Employment Agreement with Dan O. Dinges
Form of Change in Control Agreement
Amendment to Employment Agreement
Exhibit 10.25
 
August 29, 2001
 
Mr. Dan O. Dinges
6606 Centre Place Circle
Spring, Texas 77379
 
Dear Dan:
 
The following reflects your revised compensation package with respect to your
joining Cabot Oil & Gas Corporation (the "Company") and replaces the offer
letter to you dated July 19, 2001:
 
.    Effective upon the date you report to work, the Board of Directors of the
     Company has appointed you a member of the Board of Directors and elected
     you to the office of President and Chief Operating Officer of the Company.
     You will report to work at the Company on or before September 17, 200l or
     on a later mutually agreed to date.
 
.    Commencing on the date you report to work at the Company, you will receive
     a base salary at the annual rate of $350,000. This salary will be subject
     to an annual review, normally completed in February each year, for possible
     increase.
 
.    On the date you report to work at the Company, you will receive a sign-on
     bonus of $150,000.
 
.    You will be a participant in the annual bonus program, the Annual Target
     Cash Incentive Plan. Your annual target will be 60% of your base salary.
     Actual award level is determined by Company performance, as defined by the
     terms of the Plan and objectives defined for annual performance. For 2001,
     your award will be prorated to reflect your employment for less than the
     entire year.
 
.    The term of this agreement will extend until your 65/th/ birthday. If your
     employment is terminated by the Company for any reason other than Cause or
     disability, or if you terminate your employment for Good Reason, you shall
     receive: (i) a lump sum cash payment equal to two times your annual base
     salary plus two times your annual target bonus, (ii) continuation of
     applicable 
<PAGE>
 
Letter to Mr. Dan O. Dinges                                      August 29, 2001
                                                                     Page 2 of 4
 
     medical and life insurance programs for 24 months following termination at
     the premium rate applicable to active executives, (iii) full vesting of all
     of your restricted stock awards from the Company and (iv) full vesting of
     all your stock option awards from the Company. The stock options will
     continue to be exercisable until the earlier of (a) the third anniversary
     of the date of your termination or (b) the date on which the stock option
     would have expired had you remained an employee. The 24-month continuation
     of medical coverage shall be in addition to any coverage period available
     to you under COBRA.
 
     -    For purposes hereof, the term Cause means (i) a dishonest or other act
          of material misconduct that results in your substantial personal
          enrichment, results in a substantial economic loss to the Company, or
          is otherwise materially contrary to the best interest of the Company,
          or (ii) willful repeated refusals by you to substantially perform the
          duties of your position.
 
     -    For purposes hereof, the term Good Reason means the Company's
          assignment to you of any duties materially inconsistent with your
          position, or any other act by the Company that results in a diminution
          in your position, authority, duties or responsibilities, or any
          reduction in your base salary, bonus or long-term incentive
          opportunity, or any reduction in other benefits or perquisites (other
          than a reduction in those benefits or perquisites applicable to
          executive officers of the Company generally).
 
.    On the date you report to work at the Company, you will be granted an
     option to purchase 75,000 shares of Company common stock at an exercise
     price of the average of the high and low trading prices on that date. The
     option will become exercisable with respect to 25,000 of the shares on the
     first anniversary of the award, 25,000 of the shares on the second
     anniversary of the award, and 25,000 of the shares on the third anniversary
     of the award. The term of the option is five years, in accordance with the
     Company's customary stock option agreement.
 
.    On the date you report to work at the Company, you will be granted 25,000
     restricted shares of Company common stock. All 25,000 shares shall vest on
     the third anniversary of the award, in accordance with the Company's
     customary restricted stock award agreement.
 
.    You will next be eligible for a long-term incentive award as part of the
     normal annual award cycle defined for members of the executive group, which
     normally occurs in May of each year.
<PAGE>
 
Letter to Mr. Dan O. Dinges                                      August 29, 2001
                                                                     Page 3 of 4
 
.    You will be entitled to four weeks of vacation per year, and you will be
     entitled to participate in all benefit and perquisite programs offered by
     the Company to executive officers, including the Company's disability
     program, according to the terms of the plans as in effect from time to
     time.
 
.    The Company will pay the initiation fee for a Northgate Country Club
     membership and for one dining/luncheon club membership. These memberships
     shall be Company memberships. Ownership of the country club membership
     shall transfer to you, with the Company paying all expenses associated with
     the transfer, after completion of seven years of employment. The Company
     will pay the monthly dues for both of these clubs during your employment.
 
