EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This Employment Agreement, effective July 15, 2002 is between Harvest
Natural Resources, Inc. (the "Company") and Xxxxx X. Xxxxxxxx, a resident of
Texas, ("Employee"), the terms and conditions of which are 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 July 15, 2002, and ends on
May 31, 2004. On May 31, 2004, 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 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 Vice President, General Counsel and
Corporate Secretary 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.
3. COMPENSATION AND BENEFITS.
(a) Base Salary. During the term of this Employment Agreement,
Employee's yearly base salary shall be not less than $230,000 US, 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
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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,
beginning in 2002, 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 contract guidelines adopted by the
Company, the Company's overall performance and any special circumstances the
Human Resources Committee and the Board deems appropriate. Any such bonus is to
be determined at the discretion of the Company's Human Resources Committee and
the Board of Directors. This bonus for 2002 shall include $20,000 payable to
Employee on the date of this Employment Agreement. Except for this $20,000
bonus, Employee acknowledges that the Company is not obligated to award him any
bonus in any year.
(c) Moving Expenses. The Company shall pay Employee $65,000 to defray
expenses incurred by employee in moving to Houston, Texas.
(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 Options. As of July 15, 2002, Employee was granted a stock
option to purchase 75,000 shares of the Company's common stock under the
Company's 2001 Long-Term Stock Incentive Plan at the closing price on July 15,
2002 for the common stock of the Company as reported in the Wall Street Journal.
Employee's right to exercise this option shall vest over a three (3) year
period: 25,000 shares on July 15, 2003; 25,000 shares on July 15, 2004; and
25,000 shares on July 15, 2005; provided, Employee is still an employee of
Company and as otherwise set forth in the Plan and Stock Option Agreement,
attached hereto and incorporated herein, to be executed between Employee and
Company effective as of the date of grant.
(f) Vacation. Employee shall be entitled to four (4) weeks annual
vacation.
(g) Expenses. The Company shall pay or reimburse Employee for all
reasonable expenses actually incurred or paid by Employee in the performance of
his services hereunder upon the presentation of expense statements or vouchers
or such other supporting information as the Company may reasonably require of
Employee.
(h) Office Facilities and Services. Employee shall be accorded such
benefits and support services, including without limitation, office facilities,
administrative assistant, communications, and such other perquisites as would
normally be accorded by a corporation of the size and at the stage of
development in the industry in which the Company is, to its Vice President,
General Counsel and Corporate Secretary.
(i) Indemnification. Employee shall be entitled to the benefit of the
indemnification provisions contained in the bylaws of the Company, as the same
may be amended.
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4. TERMINATION OF EMPLOYMENT.
(a) Termination By The Company Other Than For Cause Or By Employee For
Good Reason.
(1) The Company shall have the right to terminate Employee's
employment other than for Cause at any time and Employee shall have the right to
quit or resign for Good Reason at any time.
(2) If (a) the Company or its successors terminate Employee's
employment with the Company other than (i) for Cause or (ii) pursuant to a
notice of termination delivered in accordance with Section 1 of this Employment
Agreement or (b) Employee resigns for Good Reason, then (x) the Company shall
pay to Employee within thirty (30) days after the termination or resignation an
amount equal to twenty-four months of Employee's base salary as in effect
immediately before Employee's termination of employment or resignation and (y)
any outstanding stock option(s) granted by the Company to Employee shall become
fully vested and shall remain exercisable for twelve (12) months following
Employee's termination pursuant to this section 4(a)(2), or the tenth
anniversary of the date(s) of the grant(s) specified in the relevant option
agreement(s), whichever is the shorter period.
(3) If the termination or resignation described in Section
4(a)(2) occurs within 730 days after or 240 days before a Change of Control,
then, in addition to the benefits accruing to Employee under Section 4(a)(2),
the company will pay Employee, within thirty (30) days after the termination or
resignation, an additional amount such that the net amount retained by employee
pursuant to those benefits after any federal, state, local and other taxes
(including without limitation any excise tax imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended from time to time) shall be equal to
the amount that Employee would have received pursuant to those benefits before
payment of any such taxes.
(4) If the Company or its successors terminate Employee's
employment with the Company pursuant to a notice of termination delivered in
accordance with Section 1 of this Employment Agreement within 730 days after or
240 days before a Change of Control, then (x) the Company shall pay to Employee,
within thirty (30) days after the termination, an amount equal to twenty-four
months of Employee's base salary as in effect immediately before Employee's
termination of employment, (y) any outstanding stock option(s) granted by the
Company to Employee shall become fully vested and shall remain exercisable for
twelve (12) months following Employee's termination pursuant to this section
4(a)(4), or the tenth anniversary of the date(s) of the grant(s) specified in
the relevant option agreement(s), whichever is the shorter period, and (z) the
Company shall pay to Employee, within thirty (30) days after the termination, an
additional amount such that the net amount retained by Employee pursuant to the
benefits described in clauses (x) and (y) of this section 4(a)(4) after any
federal, state, local and other taxes (including without limitation any excise
tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended
from time to time) shall be equal to the amount that Employee would have
received pursuant to such benefits before payment of any such taxes.
(b) Termination By The Company For Cause Or By Employee Other Than For
Good Reason.
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(1) The Company shall have the right to terminate Employee's
employment at any time for Cause and Employee shall have the right to quit or
resign at any time other than for Good Reason.
(2) If the Company terminates Employee's employment for Cause
or pursuant to a notice of termination delivered in accordance with Section 1 of
this Employment Agreement that is not delivered within 730 days after or 240
days before a Change of Control, or Employee quits or resigns other than for
Good Reason, the Company's only obligation to Employee under this Employment
Agreement shall be to pay Employee's base salary (including accrued vacation)
actually earned up to the date Employee's employment terminates.
(c) Termination for Disability or Death.
(1) The Company shall have the right to terminate Employee's
employment on or after the date Employee has a Disability, and Employee's
employment shall terminate at Employee's death.
(2) If Employee's employment terminates under this section
4(c), the Company shall pay Employee or, if Employee dies, Employee's estate the
amount provided for under section 4(a)(2) and, in addition, Employee or, if
Employee dies, Employee's estate shall be entitled to the provisions of section
4(a)(2) with respect to Employee's stock options.
(d) Cause. The term "Cause" shall mean (1) Employee's final conviction
of a felony by a trial court, (2) Employee's material breach of this Employment
Agreement or (3) Employee's material violation of any policy or code of conduct
of the Company, all as reasonably determined by the Company.
(e) Good Reason. The term "Good Reason" shall mean any of the
following, unless Employee shall have given his express written consent thereto:
(1) a material breach of the terms and conditions of this Employment Agreement
by the Company which remains uncorrected for thirty (30) days after Employee
delivers written notice of such breach to the Company; (2) failure to maintain
or reelect Employee to the position described in section 2(a); (3) a significant
reduction of Employee's duties, position or responsibilities relative to
Employee's duties, position or responsibilities in effect immediately prior to
such reduction, unless Employee is provided with comparable duties and
responsibilities; (4) a substantial reduction, without good business reasons, of
the facilities and perquisites available to Employee immediately prior to such
reduction; (5) a reduction by the Company of Employee's monthly base salary in
effect immediately prior to such reduction; (6) the relocation of Employee more
than fifty (50) miles from the location of the Company's principal office on the
date hereof; or (7) the failure of the Company to obtain a satisfactory
agreement from a successor to assume and agree to perform this Employment
Agreement as contemplated by section 6(d).
(f) Disability. Employee shall have a "disability" under this
Employment Agreement on the date the Company receives written notice from a
physician selected by the Company that Employee no longer can perform one or
more of the essential functions of Employee's job even with reasonable
accommodation.
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(g) Change of Control. A "Change of Control" means the occurrence of
any of the following:
(1) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934) (a "Covered Person") of beneficial ownership (within the meaning of rule
13d-3 promulgated under the Securities Exchange Act of 1934) of 50 percent or
more of the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the "Voting
Securities"); provided, however, that for purposes of this subsection (1) of
this Section 4(g) the following acquisitions shall not constitute a Change of
Control: (i) any acquisition by the Company, (ii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any entity controlled by the Company, or (iii) any acquisition by any entity
pursuant to a transaction which complied with clauses (i), (ii) and (iii) of
subsection (3) of this Section 4(g); or
(2) individuals who, as of the date of this Employment
Agreement, constitute the board of directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a majority of the board of
directors of the Company; provided, however, that any individual becoming a
director after the date of this Employment Agreement whose election, or
nomination for election by the Company's stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors; or
(3) the consummation of a reorganization, merger or
consolidation or sale of the Company, or a disposition of at least 50 percent of
the assets of the Company including goodwill (a "Business Combination"),
provided, however, that for purposes of this subsection (3), a Business
Combination will not constitute a change of control if the following three
requirements are satisfied:
following such Business Combination, (i) all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Company's voting securities immediately prior to such
Business Combination beneficially own, directly or
indirectly, more than 50 percent of the ownership
interests of the entity resulting from such Business
Combination (including, without limitation, an entity
which as a result of such transaction owns the
Company or all or substantially all of the Company's
assets either directly or through one or more
subsidiaries or other affiliated entities) in
substantially the same proportions as their ownership
immediately prior to such Business Combination, (ii)
no Covered Person (excluding any employee benefit
plan (or related trust) of the Company or such entity
resulting from such Business Combination)
beneficially owns, directly or indirectly, 50 percent
or more of, respectively, the ownership interests in
the entity resulting from such Business Combination,
except to the extent
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that such ownership existed prior to the Business
Combination, and (iii) at least a majority of the
members of the board of directors of the entity
resulting from such Business Combination were members
of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the
board of directors of the Company, providing for such
Business Combination. For this purpose any individual
who becomes a director after the date of this
Employment Agreement, and whose election or
nomination for election by the Company's
stockholders, was approved by a vote of at least a
majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result
of an actual or threatened election contest with
respect to the election or removal of directors.
(h) Benefits. Employee shall have the right to receive any benefits
payable under the Company's employee benefits plans, programs and policies
(other than the Company's change of Control Severance Plan (the "Change of
Control Plan")) which Employee otherwise has a non-forfeitable right to receive
under the terms of such plans, programs and policies (other than severance
benefits) independent of Employee's rights under this Employment Agreement upon
a termination of employment in addition to any other benefits under this section
4 without regard to the reason for such termination of employment. Employee
acknowledges and agrees that until the termination of this Agreement, he shall
not be entitled to participate in the Change of Control Plan.
(i) Notice of Termination. Any termination by the Company or by
Employee for any reason shall be communicated by a notice of termination to the
other party hereto and shall be given in accordance with section 6(a). Such
notice shall state the specific termination provision in this Agreement relied
upon, and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination under the provision so indicated.
(j) No Mitigation. Employee shall not be required to mitigate the
amount of any severance payment contemplated by this Agreement, nor shall any
such payment be reduced by any earnings that Employee may receive from any other
source.
5. COVENANTS BY EMPLOYEE
(a) Property of the Company.
(1) Employee covenants and agrees that upon the termination of
Employee's employment for any reason or, if earlier, upon the Company's request
shall promptly return all Property which had been entrusted or made available to
Employee by the Company.
(2) The term "Property" shall mean all records, files,
memoranda, reports, price lists, drawing, plans, sketches, keys, codes, computer
hardware and software and other property of any kind or description prepared,
used or possessed by Employee during Employee's
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employment by the Company (and any duplicates of any such property) together
with any and all information, ideas, concepts, discoveries, and inventions and
the like conceived, made, developed or acquired at any time by Employee
individually or with others during Employee's employment which relate to the
Company's business, products or services.
(b) Trade Secrets.
(1) In consideration for the promises made in section 5(d) of
this Agreement, the Company promises that it shall provide and make available to
Employee certain confidential, proprietary information and trade secrets.
(2) Employee covenants and agrees that Employee shall hold in
a fiduciary capacity for the benefit of the Company and each of its affiliates,
and shall not directly or indirectly use or disclose, any Trade Secret that
Employee may have acquired pursuant to section 5(b)(1) above during the term of
Employee's employment by the Company for so long as such information remains a
trade secret.
(3) The term "Trade Secret" shall mean information, including,
but not limited to, technical or non-technical data, a formula, a patent, a
compilation, a program, a device, a method, a technique, a drawing, a process,
financial data, financial plans, product plans, or that (a) derives economic
value, actual or potential, from not being generally known to, and not being
generally readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosures or use and (b) is the subject of reasonable
efforts by the Company and its affiliates to maintain its secrecy.
(4) This section 5(b) is intended to provide rights to the
Company which are in addition to those rights the Company has under the common
law or applicable statutes for the protection of trade secrets.
(c) Confidential Information.
(1) Employee covenants and agrees while employed under this
Employment Agreement and thereafter during the Restricted Period he shall hold
in a fiduciary capacity for the benefit of the Company and each of its
affiliates, and shall not directly or indirectly use or disclose, any of the
Company's or the Company's affiliates' Confidential or Proprietary Information
that Employee may have acquired (whether or not developed or compiled by
Employee and whether or not Employee is authorized to have access to such
information) during the term of, and in the course of, or as a result of
Employee's employment by the Company or its affiliates.
(2) The term "Confidential or Proprietary Information" shall
mean any secret, confidential or proprietary information that the Company or an
affiliate (not otherwise included in the definition of a Trade Secret under this
Agreement) that has not become generally available to the public by the act of
one who has the right to disclose such information without violation of any
right of the Company or its affiliates.
