Exhibit 10.2
First
Amendment
to
Amended and Restated Severance Agreement
WHEREAS , Edge
Petroleum Corporation (the “Company”) and
(“Employee”) previously entered into a Severance
Agreement and most recently amended such agreement as of the date
stated therein (as amended, the “Amended and Restated
Severance Agreement”); and
WHEREAS , the
Company and Employee wish to further amend the Amended and Restated
Severance Agreement regarding “Welfare Benefit
Coverage”; and
WHEREAS , in
consideration for Employee’s agreement to enter into this
First Amendment to the Amended and Restated Severance Agreement,
the Company will, upon the occurrence of a Change of Control (as
defined in Section 1(b) of the Amended and Restated
Severance Agreement and further clarified in this Amendment),
automatically vest any Restricted Stock Award that is outstanding
as of the date of such Change of Control.
NOW THEREFORE , in
consideration of the mutual promises set forth in this amendment,
the Company and Employee, intending to be legally bound, hereby
agree as follows, all effective as of July 14, 2008.
1.
Paragraph 1(b) of the Amended and Restated Severance Agreement
is amended by deleting subparagraph (i) and replacing it with
the following paragraph:
“(i)
The Company (A) shall not be the surviving entity in any
merger, consolidation or other reorganization (or survives only as
a subsidiary of an entity other than a previously wholly-owned
subsidiary of the Company) or (B) is to be dissolved and
liquidated, and as a result of or in connection with such
transaction which for the avoidance of doubt, applies to
(A) and (B), the persons who were directors of the Company
before such transaction shall cease to constitute a majority of the
Board;”
2.
Paragraph 1(k) of the Amended and Restated Severance Agreement
is deleted.
3.
Paragraphs 3(d) and 3(e), respectively, of the Amended and
Restated Severance Agreement are redesignated as Paragraphs
3(f) and 3(g), respectively.
4.
Paragraph 3(c) of the Amended and Restated Severance Agreement
is amended by deleting that Paragraph in its entirety and replacing
it with the following Paragraphs:
“(c)
Employee and, if applicable, his or her eligible dependents who are
covered under the Company’s medical, dental or vision plans
(collectively, the “Company Group Health Plans”) as of
the date on which Employee’s Involuntary Termination occurs
shall be entitled to elect to continue coverage under the Company
Group Health Plans in accordance with section 4980B of the Code and
sections 601-607
et seq . of the Employee
Retirement Income Security Act of 1974, as amended
(“COBRA”), or similar provisions of applicable state
continuation coverage laws. If and to the extent that
Employee and/or his or her eligible dependents elect COBRA coverage
then, during the Continuation Period (defined below), Employee and,
if applicable, his or her covered dependents shall be required to
pay the active employee rates applicable to similarly situated
active employees for the applicable type and level of coverage
under the applicable Company Group Health Plans (the
