Amendment No. 3 to Belden & Blake Corporation 1999 Change in Control Protection Plan for Key Employees

Summary

Belden & Blake Corporation has amended its 1999 Change in Control Protection Plan for Key Employees, effective April 20, 2004. The amendment states that employees will not be eligible for severance benefits if their termination results from the sale of less than 75% of the company's assets and they are offered a comparable position with the buyer, as defined in a related severance pay plan. All other terms of the original plan remain unchanged.

EX-10.1 2 l08586aexv10w1.txt EXHIBIT 10.1 EXHIBIT 10.1 AMENDMENT NO. 3 OF THE BELDEN & BLAKE CORPORATION 1999 CHANGE IN CONTROL PROTECTION PLAN FOR KEY EMPLOYEES AMENDED EFFECTIVE APRIL 20, 2004 The Belden & Blake Corporation 1999 Change in Control Protection Plan for Key Employees, originally effective August 12, 1999, is hereby amended, effective as of April 20, 2004, by adding a new paragraph at the end of Section 3.1 to read as follows: Notwithstanding any other provision of this Plan, an Employee otherwise meeting the Eligibility criteria shall not be eligible for severance benefits hereunder if the Employee's termination is the result of the sale of less than seventy-five (75%) percent of the Company's assets, if such Employee is offered what is in the sole opinion of the Company a comparable position with the buyer of the assets as further defined in the Belden & Blake Corporation 1999 Severance Pay Plan, Amendment 2 effective September 1, 2002. All other aspects of the Plan remain unchanged and are reaffirmed. IN WITNESS WHEREOF, Belden & Blake Corporation has caused this amendment to the Plan to be executed as of the 20th day of April 2004. ATTEST: BELDEN & BLAKE CORPORATION /s/ Duane D. Clark By: /s/ John L. Schwager - ----------------------- -------------------------------------- Duane D. Clark John L. Schwager Secretary President and Chief Executive Officer