National Coal Corp. (NCOC)

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Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2010, the Board of Directors of National Coal Corp. (the "Company") authorized the amendment of certain stock option agreements previously issued to the Company's employees, officers and members of the Board of Directors pursuant to the Company's Amended and Restated 2004 National Coal Corp. Option Plan (the "Plan"). All of the Company's outstanding options, as well as the Company's form of Stock Option Agreement for future grants, were amended to provide for acceleration of vesting upon a change in control of the Company. Additionally, all options granted prior to January 1, 2009 were amended to reduce the exercise price to $1.14, $0.10 higher than the closing price of the Company's stock on January 8, 2010.

Prior to the repricing, many of the options had exercise prices well above the recent market prices of the Company's common stock as quoted on the NASDAQ Global Market. The Board of Directors amended these options for, and to realign the value of the issued options with, their intended purpose, which is to retain and motivate the Company's employees, officers and directors.

Messrs. Roling, Wagner, Snodgrass, Heinlein, Malys, Scott and Solochek, each of whom is a executive officer and/or member of the Board of Directors, have outstanding awards under the Plan.

Further, the Board of Directors approved new option grants to certain of the Company's employees and officers. These options vest in four equal annual installments beginning on January 8, 2011. The following options were issued to executive officers:

Name                    Options       Exercise Price    Position 
                                                         Senior VP Business Development and Chief 
 William Snodgrass        100,000     $           1.04   Operating Officer 
 Les Wagner                40,000     $           1.04   Acting Chief Financial Officer

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