(d) Non-Competition. During the period of Employee's employment with
the Company and thereafter during the Restricted Period, Employee covenants and
agrees that he
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shall not, directly or indirectly, own any interest in, manage, control,
participate in, consult with, render services for, or in any manner engage in
any businesses competing with Company (unless the Board of Directors shall have
authorized such activity and the Company shall have consented thereto in
writing). Investments in less than 5% of the outstanding securities of any class
of the Company subject to the reporting requirements of Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, shall not be
prohibited by this section. For purposes of this section (d), the term "Company"
shall include Harvest Natural Resources, Inc. and any of its affiliates or
subsidiaries or any company in which it is a minority shareholder or a joint
venture partner. For purposes of this section, the term "businesses" shall mean
any enterprise, commercial venture, or project involving oil and gas exploration
or production activities in the same geographic areas as the Company's
activities during the period of Employee's employment.
Further, during the period of Employee's employment with the
Company and thereafter during the Restricted Period, Employee
covenants and agrees that he will not directly or indirectly
through another entity induce or otherwise attempt to
influence any employee of the Company to leave the Company's
employment or in any way interfere with the relationship
between the Company and any employee thereof. Further,
Employee will not induce or attempt to induce any customer,
supplier, licensee, joint venture partner, shareholder,
licensor or other business relation of the Company to cease
doing business with the Company or in any way interfere with
the relationship between any such customer, supplier,
licensee, joint venture partner, shareholder, licensor or
business relation of the Company.
If (i) pursuant to the arbitration process described in
Section 6(c) of this Employment Agreement (or such other
process as to which the Company and Employee may agree upon in
writing), it is determined that Employee has violated the
provisions of this Section 7(d), and (ii) employee has
received a payment from the Company pursuant to Section
4(a)(2)(x) or Section 4(a)(4)(x) of this Agreement (the "Lump
Sum Severance Amount"), then, in addition to any other
remedies that the Company may have, Employee shall be
obligated, and hereby agrees, to pay the Company, as
liquidated damages, an amount (but not less than zero) equal
to the product of (x) the Lump Sum Severance Amount and (y) a
fraction whose numerator is the excess of twenty-four (24)
over the number of calendar months that have elapsed since the
last day of employee's termination of employment under Section
4 of this Agreement and whose denominator is twenty-four (24).
(e) Employment Restriction - Conflict of Interest. Employee covenants
and agrees that he will not receive and has not received any payments, gifts or
promises and Employee will not engage in any employment or business enterprises
that in any way conflict with his service and the interests of the Company or
its affiliates. In addition, Employee agrees to comply with the laws or
regulations of any country, including, without limitation, the United States of
America, having jurisdiction over Employee or the Company.
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Employee shall not make any payments, loans, gifts or promises
or offers of payments, loans or gifts, directly or indirectly,
to or for the use or benefit of any official or employee of
any government or to any other person if Employee knows, or
has reason to believe, that any part of such payments, loans
or gifts, or promise or offer, would violate the laws or
regulations of any country, including, without limitation, the
United States of America, having jurisdiction over Employee or
the Company.
By signing this Agreement, Employee acknowledges that he has
not made and will not make any payments, loans, gifts,
promises of payments, loans or gifts to or for the use or
benefit of any official or employee of any government or to
any other person which would violate the laws or regulations
of any country, including, without limitation, the United
States of America, having jurisdiction over Employee or the
Company.
(f) Restricted Period. The term "Restricted Period" shall mean the
two-year period which starts on the date Employee's employment terminates with
the Company without regard to whether such termination comes before or after the
end of the term of this Employment Agreement.
(g) Reasonable and Continuing Obligations. Employee agrees that
Employee's obligations under this section 5 are obligations which will continue
beyond the date Employee's employment terminates, that such obligations are
reasonable and necessary to protect the Company's legitimate business interests.
The Company additionally shall have the right to take such other action as the
Company deems necessary or appropriate to compel compliance with the provisions
of this section 5.
6. MISCELLANEOUS.
(a) Notices. Notices and all other communications shall be in writing
and shall be deemed to have been duly given when personally delivered or when
mailed by United States registered or certified mail. Notices to the Company
shall be sent to 00000 Xxxx Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000. Notices and
communications to Employee shall be sent to Employee's address provided above.
(b) No Waiver. Except for the notice described in section 4(d), no
failure by either the Company or Employee at any time to give notice of any
breach by the other of, or to require compliance with, any condition or
provision of this Employment Agreement shall be deemed a waiver of any
provisions or condition of this Employment Agreement.