.    You will immediately be a participant in the Company's Change in Control
     Program, subject to your execution of the relevant Change in Control
     Agreement. In the event of a change in control of the Company, you will be
     required to elect between the benefits provided under this agreement and
     the benefits provided under the Change in Control Agreement.
 
.    The Company will provide to you term life insurance coverage equal to three
     times your annual salary, up to a policy maximum of $1 million, under its
     standard program for executives as in effect from time to time.
 
.    You will be entitled to participate in the Company's pension plan and
     supplemental plan in accordance with the terms of the relevant plan as in
     effect from time to time. The supplemental plan is designed to restore
     benefits lost under the pension plan as a result of provisions of the
     Internal Revenue Code of 1986, as amended, and the Employment Retirement
     Income Security Act of 1974, as amended.
 
.    You agree to abide by all Company policies, including execution of the
     Company's standard form of confidentiality agreement and passing a drug
     test (as have all current employees). You represent to the Company that you
     are not prohibited from entering into this agreement by any other
     agreement.
 
.    The Company shall pay all of the fees, costs and expenses (including
     reasonable attorneys' fees) that you incur in order to enforce your rights
     under this agreement. This provision shall only apply if you receive a
     judgement in your favor, as a result of your enforcement action.
 
.    No provision of this agreement may be amended unless such amendment is
     agreed to in writing and signed by you and an authorized officer of the
     Company.
 
.    This agreement may not be assigned or transferred by the Company without
     your prior written consent.
<PAGE>
 
Letter to Mr. Dan O. Dinges                                      August 29, 2001
                                                                     Page 4 of 4
 
.    This offer of employment shall remain open for your acceptance until 5:00
     p.m. (Central) on September 17, 2001. If you fail to execute and return
     this offer by the deadline, it shall be deemed revoked.
 
If you are in agreement with the terms and conditions contained in this letter,
please sign one copy in the space provided below and return to the undersigned.
 
 
                                        Very truly yours,
 
 
                                        /s/ Ray R. Seegmiller
                                        Ray R. Seegmiller
 
 
 
Accepted and agreed to by:
 
 
/s/ Dan O. Dinges
Dan O. Dinges
 
Date: September 17, 200l
 
#Top of the Document
 
 
                                                                    Exhibit 10.2
 
                                   AGREEMENT
 
          THIS AGREEMENT, made and entered into as of the 17/th/ day of July,
2001 by and between CABOT OIL & GAS CORPORATION, with its principal office at
1200 Enclave Parkway, Houston, Texas 77077 (together with its successors and
assigns permitted under this Agreement, the "Company"), and __________________
(the "Executive"),
 
                             W I T N E S S E T H:
 
          WHEREAS, on November 3, 1995, the Compensation Committee of the Board
of Directors of the Company authorized and adopted a Change in Control Program
to provide for certain benefits to certain of the officers of the Company in the
event of certain terminations of employment, and determined that such program
would be in the best interests of the Company; and
 
          WHEREAS, on July 17, 2001, upon the recommendation of its Compensation
Committee, the Board of Directors of the Company authorized and adopted certain
modifications to the Change in Control Program; and
 
          WHEREAS, the Company and Executive both desire to amend that certain
Agreement between the Company and Executive dated as of the ____ day of
____________ to reflect the action by the Board of Directors with respect to the
Company's Change in Control Program, such amendment to be evidenced by entering
into this agreement (this "Agreement"), which supersedes and replaces such prior
agreement;
 
          NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
 
     1.   Definitions:
          -----------
 
          (a)  "Annual Compensation" shall mean the sum of (I) the Executive's
                -------------------
     Base Salary in effect immediately prior to the Change in Control or, if
     greater, immediately prior to the Executive's termination and (II) the
     greater of (1) 100% of the Executive's target Bonus with respect to the
     fiscal year during which the Change in Control occurred or, if greater, the
     fiscal year during which the Executive's termination occurred and (2) the
     Executive's actual Bonus paid (including any amount deferred at the
     election of the Executive) with respect to any of the three fiscal years
     immediately preceding the Change in Control or, if termination of
     employment occurs prior to a Change in Control, termination of employment.
 
          (b)  "Base Salary" shall mean the Executive's annualized base rate of
                -----------
     pay with the Company.
 
                                      -1-
 
          (c)  "Beneficiary" shall mean the person or persons named by the
                -----------
     Executive pursuant to Section 10 hereof or, in the event no such person is
     named or survives the Executive, his estate.
 
          (d)  "Board" shall mean the Board of Directors of the Company.
                -----
 
          (e)  "Bonus" shall mean the cash amount, excluding any amount relating
                -----
     to the vesting of options or granting of performance shares or vesting of
     restricted stock or any other long-term incentive award, in excess of the
     Executive's Base Salary, awarded to the Executive in any year.
 
          (f)  "Cause" shall mean:
                -----
 
               (I)    dishonesty by Executive which results in significant loss
          to the Company and significant personal enrichment to the Executive;
 
               (II)   a material failure of Executive to perform his obligations
          under this Agreement (other than any such failure resulting from
          incapacity due to physical or mental illness); or
 
               (III)  the willful and continued failure of the Executive to
          perform substantially the Executive's duties with the Company or one
          of its affiliates (other than any such failure resulting from
          incapacity due to physical or mental illness), after a written demand
          for substantial performance is delivered to the Executive by the Board
          or the Chief Executive Officer of the Company which specifically
          identifies the manner in which the Board or Chief Executive Officer
          believes that the Executive has not substantially performed the
          Executive's duties.
 
          (g)  "Change in Control" shall mean:
                -----------------
 
               (I)    The acquisition by 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 (the "Exchange Act")) (a "Person") of
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 35% or more of either (1) the then
          outstanding shares of common stock of the Company (the "Outstanding
          Company Common Stock") or (2) the combined voting power of the then
          outstanding voting securities of the Company entitled to vote
          generally in the election of directors (the "Outstanding Company
          Voting Securities"); provided, however, that for purposes of this
          subsection (I), the following acquisitions shall not constitute a
          Change of Control: (i) any acquisition directly from the Company, (ii)
 
                                      -2-
 
          any acquisition by the Company, (iii) any acquisition by any employee
          benefit plan (or related trust) sponsored or maintained by the Company
          or any entity controlled by the Company or (iv) any acquisition by any
          entity pursuant to a transaction which complies with clauses (1), (2)
          and (3) of subsection (III) of this definition; or
 
               (II)   Individuals who, as of the date hereof, constitute the
          Board (the "Incumbent Board") cease for any reason to constitute at
          least a majority of the Board; provided, however, that any individual
          becoming a director subsequent to the date hereof whose election, or
          nomination for election by the Company's stockholders, was approved by
          a vote of at least a majority of the directors then comprising the
          Incumbent Board shall be considered as though such individual were a
          member of the Incumbent Board, but excluding, for this purpose, any
          such individual whose initial assumption of office occurs as a result
          of an actual or threatened election contest with respect to the
          election or removal of directors or other actual or threatened
          solicitation of proxies or consents by or on behalf of a Person other
          than the Board; or
 
               (III)  Consummation of a reorganization, merger or consolidation
          or sale or other disposition of all or substantially all of the assets
          of the Company (a "Business Combination"), in each case, unless,
          following such Business Combination, (1) all or substantially all of
          the individuals and entities who were the beneficial owners,
          respectively, of the Outstanding Company Common Stock and Outstanding
          Company Voting Securities immediately prior to such Business
          Combination beneficially own, directly or indirectly, more than 50%
          of, respectively, the then outstanding shares of common stock and the
          combined voting power of the then outstanding voting securities
          entitled to vote generally in the election of directors, as the case
          may be, of the entity resulting from such Business Combination
          (including, without limitation, an entity that as a result of such
          transaction owns the Company or all or substantially all of the
          Company's assets either directly or through one or more subsidiaries)
          in substantially the same proportions as their ownership, immediately
          prior to such Business Combination, of the Outstanding Company Common
          Stock and Outstanding Company Voting Securities, as the case may be,
          (2) no Person (excluding any entity resulting from such Business
          Combination or any employee benefit plan (or related trust) of the
          Company or such entity resulting from such Business Combination)
          beneficially owns, directly or indirectly, 35% or more of,
          respectively, the then outstanding shares of common equity of the
          entity resulting from such Business Combination or the combined
 
                                      -3-
 
          voting power of the then outstanding voting securities of such entity
          except to the extent that such ownership existed prior to the Business
          Combination and (3) at least a majority of the members of the board of
          directors of the corporation, or the similar managing body of a non-
          corporate entity, resulting from such Business Combination were
          members of the Incumbent Board at the time of the execution of the
          initial agreement, or of the action of the Board, providing for such
          Business Combination; or
 
               (IV)   Approval by the stockholders of the Company of a complete
          liquidation or dissolution of the Company, other than a liquidation or
          dissolution in connection with a transaction to which subsection (III)
          applies.
 
