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Title: |
Employment Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 48KB total |
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Price: |
$39 |
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ID: |
#865478 |
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EMPLOYMENT AGREEMENT
This Employment Agreement ("Employment Agreement" or "Agreement"),
effective September 1, 2004 is between Harvest Natural Resources, Inc.
(hereinafter sometimes called the "Company") and James A. Edmiston III , a
resident of Texas ("Employee"),
WHEREAS, the Company desires to secure the experience, abilities and
service of Employee by employing the Employee in the position of Executive Vice
President and Chief Operating 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 parties hereto 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 starts on September 1, 2004 and
ends on May 31, 2007. On May 31, 2007, and on each one-year period
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 Agreement
as of such extension date.
2. POSITION AND DUTIES.
(a) Position. Subject to annual election by the Company's Board of
Directors, Employee's position shall be Executive Vice President and
Chief Operating 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 Company's affiliates.
(c) The Company's Right to Change Position or Duties. Subject to the
terms of this 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.
1
<PAGE>
3. COMPENSATION AND BENEFITS.
(a) Base Salary. During the term of this Employment Agreement, Employee'
yearly base salary shall be not less than $300,000 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. Base salary for any partial period of employment shall be
prorated. The Company shall annually review Employee's base salary.
(b) Signing Bonus. Employee shall receive a signing bonus of $50,000
payable to Employee on the date of this Employment Agreement.
(c) 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 performance
contract guidelines adopted by the Company, the Company's overall
performance and any special circumstances the Human Resources
Committee and the Board deem appropriate. Any such bonus is to be
determined at the discretion of the Company's Human Resources
Committee and the Board of Directors. Employee acknowledges that the
Company is not obligated to award him any bonus in any year.
(d) 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.
(e) Stock Option Award. As of September 1, 2004, Employee was granted a
stock option to purchase 100,000 shares of the Company's common
stock under the Company's 2004 Long Term Incentive Plan (the "Plan")
at the average of the highest price and the lowest price on
September 1, 2004 for the common stock of the Company as reported by
the New York Stock Exchange. Except as otherwise provided herein,
Employee's right to exercise this option shall vest over a three (3)
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