Exhibit 10.12
Addendum to Jerry Richey’s
Offer Letter
This Addendum is made this 18th day
of December, 2008 between CONSOL Energy and P. Jerome
Richey.
WHEREAS, the parties previously
entered into an offer letter agreement dated February 11, 2005
(“ Offer Letter ”); and
WHEREAS, the parties wish to clarify
certain provisions of the Offer Letter solely with regard to
complying with Section 409A of the Internal Revenue Code of
1986, as amended.
NOW, THEREFORE, intending to be
legally bound hereby, the parties agree as follows:
1. Section 8 of the Offer
Letter is amended by deleting the last sentence thereof and
inserting the following provision at the end of such
Section:
“In order to receive the
severance payment, you must execute, and not revoke, a general
release of all claims in a form acceptable to CONSOL Energy within
thirty (30) days of your termination date. The cash portion of
the severance payment will be paid in a lump sum within sixty days
of your termination date after the release becomes
effective.”
2. The following new Section 11
if hereby added to the Offer Letter:
“Section 409A:
Severance benefits are payable only if you are involuntarily
terminated by the Employer without cause as provided under this
Offer Letter. For purposes of the Offer Letter, you shall be
considered to have experienced a termination of employment only if
your employment has terminated with CONSOL Energy and all of its
controlled group members within the meaning of Section 409A of
the Internal Revenue Code of 1986,