          (h)  "Confidential Information" shall mean information about the
                ------------------------
     Company or any of its Subsidiaries or their respective businesses, products
     and practices, disclosed to or known or obtained by Executive as a direct
     or indirect consequence of or through the Executive's employment with the
     Company, which information is not generally known in the business in which
     the Company or such Subsidiaries are or may be engaged. However,
     Confidential Information shall not include under any circumstances any
     information with respect to the foregoing matters which is (I) available to
     the public from a source other than the Executive, (II) released in writing
     by the Company to the public or to persons who are not under a similar
     obligation of confidentiality to the Company and who are not parties to
     this Agreement, (III) obtained by the Executive from a third party not
     under a similar obligation of confidentiality to the Company, (IV) required
     to be disclosed by any court process or any government or agency or
     department of any government, or (V) the subject of a written waiver
     executed by the Company for the benefit of the Executive.
 
          (i)  "Constructive Termination Without Cause" shall mean a termination
                --------------------------------------
     of the Executive's employment at his initiative as provided in Section 2
     within 30 days following the occurrence, without the Executive's prior
     written consent, of one or more of the following events:
 
               (I)    any loss of the Executive's titles or positions in effect
          at the time of a Change in Control or any adverse change in the
          position to which the Executive reports or the principal departmental
          functions that report to the Executive at the time of a Change in
          Control (reporting relationships) that in any case results in a
          diminution of the Executive's responsibility or the Executive's access
          to the Chief Executive Officer of the Company;
 
                                      -4-
 
               (II)   the assignment to the Executive of any duties inconsistent
          in any respect with the Executive's position (including status,
          offices, titles and reporting relationships), authority, duties or
          responsibilities as in effect on the date of a Change in Control, or
          any other action by the Company which results in a diminution in such
          position, authority, duties or responsibilities, excluding action not
          taken in bad faith and which is remedied by the Company promptly after
          receipt of notice thereof given by the Executive;
 
               (III)  any reduction in total aggregate compensation, including
          the aggregate benefits of all fringe benefits, performance shares,
          Bonus opportunity, long-term incentive opportunity or perquisites
          applicable to the Executive immediately prior to a Change in Control,
          or any reduction in Base Salary, Bonus opportunity or long-term
          incentive opportunity from that immediately preceding a Change in
          Control;
 
               (IV)   the relocation of the Executive's office location as
          assigned to him by the Company to a location more than 35 miles from
          his office location at the time of a Change in Control;
 
               (V)    any failure by the Company to comply with any of the
          provisions of this Agreement, other than a failure not occurring in
          bad faith and which is remedied by the Company promptly after receipt
          of notice thereof given by the Executive;
 
               (VI)   any purported termination by the Company of the
          Executive's employment otherwise than as expressly permitted by this
          Agreement for Cause; or
 
               (VII)  any failure by the Company to comply with and satisfy
          Section 5 of this Agreement, provided that the successor contemplated
          by Section 5 has received, at least 10 days prior to the giving of
          notice of constructive termination by the Executive, written notice
          from the Company or the Executive of the requirements of Section 5 of
          the Agreement.
 
          (j)  "Initial Term" shall mean the period commencing on July 17, 2001
                ------------
     and ending July 17, 2004.
 
          (k)  "Potential Change in Control Period" means the period beginning
                ----------------------------------
     on the date a Potential Change in Control occurs and ending on the earlier
     to occur of (i) the expiration of 12 months thereafter or (ii) the Board
     determining in good faith that there is no longer a risk of a Change in
     Control occurring.
 
                                      -5-
 
          (l)  "Potential Change in Control" shall be deemed to have occurred,
                ---------------------------
     if:
 
               (I)    the Company enters into an agreement, the consummation of
          which would result in the occurrence of a Change in Control;
 
               (II)   any person (including the Company) publicly announces an
          intention to take or to consider taking actions which if consummated
          would constitute a Change in Control;
 
               (III)  any Person, who is or becomes the beneficial owner,
          directly or indirectly, of securities of the Company representing 9.5%
          or more of the combined voting power of the Company's then outstanding
          securities, increases his beneficial ownership of such securities by
          5% or more over the percentage so owned by such Person on the date
          hereof; or
 
               (IV)   the Board adopts a resolution to the effect that, for
          purposes of this Agreement, a potential Change in Control has
          occurred.
 
          (m)  "Subsidiary" shall mean any corporation in which the Company
                ----------
     either (I) controls more than 50% of the voting power of all securities of
     such corporation or (II) owns more than 50% of the total value of all
     equity securities of such corporation.
 
