AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment
(the “Amendment”) to the Employment Agreement, dated as
of October 31, 2007 (the “Agreement”), by and
between Patriot Coal Corporation , a Delaware corporation
(the “Company”), and the undersigned executive (the
“Executive”), is entered into as of the date set forth
on the signature page hereof. Terms not otherwise defined herein
shall have the meaning ascribed to them in the
Agreement.
WHEREAS, the
parties hereto desire to amend the Agreement as hereinafter set
forth.
NOW, THEREFORE,
in consideration of the mutual representations, warranties,
covenants and agreements contained in the Agreement, as amended,
and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
1. Section 2 of the Agreement is
hereby deleted in its entirety and replaced with the
following:
2. Term of
Employment . Executive’s term of employment under this
Agreement (the “Term of Employment”) shall commence on
the Commencement Date and shall continue until terminated as
provided in this Agreement.
2. Section 6.1 of the Agreement is
hereby deleted in its entirety and replaced with the
following:
Termination
of Employment for Any Reason . In the event of a termination of
Executive’s employment for any reason, the Company shall pay
to Executive (a) within five (5) business days following
the date of termination of Executive’s employment, a lump sum
equal to (i) Executive’s Base Salary earned on or prior
to the date of such termination but not yet paid to Executive in
accordance with the Company’s customary procedures and
practices regarding the salaries of senior executives,
(ii) any business expenses incurred by Executive and not yet
reimbursed by the Company under Section 5 above, as of the
date of such termination, (iii) any vacation time accrued but
unused as of the date of such termination, and (iv) any Bonus
earned but not yet paid for any calendar year prior to the date of
such termination and (b) any benefits accrued and vested under
any of the Company’s employee benefit programs, plans and
practices on or prior to the date of termination of
Executive’s employment (remuneration described in
(a) and (b) above are collectively referred to as the
“Accrued Obligations” herein) in accordance with the
terms of such programs, plans and practices.
3. Section 6.2(a) of the Agreement is
hereby deleted in its entirety and replaced with the
following:
Termination
Not for Cause or for Good Reason. (a) The Company or Executive may terminate
Executive’s Term of Employment at any time for any reason by
providing
1
written notice
to the other party at least thirty (30) days (or such other
number of days specified in this Agreement) in advance of the date
of termination of Executive’s employment. If Executive
terminates his employment for Good Reason, such notice shall
describe the conduct Executive believes to constitute Good Reason
and the Company shall have the opportunity to cure the Good Reason
within thirty (30) days of receiving such notice. If the
Company cures the conduct that is the basis for the potential
termination for Good Reason within such thirty (30) day
period, Executive’s notice of termination shall be deemed
withdrawn.
If
Executive’s employment is terminated (i) by the Company
other than for Cause (as defined in Section 6.3(b) hereof),
Disability (as defined in Section 6.4 hereof) or
dea
