EXHIBIT 10.4
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment is entered into as of October 14, 1997 to the
Employment Agreement (the "Employment Agreement") dated November 1, 1994 between
Gothic Energy Corporation, an Oklahoma corporation (formerly TNC Media, Inc., a
New Jersey corporation) (the "Company") and Xxxxxxx Xxxxx ("Executive").
WHEREAS, by action of the Compensation Committee of the Board of
Directors of the Company, certain amendments to the Employment Agreement were
approved and adopted; and
WHEREAS, the Company and the Executive desire to enter into this
Amendment to set forth the amendments as approved and adopted.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties hereto agree as follows:
1. Section 4(a) of the Employment Agreement is amended so as to read
in its entirety as follows:
"(a)" Base Salary. The Company shall compensate Executive at the
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base salary rate of One Hundred Fifty Thousand Dollars ($150,000)
per annum commencing January 1, 1997, payable in equal
installments on the same basis as other senior salaried officers
of the Company. Such annual salary may be increased in the future
by such amounts and at such times as the Board or the Compensation
Committee thereof shall deem appropriate in its sole discretion."
2. Executive shall be paid a performance bonus of Fifty Thousand
Dollars ($50,000) for the year 1996.
3. Section 8(a) of the Employment Agreement is amended so as to read
in its entirety as follows:
"(a) Duration. The terms of this Agreement shall commence on the
date hereof and shall terminate on December 31, 1999, and shall
automatically be extended for successive three-year terms
thereafter unless earlier terminated as herein provided. The
Executive shall have the right to terminate this Agreement at the
end of the initial term or any succeeding term on not less than
six (6) months prior written notice to the Company (in which event
all rights and benefits of Executive hereunder shall cease upon
such termination's effective date)."
4. Section 8(b) of the Employment Agreement is amended so as to read
in its entirety as follows:
"(b) Termination At Any Time By Company. This Agreement shall be
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terminable by the Company at any time for any reason, including
death or Disability (as hereinafter defined) of the Executive,
upon not less than forty-five (45) days prior written notice to
the Executive and all rights and benefits of the Executive
hereunder (other than those arising under Section 9 hereof) shall
cease, except that the Executive will have the right to receive
from the Company (i) a payment of a sum equal to three (3) times
his current base salary as set forth herein or as hereafter
increased by the Board or Compensation Committee (but not less
than the current base salary as set forth herein) within thirty
(30) days of delivery of the notice of termination or within sixty
(60) days of the date of death or Disability of the Executive (the
"Termination Payment"), (ii) all amounts unpaid hereunder up to
and including the date of termination including, without
limitation, any pro rata portion of the Executive's salary or
bonus remaining unpaid under the full term of this Agreement, and
(iii) the continuation of all medical insurance provided to the
Executive as contemplated by Section 6 hereof for a period of one
(1) year following the termination date. Notwithstanding the
foregoing, if the Company terminated this Agreement "for cause,"
then no Termination Payment shall be made to the Executive and all
rights, benefits and obligations of the Executive under this
Agreement, except the Executive's rights under Section 8(b)(ii)
and 9 hereof, shall cease. "For cause" shall mean: (i) the
Executive's willful and material breach in respect of his duties
under this Agreement if such breach continues unremedied for
thirty (30) days after written notice thereof from the Board to
the Executive specifying the acts constituting the breach and
requesting that they be remedied; or (ii)
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the Executive is convicted or pleads guilty to a felony, during
the employment period other than for conduct undertaken in good
faith in furtherance of the interests of the Company. "Disability"
shall mean that due to illness, accident or other physical or
mental incapacity, the Board has in good faith determined that the
Executive is unable to substantially perform his usual and
customary duties under this Agreement for more than four (4)
consecutive months or six (6) months in any calendar year."
5. In all other respects, the Employment Agreement is ratified,
approved, confirmed and adopted as of the date of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the day and year first above written.
Attest: Gothic Energy Corporation
/s/ Xxxxx Xxxxx By: /s/ Xxxx Xxxxxxx
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Xxxxx Xxxxx, Assistant Secretary Xxxx Xxxxxxx, Chairman
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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