          (n)  "Termination Benefits" shall mean:
                --------------------
 
               (I)    an amount of cash equal to the product of (A) Annual
          Compensation times (B) three; and
 
               (II)   payment with respect to any performance shares granted to
          Executive, such payment to be prorated based on actual service
          completed at the time of the Executive's termination without Cause or
          Constructive Termination Without Cause, and valued according to the
          percentage of goal attainment on the date of termination,
          notwithstanding any contrary provisions of such grants or any plans
          pursuant to which they are granted; and
 
               (III)  immediate vesting and exercisability of all of the
          Executive's options to purchase securities of the Company, and
          immediate vesting and lapse of restrictions on any restricted stock
          grants, outstanding at the time of the Executive's termination without
          Cause or Constructive Termination Without Cause, whether or not such
          would be the result under the provisions of such options or stock
 
                                      -6-
 
          grants or any plans pursuant to which they are granted, and each of
          Executive's options shall remain outstanding until the earlier to
          occur of exercise of the option or the expiration of the option at the
          end of its full term, without regard to any provision for expiration
          prior thereto by reason of termination of employment; and
 
               (IV)   at Executive's election, and subject to Executive's
          payment of the applicable premiums set forth on Schedule A, continued
          medical, dental and life insurance coverage (or reimbursement for the
          premiums for such coverage or reimbursement for covered expenses, at
          the Company's election) in each case for three years following the
          date of the Executive's termination without Cause or Constructive
          Termination Without Cause as though the Executive's employment were
          continued in effect during such time and without regard to any benefit
          reductions implemented after the date of such termination; provided
          that Executive may elect to receive one or more of such coverages and
          not the others; provided further that COBRA coverage shall commence
          only as of the end of such three-year period; and
 
               (V)    immediate crediting of an additional three years of
          service in the Company's non-qualified retirement plans in which the
          Executive is participating at the time of the Change in Control, and
          payments under a non-qualified plan equal to the sum of (i) the
          additional benefits that would be attributable to a crediting of an
          additional three years of service in the Company's qualified plans in
          which the Executive is participating at the time of the Change in
          Control and (ii) the Executive's benefits that are not vested under
          any non-qualified or qualified Company employee pension benefit plans;
          and
 
               (VI)   reimbursement as bills are submitted by Executive to the
          Company for outplacement assistance in an amount not to exceed 15% of
          Executive's Base Salary in effect on the date of a Change in Control,
          or, if termination of employment occurs prior to a Change in Control,
          termination of employment; and
 
               (VII)  the sum of (x) any unpaid salary earned by Executive for
          periods prior to employment termination plus (y) the Executive's
          target Bonus for the fiscal year of termination prorated for the
          actual elapsed days of such fiscal year prior to such termination.
 
          Anything in this Agreement to the contrary notwithstanding, in the
     event it shall be determined that any payment or distribution by the
     Company to or for the benefit of the
 
                                      -7-
 
 
     Executive (whether paid or payable or distributed or distributable pursuant
     to the terms of this Agreement or otherwise, but determined without regard
     to any Gross-up Payment required under this paragraph) (a "Payment") would
     be subject to the excise tax imposed by Section 4999 of the Internal
     Revenue Code of 1986, as amended (the "Code"), or any interest or penalties
     are incurred by the Executive with respect to such excise tax (such excise
     tax, together with any such interest and penalties, are hereinafter
     collectively referred to as the "Excise Tax"), then the Executive shall be
     entitled to receive an additional payment (a "Gross-up Payment") in an
     amount such that after payment by the Executive of all income, excise and
     other taxes (and any interest and penalties imposed with respect thereto),
     the Executive retains an amount of the Gross-Up Payment equal to the Excise
     Tax imposed upon the Payments.
 
          (o)  "Term" shall mean the term of this Agreement, as described in
                ----
     Section 17, consisting of the Initial Term and any extensions thereof.
 
     2.   Certain Executive Employment Obligations; Events Triggering
          -----------------------------------------------------------
Termination Benefits:
--------------------
 
          (a)  Executive agrees not to terminate his employment for reasons
     other than death, disability or Constructive Termination without Cause (x)
     during the 90-day period following a Change in Control or (y) during a
     Potential Change in Control Period.
 
