Amended and Restated Agreement dated as of November 17, 2008 between Isramco Inc. and Goodrich Global Ltd AMENDED AND RESTATED AGREEMENT
EXHIBIT
10.13
Amended
and Restated Agreement dated as of November 17, 2008 between Isramco Inc. and
▇▇▇▇▇▇▇▇ Global Ltd
AMENDED
AND RESTATED AGREEMENT
This AMENDED AND RESTATED AGREEMENT is entered into
as of November 17, 2008, between Isramco, Inc., with
offices at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Company")
and ▇▇▇▇▇▇▇▇ Global Ltd. with offices at ▇.▇.▇▇▇▇▇ Plaza,
Upper Main Street, Road Town, Tortola, British Virgin Island (the
"Consultant").
ARTICLE
IX WHEREAS, Consultant is in the
business of providing management personnel to advise businesses relating to
their operations and investments in the United States and maintains executive
and operating personnel for this purpose;
ARTICLE
X WHEREAS, Haim Tsuff, the
Company’s Chief Executive Officer and Chairman of the Board of Directors
(“Tsuff”), is the principal employee and principal shareholdreof Consultant and
has held such position since 1995.
WHEREAS, Consultant has been
providing services of the subject type to the Company since 1996 puruant to an
Agreement originally entred into as of May 1996 and
subsequently amended thereafter (the “Original Agreement”);
WHEREAS, the Company and
Consultant desire to amend and restate the Original Agreement in its entirety so
as to better reflect the working arangement between them as hereinafter
provided.
ARTICLE
XI NOW, THEREFORE, in
consideration of the mutual covenants and promises herein contained, Consultant
and the Company hereby agree as follows:
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1.
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Consulting
Services. (i) The Company hereby engages Consultant and
Consultant hereby agrees to make itself available to render at the request
of the Company, certain independent advisory and consulting
services with respect to the expansation and management of oil
and gas properties in the United States, to the best of
its ability in compliance with all applicable laws, the Company's Articles
of Incorporation and By-laws and under the terms and conditions hereof.
Services rendered by Consultant hereunder may be made via telephone
and via
correspondence. It is understood that the services rendered shall be upon
the request of the Company and shall be rendered at such time, in such
manner and at such places as shall be reasonably convenient and consistent
with Consultant's other business and personal commitments. Consultant
shall continue to provide the services hereunder only so long as
(i) Tsuff continues in the employ of the Consultant and (ii)
Tsuff continues to serve as Chief Executive Officer of the Company or in
any other senior management capacity. Consultant and Tsuff understand that
Tsuff’s service as Chief Executive Officer of the Company or in any other
similary situated senrior mangement position of the Company is subject to
the Company’s Board of Directors. If for any reason whatsoever, Tsuff no
longer serves the Company in any senior management capacity or if he is no
longer emplyed by the Consultant, then, without any further action by
either party other than the delivery of notice by the Company to
Consultnat, this agreement shall be deemed to have been termianted in
accordance with the provisions of Section 7
hereof.
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(ii)
The services hereunder shall be provided solely by Tsuff or by those
directly under his supervision.
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2.
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Compensation. (i) In
consideration of Consultant's promise to perform the services for the
Company as provided for in Section 1 hereof and as an inducement to enter
into this Agreement,
the Company shall pay to Consultant or a company owned by
Consultant, an annual consulting fee of Three Hundred Sixty Thousand
(360,000) Dollars payable in installments of Thirty Thousand ($30,000)
Dollars per month. All monthly payments shall be paid on or before the
tenth (10th) day of each month with the first payment due June 1,
2008.
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(ii) In
addition, the Consulant shall be entitled to receive, with respect to each
completed fiscal year beginning with the fiscal year schedueld to end on
December 31, 2008, an amount in cash equal to five percent (5%) of the Company’s
pre-tax recorded profit (the “Supplemental Payment”). The Supplemental payment
shall be made within ten (10) business days after the filing with the
Securities and Exchange Commission of the Company’s annual report on Form 10-K
for such fiscal year. For purposes of this Agreement, “profit” shall
mean the pre – tax recorded profit as specified in the Company’s annual report
on Form 10-K, but exlcuding unrealized gain or loss on derivative
transactions.
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3.
