Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2009, the board of directors of the Company granted stock option, stock appreciation rights, restricted stock and phantom stock unit awards to the following named executive officers:

James A. Edmiston-
Stock Options - 65,000
Stock Appreciation Rights - 90,000
Restricted Stock - 45,000
Phantom Stock Units - 20,000

Stephen C. Haynes-
Stock Options - 12,000
Stock Appreciation Rights - 17,000
Restricted Stock - 14,000
Phantom Stock Units - 10,000

G. Michael Morgan-
Stock Options - 13,000
Stock Appreciation Rights - 25,000
Restricted Stock - 12,500
Phantom Stock Units - 12,500

Patrick R. Oenbring-
Stock Options - 15,000
Stock Appreciation Rights - 23,000
Restricted Stock - 15,000
Phantom Stock Units - 15,000

Robert Speirs-
Stock Options - 12,500
Stock Appreciation Rights - 20,000
Restricted Stock - 15,000
Phantom Stock Units - 13,000

The option awards were granted under the Harvest Natural Resources 2006 Long Term Incentive Plan, have an exercise price equal to the fair market value of the Company's stock on the date of grant, vest one third per year over a three year period and expire seven years from the grant date.

The stock appreciation rights are cash based, vest at a rate of one third per year over a three year period beginning the third year from the effective date of the grant and will expire seven years from the grant date.

The restricted stock awards were granted under the Harvest Natural Resources 2004 Long Term Incentive Plan and vest at the end of a three-year restriction period from the grant date. A certificate will be delivered to the named executive officer provided the named executive officer is still employed at the end of the restriction period.

Phantom stock units are cash based and are the economic equivalent of one share of the Company's common stock. They vest at a rate of one third per year over a three year period, beginning the third year from the grant date.

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