EXHIBIT 10.7(a)
AMENDMENT NO. 1 OF THE
BELDEN & BLAKE CORPORATION
1999 CHANGE IN CONTROL PROTECTION PLAN
FOR KEY EMPLOYEES,
AMENDED EFFECTIVE FEBRUARY 25, 2002
The Belden & Blake Corporation 1999 Change in Control
Protection Plan for Key Employees (the "Plan"), originally effective August 1,
1999, is hereby amended, effective as of February 25, 2002, as follows:
Amendment #1. Subsection (i) of Section 2.5 of the Plan is
amended in its entirety to read as follows:
(i) Prior to the occurrence of an underwritten public
offering of the Company's equity securities, any of
the following events occurs:
(A) Any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as
amended) (each, a "Person"), other than a
Permitted Holder, becomes the beneficial
owner (within the meaning of Rule 13d-3
promulgated under the Securities Exchange
Act of 1934, as amended) of 50% or more of
either the then outstanding shares of common
stock ("Outstanding Common Stock") or the
combined voting power of the Corporation's
then outstanding Voting Stock;
(B) Consummation by the Corporation of the sale
or other disposition by the Corporation of
at least seventy-five percent (75%) of all
of the Corporation's assets by value, as
reasonably determined by the Board, in a
single transaction or a series of
transactions occurring within a twelve-month
period; or
(C) Consummation by the Corporation of a merger,
consolidation or other reorganization of the
Corporation with any other Person, other
than:
(1) a merger, consolidation or other
reorganization that would result in
the Voting Stock of the Corporation
outstanding immediately prior
thereto (or, in the case of a
reorganization or merger or
consolidation that is preceded or
accomplished by an acquisition or
series of related acquisitions by
any person, by tender or exchange
offer or otherwise, of Voting Stock
representing 50% or more of the
combined voting power of all
securities of the Corporation,
immediately prior to such
acquisition or the first
acquisition
in such series of acquisitions)
continuing to represent, either by
remaining outstanding or by being
converted into voting securities of
another entity, more than 50% of
the combined voting power of the
Voting Stock of the Corporation or
such other entity outstanding
immediately after such
reorganization or merger or
consolidation (or series of related
transactions involving such a
reorganization or merger or
consolidation), or
(2) a merger, consolidation or other
reorganization effected to
implement a recapitalization or
reincorporation of the Corporation
(or similar transaction) that does
not result in a material change in
beneficial ownership of the Voting
Stock of the Corporation or its
successor.
. . .
Amendment #2. Section 3.1 of the Plan is amended by adding
a new subsection (c) to read as follows:
(c) In the event that a Key Employee becomes
entitled to the payment of Severance Pay under the Plan, unless
otherwise agreed to in writing by the Company and the Key Employee, the
Key Employee shall not be eligible to receive any benefits under any
other severance plan, policy or arrangement of the Company and any
Severance Pay payable under this Plan shall be offset by any benefit
paid to the Employee under any other such plan, policy or arrangement.
* * * * *
Except as expressly amended above, the provisions of the Plan
shall continue in full force and effect.
EXECUTION
To record the adoption of this Amendment to the Plan, Belden & Blake
Corporation has caused its appropriate officers to affix its name and seal
hereto as of the 26th day of February, 2002.
ATTEST: BELDEN & BLAKE CORPORATION
/s/ Duane D. Clark By: /s/ John L. Schwager
- ------------------ ----------------------------------------
Duane D. Clark John L. Schwager
Secretary
Title: President and Chief Executive Officer
-2-