Exhibit 10.2


 


First Amendment


to Amended and Restated Severance Agreement


 


WHEREAS, Edge Petroleum Corporation
(the “Company”) and
                          
(“Employee”) previously entered into a Severance Agreement and most recently
amended such agreement as of the date stated therein (as amended, the “Amended
and Restated Severance Agreement”); and


 


WHEREAS, the Company and Employee wish to
further amend the Amended and Restated Severance Agreement regarding “Welfare
Benefit Coverage”; and


 


WHEREAS, in consideration for Employee’s
agreement to enter into this First Amendment to the Amended and Restated
Severance Agreement, the Company will, upon the occurrence of a Change of
Control (as defined in Section 1(b) of the Amended and Restated
Severance Agreement and further clarified in this Amendment), automatically
vest any Restricted Stock Award that is outstanding as of the date of such
Change of Control.


 


NOW THEREFORE, in consideration of the mutual
promises set forth in this amendment, the Company and Employee, intending to be
legally bound, hereby agree as follows, all effective as of July 14, 2008.


 


1.             Paragraph 1(b) of the Amended and
Restated Severance Agreement is amended by deleting subparagraph (i) and
replacing it with the following paragraph:


 


“(i)          The
Company (A) shall not be the surviving entity in any merger, consolidation
or other reorganization (or survives only as a subsidiary of an entity other
than a previously wholly-owned subsidiary of the Company) or (B) is to be
dissolved and liquidated, and as a result of or in connection with such
transaction which for the avoidance of doubt, applies to (A) and (B), the
persons who were directors of the Company before such transaction shall cease
to constitute a majority of the Board;”


 


2.             Paragraph 1(k) of the Amended and
Restated Severance Agreement is deleted.


 


3.             Paragraphs 3(d) and 3(e),
respectively, of the Amended and Restated Severance Agreement are redesignated
as Paragraphs 3(f) and 3(g), respectively.


 


4.             Paragraph 3(c) of the Amended and Restated
Severance Agreement is amended by deleting that Paragraph in its entirety and
replacing it with the following Paragraphs:


 


“(c)         Employee
and, if applicable, his or her eligible dependents who are covered under the
Company’s medical, dental or vision plans (collectively, the “Company Group
Health Plans”) as of the date on which Employee’s Involuntary Termination occurs
shall be entitled to elect to continue coverage under the Company Group Health
Plans in accordance with section 4980B of the Code and sections 601-607 


 

















 


et
seq. of the Employee Retirement Income Security Act of 1974, as amended
(“COBRA”), or similar provisions of applicable state continuation coverage
laws.  If and to the extent that Employee
and/or his or her eligible dependents elect COBRA coverage then, during the
Continuation Period (defined below), Employee and, if applicable, his or her
covered dependents shall be required to pay the active employee rates
applicable to similarly situated active employees for the applicable type and
level of coverage under the applicable Company Group Health Plans (the “Employee
Contribution”) and the Company shall pay the remainder of any required premium
for the Continuation Period.  For
purposes of this Agreement, the “Continuation Period” shall be the period
commencing on the date of Employee’s Involuntary Termination and ending on the
earliest to occur of (i) the expiration of eighteen months after Employee’s
Involuntary Termination (or any additional period required pursuant to
applicable federal or state law), (ii) the date Employee or, if
applicable, his or her covered dependents, is eligible for medical, dental or
vision coverage, as applicable, under another employer-provided group health
plan (with Employee being obligated hereunder to report such eligibility to the
Company within 30 days and certify eligibility for payments hereunder promptly
upon request of the Company), or (iii) the date on which COBRA coverage
(or applicable state continuation coverage, if applicable) terminates.  The amount and due dates for such payment
shall be communicated to Employee and, if applicable, his or her eligible
dependents within 44 days of the date of Employee’s Involuntary
Termination.  The foregoing is intended
to reflect financial agreements between Employee and the Company and shall not
be construed to limit Employee’s rights under COBRA.  The Continuation Period shall run
concurrently with the required COBRA continuation coverage period (and any
period of state continuation coverage required by applicable law) and shall not
extend any person’s COBRA continuation coverage period (or period of state
continuation coverage).


 


(d)                                 If
the Continuation Period expires pursuant to Section 3(c)(i) above,
then following the expiration of the Continuation Period, if and to the extent
that Employee, and, where applicable, Employee’s covered dependents were
covered by the Company Group Health Plans immediately prior to termination of
the Continuation Period and are not eligible for medical, dental or vision
coverage, as applicable, under another employer-provided group health plan,
Employee shall be entitled to receive a cash lump sum payment equal to eighteen
times the monthly amount, if any, that the Company or its successor (or any
parent or affiliate of the Company or its successor), as applicable, pays to
subsidize employee medical, dental or vision coverage, as applicable, for
similarly situated active employees and their dependents for the type and level
of coverage that was being provided to Employee and his or her covered
dependents, if applicable, under the Company Group Health Plans (as COBRA
coverage) immediately prior to the end of the Continuation Period (the “Company
Subsidy Amount”) based on the Company subsidy rates in effect in the month
immediately prior to the expiration of the Continuation Period.  Payment of such Company Subsidy Amount shall
be made within 30 days of the expiration of the Continuation Period.


 


2

















 


(e)                                  In
lieu of any Company-provided continued life insurance or accidental death and
dismemberment coverage following Employee’s Involuntary Termination, Employee
shall receive a payment of $2,000.  If
Employee’s Involuntary Termination occurs after December 31, 2008, the
payment required under this Paragraph 3(e) shall be paid in a lump sum
within 15 days following Employee’s Involuntary Termination.  If Employee’s Involuntary Termination occurs
on or prior to December 31, 2008, the payment required under this
Paragraph 3(e) shall be paid (i) in monthly payments of $200, payable
each month beginning with the month in which the Involuntary Termination occurs
and ending with December 31, 2008 and (ii) a lump sum payment of the
positive difference between (A) $2,000 and (B) the aggregate payments
made during 2008 under subparagraph (i), which lump sum payment shall be made
in January, 2009.”


 


5.             Paragraph 6(c) of the Amended and
Restated Severance Agreement is amended by substituting the phrase “except as
provided in Paragraph 3(c), (d) or (e) hereof” for the phrase “except
as provided in Paragraph 3(c) hereof”.


 


6.             Voluntary Execution of Agreement.  Employee acknowledges that he or she has
carefully read and fully understand all of the terms of this First Amendment to
the Amended and Restated Severance Agreement, has had sufficient time to
consult with counsel of his or her choice, and that he or she enters into this
Agreement voluntarily and without any duress or undue influence on the part or
behalf of the Company.


 


IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS FIRST
AMENDMENT TO THE AMENDED AND RESTATED SEVERANCE AGREEMENT ON THE 14th DAY OF
JULY, 2008.


 


 


	
   

  	
  EDGE
  PETROLEUM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ John W. Elias

  
	
   

  	
   

  	
  John W. Elias

  
	
   

  	
   

  	
  Chairman, President and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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