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Expenses. Consultant
shall be reimbursed for all reasonable business expenses incurred by it
during the Consulting Term (as hereinafter defined) in the performance of
its services hereunder in compliance
with the existing policies of the Company relating to reimbursement of
such expenses. Consultant is required to submit sufficient documentation
of expenditures.
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4.
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Independent Contractor. It is
expressed, understood and agreed that Consultant is acting as an
independent contractor in performing its services hereunder. The Company
shall carry no workmen's compensation insurance or any accident insurance
to cover Consultant. The Company shall not pay any contribution to social
security, employment insurance, federal and state withholding
taxes.
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5.
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Term. This Agreement shall
be in fulll force and effect for the period commencing June 1, 2008 and
continuing up to and through May 31, 2011 (the “Consulting Term”).
Notwithstanding the foregoing, the term of this Agreement shall be
automatically extended for an additional term of three (3) years
commencing June 1, 2011 through May 31, 2014, unless the Company has given
Consultant written notice, at least ninety (90) days prior to June 1,
2011, that it does not intend for the term to be automatically
extended.
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6.
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Death
and Disability. If Consultant during the term of this Agreement is
unable to perform services by reason of illness or incapacity of Tsuff,
the compensation to Consultant shall nevertheless continue at its present
rate for the duration of the Consulting Term. If Tsuff dies during the
term of this Agreement, the compensatin payable pursuant to Section 2
hereof shall continue for a period of one (1) year fromTsuff’s
death.
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7.
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Termination
Payment. In the event Consultant’s relationship is terminated by
the Company, Consultant shall be entitled to receive a severance payment
in one lump sum equal to the balance of the unpaid consulting fee due to
Consultant for the remaining term of this Agreement simultaneously with
its termination. Notwithstanding the foregoing, this Agreement may be
terminated at will by Consultant upon thirty (30) days prior written
notice to the Company. In such event, the termination payment provided for
in Section 7 hereof shall not be applicable and Consultant shall only be
entitled to one (1) additional month of compensation after notice of
temination.
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8.
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Severability.
With respect to any provision of this Agreement finally determined by a
court of competent jurisdiction to be unenforceable, Consultant and the
Company hereby agree that such court shall have juridiction to reform such
provision so that it is enforceable to the maximum extent permitted by
law, and the parties agree to abide by such court’s determination. In the
event that any provision of this Agreement cannot be reformed, such
provision shall be deemed to be served from this Agreement, but every
other provision of this Agreement, shall remain in full force and
effect.
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9.
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Binding Effect:
Assignment. The terms and provisions of this Agreement shall be
binding on and inure to the benefit of Consultant, the Company and their
respecttive heirs, executors, administrators, legal representatives,
successors and assigns. This Agreement shall require the personal services
of Consultant and consequently, Consultant may not assign, pledge or
encumber in any way all or party of its obligators under this Agreement
without the prior written consent of the Company. The Company may assign
its rights and obligations hereunder without the consent of Consultant.
Notwithstanding the foregoing, the Company shall continue to act as a
guarantor of its obligations
hereunder.
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10.
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No
Modification. No agreement, modification, or any provision of this
Agreement, nor consent to any departure therefrom shall be effective
unless the same shall be in writing and signed by the parties
hereto.
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11.
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12.
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Notices. All
notices, consents, demands, requests, approvals and other communications
which are required or may be given hereunder shall be in writing and be
deemed to have been given, delivered or mailed, registered or certified,
first class postage prepaid and telefax as
follows:
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If to
Consultant:
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▇▇▇▇▇▇▇▇
Global Ltd.
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▇.▇.▇▇▇▇
▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇.▇.▇▇▇
3152
Road
Town, Tortola, British Virgin Island
Attention:
▇▇. ▇▇▇▇ Tsuff
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If to
Company:
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Isramco,
Inc.
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▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Attention:
▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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13.
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Captions. The
section headings of this Agreement are included for convenience only and
shall not constitute a part of this Agreement in construing or
interpreting any provision hereof.
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IN WITNESS WHREOF, the parties
hereto have executed or caused to be executed this instrument as of the day and
year first above written.
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Isramco,
Inc.
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By:
_______________________
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▇▇▇▇▇▇▇▇
Global Ltd
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By:
_______________________
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