UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of Earliest Event Reported): May 10, 2018
 
001-35922
(Commission file number)
 
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
 
Texas
 
22-3755993
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
4125 Blackhawk Plaza Circle, Suite 201
Danville, California 94506
 (Address of principal executive offices)
 
(855) 733-2685
(Issuer’s telephone number)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 

 
 
 
Item 1.01    Entry Into a Material Definitive Agreement.
 
On May 10, 2018, PEDEVCO Corp. (the “ Company ”, “ we ” and “ us ”) entered into the Ingriselli Employment Agreement, Separation Agreement and Peterson Consulting Agreement, each as described below under Item 5.02.
 
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Executive Employment Agreement
 
In connection with the pending departure of Mr. Michael L. Peterson as President and Chief Executive Officer of the Company effective May 31, 2018 (as previously disclosed in the Current Report on Form 8-K filed by the Company on April 24, 2018), Mr. Frank C. Ingriselli, the Company’s current Chairman of the Board of Directors and former President and Chief Executive Officer of the Company, has agreed to assume the executive offices of Chief Executive Officer and President of the Company, effective May 31, 2018, and continue in his role as Chairman of the Company’s Board of Directors, as reflected in an Employment Agreement entered into by and between Pacific Energy Development, our wholly-owned subsidiary and Mr. Ingriselli on May 10, 2018 (the “ Ingriselli Employment Agreement ”).
 
Pursuant to the Ingriselli Employment Agreement, which has an effective date of June 1, 2018, Mr. Ingriselli shall serve as our President and Chief Executive Officer at a current annual base salary of $250,000, and a target annual cash bonus of between 20% and 40% of his base salary, awardable by the Board of Directors in its discretion. The Company also agreed to pay Mr. Ingriselli standard benefits as other executive officers of the Company. In addition, the Ingriselli Employment Agreement includes certain termination and severance provisions which provide for, among other things, severance payment provisions that would require the Company to make lump sum payments equal to 18 months’ salary and target bonus (payable within thirty days after termination) to Mr. Ingriselli in the event his employment is terminated due to his death or disability, terminated without “ Cause ” or if he voluntarily resigns for “ Good Reason ” (36 months in connection with a “ Change of Control ”), and continuation of benefits for up to 36 months (48 months in connection with a “ Change of Control ”), as such terms are defined in the Ingriselli Employment Agreement.
 
For purposes of the Ingriselli Employment Agreement, the term “ Cause ” means his (1) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (2) fraud on or misappropriation of any funds or property of our company or any of its affiliates, customers or vendors; (3) act of material dishonesty, willful misconduct, willful violation of any law, rule or regulation, or breach of fiduciary duty involving personal profit, in each case made in connection with his responsibilities as an employee, officer or director of our company and which has, or could reasonably be deemed to result in, a Material Adverse Effect upon our company; (4) illegal use or distribution of drugs; (5) material violation of any policy or code of conduct of our company; or (6) material breach of any provision of the employment agreement or any other employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by him for the benefit of our company or any of its affiliates, all as reasonably determined in good faith by the board of directors of our company. However, an event that is or would constitute “ Cause ” shall cease to be “ Cause ” if he reverses the action or cures the default that constitutes “ Cause ” within 10 days after our company notifies him in writing that Cause exists. No act or failure to act on Mr. Ingriselli’s part will be considered “ willful ” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that such action or omission was in the best interests of our company. Any act or failure to act that is based on authority given pursuant to a resolution duly passed by the board of directors, or the advice of counsel to our company, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company.
 
For purposes of the Ingriselli Employment Agreement, “ Material Adverse Effect ” means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of our company or its subsidiaries, taken as a whole.
 
 
2
 
 
For purposes of the Ingriselli Employment Agreement, “ Good Reason ” means the occurrence of any of the following without his written consent: (a) the assignment to him of duties substantially inconsistent with this employment agreement or a material adverse change in his titles or authority; (b) any failure by our company to comply with the compensation provisions of the agreement in any material way; (c) any material breach of the employment agreement by our company; or (d) the relocation of him by more than fifty (50) miles from the location of our company’s principal office located in Danville, California. However, an event that is or would constitute “ Good Reason ” shall cease to be “ Good Reason ” if: (i) he does not terminate employment within 45 days after the event occurs; (ii) before he terminates employment, we reverse the action or cure the default that constitutes “ Good Reason ” within 10 days after he notifies us in writing that Good Reason exists; or (iii) he was a primary instigator of the “ Good Reason ” event and the circumstances make it inappropriate for him to receive “ Good Reason ” termination benefits under the employment agreement (e.g., he agrees temporarily to relinquish his position on the occurrence of a merger transaction he assists in negotiating).
 
For purposes of the Ingriselli Employment Agreement, “ Change of Control ” means: (i) a merger, consolidation or sale of capital stock by existing holders of capital stock of our company that results in more than 50% of the combined voting power of the then outstanding capital stock of our company or its successor changing ownership; (ii) the sale, or exclusive license, of all or substantially all of our company’s assets; or (iii) the individuals constituting our company’s board of directors as of the date of the employment agreement (the “ Incumbent Board of Directors ”) cease for any reason to constitute at least 1/2 of the members of the board of directors; provided, however, that if the election, or nomination for election by our stockholders, of any new director was approved by a vote of the Incumbent Board of Directors, such new director shall be considered a member of the Incumbent Board of Directors. Notwithstanding the foregoing and for purposes of clarity, a transaction shall not constitute a Change in Control if: (w) its sole purpose is to change the state of our company’s incorporation; (x) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held our company’s securities immediately before such transaction; or (y) it is a transaction effected primarily for the purpose of financing our company with cash (as determined by the board of directors in its discretion and without regard to whether such transaction is effectuated by a merger, equity financing or otherwise). 
 
In addition, as additional consideration for Mr. Ingriselli rejoining the Company as its President and Chief Executive Officer, on May 10, 2018, the Company granted Mr. Ingriselli 80,000 shares of restricted Company common stock under the Company’s Amended and Restated 2012 Equity Incentive Plan, vesting with respect to 60,000 shares on the six (6) month anniversary of June 1, 2018 and 20,000 of the shares on the nine (9) month anniversary of June 1, 2018, subject to his continued service as an employee of or consultant to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement to be entered into by and between the Company and Mr. Ingriselli.
 