          (b)  In the event, within two years following a Change in Control
     occurring during the Term, the Executive's employment is terminated by the
     Company without Cause (other than by death or disability) or there is a
     Constructive Termination Without Cause, then the Executive shall be
     entitled to receive the Termination Benefits. The Termination Benefit
     described in clauses (I), (II) and (VII) of the definition of Termination
     Benefits shall be paid immediately upon such termination in a cash lump
     sum. Except as otherwise provided in the definition of Constructive
     Termination Without Cause, the failure of the Executive to effect a
     Constructive Termination Without Cause as to any one event described in
     such definition shall not affect his entitlement to effect a Constructive
     Termination Without Cause as to any other such event.
 
          (c)  In the event the Executive's employment is terminated prior to a
     Change in Control by the Company Without Cause (other than by death or
     disability) or there is a Constructive Termination Without Cause and either
     (i) the Executive reasonably demonstrates that such termination was at the
     request of a third party or as a result of actions by the third party who
     has taken steps reasonably calculated to effect a Change in Control or (ii)
     the termination occurs during a Potential Change in Control Period, then
     the Executive's employment shall be deemed to have terminated following a
     Change in Control and the Executive shall be entitled to receive the
     Termination Benefits as provided in Section 2(b). Prior to a Change in
     Control, the determination of what events constitute grounds for a
     Constructive Termination
 
                                      -8-
 
     Without Cause and the amount of Termination Benefits payable on a
     termination shall be made as if a Change in Control occurred immediately
     prior to the event or termination, as applicable.
 
          (d)  If (i) the Executive's employment is terminated for Cause, (ii)
     the Executive voluntarily terminates his employment and such does not
     constitute a Constructive Termination Without Cause, or (iii) the
     Executive's employment is terminated by death or disability, then the
     Executive shall not be entitled to receive the Termination Benefits.
 
     3.   No Mitigation; No Offset: In the event of a termination of employment
          ------------------------
under Section 2 of this Agreement, the Executive shall be under no obligation to
seek other employment, and there shall be no offset against the Termination
Benefits due the Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that he may obtain.
 
     4.   Effect of Agreement on Other Benefits and Rights of Executive: Nothing
          -------------------------------------------------------------
in this Agreement shall prevent or limit the Executive's continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive may
have under any contract or agreement with the Company or any of its affiliated
companies. Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan, policy, practice or program of or any
contract or agreement with the Company or any of its affiliated companies at or
subsequent to any termination pursuant to Section 2 shall be payable in
accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.
 
     5.   Assignability; Binding Nature: This Agreement shall be binding upon
          -----------------------------
and inure to the benefit of the Parties and their respective successors, heirs
(in the case of the Executive) and assigns. No obligations of the Company under
this Agreement may be assigned or transferred by the Company except that such
obligations shall be assigned or transferred (as described below) pursuant to a
merger or consolidation in which the Company is not the continuing entity, or
the sale or liquidation of all or substantially all of the assets of the
Company, provided that the assignee or transferee is the surviving entity or
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law. The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
 
                                      -9-
 
     6.   Representation:  The Company represents and warrants that it is fully
          --------------
authorized and empowered to enter into this Agreement and that the performance
of its obligations under this Agreement will not violate any agreement between
the Company and any other person or entity.
 
     7.   Entire Agreement: Except to the extent otherwise provided herein, this
          ----------------
Agreement contains the entire understanding and agreement between the Parties
concerning the subject matter hereof and supersedes any prior agreement.
 
     8.   Amendment or Waiver: No provision in this Agreement may be amended
          -------------------
unless such amendment is agreed to in writing and signed by both the Executive
and an authorized officer of the Company. No waiver by either Party of any
breach by the other Party of any condition or provision contained in this
Agreement to be performed by such other Party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same or any prior or
subsequent time. Any waiver must be in writing and signed by the Executive or an
authorized representative of the Company, as the case may be. The Company will
advise the Compensation Committee of the Board of any waivers under, or
amendments to, this Agreement.
 
     9.   Severability: In the event that any provision or portion of this
          ------------
Agreement shall be determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
 
     10.  Beneficiaries/References: The Executive shall be entitled to select
          ------------------------
(and change, to the extent permitted under any applicable law) a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
the Executive's death by giving the Company written notice thereof. In the event
of the Executive's death or a judicial determination of his incompetence,
reference in this Agreement to the Executive shall be deemed, where appropriate,
to refer to his beneficiary, estate or other legal representative.
 
     11.  Governing Law/Jurisdiction:  This Agreement shall be governed by and
          --------------------------
construed and interpreted in accordance with the laws of Texas without reference
to principles of conflict of laws.
 
