Exhibit 10.1 Compensation Plan
LEGAL SERVICE AGREEMENT
Xxxxx X. Xxxxxxxxx agrees to provide legal services to HYPERDYNAMICS CORPORATION
(the Company), as specified in this written Agreement (the "Agreement"), subject
to the following terms and conditions.
TERMS AND CONDITIONS
1. SERVICES TO BE PROVIDED
Xxxxx X. Xxxxxxxxx agrees to provide legal services to HYPERDYNAMICS CORPORATION
(a Delaware Corporation), in matters related to the lawsuit(s) against
Southridge, et al.
2. COMPENSATION
(A) Company shall pay to Xxxxx X. Xxxxxxxxx a total of 1,015,000 shares (the
"Shares") under this Agreement. Company agrees to register the Shares through an
S-8 Registration Statement within 45 days of its execution. Within three (3)
days after the effectiveness of the S-8 Registration Statement, Company shall
convey to Xxxxx X. Xxxxxxxxx certificates representing 115,000 shares of the
common stock of Company. Upon execution of an agreement with Xxxx X. X'Xxxxx &
Associates, L.L.P., d/b/a X'Xxxxx & Xxxxxxxx, but in no event prior to the
effective date of the S-8 Registration Statement, the Company will deliver the
remaining 900,000 Shares to Xxxxx X. Xxxxxxxxx. All Shares will be subject to
the "Lock up/Leak out" provision set out in 2(E) below. If Company settles the
lawsuit before October 17, 2001, then Xxxxx X. Xxxxxxxxx will refund up to
900,000 Shares after payment of all costs and expenses, which may include, but
not be limited to, legal fees, litigation support services, long-distance,
document production, databases, clerks, research, travel, depositions, and other
expenses related to the litigation.
(B) The Company acknowledges that Xxxxx X. Xxxxxxxxx may use the compensation or
proceeds from the sale of the shares to pay for expenses and persons that he
wants to contract with in connection with the prosecution of the lawsuit and for
litigation support. The compensation set forth in this written Agreement is
non-refundable except as provided for in section 2(A).
(C) Company agrees to pay any sales, use, excise, or similar taxes that may be
imposed by federal, state, or local governments with respect to the services
provided by anyone referenced above.
(D) If compensation due under this Agreement as agreed by Company, are not
received, interest at the lawful rate on all amounts due but unpaid will be
added to the balance due to Xxxxx X. Xxxxxxxxx and all Lock Up/Leak Out
provisions are null and void.
(E) Lock Up/Leak Out Provision.
Under this written Agreement, Xxxxx X. Xxxxxxxxx agrees that he and/or his
assigns will not sell more than a maximum of one thousand five hundred (1,500)
shares of Company stock, in the aggregate with respect to the Shares described
above, per day (defined as Company common stock traded on the OTC/BB with
symbol HYPD) into the open market.
As soon as the S-8 registered shares are issued by the Company, the Shares
will be delivered directly to a brokerage firm or escrow agent agreed upon by
the parties, and no reasonable request will be denied. The brokerage firm's
account manager (Broker) will be given written instruction and acknowledge to
the Company this provision and receipt of the Shares agreeing not to sell more
than 1,500 shares per trading day (a day in which the OTC/BB market is open) in
aggregate with respect to the Shares. The brokerage firm's account manager shall
provide duplicate confirmation and account transaction statements to the Company
upon request. Company will be responsible for any costs related to its receipt
of duplicate confirmation and duplicate account transaction statements. Upon
written request by the Company, the brokerage firm will render a full accounting
of the trading history for the 1,015,000 Shares to document compliance with this
provision. If there is a charge for this service, the Company will pay same.
The Company may approve in writing a block sale transaction of the Shares
under this Lock Up/Leak Out provision at its sole discretion. Such sales must be
approved by the president of the Company in writing as evidence of approval of
such sale, and no reasonable request will be denied.
Xxxxx X. Xxxxxxxxx may assign his position to a third party under the same
Lock Up/Leak Out provision without approval of the Company provided this Lock
Up\Leak Out Provision is acknowledged in writing by Assignee and provided that
it is assured that only 1,500 of the shares in the aggregate, with respect to
the Shares described above, are sold daily.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective August
16, 2001.
HYPERDYNAMICS CORPORATION
By:____________________________
/s/ Xxxx Xxxxx
Printed Name: Xxxx Xxxxx
Title: President & CEO
Date Effective: August 16, 2001
By ___________________________
/s/ Xxxxx X. Xxxxxxxxx, Esq.
Date Effective: August 16, 2001
