0001354488-16-007104 Sample Contracts

EMPLOYEE SEPARATION AND RELEASE
Employee Separation and Release • April 27th, 2016 • Pedevco Corp • Crude petroleum & natural gas

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 April 30, 2016 (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).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2016 • Pedevco Corp • Crude petroleum & natural gas

This Amendment No. 1 to Employment Agreement (“Amendment”), effective as of April 25, 2016, is entered into by and between PEDEVCO Corp., as successor-in-interest to Pacific Energy Development Corp. (herein referred to as the “Company”), and Gregory Overholtzer.

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2016 • Pedevco Corp • Crude petroleum & natural gas

This Amendment No. 2 to Employment Agreement (“Amendment”), effective as of April 25, 2016, is entered into by and between PEDEVCO Corp., as successor-in-interest to Pacific Energy Development Corp. (herein referred to as the “Company”), and Michael L. Peterson.

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Reorganization Agreement • April 27th, 2016 • Pedevco Corp • Crude petroleum & natural gas • Texas

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Amendment”) is executed as of this April 25, 2016 (the “Effective Date”) by and among GOM HOLDINGS, LLC, a Delaware limited liability company (the “GOM”), PEDEVCO CORP., a Texas corporation (“PEDEVCO”), and WHITE HAWK ENERGY, LLC, a Delaware limited liability company and wholly-owned subsidiary of PEDEVCO (“Merger Sub”). Capitalized terms used below and otherwise not defined herein shall have the meanings given to them in the Reorganization Agreement (as defined below).

AMENDED AND RESTATED VESTING AGREEMENT
Vesting Agreement • April 27th, 2016 • Pedevco Corp • Crude petroleum & natural gas • California

THIS AMENDED AND RESTATED VESTING AGREEMENT (this “Agreement”) is entered into by and between PEDEVCO CORP., a Texas corporation (the “Company”), and _______________, an individual residing in California (the “Executive”), effective as of April 25, 2016 (the “Effective Date”).

CONSULTING AGREEMENT
Consulting Agreement • April 27th, 2016 • Pedevco Corp • Crude petroleum & natural gas • California

This Consulting Agreement (“Agreement”) is entered into on April 25, 2016 (the “Effective Date”), by and between PEDEVCO Corp. (the “Company”), located at 4125 Blackhawk Plaza Circle, Suite 201, Danville, CA 94506, and Global Venture Investments Inc., a Washington corporation (the “Consultant”) (collectively referred to as “Parties” or “the Parties”).

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