(c) Arbitration and Governing Law. ANY UNRESOLVED DISPUTE OR
CONTROVERSY BETWEEN EMPLOYEE AND THE COMPANY ARISING UNDER OR IN CONNECTION WITH
THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION, CONDUCTED IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN
EFFECT. THE COMPANY WILL BEAR THE ADMINISTRATIVE COSTS OF ANY ARBITRATION UNDER
THIS AGREEMENT, INCLUDING THE ARBITRATOR'S FEES. THE ARBITRATOR SHALL
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NOT HAVE THE AUTHORITY TO ADD TO, DETRACT FROM, OR MODIFY ANY PROVISION HEREOF.
THE ARBITRATOR SHALL HAVE THE AUTHORITY TO ORDER REMEDIES WHICH EMPLOYEE COULD
OBTAIN IN A COURT OF COMPETENT JURISDICTION, INCLUDING BACK-PAY, SEVERANCE
COMPENSATION, REIMBURSEMENT OF COSTS, INCLUDING THOSE INCURRED TO ENFORCE THIS
AGREEMENT, AND INTEREST THEREON IN THE EVENT THE ARBITRATOR DETERMINES THAT
EMPLOYEE WAS TERMINATED WITHOUT DISABILITY OR GOOD CAUSE, AS DEFINED HEREIN, OR
THAT THE COMPANY HAS OTHERWISE MATERIALLY BREACHED THIS AGREEMENT. A DECISION BY
THE ARBITRATOR SHALL BE IN WRITING AND WILL BE FINAL AND BINDING. JUDGMENT MAY
BE ENTERED ON THE ARBITRATOR'S AWARD IN ANY COURT HAVING JURISDICTION. THE
ARBITRATION PROCEEDING SHALL BE HELD IN HOUSTON, TEXAS, UNITED STATES OF
AMERICA. NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL BE ENTITLED TO SEEK
INJUNCTIVE OR OTHER EQUITABLE RELIEF, FROM ANY COURT OF COMPETENT JURISDICTION,
WITHOUT THE NEED TO RESORT TO ARBITRATION IN THE EVENT THAT EMPLOYEE VIOLATES
SECTIONS 5(b), 5(c), 5(d) OR 5(e) OF THIS AGREEMENT. THIS AGREEMENT SHALL IN ALL
RESPECTS BE CONSTRUCTED ACCORDING TO THE LAWS OF THE STATE OF TEXAS.
(d) Assignment by Company. This Employment Agreement shall be binding
upon and inure to the benefit of the Company and any successor to all or
substantially all of the business or assets of the Company. The Company may
assign this Employment Agreement to any affiliate or successor, and no such
assignment shall be treated as a termination of Employee's employment under this
Employment Agreement; provided, however, that in the case of an assignment to an
affiliate, the Company shall not be relieved of its obligations under this
Agreement. The Company will require any successor corporation (whether direct or
indirect, and whether by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and to agree to perform this Agreement in the same manner and to the same extent
as the Company, as if no such succession had taken place. Failure of the Company
to obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a material breach of this Agreement. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
(e) Assignment by Employee. Employee's rights and obligations under
this Employment Agreement are personal, and they shall not be assigned or
transferred without the Company's prior written consent.
(f) Other Agreements. This Employment Agreement replaces and merges any
and all previous agreements and understandings regarding all the terms and
conditions of Employee's employment relationship with the Company, and this
Employment Agreement constitutes the entire agreement of the Company and
Employee with respect to such terms and conditions.
(g) Amendment. No amendment to this Employment Agreement shall be
effective unless it is in writing and signed by the Company and by Employee.
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(h) Invalidity. If any part of this Employment Agreement is held by a
court of competent jurisdiction to be invalid or otherwise unenforceable, the
remaining part shall be unaffected and shall continue in full force and effect,
and the invalid or otherwise unenforceable part shall be deemed not to be part
of this Employment Agreement.
(i) Enforceability by Beneficiaries. This Agreement shall inure to the
benefit of and be enforceable by the parties hereto and their respective heirs,
legal or personal representatives and successors and if Employee should die
while any amount would still be payable to him hereunder if he had continued to
live, all such amounts shall be paid in accordance with the terms of this
Agreement to Employee's devisee, legatee or other designee or, if there is no
such designee, to his estate.
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IN WITNESS WHEREOF, the Company and Employee have executed this
Employment Agreement in multiple originals to be effective as set out above.
HARVEST NATURAL RESOURCES, INC. XXXXX X. XXXXXXXX
By: /s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxx
President and Chief Executive Officer
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