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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 95KB total |
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Price: |
$58 |
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ID: |
#865450 |
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EMPLOYMENT AGREEMENT
This Employment Agreement ("Employment Agreement" effective September 15,
2005, is between Harvest Natural Resources, Inc. (the "Company") and James A.
Edmiston III, a resident of Texas ("Employee"), the terms and conditions of
which are as follows:
WHEREAS, the Company desires to secure the experience, abilities and
service of Employee by employing the Employee in the position of President and
Chief Executive Officer of the Company upon the terms and conditions specified
herein;
NOW, THEREFORE, in consideration of the premises, the terms and
provisions set forth herein, the mutual benefits to be gained by the performance
thereof and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Employee agree as follows:
1. TERM OF EMPLOYMENT.
Subject to the terms and conditions set forth in this Employment Agreement,
the Company agrees to employ Employee and Employee agrees to be employed by
the Company for the term which started on September 1, 2004 and ends on May
31, 2007. On May 31, 2007, and on each anniversary thereafter (an
"Extension Date") the term of this Employment Agreement shall automatically
be extended for a one-year period unless and until either party has given
written notice to the other at least one year before any Extension Date
that it or he wishes to terminate this Employment Agreement as of such
Extension Date.
2. POSITION AND DUTIES.
(a) Position. Subject to annual election by the Company's Board of
Directors, effective as of October 1, 2005, Employee's position shall
be President and Chief Executive Officer of Harvest Natural Resources,
Inc.
(b) Duties and Responsibilities. Employee's duties and responsibilities
initially shall be those normally associated with Employee's position,
plus any additional duties and responsibilities the Company initially
may assign orally or in writing to Employee. Employee shall undertake
to perform all Employee's duties and responsibilities for the Company
and its affiliates in good faith and on a full-time basis and shall at
all times act in the course of Employee's employment under this
Employment Agreement in the best interest of the Company and the
Company's affiliates.
(c) The Company's Right to Change Position or Duties. Subject to the terms
of this Employment Agreement, the Company shall have the right, to the
extent the Company from time to time reasonably deems necessary or
appropriate, to change Employee's position, or to expand or reduce
Employee's duties and responsibilities.
<PAGE>
3. COMPENSATION AND BENEFITS.
(a) Base Salary. From the date of this Agreement until October 1, 2005,
Employees yearly base salary shall be $300,000. Effective as of
October 1, 2005 and for the remaining term of this Employment
Agreement, Employee' yearly base salary shall be not less than
$370,000 US (paid bi-weekly), which yearly base salary shall be
payable from the Company's Houston offices to Employee in accordance
with the Company's standard payroll practices and policies, and shall
be subject to such withholdings as required by U.S. Federal law and
the State of Texas, or as otherwise permissible under such practices
or policies. The Company shall annually review Employee's base salary.
(b) Annual Bonus. Employee shall be eligible for such annual bonus as may
be determined by the Human Resources Committee of the Company's Board
of Directors and the Company's Board of Directors, which bonus shall
be based on Employee's performance under the guidelines adopted by the
Company, the Company's overall performance and any special
circumstances the Human Resources Committee and the Company's Board
deem appropriate. Any such bonus is to be determined at the discretion
of the Company's Human Resources Committee and the Company's Board of
Directors. Employee acknowledges that the Company is not obligated to
award him any bonus in any year.
(c) Employee Benefit Plans. Employee shall be eligible to participate in
the employee benefit plans, programs and policies maintained by the
Company for similarly situated employees in accordance with the terms
and conditions to participate in such plans, programs, and policies as
in effect from time to time.
(d) Stock Options and Restricted Stock. Previously Employee has been
granted certain stock options and restricted stock pursuant to the
Company's long-term incentive plans. Except as provided in Section
4(a), this Employment Agreement neither increases nor decreases the
number of stock options and shares of restricted stock previously
granted, nor does it change the terms under which they were granted.
In addition, concurrently with the execution and delivery of this
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