Exhibit 10.16
SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS SECOND AMENDMENT (the
“Amendment”), made and entered into effective as of
December 31, 2008, by and between GEOMET, INC., a Delaware
corporation (the “Company”), and WILLIAM C. RANKIN (the
“Employee”),
WITNESSETH THAT:
WHEREAS, the Company and the
Employee entered into an Employment Agreement dated
December 7, 2000, as amended on March 13, 2007 (the
“Employment Agreement”); and
WHEREAS, the Company and the
Employee now desire to amend the Employment Agreement to make
certain changes;
NOW, THEREFORE, in consideration of
the premises, the parties do hereby agree as follows:
1. Paragraph 6(d) of the Employment
Agreement is hereby amended by restatement in its entirety to read
as follows:
(d) Without Cause Termination and
Good Reason Termination. If the Employee’s employment
hereunder is terminated by reason of a Without Cause Termination or
a Good Reason Termination, the Company shall pay to the Employee 18
month’s Base Salary at the Employee’s last current rate
(the “Cash Severance Amount”). The Cash Severance
Amount shall be paid to the Employee (or to the Employee’s
estate, in the event of Employee’s death following his
termination of employment hereunder) within thirty (30) days
after the date of the Employee’s Separation from Service (as
defined in Paragraph 6(i) below). The Company shall also pay to the
Employee on the tenth day following the Employment Termination Date
the Employee’s Base Salary, reimbursable expenses and
vacation accrued but unpaid through the Employment Termination
Date. The Company, at its expense, shall also pay or reimburse the
Employee for the COBRA premiums paid or incurred by the Employee
for the medical and dental care COBRA continuation coverage elected
by the Employee pursuant to Section 601 of the Employee
Retirement Income Security Act of 1974, as amended, for himself
and, where applicable, his eligible dependents, for a period of
eighteen (18) months following the end of the month during
which the Employment Termination Date occurred; provided, however,
that such payments or reimbursements shall terminate if the
Employee becomes eligible to elect coverage for medical and dental
care benefits under a welfare plan of another employer, and the
Employee shall be obligated hereunder to promptly report such
eligibility to the Company.
2. A new Paragraph 6(i) is hereby
added to the Employment Agreement immediately following its
Paragraph 6(g) to read as follows:
(i) The severance pay and severance
benefits provided under this Agreement are intended to be exempt
from Section 409A of the Internal Revenue Code of 1986,
as
amended (“Code
Section
