Exhibit 10.6(b)
AMENDMENT NO. 2
TO
AGREEMENT FOR
SERVICES
This Amendment
No. 2 (the “Amendment”) to the Agreement for
Services is made an entered into as of this 18
th
day of December,
2008, by and between Atlas America, Inc. (“AAI”) and
Richard Weber.
RECITALS
WHEREAS, AAI and Mr. Weber (the
“Parties”) entered into an Agreement for Services dated
April 5, 2006 (the “Agreement”); and
WHEREAS, the Parties wish to amend
certain provisions of the Agreement.
NOW, THEREFORE, in consideration of
the premises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
FIRST: Section 4(d)(ii) of the
Agreement is hereby replaced in its entirety with the
following:
(ii) Expenses . The Company
shall reimburse you for all reasonable and necessary expenses
incurred by you in carrying out your duties under this Agreement.
You shall present to the Company, from time to time, an itemized
account of such expenses in such form as may be required by the
Company. All expenses shall be reimbursed no later than the 15th
day of the third month following the end of the year in which the
expense is incurred.
SECOND: Section 5(d) of the
Agreement is hereby replaced in its entirety with the
following:
(d) You become
disabled by reason of physical or mental disability for more than
one hundred eighty (180) days in the aggregate or a period of
ninety (90) consecutive days during any 365-day period, and it
is expected that the physical or mental disability will last at
least 12 consecutive months, and the Board determines, in good
faith based upon medical evidence, that you, by reason of such
physical or mental disability, are rendered unable to perform your
duties and services hereunder (a “Disability”). You
agree to provide your medical records and to submit to a medical
examination so that the Board may make its determination. A
termination of your employment by the Company for Disability shall
be communicated to you by written notice and shall be effective on
the 30 th day after your receipt of such
notice (the “Disability Effective Date”) unless you
return to full time performance of your duties before the
Disability Effective Date.
THIRD: Section 5(f) of the
Agreement is hereby replaced in its entirety with the
following:
(f) A voluntary Separation from
Service for “Good Reason” upon thirty
(30) days’ prior written notice to the Company. A
“Separation from Service” shall mean your termination
of employment with the Company beginning on your Date of
Termination (as defined in Section (i) below). “Good
Reason” shall mean: (i) any material breach of this
Agreement by the Company that is not remedied by the Company
promptly after receipt of written notice from you; (ii) a
reduction of your Base Salary; (iii) a material diminution in
your authority, duties, or responsibilities. For purposes of this
Agreement, a material diminution shall include a demotion from
President and Chief Operating Officer of the Company, provided,
however, that Termination by you for Good Reason shall be effective
only if such failure has not been cured within thirty
(30) days after notice of such failure has been given to the
Company. A termination of your employment for Good Reason shall be
effectuated by giving the Company written notice (“Notice of
Termination for Good Reason”) of the termination within three
(3) months of the event constituting Good Reason, setting
forth in reasonable detail the specific conduct of the Company that
constitutes Good Reason and the specific provision(s) of this
Agreement on which you rely;
FOURTH: Section 6(c) of the
Agreement is hereby replaced in its entirety with the
following:
(c) By the Company Other than for
Cause or Death; by you for Good Reason . If, during the Contract Period, the Company
terminates your employment, other than for Cause or Death, or you
terminate employment for Good Reason, the Company shall pay to you,
amounts equal to compensation and benefits set forth in Sections 4
and 6 as if you had remained employed by the Company pursuant to
this Agreement, all such sums to be payable beginning on the day
following your Date of Termination at the time when the same would
have become due and payable if Termination had not occurred;
provided, that the Bonus portion shall be equal to the
pro
