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): August 24, 2006 (August 22, 2006)
BERRY
PETROLEUM COMPANY
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
(State
or Other Jurisdiction of
Incorporation
or Organization)
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1-9735
(Commission
File Number)
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77-0079387
(IRS
Employer
Identification
Number)
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5201
TRUXTUN AVE., STE. 300, BAKERSFIELD, CA
(Address
of Principal Executive Offices)
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93309
(Zip
Code)
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Registrant’s
telephone number, including area code: (661)
616-3900
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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1
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Item
1.01 Entry into a Material Definitive Agreement
On
August
22, 2006, upon recommendation of its Compensation Committee, the Board
of
Directors of Berry Petroleum Company (the “Company”) authorized a plan pursuant
to which the Company would enter into a Change
in
Control Severance Protection Agreement
(“Agreement”) in an approved form with each of the Company’s executive vice
presidents, vice presidents, the controller, the treasurer and the
corporate
secretary. The form of Agreement provides for payment of severance
to the
executive upon the termination of executive’s employment without cause or the
resignation of employment by the executive for good reason, in either
case
within two years after a change in control of Berry. For the executive
vice
presidents, the severance will be in an amount equal to two and one
half times
(1) annual base salary, (2) highest annual bonus in the last two years,
(3) the
then maximum annual Company matching contribution to the Company's
401(k) plan,
and (4) the executive’s car allowance, if any. For vice presidents, the
severance will be in an amount equal to two times the foregoing amounts,
and for
the controller, treasurer and corporate secretary, the payment will
be in an
amount equal to one and one half times the foregoing amounts. Such
amounts will
include any annual bonus earned by the executive for the calendar year
in which
a qualifying termination occurs, and no separate bonus will be paid.
The form of
Agreement also provides that the Company will, upon a qualifying termination,
continue to pay the portion of the premium for the executive’s health coverage
that the Company paid before the qualifying termination, and continue
to pay for
term life insurance coverage at the level in effect before the qualifying
termination, for a number of years equal to the compensation multiple
approved
for the executive. In addition, the form of Agreement provides that
all unvested
stock options and restricted stock units will fully vest upon a qualifying
termination, and the executive will have additional time to exercise
stock
options granted under the Company’s 1994 Stock Option Plan. The form of
Agreement also provides that the Company will pay the executive for
any taxes on
“parachute payments” imposed as a result of the foregoing benefits.
The
above
description is qualified in its entirety by reference to the form of
Change in
Control Severance Protection Agreement which is attached hereto as
Exhibit 99.1.
Item
1.02 Termination of a Material Definitive Agreement
The
form
of Agreement discussed in Item 1.01 above provides for the termination
of any
salary continuation agreement between the Company and the executive.
The Company
had entered into salary continuation agreements with each of the two
executive
vice presidents, certain of the vice presidents, and the controller
and the
corporate secretary, which
will be terminated in connection with entry into an Agreement. The
salary
continuation agreements provided for a payment of one year’s compensation
(including salary plus the average of the bonuses received for the
two fiscal
years preceding the change in control) following a change in control
of the
Company for each of the two executive vice presidents and a vice president,
and
six month’s compensation (including the components above) following a change
in
control of the Company for each of the controller and the corporate
secretary.
Consequently all outstanding salary continuation agreements are
terminated.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Form
of
Change in Control Severance Protection
Agreement
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 hereto
duly authorized.
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BERRY
PETROLEUM COMPANY
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By:
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/s/
Kenneth A. Olson
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Kenneth
A. Olson
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Corporate
Secretary
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Date: August
24, 2006
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