     12.  Disputes:
          --------
 
          (a)  In the event of any dispute concerning this Agreement, either
     Executive or the Company may compel the resolution of such dispute by
     binding arbitration pursuant to the commercial arbitration rules of the
     American Arbitration Association. The location of such arbitration shall be
     the city in which the Executive's principal office with the Company is
     located. Upon receipt of a written demand for arbitration, a hearing shall
     be scheduled to be held within 60 days of receiving such demand. All costs,
     fees and expenses, including attorney fees of both the Executive and the
     Company, of any arbitration in connection with this Agreement which results
     in any decision or settlement requiring the Company to make a payment or
     provide any form of compensation to the Executive in excess of any amount
 
                                      -10-
 
     agreed to be paid by the Company shall be borne by, and be the obligation
     of, the Company. In the event the arbitration does not result in such a
     decision or settlement, each party shall bear its own expenses and 50% of
     the costs and expenses of the arbitration. The obligation of the Company
     under this Section 12 shall survive the termination for any reason of this
     Agreement (whether such termination is by the Company, by the Executive,
     upon the expiration of this Agreement or otherwise).
 
          (b)  In the event that any person asserts that any of the payments or
     benefits provided to or in respect of Executive pursuant to this Agreement
     or otherwise, by or on behalf of the Company, are subject to excise taxes
     under Section 4999 of the Code, the Company shall assume, and pay the costs
     of, the dispute with such person but may settle such dispute in its
     discretion.
 
          (c)  Pending the outcome or resolution of any arbitration, the Company
     shall continue payment of all amounts due the Executive without regard to
     any dispute but only if Executive agrees in writing that if and to the
     extent that the Company prevails he will promptly repay to the Company (or,
     regardless of the existence of such agreement, the Company may set off
     against any amounts due to the Executive) appropriate amounts plus interest
     at the applicable Federal Rate provided for in Section 7872(f)(2)(A) of the
     Code from the date any amount was paid by the Company to the Executive.
 
     13.  Notices: Any notice given to either Party shall be in writing and
          -------
shall be deemed to have been given when delivered personally or sent by
certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the Party concerned at the address indicated below or to such
changed address as such Party may subsequently give such notice of:
 
          If to the Company or the Board:
 
                    Cabot Oil & Gas Corporation
                    1200 Enclave Parkway
                    Houston, Texas 77077
                    Attention: Secretary
 
          If to the Executive:
 
                    ______________________
                    ______________________
                    ______________________
 
     14.  Confidential Information:
          ------------------------
 
          (a)  Non-Disclosure: During the Term or at any time thereafter,
               --------------
     irrespective of the time, manner or cause of the expiration of the Term,
     Executive will not directly or indirectly reveal, divulge, disclose or
     communicate to any person
 
                                      -11-
 
     or entity, other than authorized officers, directors and employees of the
     Company, in any manner whatsoever, any Confidential Information without the
     prior written consent of the Board.
 
          (b)  Return of Property: Upon the Executive's termination of
               ------------------
     employment, Executive will surrender to the Company all Confidential
     Information, including without limitation, all lists, charts, schedules,
     reports, financial statements, books and records of the Company or any
     Subsidiary, and all copies thereof, and all other property belonging to the
     Company or any Subsidiary, provided Executive shall be accorded reasonable
     access to such Confidential Information subsequent to the Executive's
     termination of employment for any proper purpose as determined in the
     reasonable judgment of the Company.
 
     15.  Headings: The headings of the sections contained in this Agreement are
          --------
for convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
 
     16.  Counterparts: This Agreement may be executed in two or more
          ------------
counterparts.
 
     17.  Term of Agreement: This Agreement shall remain in effect for the
          -----------------
Initial Term, for any extensions of the Term as set forth herein and thereafter
to the extent necessary to maintain this Agreement in effect for a period of 24
months following any Change in Control during the Term. On July 17, 2003 and on
each succeeding anniversary of such date thereafter, the Term shall be
automatically extended by one year from the date upon which it would otherwise
expire, unless prior to such anniversary the Company shall have given written
notice to the Executive that the Term shall not be so extended. In addition, the
respective rights and obligations of the Parties hereunder shall survive any
termination of this Agreement to the extent necessary to the intended
preservation of such rights and obligations.
 
          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
 
                              CABOT OIL & GAS CORPORATION
 
 
 
Date: ___________________     By________________________________________________
                                   Ray R. Seegmiller
                                   Chairman, President and CEO
 
                              EXECUTIVE
 
Date: ___________________     __________________________________________________
 
                                      -12-
 
                          Attached to and made a part
                       of that certain Agreement, dated
                            July 17, 2001, between
                          Cabot Oil & Gas Corporation
                                      and
                              __________________
 
 
 
                                  Schedule A
 
 
 
          In the event the Executive so elects in accordance with Section
1(n)(IV) of the Agreement and subject to the Company's election rights provided
in the same Section, the premiums payable by the Executive for continued
medical, dental and life insurance coverage shall be such premiums as are in
effect at the Company immediately prior to the Change in Control.
 
                                      -13-
 
 

 

 



Exhibit 10.11(a)

EMPLOYMENT AGREEMENT

AMENDMENT

WHEREAS, by letter dated August 29, 2001, Cabot Oil & Gas Corporation (the “Company”) made an offer of employment to Mr. Dan O. Dinges (“Employee”) to serve as President and Chief Operating Officer of the Company and, having accepted this offer of employment, Employee endorsed such letter by affixing his signature thereto on September 17, 2001; and

WHEREAS, such letter sets forth the terms of the compensation and benefits arrangement applicable to Employee’s service with the Company and constitutes a binding agreement (the “Agreement”) between the Company and Employee; and

WHEREAS, the Company and Employee now desire to amend the Agreement to reflect the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the related regulations and guidance thereunder (collectively, “Section 409A”) and to provide for the treatment of certain equity awards in a manner consistent with the Company’s current practices;

NOW, THEREFORE, the Company and Employee hereby amend the Agreement, effective as of December 31, 2008, as follows:

1. The second sentence of the first paragraph of the fifth bullet point in the Agreement is amending by deleting clause (i) thereof and replacing it with a new clause (i), as follows:

(i) a lump-sum cash payment equal to the sum of (a) two times your base salary and (b) two times your annual target bonus; provided, however, that such payment shall be made on the 15th business day following the date of your termination of employment unless you are treated by the Company as a specified employee within the meaning of Section 409A on the date of your termination, in which case the payment of this amount shall be made on the 15th business day following the earlier of (i) the expiration of six months from the date of your termination of employment or (ii) your death;”.

2. The second sentence of the first paragraph of the fifth bullet point in the Agreement is amended by adding at the end of the sentence the following:

(v) full vesting of all of your performance shares at 100% payout, to be settled as provided in the applicable award documents and (vi) full vesting of all your stock appreciation right (“SAR”) awards from the Company.”


3. The third sentence of the first paragraph of the fifth bullet point in the Agreement is amended by deleting the sentence and replacing it with the following:

The stock options and the SARs will continue to be exercisable until the earlier of (a) the third anniversary of the date of your termination or (b) the date on which the stock option or SAR would have expired had you remained an employee.”

4. The third sentence of the sole paragraph of the tenth bullet point in said Agreement is deleted in its entirety and the following new sentences are added at the end of such paragraph, as follows:

Ownership of any such club membership shall transfer to you, with the Company paying all expenses associated with the transfer, on the 15th business day following the date on which you have completed seven years of employment with the Company, or, if applicable, on the 15th business day following your termination of employment for any reason; provided, however, that if you are treated by the Company as a Specified Employee within the meaning of Section 409A on the date of your termination, such transfer shall be made on the 15th business day following the expiration of six months from the date of your termination of employment.”

5. The second sentence of the eleventh bullet point in said Agreement is deleted and is replaced in its entirety, as follows:

In the event of a Change in Control of the Company (as such term is defined in the Change in Control Agreement), you shall receive the more generous of the benefits provided to you under the terms of (a) this Agreement or (b) the Change in Control Agreement, as determined on a benefit-by-benefit basis.”

6. Two new bullet points are added after the last bullet point in the Agreement, as follows:

 

 

 

All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(v) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under this Agreement during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit.”

 

 

 

It is intended that the terms of your compensation arrangement, as set forth in this letter, shall satisfy the requirements of Code Section 409A and that the Agreement be operated in a manner consistent with such requirements to the extent applicable. This Agreement shall not be amended or terminated in a manner that would cause the Agreement or any amounts payable under the


 

Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment or termination that may reasonably be expected to result in such non-compliance shall be of no further force or effect with respect to the Agreement.”

IN WITNESS WHEREOF, the parties have executed this Amendment on this 17th day of December, but effective as of December 31, 2008.

 

EMPLOYEE

 

 

CABOT OIL & GAS CORPORATION

/s/ Dan O. Dinges

 

 

/s/ William P. Vititoe

Dan O. Dinges

 

 

By:

 

William P. Vititoe

 

 

Title:

 

Director and Compensation Committee Chairman