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Exhibit 10.09 (b)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement ("Amendment No. 1"), dated
as of December 1, 1999, amends that certain Employment Agreement (the
"Employment Agreement") dated May 4, 1998, by and between Equitable Resources,
Inc., a Pennsylvania corporation (the "Company"), and Xxxxx X. Xxxxxx, an
individual (the "Executive");
WITNESSETH:
WHEREAS, in connection with the Executive's employment pursuant to the
Employment Agreement, the Company and Executive entered into a Change of Control
Agreement dated May 4, 1998 ("Change of Control Agreement") and a
Post-Termination Confidentiality and Non-Competition Agreement dated May 4, 1998
("Non-Competition Agreement"), copies of which are attached to the Employment
Agreement as Appendix A and Appendix B, respectively; and
WHEREAS, the Company and the Executive desire to enter into a new
Change of Control Agreement, substantially in the form attached hereto as
Exhibit A (the "New Change of Control Agreement") and an amended Non-Competition
Agreement, substantially in the form attached hereto as Exhibit B (the "Amended
Non-Competition Agreement"); and
WHEREAS, in order to coordinate the terms of the Employment Agreement
with the execution of the New Change of Control Agreement and the Amended
Non-Competition Agreement, the Company and the Executive desire to enter into
this Amendment No. 1;
NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound, the Company and the Executive agree as follows:
1. Section 3(e) of the Employment Agreement is amended by deleting
the Change of Control Agreement referred to therein and attached thereto as
Appendix A, and substituting the New Change of Control Agreement attached hereto
as Exhibit A. All references in the Employment Agreement to the "Change of
Control Agreement" shall, from the date of this Amendment No. 1 and thereafter,
refer to the New Change of Control Agreement attached hereto as Exhibit A.
2. Section 3(f) of the Employment Agreement is amended by deleting
the Post-Termination Confidentiality and Non-Competition Agreement referred to
therein and attached thereto as Appendix B, and substituting the Amended and
Restated Post-Termination Confidentiality and Non-Competition Agreement attached
hereto as Exhibit B. All references in this Employment Agreement to the
"Post-Termination Confidentiality and Non-Competition Agreement" shall, from the
date of this Amendment No. 1 and thereafter, refer to the Amended and Restated
Post-Termination Confidentiality and Non-Competition Agreement attached hereto
as Exhibit B.
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3. Section 8(e) of the Employment Agreement is amended by deleting
the first sentence thereof and substituting the following therefor: If the
Executive receives payment of benefits under the Change of Control Agreement (as
set forth in Appendix A hereto) following his termination of employment, then
its terms shall control and he shall not receive the base salary compensation
benefits provided under paragraph (a) of this Section 8 nor shall he receive
benefits under the Post-Termination Confidentiality and Non-Competition
Agreement which shall thereupon terminate and be of no further force or effect.
4. All other terms of the Employment Agreement shall be unaffected
by this Amendment No. 1 and shall remain in full force and effect.
5. This Amendment No. 1 shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 as of the date first above set forth.
EQUITABLE RESOURCES, INC.:
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Sr. Vice President and Chief Administrative Officer
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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