UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 19, 2008
BERRY PETROLEUM
COMPANY
(Exact
Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
DELAWARE
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
1-9735
(Commission
File Number)
|
|
77-0079387
(IRS
Employer
Identification
Number)
|
|
|
|
|
|
1999 Broadway, Suite 3700
- Denver, CO 80202
(Address
of Principal Executive Offices)
|
|
93309
(Zip
Code)
|
Registrant’s
telephone number, including area code: (303) 999-4400
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
- 1
-
Explanatory
Note
This Form
8-K/A is being filed to report the execution of an employment agreement between
Berry Petroleum Company (“Company”) and David D. Wolf, Executive Vice President
and Chief Financial Officer. The Company filed a Form 8-K on August
6, 2008 announcing Mr. Wolf had begun his employment. This amendment
incorporates the employment agreement referenced in the original
8-K.
Item
1.01 Entry into a Material Definitive Agreement.
On
November 19, 2008, Company and Mr. David D. Wolf, Executive Vice President and
Chief Financial Officer, entered into an Employment Agreement (the “Employment
Agreement”). Mr. Wolf joined the Company in August 2008 after being a
Managing Director in JPMorgan's Oil and Gas Group. The Employment
Agreement provides for a three year term of employment and provides that the
term of employment will thereafter be automatically renewed for successive one
year terms unless cancelled by either the Company or Mr. Wolf upon six months
notice. The Employment Agreement confirms Mr. Wolf’s previously
announced annual salary of $300,000 and an initial cash bonus of $150,000, and
eligibility for a discretionary annual bonus with a target of 50% of the base
salary for the first year and a range from 50% to 200% of the base salary for
subsequent years. In the event the Company terminates Mr. Wolf’s
employment without cause, Mr. Wolf’s employment terminates due to death or
disability, or Mr. Wolf terminates employment for good reason, any outstanding
equity awards (including any previously announced grants, “Equity Awards”) may
immediately vest.
Additionally,
in the event the Company terminates Mr. Wolf’s employment without cause, or Mr.
Wolf terminates employment for good reason, Mr. Wolf will be entitled to
severance in an amount equal to one and one-half times his (1) annual base
salary, (2) highest annual bonus in the last two years (subject to adjustment
during Mr. Wolf’s first two years of employment), and (3) the then maximum
annual Company matching contribution to the Company's 401(k) plan, plus certain
other benefits for an eighteen month period.
In the
event the Company terminates Mr. Wolf’s employment without cause, or Mr. Wolf
terminates employment for good reason within two years after a change in
control, as defined, Mr. Wolf will be entitled to the above benefits with
respect to his Equity Awards, and enhanced severance representing a two and
one-half times multiple of his (1) annual base salary, (2) highest annual bonus
in the last two years (subject to adjustment during Mr. Wolf’s first two years
of employment), and continuing other benefits for periods of up to three
years. The Company also agrees to pay Mr. Wolf for any taxes on
“parachute payments” imposed as a result of the foregoing benefits. If Mr. Wolf
resigns or if the Company terminates his employment for cause, Mr. Wolf is not
eligible for any separation benefits and will forfeit all unvested Equity Awards
when his employment ends. The independent Directors acted unanimously to approve
the Employment Agreement, upon the recommendation of the Compensation Committee,
as an inducement and incentive to Mr. Wolf to continue in his employment with
the Company. A copy of the Employment Agreement is attached as Exhibit 99.1 and
is incorporated herein by reference.
Item
1.02 Termination of A Material Definitive Agreement
On
November 19, 2008, as a result of including the same terms and conditions in the
Employment Agreement described in Item 1.01 above, the Change in Control
Severance Protection Agreement dated on or about dated August 6, 2008 by and
between the Company and Mr. Wolf (the form of which was filed as Exhibit 99.1 to
the Company’s Form 8-K filed on August 24, 2006) was terminated.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
10.1
Employment Agreement dated November 19, 2008 by and between Berry Petroleum
Company and David D. Wolf.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
|
|
|
|
|
|
|
|
BERRY PETROLEUM
COMPANY
|
|
||
|
|
By:
|
/s/ Kenneth A.
Olson
|
|
|
|
|
|
Kenneth
A. Olson
|
|
|
|
|
|
Corporate
Secretary
|
|
|
|
|
||||
Date: November
20, 2008
- 2
-