Mr. Ingriselli, age 64, has served as the Chairman of the board of directors since our acquisition of Pacific Energy Development in July 2012, served as our Chief Executive Officer from July 2012 to May 2016 and served as our President from July 2012 to October 2014. Mr. Ingriselli also served as the President, Chief Executive Officer, and Director of Pacific Energy Development since its inception in February 2011 through its July 2012 acquisition by the Company. Mr. Ingriselli began his career at Texaco, Inc. in 1979 and held management positions in Texaco’s Producing-Eastern Hemisphere Department, Middle East/Far East Division, and Texaco’s International Exploration Company. While at Texaco, Mr. Ingriselli negotiated a successful foreign oil development investment contract in China in 1983. In 1992, Mr. Ingriselli was named President of Texaco International Operations Inc. and over the next several years directed Texaco’s global initiatives in exploration and development. In 1996, he was appointed President and CEO of the Timan Pechora Company, a Houston, Texas headquartered company owned by affiliates of Texaco, Exxon, Amoco and Norsk Hydro, which was developing an investment in Russia. In 1998, Mr. Ingriselli returned to Texaco’s Executive Department with responsibilities for Texaco’s power and natural gas operations, merger and acquisition activities, pipeline operations and corporate development. In August 2000, Mr. Ingriselli was appointed President of Texaco Technology Ventures, which was responsible for all of Texaco’s global technology initiatives and investments. In 2001, Mr. Ingriselli retired from Texaco after its merger with Chevron, and founded Global Venture Investments LLC, which we refer to as GVEST, an energy consulting firm, for which Mr. Ingriselli continues to serve as the President and Chief Executive Officer. In February 2016, Mr. Ingriselli founded Blackhawk Energy Ventures Inc., which we refer to as BEV, an energy consulting firm wholly-owned by him for which Mr. Ingriselli currently serves as President and Chief Executive Officer. We believe Mr. Ingriselli’s positions with GVEST and BEV require only an immaterial amount of Mr. Ingriselli’s time and do not conflict with his roles or responsibilities with our company. In 2005, Mr. Ingriselli co-founded Erin Energy Corporation (formerly CAMAC Energy, Inc.) a publicly traded independent energy company headquartered in Houston, Texas, and served as its President, Chief Executive Officer and a member of its board of directors from 2005 to July 2010 and currently serves as Chairman of Erin Energy Corporation after being re-appointed in May 2017.
 
 
 
3
 
 
From 2000 to 2006, Mr. Ingriselli sat on the board of directors of the Electric Drive Transportation Association (where he was also Treasurer) and the Angelino Group, and was an officer of several subsidiaries of Energy Conversion Devices Inc., a U.S. public corporation engaged in the development and commercialization of environmental energy technologies. From 2001 to 2006, he was a Director and Officer of General Energy Technologies Inc., a “ technology facilitator ” to Chinese industry serving the need for advanced energy technology and the demand for low-cost high quality components, and Eletra Ltd, a Brazilian hybrid electric bus developer. Mr. Ingriselli currently sits on the Board of Trustees of the Eurasia Foundation, a Washington D.C.-based non-profit that funds programs that build democratic and free market institutions in the new independent states of the former Soviet Union, and since May 2015, as a non-executive director and Chairman of the Board of Caspian Energy Inc., an oil and gas exploration company operating in Kazakhstan.
 
Mr. Ingriselli graduated from Boston University in 1975 with a Bachelor of Science degree in Business Administration. He also earned a Master of Business Administration degree from New York University in both Finance and International Finance in 1977 and a Juris Doctor degree from Fordham University School of Law in 1979.
 
A copy of the form of Restricted Shares Grant Agreement for the award granted to Mr. Ingriselli on May 10, 2018 is attached as  Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on October 31, 2013 and is incorporated by reference into this Item 5.02.
 
The foregoing description of the Ingriselli Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Ingriselli Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated in this Item 5.02 by reference.
 
Consulting Agreement and Separation Agreement
 
In connection with Mr. Michael L. Peterson’s pending May 31, 2018 departure as the Company’s President and Chief Executive Officer to assume the position of President of the Taiwan Mission of The Church of Jesus Christ of Latter-day Saints in Taipei, Taiwan (as previously disclosed in the Current Report on Form 8-K filed by the Company on April 24, 2018), the Company and Mr. Peterson have entered into a customary Employee Separation and Release (the “ Separation Agreement ”), pursuant to which Mr. Peterson agreed to fully-release the Company from all claims, in exchange for the Company agreeing to make a lump sum payment of $20,000 upon effectiveness of the Separation Agreement. In addition, in order to assist in the transition of his executive duties to Mr. Ingriselli, and to continue to support the Company’s ongoing efforts to restructure its debt prior to its maturity in the second quarter of 2019, Mr. Peterson has agreed to continue to work with the Company in a consulting capacity for a period of twelve (12) months commencing June 1, 2018 (the “ Consulting Term ”, which is renewable thereafter for additional one month terms pursuant to the terms of the agreement) pursuant to an Independent Contractor Agreement dated May 10, 2018 entered into by and between the Company and Mr. Peterson (the “ Peterson Consulting Agreement ”).   Pursuant to the Peterson Consulting Agreement, Mr. Peterson shall provide the Company with executive transition, debt restructuring, strategic planning and capital markets support and services through the Consulting Term in exchange for monthly fee of $5,000. The Peterson Consulting Agreement is terminable by the Company at any time for “ Cause ”, as similarly defined under the Ingriselli Employment Agreement as described above.
 
The foregoing descriptions of the Separation Agreement and the Peterson Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and Peterson Consulting Agreement, copies of which are filed as  Exhibits 10.2 and 10.3 hereto, respectively, and incorporated in this Item 5.02 by reference.
 
 
4
 
 
Item 9.01     Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
 
 
 
 
Employment Agreement, dated May 10, 2018, by and between Frank C. Ingriselli and Pacific Energy Development Corp.
 
Employee Separation and Release, dated May 10, 2018, by and between Michael L. Peterson and PEDEVCO Corp.
 
Independent Contractor Agreement, dated May 10, 2018, by and between Michael L. Peterson and PEDEVCO Corp.
* Filed herewith.
 
 
 
5
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
PEDEVCO CORP.
 
 
 
 
By:
/s/ Michael L. Peterson
 
 
Michael L. Peterson
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
Date:  May 10, 2018
 
 
 
6
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
 
Employment Agreement, dated May 10, 2018, by and between Frank C. Ingriselli and Pacific Energy Development Corp.
 
Employee Separation and Release, dated May 10, 2018, by and between Michael L. Peterson and PEDEVCO Corp.
 
Independent Contractor Agreement, dated May 10, 2018, by and between Michael L. Peterson and PEDEVCO Corp.
* Filed herewith.
 
 
7
 
Exhibit 10.1
 
EXECUTIVE EMPLOYMENT AGREEMENT
 
I, Frank C. Ingriselli, agree to the terms and conditions of employment with Pacific Energy Development Corp. (“Company”) set forth in this Employment Agreement (“Agreement”). This Agreement supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to the subject matter hereof.
 
1.   Nature of Employment Relationship . My employment under this Agreement will commence on June 1, 2018, and shall continue for an indefinite period until terminated by either the Company or me as provided in Section 5 of this Agreement, in which case I will be entitled to the compensation specified in that Section.
 
2.   Nature of Duties . I shall be the Company’s President and Chief Executive Officer. As such, I shall work exclusively for the Company and shall have all of the customary powers and duties associated with this position, including day-to-day operational control of the Company. I shall devote my full business time and effort to the performance of my duties for the Company, which I shall perform faithfully and to the best of my ability. I shall be subject to the Company’s policies, procedures and approval practices, as generally in effect from time-to-time. Notwithstanding the foregoing, it shall not be a violation of this Agreement for me (A) at any time to (i) serve as an officer or director of the entities set forth on Schedule A hereto, (ii) serve on corporate, civic or charitable boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iv) manage personal investments, so long as such activities do not significantly interfere with the performance of my responsibilities as an officer of the Company in accordance with this Agreement and (B) until a Change of Control, to provide services to other entities, including the entities set forth on Schedule A, with respect to energy related ventures and, in particular, the Company acknowledges that I may participate in the energy related businesses currently conducted or to be conducted by GVEST Inc., including, without limitation, presenting or introducing opportunities and transactions to such entities, as well as working on, managing or consummating such opportunities and transactions, that may be appropriate business opportunities for the Company or may be competitive in nature with the Company or its operations. Promptly following execution hereof, the Board shall ratify and approve the Company’s waiver of any current or future obligations I may have to the Company to present corporate opportunities to solely the Company rather than to GVEST Inc.
 
