exv10w3



 







Exhibit 10.3




HARVEST NATURAL RESOURCES

2006 LONG TERM INCENTIVE PLAN




Director Restricted Stock Agreement




               Agreement made at Houston, Texas, USA, as of «Date», by and between HARVEST NATURAL RESOURCES,
INC. (the “Company”) and «First_Name» «Last_Name» (the “Grantee”).



               It is hereby agreed as follows:




	 	1.	 	Grant of Stock; Consideration. The Company hereby grants (the “Grant”),
pursuant to Article VIII of the Harvest Natural Resources 2006 Long Term Incentive Plan
(the “Plan”), to the Grantee of «Restricted_Stock» shares of Stock of the Company’s Common
Stock, par value $0.01 per share (the “Restricted Shares”). The Grant granted hereunder is
not intended to constitute “performance based compensation” as that term is used in Section
162(m) of the Internal Revenue Code of 1986, as amended.
	 
	 	 	 	The Grantee shall be required to pay no consideration for the Grant, except for his
agreement to serve as a Non-Employee Director of the Company or any Subsidiary and other
agreements set forth herein.
	 
	 	2.	 	Incorporation of Plan by Reference. The Grant has been granted to the Grantee
under the Plan, a copy of which is attached hereto. All of the terms, conditions, and
other provisions of the Plan are hereby incorporated by reference into this Restricted
Stock Agreement (the “Agreement”). Capitalized terms used in this Agreement but not
defined herein shall have the same meanings as in the Plan. If there is any conflict
between the provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall govern.
	 
	 	3.	 	Restriction Period. Subject to all of the terms and conditions of the Plan and
this Agreement, including the lapse of restrictions in the event of a Change of Control,
the period during which the restrictions set forth in this Agreement and the Plan shall
apply to the Restricted Shares shall commence on «Date» and end on «Restriction_Period»
(the “Restriction Period”). For Non Employee Directors, Restrictions shall lapse on one
third of the Restricted Stock granted in an Award on each anniversary of the date of the
grant of the Award. At the end of the Restriction Period, all restrictions under the Plan
applicable to the Restricted Stock shall lapse, and, subject to paragraph 7 of this
agreement, a stock certificate for the number of shares of Common Stock equal to the number
of Restricted Shares shall be delivered to you, your beneficiary or your estate, whichever
is applicable at the time of delivery.
	 
	 	4.	 	Restrictions. Restricted Stock will be represented by a Stock
certificate registered in the name of the Grantee. Such certificate, accompanied by a
separate duly-endorsed stock power, shall be deposited with the Company. The recipient
shall be entitled to receive dividends during the Restriction Period and shall have the
right to vote such Restricted




 









 






	 	 	 	Stock and all other stockholder’s rights, with the exception that (i) the recipient will not
be entitled to delivery of the Stock certificate during the Restriction Period,(ii) the
Company will retain custody of the Restricted Stock during the Restriction Period,
(iii) none of the Restricted Stock may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the Restriction Period and (iv) all of the
Restricted Stock shall be forfeited and all of your rights to such Restricted Stock shall
terminate without further obligation on the part of the Company unless you remain in the
continuous service of the Company or a Subsidiary during the Restriction Period.
	
 
	 	 	 	If, prior to the date on which the Restriction Period ends and restrictions lapse, the
Non-Employee Director’s services terminate for any reason except Total Disability or death,
any Restricted Stock not vested and transferable under the terms of the grant (Article VIII;
Sec 8.1 in the 2006 Plan) shall be canceled and all rights there under shall cease. If
reason for termination is Total Disability or death, the restriction period will continue
and applicable restrictions will lapse as if the Non-Employee Director had continued service
with the Company.
	 
	 	5.	 	Non-Transferability. The Grant shall not be transferable to any third party by
the Grantee otherwise than by will or the laws of descent and distribution.
	 
