HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) Files An 8-K Termination of a Material Definitive Agreement
Item1.02
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Termination of a Material Definitive Agreement. |
The information regarding the termination of the Employment
Agreement of James A. Edmiston, III set forth in Item 5.02 below
is incorporated by reference into this Item 1.02.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April13, 2017, Harvest Natural Resources, Inc, a Delaware
corporation (the Company), terminated the Employment
Agreement, dated January1, 2009 (the Employment
Agreement), of James A. Edmiston, III, President and Chief
Executive Officer of the Company, in connection with the planned
dissolution and liquidation of the Company and Mr.Edmiston ceased
to be a full-time employee of the Company. The Company and
Mr.Edmiston agreed to terminate his Employment Agreement because
the planned dissolution and liquidation of the Company will
require less than the full-time employment of Mr.Edmiston. Even
though Mr.Edmistons Employment Agreement and full-time employment
have been terminated, Mr.Edmiston will continue to serve as the
Companys President and Chief Executive Officer and as a director
of the Company.
In connection with Mr.Edmistons agreement to continue to serve as
the Companys President and Chief Executive Officer, the Company
and Mr.Edmiston entered into a Consulting Agreement, dated
April13, 2017 (the Consulting Agreement). to the
Consulting Agreement, Mr.Edmiston will provide services to the
Company as an independent contractor. Mr.Edmiston will be paid a
base retainer of $20,000 per month. If Mr.Edmiston provides more
than forty hours of service to the Company during any month
during the term of the Consulting Agreement, Mr.Edmiston will be
paid for each additional hour in excess of forty hours on an
hourly basis. Mr.Edmistons Consulting Agreement expires on
June30, 2017, subject to earlier termination in accordance with
the terms of the Consulting Agreement.
Under the terms of Mr.Edmistons Employment Agreement, the closing
of the sale of the Companys interests in Venezuela on October7,
2016 constituted a change of control, which together with the
termination of Mr.Edmistons Employment Agreement, resulted in the
Company owing certain obligations to Mr.Edmiston. As a result,
the Company and Mr.Edmiston entered into a Separation and Release
Agreement, dated April13, 2017 (the Separation Agreement).
Under the Separation Agreement, Mr.Edmiston will receive (i)a
lump sum cash severance payment of approximately $3.9million
payable on October13, 2017, (ii) outplacement services in the
amount of $20,000, (iii) payment or reimbursement for continued
life, disability, accident, dental and health insurance for
Mr.Edmiston and qualifying dependents in an aggregate amount
equal to an estimated $245,000, and (iv)approximately $102,000
for earned and unused vacation time. Mr.Edmiston also agreed to a
release of claims in favor of the Company and to certain
non-competition,
confidentiality and customary restrictive covenants under the
Separation Agreement.
The foregoing
summaries of the Consulting Agreement and the Separation
Agreement do not purport to be a complete description of the
terms and conditions of the Consulting Agreement and the
Separation Agreement and are qualified in their entirety by the
full text of the Consulting Agreement and Separation Agreement
attached as Exhibit 10.1 and 10.2, respectively, which are
incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 |
Consulting Agreement, dated April13, 2017, between the Company and James A. Edmiston, III. |
|
| 10.2 |
Separation and Release Agreement, dated April13, 2017, between the Company and James A. Edmiston,III. |
About HARVEST NATURAL RESOURCES, INC. (NYSE:HNR)
Harvest Natural Resources, Inc. (Harvest) is a petroleum exploration and production company. The Company focuses on acquiring exploration, development and producing properties in geological basins with proven active hydrocarbon systems. The Company has interest in the Bolivarian Republic of Venezuela (Venezuela). In addition to its interests in Venezuela, it holds exploration acreage offshore of Republic of Gabon (Gabon).The Company has operations in Venezuela and Gabon. Venezuela operations are conducted through its investment in affiliate Petrodelta. It holds interest in fields, including Uracoa Field, Tucupita Field, Bombal Field, Isleno Field, Temblador Field and El Salto Field. The Dussafu Production Sharing Contract (Dussafu PSC) contract area is located offshore Gabon, adjacent to the border with the Republic of Congo. It contains approximately 680,000 acres with water depths to over 1,650 feet. HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) Recent Trading Information
HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) closed its last trading session up +0.21 at 6.99 with 162,679 shares trading hands.