CONSULTING AGREEMENT
This CONSULTING AGREEMENT
(“Agreement”) is made and entered into on August 14, 2010 by Hyperdynamics
Corporation (the “Company”) and Xxxxxxx X. Xxxxx (“Consultant” or “Xx.
Xxxxx”). The Company and the Consultant may be referred to herein
collectively as “Parties” and singularly as “Party”.
WHEREAS,
the Company and Xx. Xxxxx have executed an Employment Agreement dated November
24, 2009 (“Employment Agreement”); and
WHEREAS,
the Company and Xx. Xxxxx desire to define their respective rights and
obligations under a consulting arrangement;
NOW,
THERFORE, in consideration of the mutual promises, warranties and
representations hereinafter set forth, the Parties agree as
follows:
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1.
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Conversion of
Role.
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(a) The
Parties agree that Xx. Xxxxx’x role as Executive Vice President of Commercial
Affairs and officer of Hyperdynamics Corporation shall terminate at 11:59PM
(Central Daylight Time) on September 30, 2010 (unless terminated by either Party
prior to such time pursuant to the terms of the Employment Agreement) at which
time he shall become a consultant of the Company under the terms set forth
herein. The Company and Xx. Xxxxx shall agree upon in advance the
text of, and shall issue on a timely basis, an appropriate announcement
describing the change to his role. In addition, the Company shall
make any required filings with the U.S. Securities and Exchange
Commission. The Company confirms that Xx. Xxxxx will remain fully
covered by the Directors and Officers insurance policy maintained by the Company
for the period of time he served as an officer of Hyperdynamics
Corporation.
(b) During
the period August 21, 2010 through September 30, 2010, inclusive, Xx. Xxxxx
shall be allowed to work in locations away from the Company’s Houston
headquarters, provided that prior to October 1, 2010, he shall make no more than
one (1) trip to the Houston office (or other location specified by the Company)
on mutually agreed timing. Xx. Xxxxx shall remain in close contact
with the Houston office, including with Hyperdynamics Corporation’s Chief
Executive Officer, to work effectively and diligently on the Company’s business
objectives.
(c) The
terms of the Employment Agreement, which do not conflict with the foregoing
provisions, shall remain in effect through September 30, 2010, or such earlier
date as Xx. Xxxxx’x full-time employment with the Company may end.
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2.
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Duties of
Consultant.
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(a) Consultant
shall report to the Chief Executive Officer and shall perform the following
services (“Services”) on behalf of the Company: advise on negotiations with
potential farm-in candidates and work with management to conclude definitive
agreements; advise on negotiations with governments to establish or renegotiate
contractual arrangements; work with senior Company management to identify,
evaluate and conclude diversification opportunities for the Company; advise on
the Company’s strategies and plans; provide advice and support to the Company’s
Executive Council; mentor the Director of Commercial and Legal Affairs; and
provide advice and assistance on such other matters as the Chief Executive
Officer may from time to time request. All of the Services shall be
performed solely by the consultant and shall not be delegated or assigned to any
person not in the employment of the Company. The Consultant shall use
reasonable efforts to travel at the request of the Chief Executive Officer as
and when required except that the Consultant shall not be required to do so for
more than 7 business days per month.
(b) Consultant
shall perform the Services in good faith, diligently, and shall make reasonable
efforts to make himself available to respond to the Company’s request for his
services, it being understood that Consultant is or may become engaged in
business activities for others. However, Consultant shall not perform Services
in support of projects or businesses which directly compete with the Company.
Consultant shall not act or communicate in a manner that disparages the
Company’s reputation or relationships.
(c) There
is no minimum amount of time that Consultant is required to devote to performing
the Services, and the Company’s determination whether to use Consultant’s
Services for one or more projects shall be at the Company’s
discretion.
3. Representations and
Understandings.
(a) Consultant
warrants, represents and acknowledges that Consultant has not been investigated
regarding, convicted of, or pleaded guilty to any charge involving fraud,
corruption, tax evasion, theft or larceny, securities violations or breach of
contract in any jurisdiction.
(b) CONSULTANT
MAKES NO REPRESENTATION OR WARRANTY AS TO ACCURACY, COMPLETENESS OR RELIABILITY
OF HIS SERVICES. CONSULTANT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE
USE BY THE COMPANY, OF HIS SERVICES, OR THE RESULTS OF SUCH USE.
4.
Independent
Contractor. Consultant shall perform all Services as an independent
contractor, following conversion of his role from Executive Vice President of
Commercial Affairs to Consultant (the “Conversion”), and will not become an
employee of Company. Consultant shall disclose his relationship with
Company to all third parties with whom he deals in performance of the Services.
Consultant shall not be entitled to any benefit which Company may provide for
its employees. Consultant is solely responsible for all tax returns
and tax payments required that are related to the Company’s payments to him for
Services pursuant to this Agreement.
5. Term of
Consultancy. Following Conversion, the term of this Agreement
shall extend through December 31, 2010 (such period, and any
extensions thereto, being referred to as the “Consultation Periods”), unless
sooner terminated in accordance with the provisions of Section
8.
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6. Compensation and
Reimbursement.
