This document constitutes part of the prospectus covering securities that have been registered under the Securities Act of 1933. Walter Energy, Inc. Long-Term Incentive Award Plan Restricted Stock Unit Award Agreement (3-Year Cliff Retention Award)

Exhibit 10.14.1

This document constitutes part of the prospectus covering
securities that have been registered under the Securities Act of 1933.

Walter Energy, Inc.
Long-Term Incentive Award Plan
Restricted Stock Unit Award Agreement

(3-Year Cliff Retention Award)

THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of restricted stock units (“RSUs”) by Walter Energy, Inc., a Delaware corporation (the “Company”), to the Participant named below, pursuant and subject to the provisions of the Amended and Restated 2002 Long-Term Incentive Award Plan of Walter Energy, Inc., as it may be amended from time to time (the “Plan”) and the additional terms set forth in this Agreement.  The Participant has been selected to receive a grant of RSUs pursuant to the Plan, as specified below.

The Plan provides a complete description of the terms and conditions governing the grant of RSUs.  If there is any inconsistency between the terms of this Agreement and the terms of the Plan, except as noted in Section 6 regarding a Change in Control, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.

All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

The parties hereto agree as follows:

1.           Vesting.  Subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the Vesting Date (as defined below), one hundred percent (100%) of the RSUs granted hereunder shall vest on the third anniversary of the Grant Date (such date, the “Vesting Date”).  The period from the Date of Grant through (and including) the Vesting Date shall be referred to herein as the “Period of Restriction.”

2.           Timing of Payout.  Payout of all vested RSUs shall occur as soon as administratively feasible after the Vesting Date, but in no event more than thirty (30) days thereafter.

3.           Form of Payout.  Vested RSUs will be paid out solely in the form of shares of stock of the Company.

4.           Voting Rights and Dividends. Until such time as the RSUs are paid out in shares of Company stock, the Participant shall not have voting rights.  Further, no dividends shall be paid on any RSUs.

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5.           Termination of Employment.  In the event of the Participant’s termination of employment with the Company or any of its Subsidiaries for any reason (including termination without cause or notice) during the Period of Restriction, all RSUs held by the Participant at the time of termination and still subject to the Period of Restriction shall be forfeited by the Participant to the Company without consideration as of the termination date and the Participant shall have no further rights with respect thereto.  Notwithstanding anything herein to the contrary, the Committee may, in its sole discretion, vest all or any portion of the RSUs held by the Participant.  If such vesting occurs, payout shall be made as soon as administratively feasible following the date of the Participant’s termination, but in no event more than thirty (30) days thereafter.

6.           Change in Control.  Notwithstanding anything to the contrary in the Plan and in accordance with the approval of the Board on the Date of Grant, in the event of a Change in Control of the Company during the Period of Restriction and prior to the Participant’s termination of employment, the Period of Restriction imposed on the RSUs granted hereunder shall not lapse.

7.           Non-Compete/Non-Solicit.  It is understood and agreed that the Participant will have substantial relationships with specific businesses and personnel, prospective and existing, vendors, contractors, customers, and employees of the Company and its Subsidiaries that result in the creation of customer goodwill.  Therefore, while the Participant is employed by the Company or any of its Subsidiaries and continuing for a period of twelve (12) months following the date of the Participant’s termination of employment for any reason, so long as the Company or any affiliate, successor or assign thereof is in the coal mining business or like business, anywhere in (a) Wales, (b) British Columbia or (c) any other Canadian province or territory in which Western Coal Corp. does business on the date of the Participant’s termination of employment (collectively, the “Restricted Area”), unless the Board approves an exception, the Participant shall not, directly or indirectly, either personally or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise:

(a)                                  Call upon, solicit, write, direct, divert, influence, or accept business (either directly or indirectly) with respect to any account or customer or prospective customer of the Company or any corporation controlling, controlled by, under common control with, or otherwise related to the Company, including but not limited to any other affiliated companies; or

(b)                                 Hire away any independent contractors or personnel of the Company and/or entice any such persons to leave the employ of the Company or its affiliated entities without the prior written consent of the Company.

8.           Restrictions on Transfer.  Unless and until actual shares of stock of the Company are received upon payout, RSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (a “Transfer”), except to a Permitted Assign.  If any Transfer, whether voluntary or involuntary, of RSUs is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the RSUs, the Participant’s right to such RSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse.  For purposes of this Agreement, the term “Permitted Assign” shall mean with respect to the Participant: (a) a trustee, custodian or administrator acting on behalf of, or for the benefit of, the Participant, (b) a holding entity of the Participant, (c) a registered retirement savings plan, registered retirement income fund or tax-free savings account of the Participant, (d) a spouse of the Participant, (e) a trustee, custodian or administrator acting on behalf of, or for the benefit of, the spouse of the Participant, (f) a holding entity of the spouse of the Participant, (g) a registered retirement savings plan, registered retirement income fund or tax-free savings account of the spouse of the Participant.

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9.           Recapitalization.  In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number and class of RSUs subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

10.        Beneficiary Designation.  Subject to Section 8, the Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit.  Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

11.        No Right to Continuation of Employment or Other Equity Awards.  This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Participant’s employment at any time.  The participation of the Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon the Participant any rights or privileges other than those rights and privileges expressly provided in the Plan.  In particular, participation in the Plan does not constitute a condition or employment or service, nor a commitment on the part of the Company or its Subsidiaries to ensure the continued employment or service of such Participant.  In addition, this grant of RSUs shall not confer any right upon the Participant to be granted RSUs or other Awards in the future under the Plan.

12.        Miscellaneous.

(a)                            This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky, state or provincial securities laws applicable to such shares.  It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(b)                           The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participant’s rights under this Agreement, without the written consent of the Participant.  Notwithstanding the foregoing, the Committee may, without obtaining the written consent of the Participant, amend this Agreement in any manner that it deems necessary or desirable to comply with the requirements of Section 409A of the Code or an exemption thereto.

(c)                            The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold and sell shares of Company stock having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld.

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The Company shall have the power and the right to deduct or withhold from the Participant’s compensation, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state, provincial and local taxes (including the Participant’s FICA obligation), domestic or foreign, required by law to be withheld with respect to any payout to the Participant under this Agreement.

(d)                           The Participant agrees to take all steps necessary to comply with all applicable provisions of federal, state and provincial securities laws in exercising his or her rights under this Agreement.

(e)                            This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, securities commissions, national securities exchanges or stock exchanges as may be required.

(f)                              This Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the RSUs granted hereunder.  This Agreement and the Plan supersedes any prior agreements, commitments or negotiations concerning the RSUs granted hereunder.

(g)                           All obligations of the Company under the Plan and this Agreement, with respect to the RSUs, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

(h)                           To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware.

[Rest of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date of Grant.

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