EXHIBIT 10.1
STOCK OPTION AGREEMENT
BETWEEN
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AND
FARRALD AND ▇▇▇▇▇▇ ▇▇▇▇▇▇
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), dated as of March 4, 2004,
is made by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Optionor") and ▇▇▇ ▇▇▇
("Optionee").
In consideration of ten dollars and no/100ths and other good and
valuable consideration, Optionor hereby grants to the Optionee, its successors
and assigns, the right to purchase and receive from Optionor up to an aggregate
of 5,000,000 shares (the "Shares") of common stock of National Coal Corp. or its
successors on the terms herein provided (the "Option").
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
for the purposed of defining the terms and provisions of this Agreement and the
Option hereby granted, Optionor and Optionee hereby agree as follows:
1. Terms of Exercise.
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The Option granted herein may be exercised by Optionee in whole or in part
at any time after June 1, 2004 and 5:00 p.m. on or before March 31, 2005 at $.20
per share. Optionee may exercise the Option from time to time by delivering to
"Escrow Agent" (identified below) $.20 for each Share (the "Exercise Price") for
which Optionee is exercising the Option. Payments shall be made to Optionor by
bank check or wire transfer. Upon receipt by Escrow Agent of Optionee's payment,
Escrow Agent shall transfer the number of Shares so purchased upon the exercise
of the Option.
2. Purchase Schedule and Pricing Conditions.
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A) Duly executed certificates representing the shares shall be held by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Escrow Agent, who shall transfer the shares purchased upon
concurrent payment of the purchase price to Optionor.
B) Optionee must purchase the shares within the time period and at exercise
price as specified in paragraph 1. Failure to exercise the purchase within the
time period shall cause the option to purchase the shares to be null and void.
C) Optionee shall give 30 days written notice prior to exercise to the
option in whole or in part.
3. Representations, Warranties, and Covenants of Optionor.
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Optionor hereby represents and warrants, as of the date of this Agreement
and as of each date upon which Optionee exercises the Option, as follows:
A) None of the representations or warranties made by Optionor contains any
untrue statement of material fact, or omits to state any material fact necessary
to make the statements made, in the light of the circumstances under which they
were made, not misleading.
B) Optionor owns all right, title, and interest to the Shares, and the
Shares are and will be free and clear of any and all liens, claims, and
encumbrances of any kind or nature.
4. Unregistered Securities.
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The Shares have not been registered under the Securities Act of 1933, as
amended and are currently restricted shares.
5. Notices. Any notice pursuant to this Agreement by Optionor or
Optionee shall be in writing and shall be deemed to have been duly given if
delivered personally with written receipt acknowledged or mailed by certified
mail five days after mailing, return receipt requested:
If to Optionee:
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If to Optionor:
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Any party hereto may from time to time change the address to which
notices to it are to be delivered or mailed hereunder by notice in accordance
herewith to the other party.
6. All the covenants and provisions of this Agreement by or for the
benefit of Optionee or Optionor shall bind and inure to the benefit of their
respective successors and assigns hereunder.
7. Applicable Law.
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This Agreement shall be deemed to be a contract made under the laws of the
State of Colorado and for all purposes shall be construed in accordance with the
laws of said state.
8. In the event legal action is necessary to enforce this Agreement,
the prevailing party shall be entitled to an award of all its reasonable
attorney's fees and costs incurred in connection with enforcement of this
Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.
OPTIONEE: OPTIONOR:
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