EX-10.2






Exhibit 10.2




STOCK UNIT AWARD AGREEMENT



This Stock Unit Award Agreement (this “Agreement”) is made by and between Harvest Natural
Resources, Inc., a Delaware corporation (the “Company”), and                                          (the “Employee”) as of
the 18th day of June, 2009 (the “Grant Date”).



Whereas, the Company desires to grant to the Employee the stock unit award specified
herein (the “Award”), subject to the terms and conditions of this Agreement; and



Whereas, the Award is not a “stock value right” as that term is defined in Treasury
Regulation § 31.3121(v)(2)-1(b)(4)(ii) so the Award constitutes a deferral of compensation for
purposes of section 3121(v)(2) of the Internal Revenue Code of 1986, as amended; and



Whereas, the Employee desires to have the opportunity to hold the Award, subject to the
terms and conditions of this Agreement;



Now, therefore, in consideration of the premises, mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:





	1.	 	Grant of Stock Unit Award. Effective as of the Grant Date, the Company hereby awards to the
Employee                      Stock Units. A “Stock Unit” is a right to receive on the Payment Date, after
vesting thereof, a cash amount equal to the Fair Market Value of one share of the Stock on the
Payment Date. For purposes of this Agreement the “Fair Market Value of one share of the
Stock” means the means the closing price per share of the Stock for the applicable date as
reported by the New York Stock Exchange or the principal stock exchange on which the Stock is
then traded. The Stock Units that are awarded hereby to the Employee shall be subject to the
prohibitions and restrictions set forth herein with respect to the sale or other disposition
of such Stock Units and the obligation to forfeit and surrender such Stock Units to the
Company (the “Forfeiture Restrictions”). In accepting the award of Stock Units set forth in
this Agreement the Employee accepts and agrees to be bound by all the terms and conditions of
this Agreement.






	2.	 	Definitions. For purposes of this Agreement, the following terms shall have the meanings
indicated below:






	 	(a)	 	“Affiliate” means an Entity that is required to be treated as a single employer
together with the Company for certain benefit plan purposes under section 414 of the
Code.
	 
	 	(b)	 	“Board” means the Board of Directors or other governing body of the Company or
its direct or indirect parent.
	 
	 	(c)	 	“Change of Control” means the occurrence of any of the following events:






	 	(i)	 	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 (i) of this Section 2(c) 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 (A), (B) and (C) of subsection (iii) of this
Section 2(c); or
	 
	 	(ii)	 	individuals who, as of the date of this Agreement, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director after the date of this 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
	 
	 	(iii)	 	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 (iii), a Business Combination
will not constitute a change of control if the following three requirements are
satisfied: following such Business Combination, (A) 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, (B) 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 that such ownership existed
prior to the Business Combination, and (C) at least a




-2-









 






	 	 	 	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, providing for such Business Combination. For this purpose any
individual who becomes a director after the date of this 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.






	 	(d)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(e)	 	“Committee” means the Human Resources Committee of the Board.
	 
	 	(f)	 	“Entity” means any corporation, partnership, association, joint-stock company,
limited liability company, trust, unincorporated organization or other business Entity.
	 
	 	(g)	 	“Forfeiture Restrictions” means any prohibitions and restrictions set forth
herein with respect to the sale or other disposition of Stock Units issued to the
Employee hereunder and the obligation to forfeit and surrender such Stock Units to the
Company.
	 
	 	(h)	 	“Payment Date” means the earliest of (i) the applicable date on which the
Forfeiture Restrictions lapse under Section 4(a) as to the specified portion of the
Stock Units, (ii) the date the Company incurs a Section 409A Change of Control, or
(iii) the date of the death of the Employee.
	 
	 	(i)	 	“Section 409A” means section 409A of the Code and the rules and regulations
issued thereunder by the Department of Treasury and the Internal Revenue Service.
	 
	 	(j)	 	“Section 409A Change of Control” means a change in the ownership or effective
control of the Company or in the ownership of a substantial portion of the assets of
the Company within the meaning of Section 409A.
	 
	 	(k)	 	“Stock” means the Company’s common stock, par value $0.01 per share.






	3.	 	Transfer Restrictions. The Stock Units granted hereby may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than by
will or the applicable laws of descent and distribution). Any such attempted sale,
assignment, pledge, exchange, hypothecation, transfer, encumbrance or




-3-









 






	 	 	disposition in violation of this Agreement shall be void and the Company shall not be bound
thereby.






	4.	 	Vesting. The Stock Units that are granted hereby shall be subject to Forfeiture
Restrictions. The Forfeiture Restrictions shall lapse as to the Stock Units that are granted
hereby in accordance with the provisions of subsections (a) through (c) of this Section 4.






	 	(a)	 	General Vesting Rules. The Forfeiture Restrictions shall lapse as to the Stock
Units that are granted hereby in accordance with the following schedule provided that
the Employee’s employment with the Company and all of its Affiliates has not terminated
prior to the applicable lapse date:






	 	(i)	 	the Forfeiture Restrictions shall lapse as to one-third of the
Stock Units subject to this Agreement on June 17, 2012;
	 
	 	(ii)	 	the Forfeiture Restrictions shall lapse as to an additional
one-third of the Stock Units subject to this Agreement on June 17, 2013;
	 
	 	(iii)	 	the Forfeiture Restrictions shall lapse as to the remaining
one-third of the Stock Units subject to this Agreement on June 17, 2014.






	 	 	 	If the Employee’s employment relationship with the Company and all of its Affiliates
terminates before the applicable lapse date set forth in this subsection (a), except
as otherwise specified in subsections (b) or (c) below, the Forfeiture Restrictions
then applicable to the Stock Units shall not lapse and all the Stock Units then
subject to the Forfeiture Restrictions shall be forfeited to the Company upon such
termination of the Employee’s employment relationship.
	 
	 	(b)	 	Death. Notwithstanding any provisions of Section 4(a) to the contrary, upon
the termination of Employee’s employment relationship with the Company and all of its
Affiliates due to the death of the Employee, the Forfeiture Restrictions shall lapse as
to the then outstanding Stock Units that are granted hereby on the date of such
termination of the Executive’s employment relationship due to death.
	 
	 	(c)	 	Change of Control. Notwithstanding any provisions of Section 4(a) to the
contrary, upon the occurrence of a Change of Control that constitutes a Section 409A
Change of Control, the Forfeiture Restrictions shall lapse as to the then outstanding
Stock Units that are granted hereby.






	5.	 	Time of Payment. On the Payment Date the Company shall pay to the Employee on the Payment
Date the amount payable with respect to the Stock Units for which the Forfeiture Restrictions
have lapsed.






	6.	 	Medium of Payment. Any payments made under this Agreement shall be in the medium of cash.
Notwithstanding the foregoing or any other provision of this Agreement, if subsequent to the
Grant Date the stockholders of the Company approve an equity




-4-









 






	 	 	compensation plan under which the Stock Units may be paid in the medium of Stock, the
Committee may in the future, in its sole discretion, determine (by any means so determined
by the Committee in its sole discretion) to cause all or any portion of the Stock Units to
be paid in the medium of Stock the Committee. Any fractional shares will be paid in cash.






	7.	 	Tax Withholding. The Company shall be entitled to deduct from the amounts payable to the
Employee (or other person validly exercising the Award) under this Agreement and any other
compensation payable by the Company to the Employee any sums required by federal, state or
local tax law to be withheld with respect to any payment made by the Company to the Employee
under this Agreement. The Company shall have no obligation with respect to payment of the
Award until the Company or an Affiliate has received payment sufficient to cover all minimum
tax withholding amounts due with respect to the Award. Neither the Company nor any Affiliate
shall be obligated to advise the Employee of the existence of the tax or the amount which it
will be required to withhold.






	8.	 	Capital Adjustments and Reorganizations.






	 	(a)	 	The existence of the Stock Units shall not affect in any way the right or power
of the Company to make or authorize any adjustment, recapitalization, reorganization or
other change in its capital structure or its business, engage in any merger or
consolidation, issue any debt or equity securities, dissolve or liquidate, or sell,
lease, exchange or otherwise dispose of all or any part of its assets or business, or
engage in any other corporate act or proceeding.
	 
	 	(b)	 	If the Company shall effect a subdivision or consolidation of the Stock or
other capital readjustment, the payment of a stock dividend with respect to the Stock,
or other increase or reduction of the number of shares of the Stock outstanding,
without receiving compensation therefore in money, services or property, then the
number of Stock Units awarded under this Agreement shall be appropriately adjusted in
the same manner as if the Employee was the holder of an equivalent number of shares of
the Stock immediately prior to the event requiring the adjustment.






	9.	 	Employment Relationship. For purposes of this Agreement, the Employee shall be considered to
be in the employment of the Company or an Affiliate as long as the Employee has an employment
relationship with the Company or an Affiliate. The Committee shall determine any questions as
to whether and when there has been a termination of such employment relationship, and the
cause of such termination, under the Agreement and the Committee’s determination shall be
final and binding on all persons.






	10.	 	Not an Employment Agreement. This Agreement is not an employment agreement, and no provision
of this Agreement shall be construed or interpreted to create an employment relationship
between the Employee and the Company or any of its Affiliates or guarantee




-5-









 






	 	 	the right to remain employed by the Company or any of its Affiliates for any specified term.






	11.	 	Notices. Any notice, instruction, authorization, request or demand required hereunder shall
be in writing, and shall be delivered either by personal delivery, by telegram, telex,
telecopy or similar facsimile means, by certified or registered mail, return receipt
requested, or by courier or delivery service, addressed to the Company at the Company’s
principal business office address and to the Employee at the Employee’s residential address
indicated beneath the Employee’s signature on the execution page of this Agreement, or at such
other address and number as a party shall have previously designated by written notice given
to the other party in the manner hereinabove set forth. Notices shall be deemed given when
received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile
transmission being deemed receipt of communications sent by facsimile means); and when
delivered (or upon the date of attempted delivery where delivery is refused), if
hand-delivered, sent by express courier or delivery service, or sent by certified or
registered mail, return receipt requested.






	12.	 	Amendment and Waiver. Except as otherwise provided herein, this Agreement may be amended,
modified or superseded only by written instrument executed by the Company and the Employee.
Only a written instrument executed and delivered by the party waiving compliance hereof shall
waive any of the terms or conditions of this Agreement. Any waiver granted by the Company
shall be effective only if executed and delivered by a duly authorized executive officer of
the Company other than the Employee. The failure of any party at any time or times to require
performance of any provisions hereof shall in no manner effect the right to enforce the same.
No waiver by any party of any term or condition, or the breach of any term or condition
contained in this Agreement, in one or more instances, shall be construed as a continuing
waiver of any such condition or breach, a waiver of any other condition, or the breach of any
other term or condition.






	13.	 	Governing Law and Severability. This Agreement shall be governed by the laws of the State of
Texas without regard to its conflicts of law provisions. The invalidity of any provision of
this Agreement shall not affect any other provision of this Agreement, which shall remain in
full force and effect.






	14.	 	No Rights as Stockholder. Unless and until shares of Stock are issued to the Employee under
this Agreement, the Employee shall have no rights as a stockholder as a result of this Award.






	15.	 	Successors and Assigns. Subject to the limitations which this Agreement imposes upon the
transferability of the Stock Units granted hereby, this Agreement shall bind, be enforceable
by and inure to the benefit of the Company and its successors and assigns, and to the
Employee, the Employee’s permitted assigns and upon the Employee’s death, the Employee’s
estate and beneficiaries thereof (whether by will or the laws of descent and distribution),
executors, administrators, agents, legal and personal representatives.




-6-









 












	16.	 	Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be an original for all purposes but all of which taken together shall constitute but one
and the same instrument.






-7-









 







In Witness Whereof, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized as of the date first above written.




	 	 	 	 	 	 	 
	 	 	 	 	HARVEST NATURAL RESOURCES, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Accepted:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EMPLOYEE
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	Name:

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 






-8-