WHEREAS, Employer and Employee entered into an original employment agreement on the 10th day of September, 1996, with an original term of five (5) years commencing January 1, 1997, and WHEREAS, said agreement has been modified from time to time and...

Energy Search, Incorporated #467572


EXHIBIT 10.13(a)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement")
is hereby made and entered into by and between ENERGY SEARCH, INCORPORATED,
a Tennessee corporation ("Employer"), and XXXX X. XXXXXXXX ("Employee"),
this 11th day of October, 1999.

W I T N E S S E T H:

        WHEREAS, Employer and Employee entered into an original employment
agreement on the 10th day of September, 1996, with an original
term of five (5) years commencing January 1, 1997, and

        WHEREAS, said agreement has been modified from time to time and
the parties hereto now desire to embody all changes to date into this Agreement,
and

        WHEREAS, this Amended and Restated Employment Agreement has been
approved by the Executive Management and Compensation Committee of the
Board of Directors of the Company, as well as by the Board of Directors
of the Company.

        It is therefore agreed as follows:

        1.         EMPLOYMENT. Employer employs Employee, and Employee accepts
employment, upon the terms and conditions of this Agreement.

        2.         TERM. The term of this Agreement, and of Employee's employment
hereunder, shall begin on January 1, 1997, and shall terminate on December
31, 2001. This Agreement, and Employee's employment hereunder, shall be
renewed automatically for successive periods of one (1) year each, subject
to termination as provided hereinafter.

        3.         COMPENSATION.

                (a) During the first year of employment, Employer was to pay to Employee
as Base Salary compensation for his services the sum of Seventy-Two Thousand
Dollars ($72,000) per annum. The parties acknowledge that the initial annual
salary set forth in Paragraph 3(a) of $72,000 was raised in 1998 by six
percent (6%) to Seventy-Six Thousand Three Hundred Twenty Dollars ($76,320)
and for 1999 by six percent (6%) to Eighty Thousand Eight Hundred Ninety-Nine
Dollars and Twenty Cents ($80,899.20). The parties agree that the bonus
previously set forth in Paragraph 3(b) hereafter will be reduced by one-half
and the Employee's Base Salary for 1999 will be commensurately increased
by Nine Thousand Five Hundred Forty


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Dollars ($9,540). The parties thus
agree that the Employee Base Salary for 1999 is Ninety Thousand Four Hundred
Thirty-Nine Dollars and Twenty Cents ($90,439.20) and the 1998 Performance
Bonus is Nine Thousand Five Hundred Forty Dollars ($9,540) (subject to
adjustment in (c) below).

                (b) Subject to the provisions of subparagraph (c) below, if the oil
and gas reserves or revenues of the Employer, as measured by the Employer's
independent reserve report or the audited financial statements, increase
by twenty percent (20%) from the previous year, Employee shall receive
as additional compensation a yearly Performance Bonus of twelve and one-half
percent (12.5%) of Employee's Base Salary.


                (c)         Notwithstanding the provisions of subparagraph 3(a) and (b) above,
the yearly Performance Bonus for 1998 (which the parties hereby agree to
be $22,896) shall not be earned or payable until the sooner of the following
occur: (i) the oil and gas reserves or revenues of the Employer meet the
benchmark set in subparagraph 3 (b) above for the 1998 calendar year, and
additionally, the oil and gas reserves or revenues of the Employer increase
by at least ten percent (10%) for the 1999 calendar year, or (ii) the Employer
sells substantially all of its assets or is the subject of a merger or
business combination in which the Employer is not the surviving entity.

                (d)         The Company agrees subject to the following provisions to compensate
Employee with the issuance of 40,000 shares of EGAS common stock. The Company
agrees to issue Employee 10,000 shares on or about December 31, 1999 and
10,000 shares on or about December 31, 2000, and 10,000 shares on or about December
31, 2001, and 10,000 shares on or about December 31, 2002, so long as Employee is employed by the Company as of date of vesting
of said shares. In the event the Company is sold or merged in a transaction
in which the Company is not the surviving entity all shares referred to
in this paragraph shall vest and be immediately due and issuable.

        4.         DUTIES. Employee is engaged as Executive Vice-President of Exploration
and Development for Employer and shall have such authority as is commensurate
with said position


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and shall have the following specific duties: Coordinating
all geologic activities of the Company including geologic evaluation of
sites, site selection, coordination of all leasing, drilling and completion
activities, and the general supervision of company personnel in the field
and such other duties as the President of the Company delegates.


        5.         EXTENT OF SERVICES. Employee shall devote his entire time,
attention, and energies to Employer's business and shall not during the
term of this Agreement be engaged in any other business activity whether
or not such business activity is pursued for gain, profit, or other pecuniary
advantage. However, Employee may invest his assets in such form or manner
as will not require his services in the operation of the affairs of the
companies or entities in which such investments are made.

