EXHIBIT 10.4
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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THAT EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of November,
1993, by and between THE WISER OIL COMPANY, a Delaware corporation, and XXXXXXXX
X. XXXX is hereby amended in the following respects only:
FIRST: Section 1.02 of the Agreement is hereby amended by restatement in
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its entirety to read as follows:
1.02. Term. Subject to the terms and provisions of Article II
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hereof, Employee's employment hereunder shall be extended and shall
continue through the close of business on March 31, 2000.
SECOND: Section 1.05 of the Agreement is hereby amended by redesignating
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as subsection (b) the second subsection appearing therein designated as
subsection (a), redesignating as subsection (c) the subsection therein
designated as subsection (b), and restating 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 illness, disability or
death of Employee within twelve months following a Change of Control of the
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 1.06.
THIRD: Article I of the Agreement is hereby amended to add a new Section
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1.06 to the end thereof to read as follows:
1.06. Certain Additional Payments by the Company. Anything in this
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Agreement to the contrary notwithstanding, if it shall be determined
that any payment or distribution by the Company to or for the benefit
of Employee (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise) but determined
without regard to any additional payments required pursuant to this
Section 1.06 (a "Payment") would be subject to the excise tax imposed
by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any interest or
penalties are incurred by Employee with respect to such excise tax (such
excise tax, together with any such interest and penalties, hereinafter
collectively referred to as the "Excise Tax"), then Employee shall be
entitled to receive an additional payment from the Company (a "Gross-Up
Payment") in an amount such that after payment by Employee of all taxes
(including any interest or penalties with respect to such taxes),
including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, Employee retains an amount of Gross-Up Payment equal to
the Excise Tax imposed upon the Payments.
IN WITNESS WHEREOF, this Amendment has been executed this 20th day of May,
1997, to be effective as of April 1, 1997.
/s/ Xxxxxxxx X. Xxxx
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XXXXXXXX X. XXXX
THE WISER OIL COMPANY
By /s/ Xxxxxx X. Xxxxx, Xx.
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Title: President
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