ped_ex105





  Exhibit 10.5






 




AMENDMENT NO. 1 TO OFFER LETTER


 


This
Amendment No.1 to Offer Letter (“Amendment”), effective as
of April 1, 2020, is entered into by and between PEDEVCO Corp.
(herein referred to as the “Company”), and John
Douglas Schick (“Executive”).


 


WHEREAS, the Company and the Executive
have entered into an offer letter, dated July 30, 2018, (the
“Offer
Letter”), concerning the employment of the Executive
as President of the Company; and


 


WHEREAS, the parties wish to amend the
Offer Letter to revise certain terms of the Offer Letter as set
forth herein in order to reduce Company costs on a temporary basis,
and to make certain other changes;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements hereinafter set forth, the parties
hereto agree as follows:


 




1.

Temporary Reduction in Base
Salary: Commencing on April 1, 2020 and terminating upon
such time as the Company determines, in its reasonable discretion,
that oil markets have recovered to acceptable levels, the
Executive’s “Base Salary” shall be reduced from
$20,833.34 per month to $16,666.67 per month.






 




2.

Severance Terms.






 




a.

Effective
immediately, Section 10(b) of the Offer Letter shall be amended to
include the following language immediately following the existing
language of Section 10(b):






 


“Furthermore,
notwithstanding Section 10.a. above, in the event your employment
with the Company is voluntarily terminated by you for “Good
Reason”, the Company will (a) continue to pay to you an
amount equal to your base salary as in effect immediately before
your termination of employment on the same bi-monthly schedule and
amounts (less required withholdings) as you received such salary
payments prior to your date of termination (the “Cash
Payments”), which Cash Payments shall be reported by the
Company on IRS Form 1099 as income to you and will continue until
the earlier to occur of (x) the date that is twelve (12) months
after the termination of your employment or (y) the date that you
commence employment with another employer that pays you a base
salary equal to, or greater than, your base salary as in effect
immediately before your termination of employment, provided that,
if your new employer pays you less than your Company base salary,
you shall only be entitled to Cash Payment amounts going forward
through the remainder of the twelve (12) month term equal to (i)
your Company base salary at the time of your termination minus the
salary you receive from your new employer (for example only, if
your new employer base salary is $10,000.00 per month, and your
Company base salary at the time of your termination was $20,833.34
per month, then the Company would pay you $10,833.34 per month for
the remainder of the term); and (b) continue to vest your
outstanding Company restricted stock and options exercisable for
Company capital stock issued to you by the Company which are then
held by you on your date of termination on their then-current
vesting schedules during the period of up to twelve (12) months
that you continue to receive the Cash Payments, in exchange for a
full and complete release of claims against the Company, its
affiliates, officer and directors in a form reasonably acceptable
to the Company and as otherwise provided in Section 10.c., below
(the “Release”). Upon the date your Cash Payments
discontinue, you shall no longer continue to vest into any
outstanding Company restricted stock or options. You agree to
notify the Company in writing upon your commencement of any new
employment within twelve (12) months of your termination of
employment with the Company, and to provide a copy of reasonable
documentation as requested by the Company to substantiate your base
salary received from your new employer. For purposes of this
provision, “Good Reason” means any failure by the
Company to pay you your base salary of $20,833.34 in any material
way, without your written consent.”


 




 



Amendment to Schick Offer Letter








 








b.

Notwithstanding the
forgoing, my base salary for purposes of calculating any payments
due under the termination provisions set forth in Section 10 of the
Offer Letter, as amended herein, shall remain at $20,833.34 per
month during the duration of the temporary base salary
reduction.






 




3.

Except to the
extent modified hereby, the Offer Letter shall remain in full force
and effect.






 




4.

This Amendment
shall be binding upon and inure to the benefit of the parties and
their successors and assigns.






 


IN WITNESS WHEREOF, the parties have
caused the Amendment to be executed as of the date and year first
referenced above.


 


	
“The
Company”	
PEDEVCO
Corp.

	

 


	

 

	

 

	

 

	

 


	
Date: March 31,
2020

	
By:  

	
/s/ Simon Kukes

	

 


	

 

	

 

	
Dr. Simon
Kukes 

	

 


	

 

	

 

	

Chief Executive
Officer 

	

 







	

	
	

 


	

 

	

 

	

 

	

 


	
Date: March 31,
2020

	
By:  

	
/s/ John Douglas Schick

	

 


	

 

	

 

	
John Douglas
Schick 

	

 


	

 

	
	
	

 











 




 



Amendment to Schick Offer Letter