Exhibit 10.1


 


First Amendment


to


Amended and Restated Severance Agreement


 


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


 


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


 


WHEREAS, in consideration for Executive’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 Executive, 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(m) of the Amended and
Restated Severance Agreement is deleted.


 


3.             Paragraphs 3(d), 3(e) and 3(f),
respectively, of the Amended and Restated Severance Agreement are redesignated
as Paragraphs 3(e), 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)         Executive
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 Executive’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 Executive and/or
his or her eligible dependents elect COBRA coverage then, during the
Continuation Period (defined below), Executive 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 “Executive
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 Executive’s Involuntary Termination and ending on the
earliest to occur of (i) the expiration of eighteen months after Executive’s
Involuntary Termination (or any additional period required pursuant to
applicable federal or state law), (ii) the date Executive 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 Executive 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 Executive and, if applicable, his or her
eligible dependents within 44 days of the date of Executive’s Involuntary
Termination.  The foregoing is intended
to reflect financial agreements between Employee and the Company and shall not
be construed to limit Executive’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 Executive, and, where applicable, Executive’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,
Executive 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 Executive 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 


 


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Amount shall be made within 30
days of the expiration of the Continuation Period.


 


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.  Executive 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/ David F. Work

  
	
   

  	
   

  	
  David F. Work

  
	
   

  	
   

  	
  Chairman, Compensation Committee of

  
	
   

  	
   

  	
  the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ John W. Elias

  
	
   

  	
   

  	
  John W. Elias

  



 


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