Unassociated Document
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): November 3, 2009
GRAN TIERRA ENERGY
INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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98-0479924
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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Commission file
number: 001-34018
300, 611
- 10th Avenue S.W.
Calgary,
Alberta, Canada T2R 0B2
(Address
of principal executive offices and zip code)
Registrant's telephone number,
including area code: (403) 265-3221
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))
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers
On
November 3, 2009, the Board of Directors of Gran Tierra Energy Inc., appointed
Julian Garcia as President of Gran Tierra Energy, Colombia, effective upon his
first day of employment, which is to be December 1, 2009. Gran Tierra Energy
Inc. and its subsidiaries are referred to collectively as “Gran
Tierra.”
Prior to
joining Gran Tierra, Mr. Garcia, age 50, served for approximately four and one
half years as the General Manager of Emerald Energy Plc Colombia, a branch of
Emerald Energy Plc, a British company formerly listed on the London Stock
Exchange, which was recently acquired by a wholly owned subsidiary of Sinochem
Resources UK Limited, a member of the Sinochem Group, since 2005. Prior to that,
Mr. Garcia served for one year as Technical Director of Agencia Nacional de
Hidrocarburos ANH, the Colombian national oil authority.
In March
2009 Gran Tierra and Emerald Energy Plc Sucursal Colombia amicably resolved
for $275,000 a rig sharing arrangement between Emerald Energy Plc Sucursal
Colombia and Solana Resources Limited. Solana Resources was acquired by Gran
Tierra in November 2008. Mr. Garcia had no financial interest in the
transaction.
Pursuant
to the terms of Mr. Garcia’s employment arrangement with Gran Tierra, which does
not have a specified duration, Mr. Garcia will: (1) receive an annual
base salary of $600,000,000 Colombian pesos (approximately US$305,000), to be
reviewed annually; (2) receive an initial grant of 300,000 options to purchase
Gran Tierra common stock; (3) be eligible to receive an annual performance-based
bonus of up to 60% of his base salary, payable within 60 days of the end of the
fiscal year; (4) be entitled to 20 days of paid vacation per year; (5) be
entitle to a second car allowance of $1,000,000 Colombian pesos (approximately
US$508) per month; and (6) receive a recreational or golf club
membership.
The
employment arrangement with Mr. Garcia provides for a separation payment in the
event that the company terminates Mr. Garcia’s employment without “cause” or Mr.
Garcia terminates his employment for “good reason,” each as defined in the
employment arrangement. The separation payment is in the amount of one year of
Mr. Garcia’s base salary plus his bonus payment for the prior 12 month period,
which would be payable in a lump sum within thirty (30) days of
termination. In addition, Gran Tierra will enter into its standard
form of indemnification agreement with Mr. Garcia.
SIGNATURE
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 hereunto
duly authorized.
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Dated: November
20, 2009
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GRAN
TIERRA ENERGY INC.
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By:
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/s/
Martin H. Eden
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Martin
H. Eden
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Chief
Financial Officer
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