        6.         WORKING FACILITIES. Employee shall have a private office,
stenographic help, typing and filing assistance, telephone(s) and facsimile
machine(s), and such other facilities and services as are suitable to his
position and appropriate for the performance of his duties.

        7.         EXPENSES.
                (a)         Reimbursement. Employer shall reimburse Employee for all reasonable
and necessary business expenses incurred by him in carrying out his duties
under this Agreement. Employee shall present to Employer from time to time
an itemized account of such expenses in such form as may be required by
Employer.

                (b)         Automobile. In recognition of Employee's need for an automobile
for business purposes, Employer will provide Employee with an automobile,
and pay all maintenance, repair, insurance and reasonable costs incident
thereto.

        8.         BENEFITS. Employer shall further:

                (a)         provide Employee with key man life insurance in the amount of $300,000,
of which $200,000 will be for the benefit of employee and $100,000 will
be for the benefit of the Employer, provided Employee is insurable at standard
rates; however, if extra premiums are necessitated by virtue of Employee's
not being insurable at standard rates, Employee shall be obligated to pay
such additional premiums or accept such reduced death benefits as may be
purchased for the cost of standard premiums;

                (b)         provide Employee with the same medical health and hospitalization
insurance coverage as Employer provides to its other employees;

                (c)         provide Employee with the same disability insurance coverage which
Employer provides to its other employees; and

                (d)         allow Employee to take part in any executive bonus plan, profit-sharing
plan, qualified salary deferral plan, and pension plan which Employer now
has or may hereafter adopt during the term of Employee's employment hereunder.



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        9.         VACATIONS. Employee shall be entitled each year to a vacation
of three (3) weeks, during which time his compensation shall be paid in
full.

        10.         TERMINATION.
                (a)         Without cause, Employer or Employee may terminate this Agreement
at any time upon one hundred twenty (120) days' written notice (the "Notice"). The termination date will be the last date of Employee's service as
specified in the Notice. In such event, Employee, if requested by Employer,
shall continue to render his services and shall be paid his regular compensation
up to the termination date. In addition, there shall be paid to Employee
in one lump sum on the termination date a severance allowance (the "Severance
Allowance") equal to twenty-four (24) months' of Employee's current Base Salary
(less all amounts required to be withheld and deducted), plus the Performance
Bonus set forth in Section 3(b), ratably apportioned if termination is
not at the end of the fiscal year.

                (b)         Employer may terminate Employee's employment for cause if:

                        (1)         Employee refuses to perform, or does not perform, in a
normal business
manner his duties of employment with Employer;

                        (2)         Employee fails or refuses to obey and comply with the
instructions,
rules and regulations of Employer as promulgated by its Board of Directors
respecting the operations of Employer; or

                        (3)         Employee engages in any unlawful conduct in connection
with his
duties of employment with Employer, is guilty of any acts of dishonesty
in connection therewith, is convicted of a felony, is convicted of a misdemeanor
involving moral turpitude, or engages in any conduct clearly detrimental
to the business of Employer.

                        (4)         Employee breaches any confidentiality or
non-competition covenant
or agreement with the Employer.

        If Employee's employment is terminated for cause, as set forth just
hereinabove, Employee shall receive his Base Salary accrued up through
the date of termination and shall be entitled to receive any Performance
Bonuses (or portion thereof) and severance pay set forth in herein.

        Upon termination for any reason, except as may be otherwise required
by law, all benefits set forth in Section 8 shall cease, although Employee
may keep any pension or other similar rights which have already vested
in him.

        11.         DEATH DURING EMPLOYMENT. If Employee dies during the term
of employment, Employer shall pay to the estate of Employee the Base Salary
and Performance Bonus (but excluding severance pay) that would otherwise
be payable to Employee up to the end of the month in which his death occurs.



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        12.        
NOTICES. Any notice required or desired to be given under
this Agreement shall be deemed given if in writing and delivered in person
or by courier or sent by certified, United States mail, return receipt
requested, postage prepaid, to his residence in the case of Employee, or
to its principal office in the case of Employer. Notice shall be effective
upon the date of delivery, if delivered in person or by courier, or three
(3) days after depositing the notice in the United States mail, if sent
by certified mail.

        13.         WAIVER OF BREACH. The waiver by Employer of a breach of any
provision of this Agreement by Employee shall not operate or be construed
as a waiver of any subsequent breach by Employee. No waiver shall be valid
unless in writing and signed by an authorized officer of Employer.

        14.         ASSIGNMENT. Employee acknowledges that the services to be
rendered by him are unique and personal. Accordingly, Employee may not
assign any of his rights or delegate any of his duties or obligations under
this Agreement. The rights and obligations of Employer under this Agreement
shall inure to the benefit of, and shall be binding upon, the successors
and assigns of Employer.

