Item 5.02(c)
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
On August
4, 2008, Mr. David D. Wolf, 37, began his employment at Berry Petroleum Company
(“Company”) as Executive Vice President and Chief Financial
Officer. Mr. Wolf’s appointment was previously announced on the
Company’s Form 8-K filed on June 19, 2008.
Mr. Wolf
previously served as a Managing Director in JPMorgan's Oil and Gas Group and had
been with that firm since 1995 where he participated in numerous equity, debt
and M&A transactions in the energy industry.
In his
position as Executive Vice President and Chief Financial Officer, Mr. Wolf
receives an annual base salary of $300,000 and is eligible for an annual cash
bonus. The amount of his annual cash bonus, which will be paid under the
Company’s Short Term Cash Incentive Plan, will depend on the future performance
of the Company and Mr. Wolf.
In
recognition of Mr. Wolf’s foregoing of other business opportunities and
compensation arrangements, on the commencement of his employment, August 4,
2008, Mr. Wolf received grants of (i) restricted stock units under the
Company’s 2005 Equity Incentive Plan (the “Plan”) based on shares of Company’s
common stock having a fair market value of $1,250,000 (ii) nonqualified stock
options under the Plan with a Black-Scholes value of $1,250,000 and (iii) a cash
award of $150,000. The equity awards were valued using the average of the
high and low price per share of the Company’s common stock on August 4, 2008 and
will cliff vest on the third anniversary of such date.
Mr. Wolf
is also eligible to receive an annual grant under the Plan in 2008. The
initial grant value of these annual grants under the Plan will depend on the
future performance of the Company and Mr. Wolf. All grants under the Plan,
including the size and form of each grant, are at the discretion of the
Compensation Committee of the Company’s Board of Directors and the Board of
Directors.
In
connection with Mr. Wolf’s commencement of his duties, Mr. Shawn M. Canaday will
no longer perform the function of Interim CFO. Mr. Canaday will
remain Vice President and Controller.