3.   Place of Performance . I shall be based in either California or New York, at my option, except for required travel on the Company’s business.
 
4.   Compensation and Related Matters .
 
(a)   Base Salary . The Company shall initially pay me a base salary at an annual rate of two hundred and fifty thousand dollars ($250,000). My base salary shall be paid in conformity with the Company’s salary payment practices generally applicable to Company executives. I will be eligible for pay increases as determined by the Company’s Board of Managers (the “Board”). Any increase to the abovementioned base salary will be considered the new base salary.
 
 
 
1
 
 
 
(b)   Bonuses and Long Term Incentive Compensation . I will be eligible for cash bonus compensation in an amount to be determined by the Board based on the Company’s achievement of financial performance and other objectives established by the Board each year. In addition, I will be eligible for long-term equity incentive compensation, such as Company restricted stock and/or options to purchase Company shares, on such terms as established by the Board. Notwithstanding the foregoing, the Company will pay me an annual cash bonus of between twenty percent (20%) and forty percent (40%) of my base salary (the “Annual Target Bonus”) based upon my performance as determined by the Board, which bonus shall be payable within 30 days of the end of each fiscal year, commencing for the 2018 fiscal year. Notwithstanding the foregoing, the Annual Target Bonus paid may be less, as approved by the Board, based on my performance and the performance of the Company.
 
(c)   Standard Benefits . During my employment, I (and my family) shall be entitled to participate in all employee benefit plans and programs, including, without limitation, savings and retirement plans, medical, prescription, dental, disability, salary continuance, employee life insurance, group life insurance, accidental death and travel accident insurance, to the same extent generally available to Company executives and their families, in accordance with the terms of those plans and programs. The Company shall have the right to terminate or change any such plan or program at any time.
 
(d)   Vacation . I shall be entitled to paid time off (“PTO”) to the same extent generally available to Company executives in accordance with Company policy, but not less than six (6) weeks PTO per annum.
 
(e)   Fringe Benefits . I shall be entitled to participate in all fringe benefits and perquisites available to Company executives in accordance with Company policy.
 
(f)   Expense Reimbursement . I shall be entitled to receive prompt reimbursement for all reasonable and customary travel and business expenses I incur in connection with my employment, but I must incur and account for those expenses in accordance with the policies and procedures established by the Company. Notwithstanding the foregoing, I shall be entitled to travel in business class, or first class if business class is not available, on all flights taken with a scheduled aggregate duration of over 5 hours.
 
(g)   Sarbanes-Oxley Act Loan Prohibition . To the extent that any Company benefit, program, practice, arrangement or this Agreement would or might otherwise result in my receipt of an illegal loan (“Loan”), the Company shall use reasonable efforts to provide me with a substitute for the Loan that is lawful and of at least equal value to me. If this cannot be done, or if doing so would be significantly more expensive to the Company than making the Loan, the Company need not make the Loan to me or provide me a substitute for it.
 
 
 
2
 
 
 
5.   Termination.
 
(a)           Termination By The Company Other Than For Cause; Or By Me For Good Reason.
 
(1) The Company shall have the right to terminate my employment other than for Cause at any time and I shall have the right to resign for Good Reason at any time.
 
(2) If (x) the Company or its successors terminate my employment with the Company other than for Cause or (y) I resign for Good Reason, then: (a) the Company shall pay to me within thirty (30) days after the termination or resignation an amount equal to eighteen (18) months of my base salary plus target bonus as in effect immediately before my termination of employment or resignation (in the event no target bonus has been established, the target bonus shall be 30% of my base salary), subject to Section 5(m) below (together, the “Separation Payment”); (b) any outstanding stock option(s) or restricted stock granted by the Company to me shall become fully vested and options shall remain exercisable for twelve (12) months following my termination pursuant to this Section 5(a)(2), or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period; (c) a certificate(s) representing such restricted shares will be delivered to me within thirty (30) days after the end of the applicable restriction period; and (d) the Company shall continue to provide me and my dependents with the same level of life, disability, accident, dental and health insurance benefits I and my dependents were receiving immediately before my termination for the shorter of (i) three (3) years following my termination or resignation or (ii) through the date that I commence employment with another employer that offers life, disability, accident, dental and health insurance benefits to me and my dependents similar to those received by me and my dependents on the date of termination or resignation.
 
(3) If the termination or resignation described in Section 5(a)(2) occurs within one (1) year after or six (6) months before a Change of Control, then (a) the Company shall pay to me, within thirty (30) days after the termination of employment or resignation an amount equal to thirty-six (36) months of my annual base salary plus target bonus as in effect immediately before my termination of employment or resignation (in the event no target bonus has been established, the target bonus shall be 30% of my base salary) subject to Section 5(m) below (together, the “Separation Payment”); (b) any outstanding stock option(s) or restricted stock granted by the Company to me shall become fully vested and, if applicable, options shall remain exercisable for twelve (12) months following my termination or resignation, or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period; (c) a certificate(s) representing such restricted shares will be delivered to me within thirty (30) days after the end of the applicable restriction period; (d) the Company shall continue to provide me and my dependents with the same level of life, disability, accident, dental and health insurance benefits I and my dependents were receiving immediately before my termination for the shorter of (i) four (4) years following my termination or resignation or (ii) through the date that I commence employment with another employer that offers life, disability, accident, dental and health insurance benefits to me and my dependents similar to those received by me and my dependents on the date of termination or resignation. In the event the Change of Control occurs six (6) months following the termination or resignation and I have already received the benefits set forth in Section 5(a)(2)(a) above (i.e., 18 months base salary and target bonus), the Company shall make an additional adjustment payment to me necessary to make the aggregate payments previously paid to me under Section 5(a)(2)(a) equal those due under Sections 5(a)(3)(a) as a result of the Change of Control.
 
 
3
 
 
(b)           
Termination By The Company For Cause; Or By Me Other Than For Good Reason.
 
(1) The Company shall have the right to terminate my employment at any time for Cause, and I shall have the right to quit or resign at any time other than for Good Reason.
 
(2) If the Company terminates my employment for Cause, or I quit or resign other than for Good Reason, the Company’s only obligation to me under this Employment Agreement shall be to pay my base salary (including accrued vacation) actually earned to the date the my employment terminates.
 
(c)           
Termination for Disability or Death.
 
(1) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate my employment on or after the date I have a Disability, and my employment shall terminate at my death.
 
(2) If my employment terminates under this Section 5(c), the Company shall pay me or, if I die, my estate, all compensation and benefits with respect to my employment, which have accrued due and those which may be provided to me pursuant to a group disability and insurance policies or the Company’s 401(k), profit sharing plan and pension plan will be paid, and I or, if I die, my estate, shall receive all the compensation and benefits set forth under Section 5(a) as if my employment had been terminated other than for Cause.
 
(d)            
Cause. The term “Cause” shall mean my (1) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (2) fraud on or misappropriation of any funds or property of the Company or any of its affiliates, customers or vendors; (3) act of material dishonesty, willful misconduct, willful violation of any law, rule or regulation, or breach of fiduciary duty involving personal profit, in each case made in connection with my responsibilities as an employee, officer or director of the Company and which has, or could reasonably be deemed to result in, a Material Adverse Effect upon the Company (a defined below); (4) illegal use or distribution of drugs; (5) material violation of any policy or code of conduct of the Company; or (6) material breach of any provision of this Employment Agreement or any other employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by me for the benefit of the Company or any of its affiliates, all as reasonably determined in good faith by the Board of Directors of the Company.   However, an event that is or would constitute “Cause” shall cease to be “Cause” if I reverse the action or cures the default that constitutes “Cause” within 10 days after the Company notifies me in writing that Cause exists.
 
No act or failure to act on my part will be considered “willful” unless it is done, or omitted to be done, by me in bad faith or without reasonable belief that such action or omission was in the best interests of the Company. Any act or failure to act that is based on authority given pursuant to a resolution duly passed by the Board, or the advice of counsel to the Company, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company.
 
4
 
 
For purposes of this section, “Material Adverse Effect” means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of the Company or its subsidiaries, taken as a whole.
 
 
(e)                        Good Reason. “Good Reason” means the occurrence of any of the following without my written consent: (a) the assignment to me of duties substantially inconsistent with this Employment Agreement or a material adverse change in my titles or authority; (b) any failure by the Company to comply with Section 4 hereof in any material way; (c) any material breach of this Employment Agreement by the Company; or (d) the relocation of me more than fifty (50) miles from the location of the Company’s principal office located in Danville, California. However, an event that is or would constitute “Good Reason” shall cease to be “Good Reason” if: (i) I do not terminate employment within 45 days after the event occurs; (ii) before I terminate employment, the Company reverses the action or cures the default that constitutes “Good Reason” within 10 days after I notify it in writing that Good Reason exists; or (iii) I was a primary instigator of the “Good Reason” event and the circumstances make it inappropriate for me to receive “Good Reason” termination benefits under this Employment Agreement (e.g., I agree temporarily to relinquish my position on the occurrence of a merger transaction I assist in negotiating).
 
 
(f)             Disability. I shall have a “disability” under this Employment Agreement on the date the Company receives written notice from a physician selected by the Company that I have a “disability,” as defined in Section 22(e)(3) of the Internal Revenue Code, as amended).
 
(g)             Change of Control. A “Change of Control” shall mean: (i) a merger, consolidation or sale of capital stock by existing holders of capital stock of the Company that results in more than 50% of the combined voting power of the then outstanding capital stock of the Company or its successor changing ownership; (ii) the sale, or exclusive license, of all or substantially all of the Company's assets; or (iii) the individuals constituting the Company’s Board as of the date of the Employment Agreement (the “Incumbent Board”) cease for any reason to constitute at least 1/2 of the members of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of the Incumbent Board, such new director shall be considered a member of the Incumbent Board. Notwithstanding the foregoing and for purposes of clarity, a transaction shall not constitute a Change in Control if: (w) its sole purpose is to change the state of the Company’s incorporation; (x) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; or (y) it is a transaction effected primarily for the purpose of financing the Company with cash (as determined by the Board in its discretion and without regard to whether such transaction is effectuated by a merger, equity financing or otherwise).
 
 
5
 
 
(h)             Benefits. I shall have the right to receive any benefits payable under the Company’s employee benefits plans, programs and policies (other than a termination and separation or severance plan that the Company may adopt at a future date that may be applicable to executives and/or employees of the Company (a “Severance Plan”)) which I otherwise have a non-forfeitable right to receive under the terms of such plans, programs and policies (other than severance benefits) independent of my rights under this Employment Agreement upon a termination of employment in addition to any other benefits under this Section 5 without regard to the reason for such termination of employment. I acknowledge and agree that until the termination of this Employment Agreement, I shall not be entitled to participate in a Severance Plan.
 
(i)             Notice of Termination. Any termination by the Company or by me for any reason shall be communicated by a notice of termination to the other party hereto and shall be given in accordance with Section 7. Such notice shall state the specific termination provision in the Employment Agreement upon which the termination relies, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provisions so indicated, to the extent applicable.
 
(j)             Officer and Directorship. In the event I am terminated or resign for any reason, I agree to resign, effective the same date, from any office or directorship held with the Company or any of its subsidiaries or affiliate companies.
 
(k)             No Mitigation. I shall not be required to mitigate the amount of any severance payment contemplated by this Employment Agreement, nor shall any such payment be reduced by any earnings that I may receive from any other source, except and to the extent expressly provided herein.
 
(l)             Stock Award Agreements. In the event of a conflict adverse to me between the terms of this Employment Agreement and the terms of any agreement granting me stock options or restricted stock, the conflicting terms of this Employment Agreement shall govern, unless otherwise required by applicable law.
 
 
(m)             Section 409A. The Separation Payment is intended to qualify as separation pay due to involuntary Separation from Service under Treasury Regulation §1.409A-1(b)(9)(iii). To the extent the Separation Payment, or any portion thereof, so qualifies or is otherwise exempt from the requirements of Section 409A, such amount shall be paid in full as set forth in Section 5(a). If all or any portion of the Separation Payment does not qualify as separation pay due to involuntary Separation from Service under Treasury Regulation §1.409A-1(b)(9)(iii) and is not otherwise exempt from the requirements of Section 409A such amount shall be paid as follows: (a) if I am not a Specified Employee, such amount shall be paid in full as set forth in Section 5(a), or (b) if I am a Specified Employee, such amount shall be paid in full on the date that is six months following the date of my Separation from Service. For purposes of this Agreement, the terms “Separation from Service” and “Specified Employee” have the meanings ascribed to those terms in Section 409A.
 
 
6
 
 
 
Furthermore, if I am a Specified Employee and the benefits specified in this Section 5(a) are taxable to me and not otherwise exempt from Section 409A, the following provisions shall apply to the reimbursement or provision of such benefits. Any amounts to which I would otherwise be entitled under Section 5(a) during the first six months following the date of my Separation from Service shall be accumulated and paid to me on the date that is six months following the date of my Separation from Service. Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under Section 5(a), or in-kind benefits provided, during my taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of mine. Any reimbursement of an expense described in Section 5(a) shall be made on or before the last day of my taxable year following my taxable year in which the expense was incurred. My right to reimbursement or in-kind benefits pursuant to Section 5(a) shall not be subject to liquidation or exchange for another benefit. Subject to my Group Medical Plan COBRA Coverage Continuation rights under section 4980B of the Code, the benefits listed in this Section 5(a) shall be reduced to the extent benefits of the same type are received by me, my spouse or any eligible dependent from any other person during such period, and provided, further, that I shall have the obligation to notify the Company that I or they are receiving such benefits.
 
6.   Confidentiality . I acknowledge that I currently possess or will acquire secret, confidential, or proprietary information or trade secrets concerning the operations, future plans and business methods of the Company (“Confidential Information”).
 
(a)   Promise Not to Disclose . I promise never to use or disclose any Confidential Information before it has become generally known within the industry through no fault of my own. I agree that this promise shall never expire.
 
(b)   Promise Not to Solicit . To prevent me from inevitably breaking this promise, I further agree that, while this Agreement is in effect and for 12 months after its termination: (i) as to any customer or supplier of the Company with whom I had dealings or about whom I acquired Confidential Information during my employment, I will not solicit or attempt to solicit (or assist others to solicit) the customer or supplier to do business with any person or entity other than the Company; and (ii) I will not solicit or attempt to solicit (or assist others to solicit) for employment any person who is, or within the preceding 3 months was, an officer, director, or key employee of the Company.
 
(c)   Promise Not to Engage in Certain Employment . I agree that, while this Agreement is in effect and for 12 months after its termination, I will not accept any employment or engage in any activity, without the written consent of the Board, if the loyal and complete fulfillment of my duties in such employment would inevitably require me to reveal or utilize Confidential Information, as reasonably determined by the Board.
 
 
 
7
 
 
 
(d)   Return of Information . When my employment with the Company ends, I will promptly deliver to the Company, or, at its written instruction, will destroy, all documents, data, drawings, manuals, letters, notes, reports, electronic mail, recordings, and copies of such materials, of or pertaining to the Company or any of its affiliated entities which are in my possession or control. In addition, during my employment with the Company, and thereafter, I agree to meet with Company personnel as reasonably requested by the Board, and, based on knowledge or insights I gained during my employment with the Company, answer any question they may have related to the Company’s business and operations.
 
(e)   Intellectual Property . Intellectual property (including such things as all ideas, concepts, inventions, plans, developments, software, data, configurations, materials (whether written or machine-readable), designs, drawings, illustrations and photographs that may be protectable, in whole or in part, under any patent, copyright, trademark, trade secret, or other intellectual property law), developed, created, conceived, made or reduced to writing or practice during my employment with the Company, except intellectual property that has no relation to the Company or any of its customers that I developed purely on my own time and at my own expense, shall be the sole and exclusive property of the Company, and I hereby assign all my rights, title and interest in any such intellectual property to the Company.
 
(f)   Enforcement of this Section . This Section shall survive the termination of this Agreement for any reason. I acknowledge that (i) my services are of a special, unique and extraordinary character and it would be very difficult and impossible to replace them, (ii) this Section’s terms are reasonable and necessary to protect the Company’s legitimate interest, (iii) this Section’s restrictions will not prevent me from earning or seeking a livelihood, (iv) this Section’s restrictions shall apply wherever permitted by law, and (v) my violation of any of this Section’s terms would irreparably harm the Company. Accordingly, I agree that, if I violate any of the provisions of this Section the Company or any of its affiliated entities shall be entitled to, in addition to other remedies available to it, an injunction to be issued by any court of competent jurisdiction restraining me from committing or continuing any such violation, without the need to prove the inadequacy of money damages or post any bond or for any other undertaking.
 
7.   Notice.
 
(a)   To the Company . I will send all communications to the Company in writing, addressed as follows (or in any other manner the Company notifies me to use):
 
If Mailed: Pacific Energy Development Corp.
Attn: General Counsel
4125 Blackhawk Plaza Circle
Danville, CA 94506
 
 
8
 
 
 
If Faxed: Pacific Energy Development Corp.
 
Attn: General Counsel
 
Fax: 925-403-0703
 
Tel.: 925-203-5699
 
(b)   To Me . All communications from the Company to me relating to this Agreement must be sent to me in writing at my Company office or in any other manner I notify the Company to use.
 
(c)   Time Notice Deemed Given . Notice shall be deemed to have been given when delivered or, if earlier (1) when mailed by United States certified or registered mail, return receipt requested, postage prepaid, or (2) faxed with confirmation of delivery, in either case, addressed as required in this Section.
 
8.   Arbitration of Disputes . If any legally actionable dispute arises which cannot be resolved by mutual discussion between the Company and me, we each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of Judicial Arbitration and Mediation Services or such other arbitration service as we agree upon, and the law of the State of California. The Company will be responsible for paying any filing fee and the fees and costs of the arbitrator, unless I initiate the claim, in which case I will contribute an amount equal to the filing fee for a claim initiated in a court of general jurisdiction in the State of California. The Company and I agree that this promise to arbitrate covers any disputes that the Company may have against me, or that I may have against the Company and/or its related entities and/or their owners, directors, officers and employees, arising out of or relating to this Agreement, the employment relationship or termination of employment, including any claims concerning the validity, interpretation, effect or violation of this Agreement; discrimination, harassment or retaliation in violation of any federal, state or local law; and any other aspect of my compensation, training, or employment. The Company and I further agree that arbitration as provided in this Section shall be the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by either of us for temporary or preliminary injunctive relief pending arbitration in accordance with applicable law, or an administrative claim with an administrative agency. The Company and I also agree that any such arbitration shall be conducted in San Francisco, California, unless otherwise mutually agreed.
 
9.   Amendment . No provisions of this Agreement may be modified, waived, or discharged except by a written document signed by me and a duly authorized Company officer. Thus, for example, promotions, commendations, and/or bonuses shall not, by themselves, modify, amend, or extend this Agreement. A waiver of any conditions or provisions of this Agreement in a given instance shall not be deemed a waiver of such conditions or provisions at any other time.
 
 
 
9
 
 
 
10.   Interpretation and Exclusive Forum . The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California (excluding any that mandate the use of another jurisdiction’s laws). Any arbitration (unless otherwise mutually agreed), litigation or similar proceeding with respect to such matters only may be brought within California, and all parties to this Agreement consent to California’s jurisdiction.
 
11.   Department of Homeland Security Verification Requirement . I agree to timely file all documents required by the Department of Homeland Security to verify my identity and lawful employment in the United States. Notwithstanding any other provision of this Agreement, if I fail to meet any such requirements promptly after receiving a written request from the Company to do so, I agree that my employment shall terminate immediately and that I shall not be entitled to any compensation from the Company of any type.
 
12.   FCPA Compliance. In conformity with the United States Foreign Corrupt Practices Act and the Company’s guidelines related thereto, I represent and warrant that I shall not directly or indirectly make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government or the United States government (including a decision not to act) or inducing such a person to use her influence to affect any such governmental act or decision in order to assist the Company, or any subsidiary or affiliate thereof, in obtaining, retaining or directing any such business.
 
13.   Successors . This Agreement shall be binding upon, and shall inure to the benefit of, me and my estate, but I may not assign or pledge this Agreement or any rights arising under it, except to the extent permitted under the terms of the benefit plans in which I participate. This Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company (a “Successor”) to assume expressly and agree to perform this Agreement and the Indemnification Agreement (defined below) in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place, after which any reference to the “Company” in this Agreement shall be deemed to be a reference to the successor and any reference to the “Board” in this Agreement shall be deemed to be a reference to the board of directors or managers of the successor.
 
14.   Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
 
 
 
10
 
 
 
15.   Indemnification/Insurance . The Company shall obtain and maintain Directors and Officers Insurance in order to hold me harmless from any criminal or civil litigation arising from the performance of my duties and responsibilities on behalf of the Company; provided, that if I am terminated for Cause, such insurance coverage shall not apply to the action or actions that materially supported the termination for Cause. The duration of such insurance shall include my term of employment and a period consistent with standard industry practice for similarly-situated development stage companies following the termination of my employment pursuant to Section 4 above. In addition, the Company shall provide corporate indemnification to me pursuant to the terms of an Indemnification Agreement to be entered into by and between me and the Company (the “Indemnification Agreement”).
 
16.   Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute the same instrument.
 
17.   Entire Agreement . All oral or written agreements or representations, express or implied, with respect to the subject matter of this Agreement are set forth in this Agreement.
 
 
I ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED IN IT AND THAT I HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF.
 
I FURTHER ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISHED TO DO SO. I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A JURY TRIAL.
 
 
 
 
 
 
 
 
 
 
 
Date : May 10, 2018
 
/s/ Frank C. Ingriselli
 
 
 
Frank C. Ingriselli
 
 
 
 
 
 
 
 
PACIFIC ENERGY DEVELOPMENT CORP.
 
 
 
 
 
Date : May 10, 2018
By:  
/s/ Clark R. Moore
 
 
 
Clark R. Moore
 
 
 
 
 
 
Its:
EVP and General Counsel
 
 
                                                             
 
 
11
 
Schedule A
 
 
Eurasia Foundation
General Energy Technologies Inc.
Electra Industrial Ltda.
The Angelino Group
Global Venture Investments LLC
Erin Energy Corporation
Blackhawk Energy Ventures Inc.
Caspian Energy Inc.
 
 
12
 
 
Exhibit 10.2
 
EMPLOYEE SEPARATION AND RELEASE
 
This Employee Separation and Release (this “ Agreement ”) confirms the terms of your separation from employment with PEDEVCO Corp. (d/b/a/ Pacific Energy Development) (the “ Company ”) and Insperity PEO Services, L.P. (“ Insperity ”). You agree that effective as of 5:00 PM (Pacific) on May 31, 2018 (the “ Separation Date ”), your employment with the Company shall be considered mutually terminated by the parties. Along with such termination, all Company benefits to you (i.e., health insurance coverage, 401(k) plans and life insurance (if any)) will be terminated, provided that the Company will provide COBRA paperwork as required by law (if applicable).
 
As of the Separation Date, you will be paid all wages, salary, bonuses, commissions, expense reimbursements, and any other amounts that you are owed, if any. You will also be paid what you are owed for any vacation time, sick time, paid time off or paid leave of absence, or in connection with any severance or deferred compensation plan, if eligible, and that you will have been given all time off to which you were entitled under any policy or law, including but not limited to leave under the Family and Medical Leave Act.
 
Although you are not otherwise entitled to receive any severance from the Company in connection with your voluntary separation from employment, subject to, and in consideration for, your providing the Company with an executed copy of this Agreement as provided herein, and not revoking this Agreement, and your compliance with all of the terms and conditions of this Agreement, all other agreements entered into by and between you and the Company, and all Company policies and procedures, the Company will pay you a lump sum severance payment equal to $20,000.00, less all applicable withholdings and required deductions, which will be paid to you within ten days following the effectiveness of this Agreement (the “ Severance Payment ”).
 
The Severance Payment provisions set forth in this Agreement shall be referred to as the “ Severance Benefits .” You agree that the Severance Benefits are something of value and that you are not already entitled to these additional benefits. You agree that the additional benefits offered to you under this Agreement are due solely from the Company and that Insperity has no obligation to pay any additional compensation.
 
You are solely responsible for any and all tax obligations or other obligations under federal and/or state law pertaining to the receipt of the Severance Benefits in the Agreement, and you hereby agree to hold the Company and their respective affiliates harmless from any and all liability relating to such obligations.
 
In exchange for providing you with the Severance Benefits, you agree to fully release the Company, Insperity and their respective current and former parent companies, subsidiaries, and other affiliated companies as well as any of their respective current and former insurers, directors, officers, agents, shareholders, employees, affiliates and assigns (collectively, the “ Released Parties ”) from any claims you may have against them as of the date you sign this Agreement, whether such claims arise from common law, statute, regulation, or contract. This release includes but is not limited to rights and claims arising under or arising out of (i) Title VII of the Civil Rights Act of 1964, as amended; (ii) the Americans with Disabilities Act, as amended; (iii) the Employee Retirement Income Security Act of 1974, as amended (excluding claims for accrued, vested benefits under any employee benefit plan of the Company in accordance with the terms of such plan and applicable law); (iv) the Age Discrimination in Employment Act, as amended, or the Older Workers Benefit Protection Act; (v) the California Fair Employment and Housing Act; (vi) alleged discrimination or retaliation in employment (whether based on federal, state or local law, statutory or decisional); (vii) any law (statutory or decisional) providing for attorneys’ fees, costs, disbursements and/or the like; (vii) any other federal, state, or local law prohibiting discrimination and/or harassment; and (viii) claims under the California Labor Code, the California Business and Professions Code, and all other laws and regulations relating to employment. By accepting the Severance Benefits, you have agreed to release the Released Parties from any liability arising out of your employment with and separation from the Company and Insperity. This would include, among other things, claims alleging breach of contract, defamation, emotional distress, harassment, retaliation, or discrimination based on age, gender, race, religion, national origin, disability or any other status under local, state, or federal law. This release does not prevent you from pursuing any workers’ compensation benefits to which you may be entitled. Furthermore, nothing in this Agreement shall be construed to prevent you from filing a charge with or participating in an investigation conducted by any governmental agency, including, without limitation, the United States Equal Employment Opportunity Commission (“ EEOC ”) or applicable state or city fair employment practices agency, to the extent required or permitted by law. Nevertheless, you understand and agree that you are waiving any relief available (including, for example, monetary damages or reinstatement), including but not limited to financial benefit or monetary recovery from any lawsuit filed or settlement reached by the EEOC or anyone else with respect to any claims released and waived in this Agreement.
 
 
1
 
 
You understand and acknowledge that you are releasing potentially unknown claims, and that you may have limited knowledge with respect to some of the claims being released. You acknowledge that there is a risk that, after signing this Agreement, you may learn information that might have affected your decision to enter into this Agreement. You assume this risk and all other risks of any mistake in entering into this Agreement and confirm that it is your intention to release all claims that you have or may have against the Released Parties, whether known or unknown, suspected or unsuspected. You agree that this Agreement is fairly and knowingly made. In addition, you expressly waive and release any and all rights and benefits under Section 1542 of the Civil Code of the State of California (or any analogous law of any other state), which reads as follows:
 
“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.”
 
The waiver and release contained in this Agreement does not apply to any claim which, as a matter of law, cannot be released by private agreement. If any provision of the waiver and release contained in this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and a court shall enforce all remaining provisions to the full extent permitted by law.
 
You agree that this Agreement does not alter any agreements or promises you made prior to or during your employment concerning intellectual property, confidentiality, non-solicitation, or non-competition. In addition, nothing in this Agreement shall limit or waive any rights to indemnification you have, or Company obligations to you, pursuant to that certain Indemnification Agreement, dated September 10, 2013, entered into by and between you and the Company, which agreement shall continue in full force and effect in accordance with its terms.
 
You agree that you are the only person who is able to assert any right or claim arising out of your employment with or separation from the Company. You promise that you have not assigned, pledged or otherwise sold such rights or claims, nor have you relied on any promises other than those contained in this Agreement.
 
You agree that neither this Agreement nor payment or effectiveness of the Severance Benefits being offered to you for this Agreement is an admission by the Company of any liability or unlawful conduct of any kind. You agree that the Severance Benefits being offered in exchange for your release of claims and rights is sufficient. You agree to cooperate on behalf of the Company, as appropriate and lawful, in future legal actions relating to your employment with the Company.
 
You and the Company agree not to disparage each other or to do anything that portrays either you or the Company, or the Company‘s, services, products or personnel in a negative light or that might injure you or the Company‘s business or affairs. This would include, but is not limited to, disparaging remarks about either you or the Company, as well as the Company’s shareholders, officers, directors, employees, agents, advisors, partners, affiliates, consultants, products, formulae, business processes, corporate structure or organization, and marketing methods.
 
You agree to keep confidential any and all non-public information about the business or finances of the Company, including, without limitation, all information about (or relating to) any products, services, technology, business plans, litigation, financial statements, projections, existing or proposed projects, suppliers, customers, merchant lists, pricing, purchase records, sale records, marketing, processes, equipment, facilities, data, methodologies or trade secrets, in whatever form (collectively “ Information ”, which Information shall encompass the Company’s Information and/or any Information of any Affiliate of the Company, subsidiary of the Company or party who has contracted with or proposed to contract with the Company, from whatever source shall be deemed confidential and shall be collectively referred to in this Agreement as “ Confidential Information ”. Notwithstanding the foregoing, the term “ Confidential Information ” shall not include information which (a) is independently developed by you otherwise than in connection with your employment; (b) becomes publicly available without violation of this Agreement or by any fault of you or any other party subject to confidentiality rights with the Company; (c) becomes lawfully available in the “ public domain ” from a third party; (d) is approved for disclosure by written authorization of the Company; or (e) which you are compelled to disclose pursuant to applicable law or court order, provided that you give the Company prompt notification of such requested disclosure.
 
 
2
 
 
“ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, business or statutory trust, trust, union, association, instrumentality, governmental authority or other entity, enterprise, authority, unincorporated organization or business organization. An “ Affiliate ” of a specified Person means any other Person that (at the time when the determination is made) directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. As used in the foregoing sentence, the term “ control ” (including, with correlative meaning, the terms “ controlling, ” “ controlled by ” and “ under common control with ”) means the power to direct the management and/or the policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
 
You further agree that you will not at any time (i) use any Confidential Information for any other purpose other than as agreed to by the Company in writing, or (ii) discuss, disclose or otherwise transfer any Confidential Information to any Person. The requirements of this paragraph shall survive the termination of this Agreement.
 
You agree that, if you violate the terms of this Agreement, you will reimburse the Released Parties for any attorneys’ fees, costs, or other damages arising from your breach of the Agreement, unless you are challenging your waiver of claims under the Age Discrimination in Employment Act. You agree that, if any portion of this Agreement is found to be unenforceable, the remainder of the Agreement will remain enforceable.
 
Before signing this Agreement, you should make sure that you understand what you are signing, what benefits you are receiving, and what rights you are giving up, including your rights under the Age Discrimination in Employment Act. You are also encouraged to consult an attorney about the contents and meaning of this Agreement.
 
You shall have up to forty-five (45) days from the date of your receipt of this Agreement, which receipt occurred on May 10, 2018 , to consider the terms and conditions of this Agreement (the “ Review Period ”). You may accept this Agreement at any time within the Review Period by executing it and returning it to PEDEVCO Corp., Attn: Clark R. Moore, 4125 Blackhawk Plaza Circle, Suite 201, Danville, CA 94506, or email at cmoore@pacificenergydevelopment.com , no later than 5:00 p.m. (Pacific) on the forty-fifth (45 th ) day after your receipt of this Agreement. Thereafter, you will have seven (7) days to revoke this Agreement (the “ Revocation Period ”) by stating your desire to do so in writing to Clark R. Moore at the address listed above, no later than 5:00 p.m. (Pacific) on the seventh (7 th ) day following the date you sign this Agreement. The effective date of this Agreement shall be the eighth (8 th ) day following your signing and acceptance of this Agreement (the “ Effective Date ”), provided you do not revoke the Agreement during the Revocation Period. In the event you do not accept this Agreement as set forth above, or in the event you revoke this Agreement during the Revocation Period, this Agreement, including but not limited to the obligation of the Company and its subsidiaries and affiliates to provide the consideration provided above shall automatically be deemed null and void and any Severance Benefits offered or provided hereunder shall be immediately withdrawn and be deemed null, void and terminated.
 
If this Agreement fully and accurately describes the complete agreement concerning your separation of employment and your agreement to release the Released Parties for any acts occurring prior to the date you sign this Agreement (and supersedes all previous oral or written communications, representations or agreements), please confirm this agreement by signing and dating this Agreement. By signing this Agreement, you agree that your waiver of rights and claims is knowing and voluntary. You further confirm that you fully understand the benefits you are receiving and the rights and claims you are waiving under this Agreement and that you have accepted those benefits and waived those rights and claims of your own free will.
 
 
3
 
 
This Agreement shall be governed exclusively by and construed exclusively in accordance with the laws of the state of California, without giving effect to the conflict of law principles of state of California. In the event of a dispute concerning this Agreement, the parties agree that venue lies in a court of competent jurisdiction in Contra Costa County, California.
 
This Agreement shall be binding upon the parties hereto and upon their heirs, administrators, representatives, executors, successors, offspring, spouse and assigns, and shall inure to the benefit of said parties and each of them and to their heirs, administrators, representatives, executors, successors and assigns.
 
Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining parts, terms or provisions shall not be effected thereby, and said illegal, unenforceable or invalid part, term or provision shall be deemed not to be a part of this Agreement.
 
You further agree that if you disavow or challenge in court this Agreement, and if this Agreement is deemed unenforceable by a court of competent jurisdiction, all Severance Benefits offered to you or provided to you hereunder shall be withdrawn and be deemed null, void and terminated immediately upon the entry of the final court order.
 
This Agreement sets forth the entire Agreement between the parties hereto and fully supersedes any and all prior agreements or understandings, written or oral between the parties hereto pertaining to your separation from employment with the Company.
 
This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto.
 
 
4
 
 
This Employee Separation and Release was given to Michael Peterson on May 10, 2018 . You will have until June 24, 2018 to sign and deliver this Employee Separation and Release Agreement.
 
ACCEPTED AND AGREED TO:
 
/s/ Michael L. Peterson
 
May 10, 2018
 
Michael L. Peterson 
 
Date
 
 
 
 
 
PEDEVCO CORP.
 
 
 
 
 
 
 
/s/ Frank C. Ingriselli
 
May 10, 2018
 
Frank C. Ingriselli   
 
Date
 
Chairman
 
 
 
 
 
 
 
 
 
 
 
 
 
5
 
Exhibit 10.3
 
INDEPENDENT CONTRACTOR AGREEMENT
 
This Independent Contractor Agreement (“Agreement”) is entered into on May 10, 2018 (the “Effective Date”), by and between PEDEVCO Corp. (the “Company”), located at 4125 Blackhawk Plaza Circle, Suite 201, Danville, CA 94506, and Michael L. Peterson , an individual (the “Contractor”) (collectively referred to as “Parties” or “the Parties”).
 
Recitals
 
1.
Contractor has expertise in the area of debt restructuring, strategic planning and capital markets, and is willing to provide services to the Company as detailed below on a non-exclusive basis.
 
2.
The Company is willing to engage the Contractor as an independent contractor on a non-exclusive basis under the terms and conditions set forth herein.
 
Agreement
 
In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:
 
1.
Engagement
a.
The Company hereby engages Contractor to perform and provide executive transition, debt restructuring, strategic planning and capital markets support and services as specifically requested from time to time by the Company and accepted by Contractor.
 
b.
Contractor hereby agrees to provide the Services described above. Contractor will report to the Chief Executive Officer of the Company, or his designees. Contractor accepts the engagement to provide these services to the Company on the terms and conditions set forth herein.
 
2.
Place and Time of Work and Equipment . The Contractor may work at the Contractor’s home office, the Company’s offices, or such other location as determined by the Contractor, and at such times, as determined in her sole reasonable discretion. The Contractor shall provide and supply all equipment and tools necessary for the Contractor to provide the services to the Company hereunder.
 
3.
Term : This Agreement will commence on June 1, 2018 , and unless modified by mutual written agreement by the Parties, shall continue for an initial term of twelve (12) months (the “Initial Term”), renewing automatically for successive one (1) month terms (each, a “Renewal Term”) thereafter unless terminated by either party upon thirty (30) days prior written notice during any such Renewal Term. Notwithstanding anything to the contrary herein, (i) the Company may terminate this Agreement at any time for Cause (as defined below), or (ii) by Contractor upon thirty (30) days prior written notice. Such notice shall be sent either via certified mail, return receipt requested, for delivery by the US Postal Service, sent via electronic mail with delivery confirmation by the recipient, or shall be hand delivered.
 
 
1
 
 
For purposes of this Agreement, the term “Cause” shall mean my (1) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (2) fraud on or misappropriation of any funds or property of the Company or any of its affiliates, customers or vendors; (3) act of material dishonesty, willful misconduct, willful violation of any law, rule or regulation, or breach of fiduciary duty involving personal profit, in each case made in connection with Contractor’s responsibilities as an agent or representative of the Company and which has, or could reasonably be deemed to result in, a Material Adverse Effect upon the Company (a defined below); (4) illegal use or distribution of drugs; (5) material violation of any policy or code of conduct of the Company; or (6) material breach of any provision of this Agreement or any other employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by Contractor for the benefit of the Company or any of its affiliates, all as reasonably determined in good faith by the Board of Directors of the Company. However, an event that is or would constitute “Cause” shall cease to be “Cause” if Contractor reverses the action or cures the default that constitutes “Cause” within 10 days after the Company notifies Contractor in writing that Cause exists.
 
No act or failure to act on Contractor’s part will be considered “willful” unless it is done, or omitted to be done, by Contractor in bad faith or without reasonable belief that such action or omission was in the best interests of the Company. Any act or failure to act that is based on authority given pursuant to a resolution duly passed by the Board, or the advice of counsel to the Company, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company.
 
For purposes of this section, “Material Adverse Effect” means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of the Company or its subsidiaries, taken as a whole.
 
4.
Compensation and Expenses : The Company shall pay to Contractor $5,000.00 per month, pro-rated for partial months, for all services requested by the Company and provided by Contractor to the Company hereunder.
 
Contractor shall not be permitted to incur any expenses on behalf of the Company or in furtherance of the services to be provided hereunder without prior written approval by the Company.
 
1.
Contractor’s Business Activities
 
a.
Contractor shall devote such time, attention, and energy necessary to perform the services required of the Contractor under this Agreement.
 
2.
Representations And Warranties : Contractor represents and warrants
a.
That Contractor has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Contractor’s undertaking this relationship with the Company;
 
b.
That the performances of the services called for by this Agreement do not and will not violate any applicable law, rule, or regulation or any proprietary or other right of any third party;
 
 
2
 
 
c.
That Contractor will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity; and
 
d.
That Contractor has not entered into or will not enter into any agreement in conflict with this Agreement.
 
3.
Entire Agreement : This Agreement contains the entire understanding and agreement between the Parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.
 
4.
Amendment : This Agreement may only be amended by a writing signed by Contractor and a representative of the Company duly authorized.
 
5.
Severability : If any term, provision, covenant, or condition of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such term, provision, covenant, or condition as applies to other persons, places, and circumstances shall remain in full force and effect.
 
6.
Rights Cumulative : The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either Party or its successors, whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
 
7.
Nonwaiver : No failure or neglect of either Party hereto in any instance to exercise any right, power, or privilege hereunder or under law shall constitute a waiver of any other right, power, or privilege or of the same right, power, or privilege in any other instance. All waivers by either Party hereto must be contained in a written instrument signed by both Parties.
 
8.
Agreement To Perform Necessary Acts : Contractor agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
 
9.
Assignment : This Agreement may not be assigned by the Contractor without the Company’s prior written consent.
 
10.
Independent Contractor : The relationship between the Parties is that of an independent contractor. This Agreement is not authority for the Contractor to act for the Company as its agent or make commitments for the Company. Contractor will not be eligible for employee benefits, nor will the Company make deductions from fees to the Contractor for taxes, insurance, bonds, or the like. Contractor retains the discretion in performing the tasks assigned, within the scope of the work specified.
 
 
3
 
 
11.
Confidentiality . The Contractor acknowledges that in the course of his engagement with the Company, he has received and will receive access to confidential information of a special and unique value concerning the Company and its business, including, without limitation, trade secrets, know-how, lists of customers, employee records, books and records relating to operations, oil and gas reserves and drilling information, costs or providing service and equipment, operating and maintenance costs, pricing criteria and other confidential information and knowledge concerning the business of the Company and its affiliates (hereinafter collectively referred to as “information”) which the Company desires to protect. The Contractor acknowledges that such information is confidential and the protection of such confidential information against unauthorized use or disclosure is of critical importance to the Company. The Contractor agrees that he will not reveal such information to anyone outside the Company. The Contractor further agrees that during the term of this Agreement and thereafter he will not use or disclose such information, other than in connection with the consulting services. Upon termination of Contractor’s provision to the Company of services hereunder or otherwise, the Contractor shall surrender to the Company all papers, documents, writings and other property produced by them or coming into their possession by or through the Contractor’s engagement hereunder and relating to the information referred to in this Section, and the Contractor agrees that all such materials will at all times remain the property of the Company. The obligation of confidentiality, non-use and non- disclosure of know-how set forth in this Section shall not extend to know-how (i) which was in the public domain prior to disclosure by the disclosing party, (ii) which comes into the public domain other than through a breach of this Agreement, or (iii) which is disclosed to the Contractor after the termination of this Agreement by a third party having legitimate possession thereof and the unrestricted right to make such disclosure. The agreements in this Section shall survive this Agreement and shall continue for a period terminating one (1) year following the termination of this Agreement.
 
12.
Taxes : The Contractor agrees that he is solely responsible for paying when due all income taxes, including estimated taxes, as a result of or in connection with the compensation paid by the Company to the Contractor for services rendered under this Agreement. The Company shall issue applicable U.S. or other tax forms or reports to the Contractor with respect to the compensation paid pursuant to this Agreement. The Contractor hereby indemnifies, and undertakes to defend the Company and hold it free and harmless from and against any demands or claims for any taxes, interest or penalties assessed by any taxing authority with respect to sums paid to the Contractor pursuant to this Agreement, excluding, however, any unemployment insurance or related fees, interest and penalties that may be imposed or assessed on the Company by any taxing authority in the event such taxing authority determines that the Contractor is an employee of the Company, which fees and related interest and penalties shall be the responsibility of the Company.
 
13.
Governing Law : This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of California.
 
14.
Indemnification : The Company agrees to indemnify and hold harmless Contractor from and against any losses, claims, damages and liabilities to which Contractor may become subject under any applicable law, or otherwise, which relate to or arise in any manner out of any services provided or work performed by Contractor under this Agreement, and will promptly reimburse Contractor for all reasonable expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the defense of any pending or threatened claim or any action or proceeding arising therefrom, to which Contractor is a party. Notwithstanding the foregoing, the Company shall not be liable under the foregoing to the extent that any loss, claim, damage, liability or expense resulted from Contractor’s bad faith or gross negligence.
 
 
4
 
The Parties have executed this Independent Contractor Agreement on the date first set forth above.
 
 
 
PEDEVCO Corp.
 
 
Contractor
 
 
 
 
Michael L. Peterson
 
 
 
 
 
 
 
 
 
 
 
/s/ Frank C. Ingriselli
 
 
/s/ Michael L. Peterson
 
Frank C. Ingriselli
 
 
Address:
 
Chairman  
 
 
 
 
 
 
 
 
 
 
5