(a) No
later than the tenth day of each month, the Consultant shall deliver to the
Company an invoice for the immediately preceding month. The invoice
shall provide a detailed description of the Services, hours billed to the
Company with respect to such Services by date, and any reimbursable expenses
incurred in the conduct of the Services.
(b) Company
shall pay Consultant an hourly fee of U.S. $175.00, payable in cash no later
than 30 days after receipt of the monthly invoice submitted by the
Consultant.
(c) Company
shall pay or reimburse Consultant for all necessary and reasonable out-of-pocket
expenses incurred or paid by Consultant in connection with the performance of
services under this Agreement upon presentation of expense statements or
vouchers or such other supporting information as it from time to time requests
evidencing the nature of such expense, and, if appropriate, the payment thereof
by Consultant, and otherwise in accordance with the Company procedures from time
to time in effect.
(d) The
foregoing provides the entire compensation, including expenses incurred by the
Consultant in the performance of Services required under this Agreement, and is
in full discharge of any and all liabilities in contract or otherwise with
respect to all Services rendered by Consultant. Consultant shall pay any taxes
from any jurisdiction on payments made under this Agreement.
7. Confidentiality. Consultant
shall keep confidential all proprietary information provided by Company or any
of its affiliates or developed by Consultant hereunder during the Consultation
Period and for three years thereafter. Such information shall be the
property of Company or the appropriate affiliate. Consultant shall
not disclose such information to any third party except with Company’s prior
written consent. This obligation shall not apply to information which
is or becomes part of the public knowledge from a source other than
Consultant. Consultant may not make any announcement or release any
information with respect to this Agreement or Services, without Company’s prior
consent. Upon termination of the Agreement or upon request of
Company, Consultant shall return to Company all materials furnished by Company
or any affiliate, and Consultant shall surrender all information or data
developed by Consultant hereunder, unless otherwise agreed by Consultant and
Company. Company may disclose this Agreement, including the
compensation provisions, to whomever Company determines has a legitimate need to
know such terms, including, without limitation, the government of the United
States. The obligations in this Article 7 shall survive termination
of this Agreement.
8. Termination. Following
Conversion, either Party may terminate this Agreement by giving written notice
to the other of such termination. Notice of termination shall not
affect the Company’s obligation to pay for Services provided prior to the notice
of termination. The Agreement may be extended for sequential periods
of 3 months in duration by mutual consent of the Company and the
Consultant.
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9. Options. If
this Agreement has not been terminated by the Consultant prior to December 31,
2010, then Consultant shall become entitled to retain 100,000 of the options,
specified in the Employment Agreement, which vest when the share price averages
$3.00 per share or more over five (5) consecutive trading days. Xx.
Xxxxx shall vest in those options set forth in the Employment Agreement which
require continuous service of one (1) year as from the effective date of his
employment (December 7, 2009) so long as he has not terminated this Agreement
prior to December 7, 2010.
10. Governing
Law. This Agreement and the rights and obligations of the
Parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Texas.
11. Notices and
Communications. All notices, consents and other communications
provided for herein shall be in writing and shall be properly given when
delivered in person, by a recognized overnight courier service, or when sent by
facsimile to the following addresses: If to Company: 12012
Wickchester – Xxxxx 000, Xxxxxxx, Xxxxx 00000, Telephone 000-000-0000, Facsimile
000-000-0000; Attention: Mr. Xxx Xxxxxxx with a copy to Xxxxx Xxxxx at the same
address. If to Consultant: Xx. Xxxxxxx X. Xxxxx, 000 Xxxx Xxxx Xxxx,
Xxxx, XX 00000, Telephone 000-000-0000, with a copy to Xx. Xxxxxxx X. Xxxxx,
0000 Xxxx Xxxx Xxxx, Xxxxxxxxxxx, XX 00000, Telephone
000-000-0000. Notices will be deemed effective upon delivery for
personal delivery, and twenty four hours after transmission by
facsimile. Either Party may change the above addresses and numbers by
giving written notice of the change to the other Party.
12. Miscellaneous.
(a) No
amendments or other changes to this Agreement shall be effective or binding on a
Party unless the same shall be in writing and signed by all
Parties.
(b) This
Agreement may be executed by the Parties in any number of counterparts, each of
which shall be deemed to be an original instrument, but all of which together
shall constitute one and the same instrument. Execution may be
evidenced by faxed signatures or electronic signatures with original signature
pages to follow promptly.
(c) This
Agreement constitutes the entire agreement and understanding among the Parties,
their officers and directors with respect to the subject matter
hereof. This Agreement supersedes all prior oral and written
discussions, agreements and understandings relating to such subject
matter.
(d) No
waiver by either Party of any default or breach by the other Party shall be
construed as a waiver of any future default or breach. No waiver of
breach or default shall be implied from the acceptance of any payment or
service.
(e) In
the event that any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired
thereby.
[Signature
Page Follows]
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The
Parties have executed this Agreement to be effective as of the day and year
first above written.
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HYPERDYNAMICS
CORPORATION
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EVP
OF COMMERCIAL AFFAIRS /
CONSULTANT
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By:
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/s/ Xxx Xxxxxxx
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/s/ Xxxxxxx X. Xxxxx
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Xxx
Xxxxxxx
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Xxxxxxx
X. Xxxxx
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Chief
Executive Officer
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