EXHIBIT 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement ("Second Amendment") dated
April 25, 1997, is by and among Midcoast Energy Resources, Inc. (the
"Employer" or the "Company") and ▇. ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ (the "Employee").
WITNESSETH :
WHEREAS, the Employer and the Employee entered into an Employment
Agreement (the "Agreement"), effective April 17, 1995, as amended by that
certain Amendment to Employment Agreement, dated December 8, 1995 (the
"Amendment");
WHEREAS, during the negotiations between the Employer and the Employee,
at the time of the entry into the Amendment by the Employer and the Employee,
the Employer intended that all shares of the Company's Common Stock issued to
the Employee pursuant to Section 5(B) of the Agreement become fully vested
without any substantial risk of forfeiture on January 1, 1996, but a review
of the Amendment indicates that no such provision was reflected in the
Amendment; and
WHEREAS, the Employer and the Employee desire to cure this omission by
revising Section 5(B) of the Agreement to reflect the proper intent of the
Employer and the Employee which was not properly reflected in either of the
Agreement or the Amendment on the dates executed.
NOW, THEREFORE, in consideration of the foregoing, the Employer and the
Employee hereby agree as follows:
SECTION 5
COMPENSATION
1.Section 5(B) shall be deleted from the Agreement and replaced with
the following:
"B.Stock Grant. Upon execution of this Agreement and in
order to further encourage the Employee to remain in the
service of the Employer, the Employee is hereby awarded
thirteen thousand (13,000) shares of the Employer's common
stock, $.01 par value per share ("Common Stock"), ten
thousand (10,000) shares of Common Stock being issued as of
the effective date and three thousand (3,000) shares of
Common Stock being issued as of September 20, 1995. All
thirteen thousand (13,000) shares granted hereunder (the
"Shares") shall be fully vested on January 1, 1996 and such
Shares shall not be subject to a substantial risk of
forfeiture."
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Employer and the Employee have duly executed
this Second Amendment, as of the date first written above.
EMPLOYER:
Midcoast Energy Resources, Inc.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇, President
EMPLOYEE:
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇, ▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇, ▇▇