ex_10-1.htm


    
      

      

    


    Exhibit
10.1

     



    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Berry
Petroleum Company, a Delaware corporation (the “Company”), and David D. Wolf, an
individual (“Executive”) (collectively the “Parties”) with respect to the
following facts:

     

    A.           Executive
commenced employment with the Company in the position of Executive Vice
President and Chief Financial Officer on August 4, 2008.

     

    B.           The
Company and Executive entered into a Change in Control Agreement upon
commencement of Executive’s employment with the Company (the “Prior
Agreement”).

     

    C.           The
Company and Executive hereby desire and agree to revoke the Prior Agreement and
agree that the rights and obligations provided in this Agreement supersede such
Prior Agreement.

     

    D.           The
Company and Executive now desire to enter into this Agreement on the terms and
conditions, and for the consideration hereinafter set forth, and Executive
desires to continue to be employed by the Company on such terms and conditions
and for such consideration.

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
contained, the Parties hereto do hereby agree as follows:

     

     

    ARTICLE
1

     

     

    EMPLOYMENT
AND DUTIES

     

    1.1 Employment
Relationship.

     

    The
Company hereby agrees to employ Executive for the Term of Employment, as defined
below, to perform the duties and undertake the responsibilities for the Company
as described herein.  During the term of this Agreement, Executive
shall serve as an employee and shall hold the position of Executive Vice
President and Chief Financial Officer of the Company and shall report directly
to the Chief Executive Officer (the “CEO”).  Executive shall perform
the duties of Executive Vice President and Chief Financial Officer as prescribed
in the agreed upon job description and those additional duties as are common for
similar positions in similar industries.

     

    1.2 Scope of
Duties.

     

    Executive
shall perform diligently and use all of his best efforts during the Term of
Employment to protect, encourage, and promote the interests of the
Company.  During the Term of Employment, Executive shall also perform
such other duties consistent with the position of Executive Vice President and
Chief Financial Officer as may be assigned to Executive from time to time and
will devote substantial time and attention to such duties.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Other
Activities.

     

    Subject
to the following sentence, Executive agrees to devote substantially all of his
business time and attention to the business of the Company.  During
the term of this Agreement, Executive shall not be precluded from devoting a
limited amount of time to outside activities, provided that:

     

    1.2.1 Such
activity does not interfere with Executive’s duties under this Agreement and is
not in conflict with the interests of the Company;

     

    1.2.2 Executive’s
obligations to the Company are not compromised; and

     

    1.2.3 Executive
makes a full written disclosure to the CEO of the nature, extent, and duration
of all such activities prior to beginning any such activities, and Executive
obtains the approval of the CEO prior to beginning any such
activity.

     

    1.3 Passive Investments in
Non-Competitive Enterprises.

     

    It is
expressly understood that neither Section 1.3 nor any other provision of this
Agreement shall be construed to prohibit or restrict Executive from making any
passive investment in an enterprise not competitive with the
Company.  In addition, nothing contained in this Agreement shall be
construed to prohibit or restrict Executive from engaging in any activities on
his own time which are not competitive with nor in conflict with the
Company.

     

    ARTICLE
2

     

    COMPENSATION
AND BENEFITS

     

    2.1 Base
Salary.

     

    The
Company shall pay Executive an annual base salary of Three Hundred Thousand
Dollars ($300,000) (“Base Salary”).  The Base Salary shall be payable
in semi-monthly installments or otherwise, in accordance with the normal payroll
procedures of the Company.  The Compensation Committee of the Board of
Directors of the Company, either itself or together with the other independent
directors (the subset of directors so authorized by the Board of Directors of
the Company, the “Compensation Administrator”), will consider Executive’s Base
Salary on an annual basis following the CEO’s review of Executive’s performance
and recommendation as to Executive’s Base Salary.  The annual Base
Salary during the contract term may be increased from time to time by the
Compensation Administrator.  The annual Base Salary during the
contract term shall not be decreased, except in connection with and commensurate
with an across-the-board salary reduction applicable generally to the Company’s
executive level employees as determined by the Board of Directors of the Company
(the “Board”).

     

    2.2 Annual
Bonus.

     

    In
addition to his Base Salary, Executive may be eligible to receive an annual
bonus (“Annual Bonus”).  The Annual Bonus for 2008 consist of both (i)
an initial cash signing bonus of

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    $150,000
paid to Executive immediately following his commencement of employment with the
Company, and (ii) a discretionary bonus payable with respect to 2008 performance
with a target of fifty percent (50%) of Base Salary.  For subsequent
years, the Annual Bonus target shall be established annually by the Compensation
Administrator and may range between fifty percent (50%) and two hundred percent
(200%) of Base Salary.  The Compensation Administrator shall in its
discretion determine the amount of the Annual Bonus, which may be greater or
less than target and may be determined with respect to such factors as the
Compensation Administrator deems appropriate.  With the exception of
the signing bonus, any bonus approved by the Compensation Administrator will be
payable to Executive in accordance with the
terms of the applicable bonus policy, at the same time bonuses are paid to other
executive officers.  Executive shall only be entitled to receive any
Annual Bonus if he remains employed with the Company on the date such bonuses
are paid.  Subject to the provisions of this Agreement, the
determination and payment of the Annual Bonus shall be at the sole discretion of
the Compensation Administrator.

     

    2.3 Equity
Awards.

     

    On August
4, 2008, Executive received an award of 30,355 restricted stock units and 89,084
stock options (together, the “Initial Equity Grant”), pursuant to the terms of
the Company’s 2005 Equity Incentive Plan (the “2005 Plan”), subject to vesting
in one installment on August 4, 2011, and further subject to such terms as are
as set forth in the applicable award agreement or as otherwise set forth
below.  The Compensation Administrator will review no less than
annually Executive’s eligibility for further awards pursuant to the 2005 Plan,
or any subsequent equity compensation plan for which Executive is eligible, and
based on such review, may in its sole discretion grant Executive further
awards.  Each such award shall contain such terms and conditions as
shall be determined by the Compensation Administrator; provided, however, that
Executive shall have the following rights with respect to the Initial Equity
Grant and any additional equity grants made to Executive after the Effective
Date and prior to January 1, 2009 (collectively, the “2008 Outstanding Equity
Grants”):

     

    2.3.1 In the
event that (i) Executive has a termination of employment due to an Involuntary
Termination Without Cause, (ii) Executive’s employment terminates due to death
or Disability, or (iii) Executive voluntarily terminates employment for Good
Reason, then all unvested portions of the 2008 Outstanding Equity Grants shall
be deemed to be fully vested upon execution and timely delivery by Executive or
the administrator of his estate, without revocation, of a full general release
of claims (excluding claims for amounts payable under this Agreement),
substantially in the form of Exhibit A attached
hereto.  Delivery of such general release shall not be considered
timely, and Executive shall not be entitled to the acceleration of vesting as
set forth in this Section 2.3.1, if not made by sixty (60) calendar days after
the Termination Date.

     

    2.3.2 The stock
option awarded pursuant to the 2008 Outstanding Equity Grants shall remain
exercisable upon termination of Executive’s employment for any reason, until the
earliest of (i) eight (8) months following the Termination Date (as defined
below), and (ii) the latest date on which such option could otherwise be
exercised without giving effect to a termination of service.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    2.3.3 

     

    2.4 Health and Welfare
Benefits.

     

    Executive
shall be eligible to participate in all benefit programs (including welfare
plans, retirement plans, disability plans, leave programs and educational
reimbursement programs) provided by the Company to its employees, in accordance
with terms of the applicable plans.

     

    2.5 Equipment, Supplies and
Services.

     

    The
Company shall provide Executive with equipment, supplies, and professional and
administrative support services that, in the judgment of the Company, are
reasonably necessary for Executive to efficiently perform the duties required
hereunder.

     

    2.6 Tax
Liability.

     

    Subject
to the Company’s obligations in Sections 3.7.8 and 3.9, Executive shall take
full and complete responsibility for, and shall hold the Company harmless from,
any and all tax liability relating to his receipt of benefits, including but not
limited to, withholding, social security, SUI/SDI, federal, state or local
taxes, and any interest or penalties incurred in connection with receipt of such
benefits.

     

    ARTICLE
3

     

    TERM AND
TERMINATION OF EMPLOYMENT

     

    3.1 Term of
Employment.

     

    As used
in this Agreement, the phrase “Term of Employment” shall mean the period
commencing with the Effective Date (as defined herein) of this Agreement and
ending on the third anniversary of the Effective Date.  The Term of
Employment shall be extended for additional one-year periods if neither
Executive nor the Company has notified the other in writing as least six (6)
months prior to the end of the then Term of Employment, as extended at such
time, that the Term of Employment shall not be extended or further extended, as
the case may be, for any additional one-year period; provided, however, that if
a Change in Control occurs during the Term of Employment, the Term of Employment
shall be automatically extended to the date which is two (2) years after the
date on which the Change in Control occurs.   The Term of
Employment may end prior to the Expiration Date pursuant to Section 3.2, Section
3.3, Section 3.4, Section 3.5 or Section 3.6.

     

    3.2 Death and
Disability.

     

    Executive’s
employment under this Agreement shall terminate automatically upon Executive’s
death.  Additionally, the Company may terminate Executive’s employment
under this Agreement, in compliance with all state and federal workers’
compensation, disability, and family and medical leave laws, if Executive is
absent from work or is unable to discharge the essential functions of
Executive’s position, with or without reasonable accommodation, due
to

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    legal,
physical or mental incapacity for a period of at least sixty (60) days (whether
or not consecutive) in any three hundred and sixty-five (365) consecutive day
period (a “Disability”).

     

    3.3 The Company’s Right to
Terminate For Cause.

     

    The
Company may terminate Executive’s employment under this Agreement at any time
for Cause.  For purposes of this Agreement, the term “Cause” shall
mean as reasonably determined by the Board:  (i) the commission by
Executive of any criminal act which results in an arrest or indictment except
misdemeanors involving the operation of a motor vehicle; (ii) Executive’s
conduct that results in or is reasonably likely to result in material harm to
the business or reputation of the Company and, if capable of cure, Executive has
not cured such conduct within sixty (60) days following receipt of written
notice by the Company; (iii) Executive’s material violation of any contract or
agreement between Executive and the Company, including but not limited to this
Agreement, or any policy of the Company applicable to Executive; (iv) Executive
knowingly and deliberately acting in a manner contrary to express lawful and
reasonable limitations or instructions imposed on Executive, (v) Executive’s
failure to perform his duties and responsibilities with the Company (other than
any failure due to physical or mental incapacity) after a demand for performance
is delivered to him by the Company which specifically identifies the manner in
which the Company believes he has not performed his duties, or (vi) Executive’s
violation of any Company policy applicable at the time of the events, acts or
omissions at issue.  A failure or refusal by the Company to exercise
its right to terminate Executive’s employment under this Agreement as a result
of the existence of Cause or any other factor shall not constitute nor be
construed as a waiver of its right to terminate Executive’s employment under
this Agreement at a later time for such Cause or other factor under this
Section, or without Cause under Section 3.4.

     

    3.4 The Company’s Right to
Terminate Without Cause.

     

    The
Company may terminate Executive’s employment under this Agreement at will, at
any time during the Term of Employment, without Cause (an “Involuntary
Termination Without Cause”).  In the event that the Company exercises
its right to terminate Executive’s employment in an Involuntary Termination
Without Cause, then Executive will be entitled to receive Base Salary and
benefits earned up to and including the date of termination of Executive’s
employment (the “Termination Date”) and will be entitled to the
following:

     

    3.4.1 Cash in
the amount of one and one-half (1.5) times the Base Salary in effect on the
Termination Date, payable in one lump sum upon the Severance Payment Date (as
defined below).

     

    3.4.2 Cash in
the amount of one and one-half (1.5) times the average Annual Bonus, if any,
paid to Executive for the prior two (2) fiscal years (which amount Executive
agrees will be paid in lieu of any Annual Bonus for the fiscal year in which
termination occurs), payable upon the Severance Payment Date; provided, however,
that the bonus payments for 2008 shall be disregarded, and if the Termination
Date occurs before the date an Annual Bonus amount has been determined for 2009
and/or 2010, then in lieu of an actual Annual Bonus amount, the amount used for
purposes of calculating

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    3.4.3 the
average Annual Bonus shall be one hundred percent (100%) of Base Salary for such
year or years.

     

    3.4.4 Cash in
the amount of one and one-half (1.5) times the maximum annual Company matching
contribution to the Company’s 401(k) plan that would otherwise be made to
Executive’s account for the plan year in which termination occurs, calculated
without regard to Executive’s contribution or limits imposed under the Internal
Revenue Code of 1986, as amended (the “Code”), payable upon the Severance
Payment Date.

     

    3.4.5  Cash
in the amount of eighteen (18) times Executive’s monthly car allowance amount in
effect (if any) on the Termination Date, payable on the Severance Payment
Date.

     

    3.4.6 If
Executive elects to continue to participate in the Company’s standard medical
and dental benefits in accordance with the health care continuation provisions
of Section 4980B(f) of the Code (“COBRA”), then the Company will continue to pay
a portion of the cost thereof equal to the portion paid by the Company prior to
the Termination Date for up to eighteen (18) months following the Termination
Date, if: (1) Executive provides written notice of such election to Company
within the time prescribed in the “COBRA Notice”; and (2) Executive pays the
Company monthly an amount equal to Executive’s contribution for such benefits as
was in effect at the Termination Date, if any.  The benefit set forth
in this Section 3.4.5 shall cease upon Executive becoming eligible for
reasonably comparable medical and dental benefits through a successor
employer.

     

    3.4.7 The
Company will continue Executive’s term life insurance coverage at the level in
effect on the Termination Date, or obtain similar coverage at the Company’s
expense, for a period of eighteen (18) months following the Termination Date,
provided that if Executive is a “specified employee” within the meaning of
section 409A(a)(2)(b)(i) of the Code, Executive must, prior to
the due date for such premium costs, pay to the Company or to the life insurance
carrier, as applicable, all premium costs which are due prior to the date
occurring six (6) months after the Termination Date, and, on such date, the
Company will reimburse Executive for all costs so paid; and provided further
that if the premiums of such life insurance coverage are increased for any
reason, Executive shall pay the amount of such increase in
premiums.

     

    3.4.8 All
unvested stock options and restricted stock units awarded as the 2008
Outstanding Equity Grants held by Executive on the Termination Date shall be
deemed to be fully vested upon the effectiveness, without further right of
revocation, of the release described in the last paragraph of this Section
3.4.  Executive shall be responsible and shall make appropriate
provisions for any withholding taxes associated with such accelerated vesting in
accordance with the applicable award agreement.  Any such award shall
settle in accordance with the terms of its award agreement giving effect to the
accelerated vesting; provided, however, that any restricted stock unit vesting
pursuant to this Section 3.4.7 will be settled not later than the Severance
Payment Date.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    3.4.9 Except as
set forth herein or in Section 3.7, no additional benefits will be earned by
Executive following the Termination Date.  Notwithstanding anything in
this Agreement to the contrary, the Company’s obligation to provide the benefits
set forth in this Section 3.4 is expressly conditioned upon Executive’s
execution and timely delivery, without revocation, of a full general release of
claims (excluding claims for amounts payable under this Agreement),
substantially in the form of Exhibit A, attached
hereto.  Delivery of such general release shall not be considered
timely, and Executive’s entitlement to the benefits set forth in this Section
3.4 shall be extinguished, if not made by sixty (60) calendar days after the
Termination Date.

     

    3.5 Resignation by Executive for
Good Reason.

     

    Executive
may terminate Executive’s employment under this Agreement at will, at any time
during the Term of Employment, for Good Reason.  In the event that
Executive exercises his right to terminate Executive’s employment under this
Agreement for Good Reason, Executive shall be entitled to all of the benefits
specified in Section 3.4 and its subsections, subject to all of the terms
thereof including, without limitation, the requirements in the last paragraph
thereof.  For purposes of this Agreement, the term “Good Reason” shall
include any of the following that occur without the consent of
Executive:  (i) reduction in the Base Salary which is not permitted
pursuant to Section 2.1; (ii) the Company’s refusal to allow Executive to
participate in its benefit programs (including welfare plans, retirement plans,
disability plans and leave programs) provided by the Company to its employees,
in accordance with terms of the applicable plans; (iii) a significant reduction
of Executive’s duties, title, position or responsibilities that is effected
without Executive’s written consent; or (iv) at any time within two (2) years
after the occurrence of a Change in Control, a required relocation of
Executive's residence of more than 35 miles from the location of Executive's
residence immediately before such Change in Control.  Notwithstanding
the foregoing, Executive must provide the Company with advance written notice of
the Company’s conduct giving rise to Good Reason within thirty (30) days
following the occurrence of such conduct and not less than thirty (30) days
prior to the proposed date of such resignation for Good Reason (the “Cure
Period”) and during the Cure Period, the Company may attempt to rescind or
correct the matter giving rise to Good Reason.  Only if such notice is
given and the Company does not rescind or correct the matter giving rise to Good
Reason during the Cure Period may Executive terminate his employment for Good
Reason.  Such termination must occur no later than six (6) months
after the date of the initial existence of any one or more of the circumstances
that first gave rise to Good Reason.

     

    3.6 Resignation by
Executive.

     

    Executive
may terminate Executive’s employment under this Agreement at will, at any time
during the Term of Employment, for any reason or no reason.  In the
event Executive resigns for any reason other than Good Reason, the Company shall
pay Executive only the compensation and benefits earned by Executive as of the
Termination Date, and no additional compensation or sums shall be owed to
Executive.  Executive agrees and acknowledges that the Annual Bonus
will be based on the Company’s and Executive’s overall performance for the
entire fiscal year and is payable only if Executive remains employed with the
Company on the date the Annual Bonus is paid, and no portion of such bonus will
be deemed earned unless Executive remains

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    employed
by the Company for the entire fiscal year covered by the Annual Bonus and
through the date of payment.

     

    3.7 Change in
Control.

     

    In the
event of a Change in Control (as defined below) and the occurrence of any one of
the following events within two (2) years after such Change in
Control:  (i) Involuntary Termination Without Cause, or (ii)
Executive’s resignation of his employment for Good Reason, then Executive will
be entitled to the following benefits, in addition to all amounts and benefits
to which Executive shall be entitled as a result of his employment up to and
including the Termination Date:

     

    3.7.1 Cash in
the amount of two and one-half (2.5) times the Base Salary in effect on the
Termination Date, payable in one lump sum upon the Severance Payment
Date.

     

    3.7.2 Cash in
the amount of two and one-half (2.5) times the highest Annual Bonus, if any,
paid to Executive over the prior two (2) fiscal years (which amount Executive
agrees will be paid in lieu of any Annual Bonus for the fiscal year in which
termination occurs), payable upon the Severance Payment Date.

     

    3.7.3 Cash in
the amount of two and one-half (2.5) times the maximum annual Company matching
contribution to the Company’s 401(k) plan that would otherwise be made to
Executive’s account for the plan year in which termination occurs, calculated
without regard to Executive’s contribution or limits imposed under the Code,
payable upon the Severance Payment Date.

     

    3.7.4 Cash in
the amount of thirty (30) times Executive’s monthly car allowance amount in
effect (if any) on the Termination Date, payable on the Severance Payment
Date.

     

    3.7.5 If
Executive elects to continue to participate in Company’s standard medical and
dental benefits through COBRA, the Company will continue to pay its portion of
the cost thereof until December 31 of the second calendar year following the
year in which the Termination Date occurs, if:  (1) Executive provides
written notice of such election to the Company within the time prescribed in the
“COBRA Notice”; and (2) Executive pays the Company monthly an amount equal to
Executive’s contribution for such benefits as was in effect at the Termination
Date, if any.  The benefit sets forth in this Section 3.7.5 shall
cease upon Executive becoming eligible for reasonably comparable medical and
dental benefits through a successor employer.

     

    3.7.6 The
Company will continue Executive’s term life insurance coverage at the level in
effect on the Termination Date, or obtain similar coverage at the Company’s
expense, for a period of thirty (30) months following the Termination Date,
provided that if Executive is a “specified employee” within the meaning of
section 409A(a)(2)(b)(i) of the Code, Executive must, prior to
the due date for such premium costs, pay to the Company or to the life insurance
carrier, as applicable, all premium costs which are due prior to the date
occurring six (6) months after the Termination Date, and,

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    3.7.7 on such
date, the Company will reimburse Executive for all costs so paid; and provided
further that if the premiums of such life insurance coverage are increased for
any reason, such coverage shall be reduced to the level required to maintain the
same premium rates as in effect on the Termination Date.

     

    3.7.8 All
unvested stock options and restricted stock units of the Company held by
Executive on the Termination Date shall be deemed to be fully vested upon the
effectiveness, without further right of revocation, of the release described in
the last paragraph of this Section 3.7.  Executive shall be
responsible and shall make appropriate provisions for any withholding taxes
associated with such accelerated vesting in accordance with the applicable award
agreement.  Any such award shall settle in accordance with the terms
of its award agreement, giving effect to the accelerated vesting; provided,
however, that any restricted stock unit will be settled not later than the
Severance Payment Date.

     

    3.7.9 Cash in
the amount and payable at the time determined as set forth in Section 3.9
regarding parachute payments under Section 280G of the Code.

     

    The
benefits set forth in this Section 3.7 are in lieu of any benefits that would
otherwise be available to Executive under Section 3.4 or Section 3.5, and no
additional benefits will be earned by Executive following the Termination
Date.  Notwithstanding anything in this Agreement to the contrary, the
Company’s obligation to provide the benefits set forth in this Section 3.7 is
expressly conditioned upon Executive’s execution and timely delivery, without
revocation, of a full general release of claims (excluding claims for amounts
payable under this Agreement), substantially in the form of Exhibit A attached
hereto.  Delivery of such general release shall not be considered
timely, and Executive’s entitlement to the benefits set forth in this Section
3.7 shall be extinguished, if not made by sixty (60) calendar days after the
Termination Date.

     

    3.8 Definition of Change in
Control.

     

    For
purposes of this Agreement, a “Change in Control” of the Company shall mean and
shall be deemed to have occurred if and when any one of the following four
events occurs:  (i) within the meaning of Section 13(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”), any person or group
becomes a beneficial owner, directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the Company’s then
outstanding securities, without the prior approval of the Company; (ii) an
election of Directors not in accord with the recommendations of the majority of
the Directors who were in office prior to the pending election; (iii) the
stockholders of the Company approve an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities which are not
subsidiaries, as a result of which less than 50% of the outstanding securities
of the surviving or resulting entity are, or are to be, owned by former
stockholders of the Company (excluding from the term “former stockholders” a
stockholder who is, or as a result of the transaction in question, becomes an
“affiliate,” as that term is used in the Exchange Act and the rules promulgated
thereunder, of any party to such merger, consolidated or reorganization); or
(iv) the stockholders of the Company approve the sale of substantially all of
the Company’s business and/or assets (in one transaction or a series of related
transactions) to a person or entity which is not a subsidiary.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    280G
Reimbursement.

     

    In the
event any of the benefits provided for in this Agreement or any other benefits
approved at any time by the Compensation Administrator and otherwise payable to
Executive constitute “parachute payments” within the meaning of Section 280G of
the Code, and will be subject to the excise tax imposed by Section 4999 of the
Code, then the Company shall pay Executive (A) a cash payment equal to such
excise tax, and (B) an additional cash payment equal to the excise tax and
federal and state income and employment taxes arising from the payments made by
the Company to Executive pursuant to this sentence, payable upon the Severance
Payment Date.  For purposes of part (B) of the preceding sentence,
federal and state income taxes shall be assumed to be at the highest applicable
rates for ordinary income as of the Termination Date.

     

    The
determination of Executive’s excise tax liability and the amount required to be
paid to Executive by the Company under this Section 3.9 shall be made in writing
by a national accounting firm chosen by the Company (the
“Accountants”).  For purposes of making the calculations required by
this Section 3.9, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code.  The Company and Executive must furnish to the Accountants
such information and documents as the Accountants may reasonably request in
order to make a determination under this Section 3.9.  The Company
shall bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section 3.9.  The Accountants’
written determination pursuant to this Section 3.9 shall be conclusive and
binding on the Parties.

     

    3.9 Obligation Upon Termination
for Cause or Termination by Executive Without Good Reason.

     

    If
Executive’s employment under this Agreement is terminated for Cause under
Section 3.3 or due to resignation without Good Reason under Section 3.6 above,
then neither Executive nor Executive’s estate shall be entitled to receive any
compensation, benefits, or other remedies under or in relation to this Agreement
or otherwise, other than the payment of Executive’s Base Salary and benefits
earned up to the Termination Date, except as otherwise specifically
provided.

     

    3.10 Obligation Upon Termination
for Death or Disability.

     

    If
Executive’s employment under this Agreement is terminated under Section 3.2
above, then all unvested stock options and restricted stock units of the Company
held by Executive on the Termination Date shall immediately be deemed to be
fully vested.  Executive or the administrator of Executive’s estate
shall be responsible and shall make appropriate provisions for any withholding
taxes associated with such accelerated vesting in accordance with the applicable
award agreement.  Such award shall settle in accordance with the
applicable award agreement, giving effect to the accelerated
vesting.  Notwithstanding anything in this Section 3.11 to the
contrary, the Company’s obligation to provide the benefits set forth in this
Section 3.11 is expressly conditioned upon execution and timely delivery by
Executive or the administrator of Executive’s estate, without further right of
revocation, of a full general release of claims (excluding claims for amounts
payable under this Agreement), substantially in the form of Exhibit A attached
hereto.  Delivery of such general release shall not be considered
timely, and

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Executive’s
entitlement to the benefits set forth in this Section 3.11 shall be
extinguished, if not made by sixty (60) calendar days after the date of death or
disability.

     

    3.11 Severance Payment
Date.

     

    The
Severance Payment Date shall be the date that is the later of thirty (30) days
following the Termination Date or ten (10) days following the execution of the
full general release of claims, substantially in the form of Exhibit A attached
hereto.

     

    ARTICLE
4

     

    INDEMNITY

     

    The
Company and Executive entered into an Indemnification Agreement on August 4,
2008, which remains in full force and effect.

     

    Executive
agrees to fully indemnify and hold the Company harmless from and against any and
all liability, loss, damage, claim or cause(s) of action (whether or not
well-founded) which may result, directly or indirectly, from any actions of
Executive which are not within the course and scope of Executive’s employment as
authorized or required hereunder.

     

    ARTICLE
5

     

    MISCELLANEOUS

     

    5.1 Confidential Information;
Prohibited Misappropriation.

     

    Executive
hereby recognizes and acknowledges that during the course of his employment by
the Company, the Company has disclosed and will furnish, disclose, or make
available to Executive confidential and proprietary information related to the
Company’s business including, without limitation, business records, personnel
information, financial information, ideas, processes, inventions, and devices
and other technical or related documentation, whether or not patentable or
entitled to trademark (the “Confidential Information”), that such Confidential
Information has been developed and will be developed through the expenditure by
the Company of substantial time and money and that all such Confidential
Information, except to the extent it is in the public domain, shall constitute
valuable, special and unique assets of the Company and trade secrets protected
under applicable law.  Executive further agrees to use such
Confidential Information only for the purpose of carrying out his duties with
the Company and agrees that he will not, for a period of two (2) years after his
last day of employment with the Company, misappropriate for himself or others or
disclose to any third party, either directly or indirectly, any Confidential
Information.  It is expressly understood that Executive shall not be
in breach of this Section 5.1 for any disclosure he is required to make by
virtue of a final unappealable order by a court of competent
jurisdiction.  It is further expressly agreed that Executive shall
return to the Company at the time of termination of employment and not retain
any property belonging to the Company, including, without limitation, any and
all originals and copies of documents referencing or containing any Confidential
Information.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    Prohibited
Solicitation:  Employees.

     

    During
the term of his employment and for one and one-half (1.5) years after
termination of employment for any reason, Executive agrees not to directly or
indirectly encourage or solicit any individual to leave the Company’s employ for
any reason or interfere in any other manner, except with respect to disciplinary
or other employment actions Executive may undertake in Executive’s role as a
supervisor, with the employment relationship at the time existing between the
Company and its current or prospective employees.

     

    5.2 Prohibited
Solicitation:  Third Parties.

     

    During
the term of his employment and for one and one-half (1.5) years after
termination of employment for any reason, Executive agrees not to directly or
indirectly induce or attempt to induce any member, payor, contractor, supplier,
distributor, licensee or other affiliate of the Company to cease its
relationship with the Company or in any way interfere with the existing
relationship between any such member, payor, contractor, supplier, distributor,
licensee or other affiliate and the Company.  After employment,
Executive agrees not to use Confidential Information to directly or indirectly
induce or attempt to induce any member, payor, contractor, supplier,
distributor, licensee or other affiliate of the Company to cease its
relationship with the Company or in any way interfere with the existing
relationship between any such member, payor, contractor, supplier, distributor,
licensee or other affiliate and the Company.

     

    5.3 No
Competition.

     

    During
the term of his employment and for one year (1) after termination of employment
for any reason, Executive shall not, without the prior written consent of the
Board or a duly authorized committee thereof, directly or indirectly, own, enter
into, engage in, operate, manage, control, participate in, advise, assist,
finance, be employed by or render services to or consult with, or have a
financial or other interest in, any business that competes with the Company (or
any segment thereof), or take any preliminary steps to do any of the foregoing;
provided, however, that anything above to the contrary notwithstanding,
Executive may own, as a passive investor, securities of any publicly-traded
entity, so long as Executive’s holdings in any one such entity do not in the
aggregate constitute more than one percent (1%) of the voting stock of such
entity, and securities of any non-publicly traded entity, so long as Executive’s
holdings in any one such entity do not in the aggregate constitute more than
five percent (5%) of the voting stock of such entity.

     

    5.4 Recourse for Breach of
Restrictive Covenants.

     

    Executive
acknowledges that monetary damages may not be sufficient to compensate the
Company for any economic loss which may be incurred by reason of Executive’s
breach of the foregoing restrictive covenants.  Accordingly, in the
event of any such breach, the Company is relieved from paying any remaining
payments or providing any remaining benefits required under this Agreement, it
may pursue any remedies available at law, and it will be entitled to obtain
equitable relief in the form of an injunction precluding Executive from
continuing to engage in such breach.  Such relief may be sought as
provided in Section 5.9.

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Consideration.

     

    Executive
acknowledges that the restrictions placed upon him by Sections 5.1, 5.2, 5.3 and
5.4 are reasonable, given the nature of his position, and that there is
sufficient consideration promised him pursuant to this Agreement to support
these restrictions.

     

    5.5 Survival of Restrictive
Covenants.

     

    The
restrictions of Sections 5.1, 5.2 and the specified portion of 5.3 shall survive
Executive’s last day of employment by the Company and shall be in addition to
any restrictions imposed upon Executive by statute or at common
law.

     

    5.6 Applicability.

     

    Sections
5.1 (except as to personnel information), 5.2, and 5.3 shall not apply should
the Company cease to exist altogether.

     

    5.7 Dispute
Resolution.

     

    Except as
the Parties may otherwise agree in writing, all claims, demands, causes of
action or controversies - past, present or future - that Executive may have
against the Company, its officers, directors, employees, independent contractors
or agents past, present or future - or that the Company may have against
Executive, shall be resolved by final and binding arbitration pursuant to the
provisions of Exhibit
B hereto.  PLEASE READ CAREFULLY.  BY SIGNING THIS
AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN A COURT OF LAW AND
TO HAVE YOUR CASE HEARD BY A JUDGE AND/OR JURY.

     

    5.8 Amendment and
Modifications.

     

    This
Agreement and the August 4, 2008 Indemnification Agreement referenced in Article
4 of this Agreement contain a complete statement of all rights and obligations
between the Parties with respect to Executive’s employment by the
Company.  This Agreement supersedes all prior and existing
negotiations and agreements, including, but not limited to, the Prior Agreement,
between the Parties concerning Executive’s employment and can only be changed or
modified pursuant to a written instrument duly executed by each of the Parties
hereto.

     

    5.9 Severability.

     

    If any
provision of this Agreement or any portion thereof is declared invalid, illegal
or incapable of being enforced by an arbitrator or any Court of competent
jurisdiction, the remainder of such provisions and all of the remaining
provisions of this Agreement shall continue in full force and
effect.  Without limiting the generality of the foregoing, in the
event that any provision of this Agreement stating that an alternative amount is
due in lieu of an Annual Bonus for a partial fiscal year, or that no Annual
Bonus is due for a partial fiscal year, is found not to be enforceable by an
arbitrator or any Court of competent jurisdiction, the Company and Executive
agree that the earned bonus for any partial fiscal year shall be presumed to be
twenty-five percent (25%) of Base Salary, prorated for the number of days during
the year for which Executive was employed by the Company, absent clear and
convincing evidence that Executive would have had a legally

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    enforceable
right to a higher bonus (excluding the effect of proration) if he had remained
employed for the entire year.

     

    5.10 Withholdings.

     

    All
amounts payable hereunder shall be subject to such withholdings as may be
required by law.

     

    5.11 Successors and
Assigns.

     

    This
Agreement shall inure to the benefit of the successors and assigns of the
Company.  Except as expressly provided in this Agreement, Executive
may neither sell, transfer, assign, nor pledge any of Executive’s rights or
interests pursuant to this Agreement.  The Company may sell, transfer
or assign this Agreement or any of the Company’s rights under this Agreement in
connection with any transaction involving the sale, assignment or transfer of
the stock or assets of the Company, or a merger or other reorganization
involving the Company (whether or not the Company is the surviving entity in
such transaction), or any transaction involving a Change in
Control.

     

    5.12 Copyright, Publication and
Use of Data.

     

    All work
developed by Executive under this Agreement shall be the sole and exclusive
property of the Company.  Executive shall not have the right to use,
distribute or otherwise disseminate such work without the express written
permission of the Company.

     

    5.13 Notices.

     

    Whenever
notice is to be served hereunder, service shall be made personally, by facsimile
transmission, by overnight courier or by registered or certified mail, return
receipt requested.  All postage and other delivery charges shall be
prepaid by the party sending the notice.  Notice shall be effective
only upon receipt by the Party being served, except notice shall be deemed
received seventy two (72) hours after posting by the United States Post Office,
by any method described above.  Confirmation of receipt of any
facsimile sent must be received in order to presume that the transmission was
received.  All notices shall be sent to the addresses described below
unless changed by written notice pursuant to the terms of this
Section.

     

    
      	
              If
      to the Company:

            	
              Berry
      Petroleum Company

              1999
      Broadway, Suite 3700

              Denver,
      CO 80202

              Facsimile
      No. – 303-999-4400

              Attn:
      Robert F. Heinemann, President and Chief Executive
  Officer

            
	
              Copy
      to (which shall not constitute notice):

            	
              Laura
      K. McAvoy, Esq.

              Musick
      Peeler & Garrett LLP

              2801
      Townsgate Road, Suite 200

              Westlake
      Village, CA 91361

              Facsimile
      No. - 805-418-3101

            
	
              If
      to Executive:

            	
              David
      D. Wolf

              [ADDRESS]

              [or
      current address as listed in the Company’s
  records.]

            


    

     

    5.14 Waiver.

     

    No waiver
of any term, provision or condition of this Agreement, whether by conduct or
otherwise, in anyone or more instances, shall be deemed to be or be construed as
a further or continuing waiver of any such term, provision or condition or as a
waiver of any other term, provision or condition of this Agreement.

     

    5.15 Counterparts.

     

    This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original instrument and all of which together shall constitute the
same instrument.

     

    5.16 Authority.

     

    The
individuals signing below represent that each has full authority to enter this
Agreement and that each Party hereto will be bound by the respective
signatories.

     

    5.17 Section
409.

     

    This
Agreement is intended to comply with Section 409A of the Code and accompanying
Treasury regulations and guidance (“Section 409A”) and any ambiguous provision
will be construed in a manner that is compliant with or exempt from the
application of Section 409A.

     

    Notwithstanding
any provision in this Agreement to the contrary, if the payment of any
compensation or benefit hereunder (including, without limitation, any severance
benefit) would be subject to additional taxes and interest under Section 409A
because the timing of such payment is not delayed as provided in Section
409A(a)(2)(B) of the Code, then any such payment or benefit Executive would
otherwise be entitled to during the first six months following the Termination
Date shall be accumulated and paid or provided, as applicable, on the date that
is one day (or if such date does not fall on a business day of the Company, the
next following business day of the Company) after the earlier of (i) the date of
Executive’s death, (ii) six months after the Termination Date, or (iii) such
earlier date upon which such amount can be paid or provided under Section 409A
without being subject to such additional taxes and interest.

     

    5.18 Captions and
Construction.

     

    The
captions used herein as headings of the various sections hereof are for
convenience only, and the Parties agree that such captions are not to be
construed to be part of this Agreement or to be used in determining or
construing the intent, context or meaning of this Agreement.  The
Parties further agree that no term of this Agreement shall be construed against
any party because of such party’s role or input in drafting this
Agreement.

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Governing
Law.

     

    This
Agreement shall be deemed to have been executed and delivered within the State
of Colorado, and the rights and obligations of the Parties hereunder shall be
construed and enforced in accordance with, and governed by, the laws of the
State of Colorado without regard to its conflicts of law
principles.

     

    IN
WITNESS WHEREOF this Agreement, the Parties to this Agreement have executed this
Agreement to be effective as of ___________ ___, 2008 (“Effective
Date”).

     

    BERRY
PETROLEUM COMPANY

     

    


     

    
      	
               
      

            	
              By:  _______________________________

            


    

    
      	
               
      

            	
                 Robert F.
      Heinemann

            


    

    
      	
               
      

            	
                     President
      and Chief Executive Officer

            


    

    


    Date:  ___________
___, 2008

     

    EXECUTIVE

     

    __________________________________

     

    David D.
Wolf

     

    Date:  ______________,
2008


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    GENERAL
RELEASE OF CLAIMS

     

    This
General Release (“Release”) is entered into as of this _____ day of
__________,20_____, by and between Berry Petroleum Corporation (the “Company”),
and David D. Wolf, an employee of the Company (“Executive”) (collectively, the
“Parties”).

     

    RECITALS

     

    WHEREAS, Executive and the
Company are parties to an Employment Agreement (the “Agreement”) dated
___________ ___, 2008, governing the terms and conditions applicable if
Executive’s employment is terminated for various reasons;

     

    WHEREAS, pursuant to the terms
of the Agreement, the Company has agreed to provide Executive certain benefits
and payments under the terms and conditions specified therein, provided that
Executive has executed and not revoked a general release of claims in favor of
the Company;

     

    WHEREAS, Executive’s
employment with the Company is being terminated effective _____________;
and

     

    WHEREAS, the Parties wish to
terminate their relationship amicably and to resolve, fully and finally, all
actual and potential claims and disputes relating to Executive’s employment with
and termination from the Company and all other relationships between Executive
and the Company, up to and including the date of execution of this
Release.

     

    NOW, THEREFORE, in
consideration of these Recitals and the promises and mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are expressly acknowledged, the Parties, intending to be
legally bound, agree as follows:

     

    AGREEMENT

     

    Termination
of Employment.  Executive’s employment with the Company shall
terminate on _________________ (the “Termination Date”).

     

    Severance
Benefits.  Pursuant to the terms of the Agreement, and in
consideration of Executive’s release of claims and the other covenants and
agreements contained herein and therein, and provided that Executive has signed
this Release and delivered it to the Company and has not exercised any
revocation rights as provided in Section 6 below, the Company shall provide the
severance benefits described in Section 3.4 or Section 3.7, as applicable, of
the Agreement (the “Benefits”) in the time and manner provided therein;
provided, however, that the Company’s obligations shall be excused if Executive
breaches any of the provisions of this Agreement including, without limitation,
Sections 7, 8 and 9 hereof.  Executive acknowledges and agrees that
the Benefits constitute consideration beyond that which, but for the mutual
covenants set forth in this Release and the covenants contained in the
Agreement, the

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Company
otherwise would not be obligated to provide, nor would Executive otherwise be
entitled to receive.

     

    Effective
Date.  Provided that it has not been revoked pursuant to
Section 6 hereof, this Release will become effective on the eighth (8th) day
after the date of its execution by Executive (the “Effective
Date”).

     

    Effect of
Revocation.  Executive acknowledges and agrees that, in the
event that Executive revokes this Release pursuant to Section 6 hereof,
Executive shall have no right to receive the Benefits.

     

    General
Release.

     

    (a)           In
consideration of the Benefits and the Company’s other covenants contained herein
and in the Agreement, Executive hereby forever releases and discharges the
Company and its parent, subsidiary(ies), related and/or affiliated companies
(“Affiliates”) and each of its and their past and present officers, directors,
managers, employees, agents, attorneys and insurers, and each of its and their
respective successors and assigns (collectively, the “Released Parties”) from
any and all claims, charges, complaints, liens, demands, causes of action,
obligations, damages and liabilities, known or unknown, suspected or
unsuspected, that Executive had, now has, or may hereafter claim to have against
the Released Parties, arising out of or relating in any way to Executive’s
hiring by, employment with, or separation from the Company, from the beginning
of time through the date Executive executes this Release (the “Released
Claims”).  This release specifically extends to, without limitation,
claims for wrongful termination, breach of an express or implied contract,
breach of the covenant of good faith and fair dealing, breach of fiduciary duty,
fraud, misrepresentation, defamation, slander, infliction of emotional distress,
disability, loss of future earnings, and claims under (all as amended from time
to time) federal law and the laws of any state including, but not limited to,
the United States Constitution, and applicable state and federal statutes and
regulations, including, but not limited to, the Civil Rights Act of 1964, the
Fair Labor Standards Act, the National Labor Relations Act, the Labor-Management
Relations Act, the Worker Retraining and Notification Act of 1988, the
Rehabilitation Act of 1973, as amended, the Americans With Disabilities Act, the
Employee Retirement Income Security Act of 1974, the Age Discrimination in
Employment Act of 1967, and the Sarbanes-Oxley Act, the Colorado
Anti-Discrimination Act, the California Constitution, the California Fair
Employment and Housing Act, the California Labor Code, California Civil Code and
the California Business and Professions Code, each to the extent
applicable.

     

    (b)           Executive
acknowledges and agrees that it is his intention to forever bar every claim
described in Section 5(a) herein, whether known or unknown to the Executive at
this time or discovered later.  Executive understands and acknowledges
that there are laws which may invalidate releases of claims which are unknown to
the releasing party.  Executive hereby expressly waives any protection
to which he may otherwise be entitled hereunder by virtue of any such
law.  In particular, and not by way of limitation, Executive
represents and acknowledges that he is familiar with Section 1542 of the
California Civil Code, which provides:

     

    A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.

     

    Executive
hereby waives and relinquishes any rights and/or benefits which he has or may
have under California Civil Code Section 1542 or any similar applicable law of
Colorado or any other state.

     

    (c)           Executive
hereby represents that no claim, complaint, charge or other action of any kind
on Executive’s behalf is pending against any of the Released
Parties.  Executive further represents and hereby agrees that
Executive shall not institute a claim, complaint, charge or other action of any
kind with any governmental agency or court against any of the Released Parties
concerning any of the released claims.  Executive further agrees not
to aid or assist any other person in pursuing any claim, charge or action
against the Released Parties unless compelled to do so by law or court
order.

     

    Review
and Revocation Period.  Executive acknowledges that the Company
has advised Executive that Executive may consult with an attorney of Executive’s
own choosing (and at Executive’s expense) prior to signing this Release and that
Executive has been given at least twenty-one (21) days during which to consider
the provisions of this Release, although Executive may sign and return it
sooner.  Executive further acknowledges that Executive has been
advised by the Company that after executing this Release, Executive will have
seven (7) days to revoke this Release, and that this Release shall not become
effective or enforceable until such seven (7) day revocation period has
expired.  Executive acknowledges and agrees that if Executive wishes
to revoke this Release, Executive must do so in writing, and that such
revocation must be signed by Executive and received by the Chairman of the Board
of the Company (or the Chairman of the Compensation Committee) no later than
5:00 p.m. Mountain Time on the seventh (7th) day after Executive has executed
this Release.  Executive acknowledges and agrees that, in the event
that Executive revokes this Release, Executive will have no right to receive any
benefits hereunder, including the Benefits.  Executive represents that
Executive has read this Release and understands its terms and enters into this
Release freely, voluntarily and without coercion.

     

    Confidentiality
and Non-Solicitation.  Executive reaffirms his commitments in
Sections 5.1, 5.2 and 5.3 of the Agreement.

     

    Cooperation
in Litigation.  At the Company’s reasonable request, Executive
shall use his good faith efforts to cooperate with the Company, its Affiliates,
and each of its and their respective attorneys or other legal representatives
(“Attorneys”) in connection with any claim, litigation or judicial or arbitral
proceeding which is material to the Company and is now pending or may
hereinafter be brought against the Released Parties by any third party;
provided, that, Executive’s cooperation is essential to the Company’s
case.  Executive’s duty of cooperation shall include, but not be
limited to (a) meeting with the Company’s and/or its Affiliates’ Attorneys by
telephone or in person at mutually convenient times and places in order to state
truthfully Executive’s knowledge of matters at issue and recollection of events;
(b) appearing at the Company’s, its Affiliates’ and/or their Attorneys’ request
(and, to the extent possible, at a time convenient to Executive that does not
conflict with the needs or requirements of Executive’s then-current employer) as
a witness at depositions or trials, without necessity of a subpoena, in order to
state truthfully Executive’s knowledge of matters at issue; and (c) signing at
the Company’s, its Affiliates’ and/or their Attorneys’ request declarations or
affidavits that truthfully state matters of which Executive has
knowledge.  The Company shall reimburse Executive for the reasonable
expenses incurred by him in the course of his cooperation hereunder and shall
pay to Executive per diem compensation in an amount equal to the daily prorate
portion of the Executive’s base salary immediately prior to the Termination
Date.  The obligations set forth in this Section 8 shall survive any
termination or revocation of this Release.

     

    Non-Admission
of Liability.  Nothing in this Release shall be construed as an
admission of liability by Executive or the Released Parties; rather, Executive
and the Released Parties are resolving all matters arising out of the employer
employee relationship between Executive and the Company and all other
relationships between Executive and the Released Parties.

     

    Binding
Effect.  This Release shall be binding upon the Parties and
their respective heirs, administrators, representatives, executors, successors
and assigns, and shall inure to the benefit of the Parties and their respective
heirs, administrators, representatives, executors, successors and
assigns.

     

    Governing
Law.  This Release shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado applicable to
agreements negotiated, entered into and wholly to be performed
therein.

     

    Severability.  Each
of the respective rights and obligations of the Parties hereunder shall be
deemed independent and may be enforced independently irrespective of any of the
other rights and obligations set forth herein.  In the event any
provision of this Release should be held illegal or invalid, such illegality or
invalidity shall not affect in any way other provisions hereof, all of which
shall continue, nevertheless, in full force and effect.

     

    Counterparts.  This
Release may be signed in counterparts and each counterpart shall be deemed to be
an original but together all such counterparts shall be deemed a single
agreement.

     

    Entire
Agreement:  Modification.  This Release constitutes
the entire understanding between the Parties with respect to the subject matter
hereof and may not be modified without the express written consent of both
Parties.  This Release supersedes all prior written and/or oral and
all contemporaneous oral agreements, understandings and negotiations regarding
its subject matter.  This Release may not be modified or canceled in
any manner except by a writing signed by both Parties.

     

    Acceptance.  Executive
may confirm his acceptance of the terms and conditions of this Release by
signing and returning two (2) original copies of this Release to the Company’s
Chief Executive Officer, no later than 5:00 p.m. Mountain Time twenty-one (21)
days after Executive’s receipt of notice of termination.

     

    EXECUTIVE
ACKNOWLEDGES AND REPRESENTS THAT EXECUTIVE HAS FULLY AND CAREFULLY READ THIS
RELEASE PRIOR TO SIGNING IT AND UNDERSTANDS ITS TERMS.  EXECUTIVE
FURTHER ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS BEEN, OR HAS HAD THE
OPPORTUNITY TO BE, ADVISED BY INDEPENDENT LEGAL COUNSEL OF EXECUTIVE’S OWN
CHOICE AS TO THE LEGAL EFFECT AND MEANING OF EACH OF THE TERMS AND CONDITIONS OF
THIS RELEASE, AND IS ENTERING INTO THIS RELEASE FREELY AND VOLUNTARILY AND NOT
IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS OTHER THAN AS SET FORTH IN THIS
RELEASE.

     

    IN WITNESS WHEREOF, the
Parties have executed this Release as of the day and year set forth
above.

     

    
      	
              David
      D. Wolf

               

            	
              Berry
      Petroleum Corporation

               

              By:                                                               

              Its:                                                               

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    ARBITRATION

     

    The
provisions of this Exhibit B are incorporated into and made a part of the
Employment Agreement dated ___________ ___, 2008 (the “Agreement”) by and
between Berry Petroleum Corporation (the “Company”) and David D. Wolf
(“Executive”).  Capitalized terms used and not defined herein have the
same meaning as set forth in the Agreement.

