EX-10.7.A 4 l99079aexv10w7wa.txt EX-10.7(A) AMENDMENT #1 OF 1999 CHANGE IN CONTROL EXHIBIT 10.7(a) AMENDMENT NO. 1 OF THE BELDEN & BLAKE CORPORATION 1999 CHANGE IN CONTROL PROTECTION PLAN FOR KEY EMPLOYEES, AMENDED EFFECTIVE FEBRUARY 25, 2002 The Belden & Blake Corporation 1999 Change in Control Protection Plan for Key Employees (the "Plan"), originally effective August 1, 1999, is hereby amended, effective as of February 25, 2002, as follows: Amendment #1. Subsection (i) of Section 2.5 of the Plan is amended in its entirety to read as follows: (i) Prior to the occurrence of an underwritten public offering of the Company's equity securities, any of the following events occurs: (A) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (each, a "Person"), other than a Permitted Holder, becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of either the then outstanding shares of common stock ("Outstanding Common Stock") or the combined voting power of the Corporation's then outstanding Voting Stock; (B) Consummation by the Corporation of the sale or other disposition by the Corporation of at least seventy-five percent (75%) of all of the Corporation's assets by value, as reasonably determined by the Board, in a single transaction or a series of transactions occurring within a twelve-month period; or (C) Consummation by the Corporation of a merger, consolidation or other reorganization of the Corporation with any other Person, other than: (1) a merger, consolidation or other reorganization that would result in the Voting Stock of the Corporation outstanding immediately prior thereto (or, in the case of a reorganization or merger or consolidation that is preceded or accomplished by an acquisition or series of related acquisitions by any person, by tender or exchange offer or otherwise, of Voting Stock representing 50% or more of the combined voting power of all securities of the Corporation, immediately prior to such acquisition or the first acquisition in such series of acquisitions) continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50% of the combined voting power of the Voting Stock of the Corporation or such other entity outstanding immediately after such reorganization or merger or consolidation (or series of related transactions involving such a reorganization or merger or consolidation), or (2) a merger, consolidation or other reorganization effected to implement a recapitalization or reincorporation of the Corporation (or similar transaction) that does not result in a material change in beneficial ownership of the Voting Stock of the Corporation or its successor. . . . Amendment #2. Section 3.1 of the Plan is amended by adding a new subsection (c) to read as follows: (c) In the event that a Key Employee becomes entitled to the payment of Severance Pay under the Plan, unless otherwise agreed to in writing by the Company and the Key Employee, the Key Employee shall not be eligible to receive any benefits under any other severance plan, policy or arrangement of the Company and any Severance Pay payable under this Plan shall be offset by any benefit paid to the Employee under any other such plan, policy or arrangement. * * * * * Except as expressly amended above, the provisions of the Plan shall continue in full force and effect. EXECUTION To record the adoption of this Amendment to the Plan, Belden & Blake Corporation has caused its appropriate officers to affix its name and seal hereto as of the 26th day of February, 2002. ATTEST: BELDEN & BLAKE CORPORATION /s/ Duane D. Clark By: /s/ John L. Schwager ------------------ ---------------------------------------- Duane D. Clark John L. Schwager Secretary Title: President and Chief Executive Officer -2-