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EXHIBIT 10.9
FIRST AMENDMENT TO
INCENTIVE STOCK OPTION AGREEMENT
THIS FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT is made this 28th day
of August, 1995 between Energy Corporation of America, a West Virginia
corporation, (hereinafter called the "Company") and J. XXXXXXX XXXXXX
(hereinafter called "FORBES").
WHEREAS, the Company and FORBES are parties to that certain Incentive Stock
Option Agreement dated December 19, 1994; ("Agreement"); and
WHEREAS, FORBES exercised his option to purchase 800 share(s) of common stock
of the Company represented by Certificate No. 41 and consistent with the
Agreement executed a Promissory Note dated December 31, 1994 in the amount of
$32,000 together with a Stock Pledge Agreement dated December 31, 1994 to
secure payment under the Promissory Note; and
WHEREAS, pursuant to a resolution passed at the August 1, 1995 Meeting of the
Board of Director's, the Board authorized and approved a bonus to be paid to
FORBES in the form of the cancellation of the indebtedness evidenced by the
Promissory Note and the obligations under the Stock Pledge Agreement; and
WHEREAS, the parties are desirous of amending the Agreement as hereinafter set
forth:
1. The Promissory Note dated December 31, 1994, executed by FORBES
in favor of the Company is hereby deemed cancelled and the original of
such Promissory Note shall be redelivered to FORBES to evidence such
cancellation.
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2. The obligations under the Stock Pledge Agreement dated December
31, 1994 are hereby released and discharged and the Company agrees to
redeliver to FORBES the common stock pledged to the Company under the
Stock Pledge Agreement evidenced by Certificate No. 41.
3. Paragraph 4(a) of the Agreement, insofar as it relates to the
common stock represented by Certificate No. 41, is deleted and Paragraph
4(b) should be amended to read as follows insofar the common stock
represented by Certificate No. 41 is concerned:
4(b) If FORBES' employment with Eastern is terminated for any
reason, FORBES agrees to immediately resell to the Company all
the shares of stock represented by Certificate No. 41 at the
value of such shares as determined in paragraph 5 below.
4. The words "from and after four years from the date of acquisition
of the shares" in Paragraph 5 shall be deleted insofar as the common
stock represented by Certificate No. 41 is concerned.
Except to the extent set forth herein, the terms and conditions of the
Agreement dated December 19, 1994 shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed as of the day and year first above written.
ENERGY CORPORATION OF AMERICA
BY: /S/ XXXX XXXX
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XXXX XXXX
PRESIDENT & CHIEF EXECUTIVE OFFICER
/S/ J. XXXXXXX XXXXXX
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J. XXXXXXX XXXXXX
