EXHIBIT 10.4c
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
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For good and valuable consideration, the receipt of which is hereby
acknowledged, that EMPLOYMENT AGREEMENT made as of the 1st day of August, 1994,
by and between THE WISER OIL COMPANY OF CANADA, a Canadian corporation (the
"Company"), and XXXXX X. XXXXX ("Employee") (as amended, the "Agreement") is
hereby amended in the following respects only:
FIRST: Section 2.05 of the Agreement is hereby amended by restating
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subsection (a) thereof in its entirety to read as follows:
(a) If Employee's employment with the Company is terminated by the
Company or by Employee for any reason (other than by the Company for Cause
or by reason of the death of Employee) within twelve months following a
Change of Control of the Company or the Parent Company, Employee shall be
paid, within 30 days following such termination, an amount in cash equal to
the sum of (i) Employee's Base Salary at the time of his termination of
employment multiplied by three, (ii) the amount equal to the premium cost
or other amount paid by the Company during the one-year period preceding
Employee's termination of employment to provide Employee with (A) life,
health and disability insurance benefits, and (B) the use of an automobile
for such year, and (iii) the amount of the additional payment, if any,
determined pursuant to Section 1.05. If Employee's employment with the
Company is terminated under circumstances in which the provisions of this
Section 2.05(a) and Section 2.04 are applicable, the provisions of this
Section 2.05(a) shall control with respect to the amounts payable to
Employee as a result of such termination.
SECOND: Section 2.05(b) is hereby amended to add a new paragraph (6) to
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the end thereof to read as follows:
(6) "Cause" shall mean a termination of Employee's employment pursuant
to Section 2.03 on the basis of actual fraud or embezzlement by Employee in
respect of the Company or its affiliates.
THIRD: Section 2.01 of the Agreement is hereby amended by restating the
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last sentence thereof in its entirety to read as follows:
Upon delivery to Employee of such notice, together with payment of any
Base Salary accrued to the date of termination under Section 1.03 hereof,
Employee's employment and
all obligations of the Company under Article I hereof (other than its
obligations, if any, under Sections 1.05 and 2.05) shall forthwith
terminate.
FOURTH: Section 2.03 of the Agreement is hereby amended by restating the
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last sentence thereof in its entirety to read as follows:
Upon such termination, Employee shall be entitled to any Base Salary
accrued under Section 1.03 hereof, and all of the Company's obligations
under Article I hereof (other than its obligations, if any, under Sections
1.05 and 2.05) shall forthwith terminate.
IN WITNESS WHEREOF, this Amendment has been executed and is effective as of
the 1st day of January, 1999.
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XXXXX X. XXXXX
THE WISER OIL COMPANY OF CANADA
By
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Name:
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Title:
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