	 	6.	 	Compliance with Laws and Regulations. The obligation of the Company to deliver
Restricted Shares is conditioned upon compliance by the Grantee and by the Company with all
applicable laws and regulations, including regulations of federal and state agencies. If
requested by the Company, the Grantee shall provide to the Company, as a condition to the
delivery of any certificates representing Restricted Shares, appropriate evidence,
satisfactory in form and substance to the Company, that he is acquiring the Restricted
Shares for investment and not with a view to the distribution of the Restricted Shares or
any interest in the Restricted Shares, and a representation to the effect that the Grantee
shall make no sale or other disposition of the Restricted Shares unless (i) the Company
shall have received an opinion of counsel satisfactory to it in form and substance that
such sale or other disposition may be made without compliance with registration or other
applicable requirements of federal and state laws and regulations, and (ii) all steps
required to comply with such laws and regulations in connection with the sale or other
disposition of the Restricted Shares have been taken and all necessary approvals have been
received. The certificates representing the Restricted Shares may bear an appropriate
legend giving notice of the foregoing restrictions on transfer of the Restricted Shares,
and any other restrictive legend deemed necessary or appropriate by the Committee.
	 
	 	7.	 	Tax Withholding. Upon lapse of the restrictions applicable to the Restricted
Stock (or if you make the election under Section 83 (b) of the Code to be taxed immediately
upon the award of such shares), you must arrange for the payment to the Company of
applicable withholding taxes promptly after you have been notified of the amount due by the
Company. If no election is made under Section 83 (b) of the Code, you must pay such
withholding taxes or have Restricted Stock withheld to pay such withholding taxes upon the
lapse of restrictions applicable to the Restricted Stock.





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	 	8.	 	Grantee Bound by Plan. The Grantee hereby acknowledges receipt of the attached
copy of the Plan and agrees to be bound by all the terms and provisions thereof (as
presently in effect or hereafter amended), and by all decisions and determinations of the
Committee.
	 
	 	9.	 	Binding Effect: Integration: No Other Rights Created. This Agreement shall be
binding upon the heirs, executors, administrators and successors of the parties. This
Agreement constitutes the entire agreement between the parties with respect to the Grant,
and supersedes any prior agreements or documents with respect to the Grant. No amendment,
alteration, suspension, discontinuation or termination of this Agreement which may impose
any additional obligation upon the Company or impair the rights of the Grantee with respect
to the Grant shall be valid unless in each instance such amendment, alteration, suspension,
discontinuation or termination is expressed in a written instrument duly executed in the
name and on behalf of the Company and by the Grantee. Neither this Agreement nor the grant
of the Grant shall constitute an employment agreement, nor shall either confer upon the
Grantee any right with respect to his continued status with the Company.





	 	 	 	 	 
	 	HARVEST NATURAL RESOURCES, INC.

 	 
	 	BY: 	
 	 
	 	 	James A. Edmiston 	 
	 	 	TITLE: President and CEO 	 
	 


	 	 	 	 	 
	 	GRANTEE:





 
«First_Name» «Last_Name»

 	 
	 
	 	DATE:  	
 	 
	 


ELECTION (FOR U.S. CITIZENS ONLY):



As permitted under Section 83 (b) of the Internal Revenue Code of 1986, as amended, I intend to
make the following irrevocable election:




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	o 	 	 	 I intend to make the election permitted under Section 83 (b) of the Internal Revenue Code of
1986, as amended, to be taxed immediately on the award of the Restricted Shares. I understand
the consequences and procedures for making this election, and I understand that it is my
responsibility to file the election with the Internal Revenue Service.
	 
	o	 	 	 I do not intend to make the election permitted under Section 83 (b) of the Internal Revenue
Code of 1986, as amended, and will be taxed upon the lapse of restrictions applicable to the
Restricted Shares.





	 	 	 	 	 
	 	 

«First_Name» «Last_Name»	 
	 	 	 


Attachment (copy of the Plan)





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