EXHIBIT 10.8c
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 November,
1993, by and between THE WISER OIL COMPANY, a Delaware corporation (the
"Company"), and XXXXXXXX X. XXXX ("Employee") (as amended, the "Agreement") is
hereby amended in the following respects only:
FIRST: Section 1.05 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, 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.
SECOND: Section 1.05(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 subsidiaries.
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 1.06)
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 1.06) 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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XXXXXXXX X. XXXX
THE WISER OIL COMPANY
By
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Name:
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Title:
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