Exhibit 10.21
July 7, 2004
Mr. Duane Clark,
Vice President, Secretary of Legal Affairs
Beldon & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 47720
Re: Waiver of Certain
Rights to Payments or Benefits Pursuant to Section 6.05(a) of
the
“Agreement and Plan of Merger dated as of June 15, 2004
by and among Capital C Energy
Operations, L.P., Capital C Ohio, Inc. and Belden & Blake
Corporation” (“Merger Agreement”).
Dear Mr. Clark:
Effective July 1, 2004, I
entered into an employment agreement (“2004 Schwager
Employment Agreement”) with Belden & Blake Corporation
(“Company”) under which certain payments and benefits
are due to me on account of my employment with the
Company.
On June 25, 2004, the
Company’s shareholders approved the Merger Agreement. Under
Section 6.05(a) of the Merger Agreement, the Company is
required to pay the cash and make available to me the benefits
disclosed in the Company Disclosure Schedule attached to and made
part of the Merger Agreement. Specifically these are:
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One
Million Dollars ($1,000,000) in cash at the Closing; and
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Salary continuation for 30 days
from the termination notice per the 2004 Schwager Employment
Agreement; and
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Any
remaining bonus, benefits and expense reimbursements (including
applicable “tax gross ups”), including purchase of my
personal vehicle, due per the 2004 Schwager Employment Agreement;
and
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Medical benefits due for two years
after termination at the Company’s expense, plus a
continuation of coverage for myself until Medicare age for myself
and contin
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