AMENDMENT TO DIRECTOR DEFERRED COMPENSATION AGREEMENT[S]
Exhibit
10.38
AMENDMENT
TO
THIS
AMENDMENT TO THE DIRECTOR DEFERRED COMPENSATION AGREEMENT[S] (the "Amendment") is made
and entered into as of November __, 2008, by and between Alpha Natural
Resources, Inc., a Delaware corporation (including its successors, the
"Company"), and [Xxxxxx
Xxxxxxx, E. Xxxx Xxxxxx, Xx. or Xxxx X. Xxx, Xx.]
("Director").
WHEREAS,
Director and the Company entered into [that/those certain Director Deferred
Compensation Agreement[s], dated February 28, 2008 (for Xx. Xxxxxxx)/August 15,
2006, December 18, 2006, and December 12, 2007 (for Xx. Xxxxxx)/ August 11,
2006, December 11, 2006 and December 12, 2007 (for Xx. Xxx)]
(collectively, the "Agreement[s]"), and the Director and
the Company wish to amend the Agreement[s] in this
Amendment.
NOW
THEREFORE, in consideration of the mutual promises contained herein, the
Director and the Company hereby agree as follows:
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1.
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The
first part of Section 4(c)(i) [and 4(c)(iii) with respect to
the 2006 Agreements of Messrs. Xxxxxx and Xxx] of the Agreement is
hereby deleted in its entirety and replaced with the
following:
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"Notwithstanding
any provision herein to the contrary, the Director shall receive the value of
his Director Accounts (Share Units to be valued at the then fair market value as
determined by the Board) in a single lump sum cash payment, on or within 30 days
of, the date of any of the following events (each, a "Change in
Control"):"
2. Any
capitalized term contained herein that is not defined in this Amendment shall
have the meaning as set forth in the [applicable]
Agreement.
3. Except
as amended hereby, the Agreement[s] shall remain in full force
and effect.
IN WITNESS WHEREOF, this Amendment is
effective as of the date set forth above.
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DIRECTOR
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COMPANY
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____________________________________
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By:_________________________________
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Name:
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Name: Xxxxxxx
X. Xxxxxxx
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Title: Chief
Executive Officer
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