     

    (a)           Waiver of Right to
Trial.  The Company and Executive (the “parties”) understand
that they are waiving any right they may have to file a lawsuit or other civil
action or proceeding against each other, and are voluntarily waiving any right
they may have to resolve disputes between the parties through trial by judge or
jury.  Any and all claims or disputes arising out of or relating to
the employment relationship and/or the termination of the employment
relationship between the parties that are not resolved by their mutual agreement
shall be resolved exclusively by confidential, final and binding
arbitration.  The parties have the right to be represented by counsel
in any arbitration proceeding commenced pursuant to the Agreement.

     

    (b)           Claims Subject to
Arbitration.  Except as the parties may otherwise agree in
writing, all claims, demands, causes of action or controversies - past, present
or future - that Executive may have against the Company, its officers,
directors, employees, independent contractors or agents - past, present or
future - or that the Company may have against Executive (collectively the
“Claims”) shall be resolved by final and binding arbitration.  The
Claims include but are not limited to any claims or disputes in connection
with:  (1) the recruiting and hiring process; (2) the employment
relationship between the parties; (3) the termination of the employment
relationship; (4) any contracts between the parties; or (5) any and all Claims
arising under any federal, state or local law or regulation, including, but not
limited to, those relating to employment, compensation, wages, stock options,
benefits (except where an employee benefit or pension plan specifies that its
claims procedure shall culminate in a dispute resolution procedure different
from this one), discrimination, harassment, wrongful termination, wrongful
demotion, breach of contract, breach of the implied covenant of good faith and
fair dealing, interference with contract or prospective economic advantage,
intentional or negligent infliction of emotional distress, violation of public
policy, retaliation, fraud, promissory estoppel, defamation, unfair business
practices, invasion of privacy, negligence, assault or battery.  (The
Claims for discrimination and harassment include but are not limited to those
based on race, color, sex, sexual orientation, religion, national origin,
ancestry, citizenship, age, marital status, registered domestic partner status,
physical disability, pregnancy, mental disability, medical condition, veteran
status, and any claims arising under the Colorado Anti-Discrimination Act, the
California Fair Employment and Housing Act, the California Family Rights Act,
the Age Discrimination in Employment Act, the Americans with Disabilities Act,
the Equal Pay Act, the Civil Rights Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights
Act of 1964 as amended, and any other local, state, federal or common law
concerning employment or employment discrimination or harassment.)

     

    This
Exhibit B does not affect Executive’s right to seek administrative relief from
the United States Equal Employment Opportunity Commission or the California
Department of Fair Employment and Housing.  Further, this Exhibit B
does not cover claims Executive may have for workers’ compensation, state
disability benefits, unemployment compensation benefits or disputes covered by a
collective bargaining agreement.

     

    (c)           The Arbitration
Process.  Either Executive or the Company may commence the
arbitration process by filing a written demand for arbitration with the American
Arbitration Association (“AAA”), and sending a copy by personal delivery or
certified mail to the other party.  If the Company initiates
arbitration, it will send the notice to Executive’s last known home address as
reflected in the Company’s personnel records.  If Executive initiates
arbitration, Executive will send notice to the Chairman of the Board of the
Company (or the Chairman of the Compensation Committee).  Demands for
arbitration must be made within the applicable statute of
limitations.

     

    Any
arbitration between the parties shall be conducted pursuant to the AAA
procedures for the arbitration of employment disputes that are in effect at the
time of the commencement of arbitration, except as otherwise agreed in writing
by the parties.  The arbitration shall be conducted in the County of
Denver, Colorado, unless the parties mutually agree to conduct the arbitration
elsewhere.  The arbitration shall be conducted by a neutral Arbitrator
(the “Arbitrator”) selected by mutual agreement of the parties, or if no mutual
agreement can be reached, selected from a list of arbitrators provided by AAA,
as specified in the AAA’s procedures.  The parties will cooperate in
scheduling the arbitration proceedings.  Absent a subsequent contrary
written agreement between the parties, the arbitration hearing shall be
scheduled for a date that is within 180 days after the commencement of the
arbitration.  As for discovery, the parties will comply with any
discovery required by Colorado law.  Should a non-party witness refuse
to comply with a subpoena issued by the Arbitrator and the Arbitrator is unable
to enforce compliance with the subpoena, the parties agree to submit the
subpoena to a court of competent jurisdiction for enforcement of the
subpoena.

     

    The
Arbitrator shall apply the applicable substantive law, and the applicable law of
remedies, for the State of Colorado, or federal law, or both.  The
Arbitrator is without jurisdiction to apply any different substantive law or law
of remedies.  The Arbitrator is authorized to award any remedies
allowed by applicable law.  The Arbitrator cannot modify any of the
provisions of the Agreement.  The Arbitrator shall issue a written and
signed statement of the basis of its decision, including findings of fact and
conclusions of law.  The statement and award, if any, shall be based
on the terms of the Agreement, the findings of fact and the statutory and
decisional case law applicable to this dispute.  Proceedings to
confirm, correct or vacate an award or decision rendered by the Arbitrator will
be controlled by and conducted in conformity with applicable state
law.  The arbitration shall be final and binding upon the parties,
except as provided in this Exhibit B.  Neither the parties nor the
Arbitrator may disclose the existence, content, or results of any arbitration
without the prior written consent of both parties.

     

    (d)           Arbitration Fees, Costs and
Awards.  If Executive initiates arbitration against the
Company, Executive must pay a filing fee to AAA equal to the current filing fee
in the appropriate court had Executive’s claim been brought there, and the
Company shall bear the remaining costs of the arbitration forum, including
Arbitrator fees.  If the Company initiates arbitration against
Executive, the Company shall bear the entire cost of the arbitration forum,
including Arbitrator fees.  (Such costs do not include costs of
attorneys, discovery, expert witnesses, or other costs which Executive would
have been required to bear had the matter been filed in a court.) The Arbitrator
may award attorneys’ fees and costs to the prevailing party as authorized by
law.  If there is any dispute as to whether the Company or Executive
is the prevailing party, the Arbitrator will decide that issue.  Any
postponement or cancellation fee imposed by the arbitration service will be paid
by the party requesting the postponement or cancellation, unless the Arbitrator
determines that such fee would cause undue hardship on the party.  At
the conclusion of the arbitration, each party agrees to promptly pay any
arbitration award imposed against that party.

     

    (e)           Failure To Use Arbitration
Process.  Should either party pursue any dispute subject to
this Exhibit B by any method other than set forth herein, the responding party
shall be entitled to recover from the initiating party all damages, costs,
expenses and attorneys’ fees incurred as a result of appearing in, dismissing,
staying or litigating such action.

     

    (f)           Complete
Agreement.  This Exhibit B is the complete agreement of the
parties on the subject of arbitration of claims or disputes.  This
Exhibit B supersedes any prior or contemporaneous oral or written understanding
on the subject.  No party is relying on any representations, oral or
written, on the subject of the effect, enforceability or meaning of this Exhibit
B, except as specifically set forth in this Exhibit B.

     

    PLEASE
READ CAREFULLY.  BY SIGNING THE AGREEMENT, YOU ARE GIVING UP YOUR
RIGHT TO FILE A LAWSUIT IN A COURT OF LAW AND TO HAVE YOUR CASE HEARD BY A JUDGE
AND/OR JURY.

     

    


     

    
      	
              David
      D. Wolf

               

            	
              Berry
      Petroleum Corporation

               

              By:                                                               

              Its:                                                               

            


    

    


     

    



    
      
         


      

      
        18