0000892569-08-001626 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 16th, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • Nevada

This Indemnification Agreement (this “Agreement”) dated the 12th day of November 2008, by and between United Fuel & Energy Corporation, a Nevada corporation (the “Company”), and Joseph M. Juliano, an individual (“Indemnitee”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 16th, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • Nevada

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made, effective as of the 12th day of November, 2008 (hereinafter the “Date of Grant”), between United Fuel & Energy Corporation, a Nevada corporation (the “Company”), and Joseph M. Juliano (the “Participant”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • California

This Amended and Restated Employment Agreement (this “Agreement”) dated as of December 9, 2008 (the “Effective Date”) is by and between United Fuel & Energy Corporation, a Nevada corporation (“Employer”), and Joseph M. Juliano (“Employee” and, together with Employer, the “Parties” and each individually, a “Party”).

The Incentive Stock Option Agreement Pursuant to the United Fuel & Energy Corporation 2005 Equity Incentive Plan
Incentive Stock Option Agreement • December 16th, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • Nevada

This Incentive Stock Option Agreement (this “Option Agreement”), is made as of November 12, 2008 between United Fuel & Energy Corporation, a Nevada corporation (the “Company”), and the above-named individual, an employee of the Company or one of its Subsidiaries (the “Optionee”), to record the granting of an incentive stock option pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”). Terms used herein that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Option Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.

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