        15.         CONFIDENTIALITY. Employee acknowledges that he will become
familiar with Employer's special methods of processing, pricing formulae,
trade secrets, operational procedures, strategic plans, pricing guidelines,
product development, confidential reports and lists of costs, customers
and suppliers. Employee further acknowledges that said data is confidential
and proprietary to Employer and agrees not to impart to any third party
any of such proprietary data. Employer shall be entitled to protect its
interest herein by specific performance and the right to enjoin Employee
from engaging in such prohibited practices, without limiting any other
remedies available to it. Employee agrees to execute and deliver any confidentiality
agreement or similar document required by Employer of its employees.

        16.         COVENANT AGAINST COMPETITION. In recognition of the close
personal contact Employee will have with Employer's confidential and proprietary
information and records, and the position of trust in which Employer holds
Employee, Employee agrees as follows:

                (a)         Non-Compete. For a period of one (1) year from date of termination,
Employee shall not, either as an officer, stockholder, director, employee,
representative, broker, partner, sole proprietor or in any other manner
or capacity directly or indirectly work for or on behalf of a competitor
of Employer within a fifty mile radius of any Employer operations.

                (b)         Anti-Solicitation: Customers, contractors, investors and employees.
For a period of one (1) year from date of termination, Employee shall not,
either as an officer, stockholder, director, employee, representative,
broker, partner, sole proprietor or in any other 


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manner or capacity directly
or indirectly call upon or solicit any customer, contractor, investor or
employee of Employer for the purpose of doing business, investing or working,
directly or indirectly, in the oil and gas industry, within any states
in which Employer, during the term of Employee's employment, conducted
any business or investment activities.

                (c)         Anti-Solicitation: Employees. During the initial term of the Agreement,
any periods for which the Agreement may be extended, and for a period of
one (1) years thereafter, Employee shall not, directly or indirectly, or
by action in concert with others, induce or influence or seek to induce
or influence any person who has been engaged by Employer as an executive,
employee, manager, salesman, broker, independent contractor or otherwise,
to terminate his relationship with Employer.

                (d)         Judicial Modification, Severability and Survival. If any provision
of this Section 16, or any other Section of the Agreement, shall be held
to be invalid or unenforceable, the remaining provisions hereof shall nevertheless
continue to be valid and enforceable as though the invalid or unenforceable
parts had not been included herein. In the event that any provision of
this Section 16 relating to the duration, subject matter, or territory
shall be declared by a court of competent jurisdiction to exceed the maximum
duration, subject matter, or territory, such court deems reasonable and
enforceable, then the provision(s) deemed unenforceable shall be amended
to reflect the maximum duration, subject matter or territory which shall
be enforceable. Notwithstanding anything else herein contained, the parties
hereto expressly agree that this Section 16 shall survive the termination
or expiration of Employee's employment by Employer regardless of the reason
for such termination or expiration.

                (e)         Remedy for Breach. The parties hereto recognize that the services
to be rendered under this Agreement by Employee are of a special and unique
character; and that in the event of the breach by Employee of the terms
and conditions of this Agreement to be performed by Employee, or in the
event the Employee shall violate any of the restrictions set forth in this
Section 16, then Employer shall be entitled, if it so elects, to institute
and prosecute proceedings in any court of competent jurisdiction, either
at law or in equity, to obtain damages for any breach of this Agreement,
to enforce the specific performance hereof and to enjoin Employee from
performing any prohibited act hereunder. Nothing herein contained shall
be construed to prevent Employer's election of any such remedy in the event
of the breach of the Agreement by Employee.

        17.         APPLICABLE LAW. This Agreement has been negotiated and entered
into and to some extent shall be performed in the State of Ohio, and by
agreement of the parties shall be interpreted and construed in accordance
with and pursuant to the laws of the State of Ohio.

        18.         TAXES. Employer shall withhold all taxes, such as FICA and
all


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employment-related taxes (income or otherwise), from the compensation,
bonuses and benefits paid hereunder, as required by law. Employee shall
be responsible for the payment of his income taxes on such compensation,
bonuses, and benefits, though the Employer will withhold such taxes as
it is required to withhold.


        19.         ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties. It may not be changed orally but only by an agreement in
writing signed by both parties hereto.

        20.         CAPTIONS. The captions herein contained in no way limit or
extend the meaning of any Section, or the provisions therein, and are to
be used for reference purposes only.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement
in duplicate at Knoxville, Tennessee, on the day and date first above written.


        (i)    For those periods of Employee's employment that do not coincide
with Employer's fiscal year, the amount of the Performance Bonus shall
be based upon the proportion of whole months Employee is in the employ
of Employer during such fiscal year bears to twelve (12) months.
        (ii)    Subject to the provisions of subparagraph (c) below, payment of
the Performance Bonus shall be made no later than ninety (90) days after
the end of the fiscal year for which the calculation is made and shall
be accompanied by a copy of the data on which the Performance Bonus is
based.
EMPLOYEE:

 


Xxxx X. Xxxxxxxx

 

 

 
EMPLOYER:
ENERGY SEARCH, INCORPORATED

 

 
By:

     Xxxxxxx X. Xxxxxx, President
	




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