Attached files
| file | filename |
|---|---|
| 8-K - NGAS Resources Inc | v206546_8k.htm |
| EX-2.1 - NGAS Resources Inc | v206546_ex2-1.htm |
| EX-99.1 - NGAS Resources Inc | v206546_ex99-1.htm |
| EX-10.1 - NGAS Resources Inc | v206546_ex10-1.htm |
| EX-10.3 - NGAS Resources Inc | v206546_ex10-3.htm |
NGAS
Resources, Inc.
FORM
OF AMENDMENT TO LONG TERM INCENTIVE AGREEMENT
This
AMENDMENT TO LONG TERM INCENTIVE AGREEMENT (the “Amendment”) is
entered into as of December 23, 2010 between NGAS
Resources, Inc., a British Columbia corporation (the “Company”), and_______________
, the _____________ of the Company (the “Executive”).
The
parties entered into a Long-Term Incentive Agreement dated as of
December 9, 2008 (the “Incentive
Agreement”), providing for the Incentive Payout and Stock Option
specified therein as an incentive to remain as an executive of the Company and
its subsidiaries. The parties desire to amend the Incentive Agreement
as set forth below to ensure documentary compliance with Section 409A of
the Internal Revenue Code of 1986, as amended.
NOW,
THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. Section
2.2 of the Incentive Agreement is hereby amended and restated as follows to
provide that payments shall be made in a single lump sum and no longer in
periodic installments at the election of the Executive:
“2.2 Payment. A
vested Incentive Payout shall be payable by the Company in cash in a single lump
sum the on the Initial Vesting Date, if applicable, and the Final Vesting Date
in the amounts provided under Section 2.1.”
2. The
following new paragraph is hereby added after Section 7 of the Incentive
Agreement:
“8. Section
409A. The intent of the parties is that payments and benefits
under this Agreement (including all attachments, exhibits and annexes) comply
with Section 409A of the Internal Revenue Code of 1986, as amended (“Code
Section 409A”), to the extent subject
thereto. Accordingly, to the maximum extent permitted, this Agreement
shall be interpreted and be administered to be in compliance with Code
Section 409A in all respects. Notwithstanding anything to the
contrary in this Agreement, to the extent required in order to avoid accelerated
taxation and/or tax penalties under Code Section 409A, the Executive shall
not be considered to have terminated employment with the Company or its
subsidiaries for purposes of this Agreement, and no payment shall be due to the
Executive under this Agreement, until the Executive would be considered to have
incurred a “separation from service” from the Company and its subsidiaries
within the meaning of Code Section 409A. In addition,
notwithstanding anything to the contrary in the Incentive Agreement, to the
extent that any payments to be made upon the Executive’s separation from service
would result in the imposition of any individual penalty tax imposed under Code
Section 409A, the payment shall instead be made on the first business day
after the earlier of (a) the date that is six (6) months following such
separation from service and (b) the Executive’s death.”
3. The
Incentive Agreement, as expressly modified hereby, shall remain in full force
and effect.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.
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NGAS
RESOURCES, INC.
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By
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EXECUTIVE:
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Long Term
Incentive Agreement – Page 2