement and the Plan. Grantee accepts as binding,
conclusive and final all decisions or interpretations of the administrator of
the Plan upon any question arising under the Plan and this Agreement (including,
without limitation, the cause of any termination of Grantee's employment with
the Company). In the event of any conflict between the Plan and this Agreement,
the Plan shall control and this Agreement shall be deemed to be modified
accordingly.
SECTION 13. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties and supersedes any prior understandings,
agreements, or representations by or between the parties, written or oral, to
the extent they related in any way to the subject matter of this Agreement.
SECTION 14. CHOICE OF LAW. To the extent not superseded by federal law,
the laws of the state of Delaware (without regard to the conflicts laws of
Delaware) shall control in all matters relating to this
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agreement and any action relating to this agreement must be brought in state
and federal courts located in the Commonwealth of Virginia.
SECTION 15. NOTICE. All notices, requests, demands, claims, and other
communications under this Agreement shall be in writing. Any notice, request,
demand, claim, or other communication under this Agreement shall be deemed duly
given if (and then two business days after) it is sent by registered or
certified mail, return receipt requested, postage prepaid, and addressed to the
intended recipient at the address set forth below the recipient's signature to
this Agreement. Either party to this Agreement may send any notice, request,
demand, claim, or other communication under this Agreement to the intended
recipient at such address using any other means (including personal delivery,
expedited courier, messenger service, telecopy, ordinary mail, or electronic
mail), but no such notice, request, demand, claim, or other communication shall
be deemed to have been duly given unless and until it actually is received by
the intended recipient. Either party to this Agreement may change the address to
which notices, requests, demands, claims, and other communications hereunder are
to be delivered by giving the other party notice in the manner set forth in this
section.
SECTION 16. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
EXECUTED as of the date of grant set forth above.
ALPHA NATURAL RESOURCES, INC. GRANTEE
By
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Address: Address:
Alpha Natural Resources, Inc. ---------------------------------------
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000 ---------------------------------------
Attn: General Counsel
Social Security No.
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