Exhibit 4.5
AMENDMENT, FREEZE AND TERMINATION AGREEMENT TO THE
HARVEST NATURAL RESOURCES, INC. DEFERRED COMPENSATION PLAN
FOR THE BOARD OF DIRECTORS
THIS AMENDMENT, FREEZE AND TERMINATION AGREEMENT is made by Harvest
Natural Resources, Inc. (the "Sponsor"),
WITNESSETH:
WHEREAS, the Sponsor previously entered into that Harvest Natural
Resources, Inc. Deferred Compensation Plan for the Board of Directors (the
"Plan");
WHEREAS, the Sponsor reserved the right in Section 11 of the Plan to
amend and/or terminate the Plan at any time; and WHEREAS, the Sponsor has
determined to amend the Plan, effective May 31, 2005 (the "Termination Date"),
(1) to prohibit additional individuals from becoming participants under the
Plan, (2) to cease all benefit accruals under the Plan and (3) to terminate the
Plan and distribute all accrued and vested amounts payable under the Plan on
December 2, 2005 (the "Distribution Date");
NOW, THEREFORE, the Sponsor hereby agrees that notwithstanding any
other provisions of the Plan to the contrary, the Plan is amended, frozen and
terminated as follows.
1. Effective as of the Termination Date, the Plan is amended by adding
thereto the following new Section 14:
14. ELIGIBILITY, BENEFIT ACCRUALS, VESTING AND COMPUTATION AND PAYMENT
OF BENEFITS INCIDENT TO FREEZING AND TERMINATION OF THE PLAN
A. ELIGIBILITY. Notwithstanding any other provision of the
Plan to the contrary, no individual who is not a participant under
the Plan (a "Participant") on May 31, 2005 (the "Termination Date")
shall become a Participant on or after the Termination Date.
B. BENEFIT ACCRUAL. Notwithstanding any other provision of the Plan
to the contrary, any individual who is a Participant on the
Termination
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Date and who has not already ceased accruing benefits under the
Plan shall cease accruing benefits under the Plan as of the
Termination Date.
C. VESTING. Notwithstanding any other provision of the Plan to the
contrary, each Participant participating under the Plan who was not
already fully vested in his or her accrued benefit under the Plan
as of the Termination Date shall become fully vested as of the
Termination Date in his or her accrued benefit under the Plan.
D. COMPUTATION OF BENEFITS PAYABLE UNDER THE PLAN AS OF THE
TERMINATION DATE. Notwithstanding any other provision of the Plan
to the contrary, including, but not limited to, any provision of
Sections 6 or 7 of the Plan, as of the Termination Date each
Participant (or his or her beneficiary) shall be entitled to
receive, in lieu of any other benefits under the Plan, a single sum
payment in cash in an amount equal to the sum of (i) the number of
phantom shares of the Company's common stock credited to the
Participant's Harvest Stock Unit Account multiplied by an amount
equal to the Distribution Date Fair Market Value and (ii) the
amount credited to the Participant's Fixed Income Account.
Notwithstanding any provision of the Plan to the contrary, the term
"Distribution Date Fair Market Value" means the average of the high
and low trading prices per share of the Company's common stock
during the five (5) trading days immediately preceding the
Distribution Date as reported in The Wall Street Journal listing of
consolidation trading for New York Stock Exchange issues.
E. PAYMENT OF BENEFITS PAYABLE UNDER THE PLAN ON THE DISTRIBUTION
DATE. Notwithstanding any other provision of the Plan to the
contrary, including, but not limited to, any provision of Section 7
of the Plan, or any election previously made under the Plan by the
Participant, a Participant's benefit payable to him pursuant to
Section 14.D shall be distributed to the Participant (or his or her
beneficiary) as soon as administratively practicable after the
Distribution Date, but in no case later than December 31, 2005.
2. The Plan, as amended by this Amendment, Freeze and Termination
Agreement, is frozen and terminated on the Termination Date.
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IN WITNESS WHEREOF, the Sponsor has caused this Agreement to be
executed as of the 19th day of May, 2005.
HARVEST NATURAL RESOURCES, INC.
____________________________________________
By: Xxxxx X. Xxxxxxxx
Executive Vice President and Chief Operating
Officer
