Exhibit 10.11(a)
EMPLOYMENT
AGREEMENT
AMENDMENT
WHEREAS, by letter dated
August 29, 2001, Cabot Oil & Gas Corporation (the
“Company”) made an offer of employment to
Mr. Dan O. Dinges (“Employee”) to serve as
President and Chief Operating Officer of the Company and, having
accepted this offer of employment, Employee endorsed such letter by
affixing his signature thereto on September 17, 2001;
and
WHEREAS, such letter sets forth the
terms of the compensation and benefits arrangement applicable to
Employee’s service with the Company and constitutes a binding
agreement (the “Agreement”) between the Company and
Employee; and
WHEREAS, the Company and Employee
now desire to amend the Agreement to reflect the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended,
and the related regulations and guidance thereunder (collectively,
“Section 409A”) and to provide for the treatment of
certain equity awards in a manner consistent with the
Company’s current practices;
NOW, THEREFORE, the Company and
Employee hereby amend the Agreement, effective as of
December 31, 2008, as follows:
1. The second sentence of the first
paragraph of the fifth bullet point in the Agreement is amending by
deleting clause (i) thereof and replacing it with a new clause
(i), as follows:
“(i) a lump-sum cash payment
equal to the sum of (a) two times your base salary and
(b) two times your annual target bonus; provided, however,
that such payment shall be made on the 15th business day following
the date of your termination of employment unless you are treated
by the Company as a specified employee within the meaning of
Section 409A on the date of your termination, in which case
the payment of this amount shall be made on the 15th business day
following the earlier of (i) the expiration of six months from
the date of your termination of employment or (ii) your
death;”.
2. The second sentence of the first
paragraph of the fifth bullet point in the Agreement is amended by
adding at the end of the sentence the following:
“(v) full vesting of all of
your performance shares at 100% payout, to be settled as provided
in the applicable award documents and (vi) full vesting of all
your stock appreciation right (“SAR”) awards from the
Company.”
3. The third sentence of the first
paragraph of the fifth bullet point in the Agreement is amended by
deleting the sentence and replacing it with the
following:
“The stock options and the
SARs will continue to be exercisable until the earlier of
(a) the third anniversary of the date of your termination or
(b) the date on which the stock option or SAR would have
expired had you remaine
