Unassociated Document


    
      

    

    
      Exhibit
10.1

    

    
      


    

    
      CHIEF
FINANICIAL OFFICER

    

    
      A
Executive Officer of Hyperdynamics Corporation

    

    
      EMPLOYMENT
AGREEMENT

    

    
      


    

    
      THIS
AGREEMENT is made and entered into this 23th day of June, 2008, by and between
HYPERDYNAMICS CORPORATION, a Delaware corporation (the "Company",, and Sarah
Berel-Harrop ("Executive").

    

    
      


    

    
      WITNESSETH:

    

    
      


    

    
      WHEREAS,
Executive and the Company deem it to be in their respective best interests to
enter into an agreement providing for the Company's employment of Executive
pursuant to the terms herein stated;

    

    
      


    

    
      NOW,
THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, it is hereby agreed as follows:

    

    
      


    

    
      1.      Effective
Date. This Agreement shall be effective on the 23th day of
June, 2008, which date shall be referred to herein as the "Effective
Date".

    

    
      


    

    
      2.      Position
and Duties.

    

    
      


    

    
      (a)
Heretofore, Executive has served the Company in various financial and
administrative roles since 1996 and is currently the Corporate Secretary of the
Company as elected by the Board of Directors, and has been instrumental to the
company's financial SEC reporting and overall administration;
and

    

    
      


    

    
      Henceforth,
the Company hereby employs Executive as its Chief Financial Officer and
Corporate Secretary pursuant to the terms of this Agreement commencing as of the
Effective Date for the "Term of Employment" (as herein defined below). In this
capacity, Executive shall devote her best efforts and his full business time and
attention to the performance of the services defined by the by-laws of the
company, services customarily incident to such offices and position and to such
other services of a senior executive nature as may be reasonably assigned by the
Chief Executive Officer or requested by the Board of Directors (the "Board") of
the Company which may include services for one or more subsidiaries or
affiliates of the Company. Executive shall in her capacity as an employee and
officer of the Company be responsible to and obey the reasonable and lawful
directives of the Chief Executive Officer and the Board of Directors of
Hyperdynamics Corporation.

    

    
      


    

    
      (b)
Executive shall devote her full time (as defined below) and attention to such
duties, except for sick leave, periodic personal trips and vacations as
determined not to conflict with the material operations of the Company, and
excused leaves of absences otherwise. Executive shall use her best efforts
during the Term of Employment to protect, encourage, and promote the interests
of the Company.

    

    
      


    

    
      Full time
with respect to this agreement is understood to credit the Executive for her
on-call status with regard to managing employees located around the world and
recognizing that the Executive's hours of specific work for the company are not
limited to any specific range of time during a work day but can be accomplished
around the clock and on weekends and/or holidays if deemed necessary by the
Chief Executive Officer or the Executive herself, and certain responsibilities
of Executive's responsibilities, as approved by the Chief Executive Officer, may
be done at any physical location including Executive's home. As approved by the
Chief Executive Officer the company may establish full home computer system and
access communications capabilities for Executive as deemed necessary by mutual
agreement of the Chief Executive Officer and Executive.

    

    
      


    

    
      Page 1 of
6

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (c)
Notwithstanding paragraph 2(b), Executive shall be entitled to sit as a director
on other boards of directors so long as doing so presents no conflict of
interest with Executive's performance of her duties or her positions at the
Company, as determined and approved by the board of
directors.

    

    
      


    

    
      3.      Compensation.

    

    
      


    

    
      (a) Base
Salary. The Company shall pay to Executive during the Term of Employment a
minimum salary at the rate of One Hundred Seventy Five Thousand dollars
($175,000.00) per year. Executive has agreed to accept S8 registered common
stock from the employees stock and stock option plan for the amount of this base
salary over $100,000. Thus, $100,000 of base salary per year will be paid with
cash and $75,000 per year will be paid in common stock based on the closing
common stock price at the time of issuance for such payment

    

    
      


    

    
      Such
salary shall be payable Bi-Weekly, Semi-monthly, or monthly in accordance with
the Company's normal payroll procedures. (Executive's annual salary, as set
forth above or as it may be increased from time to time as set forth herein,
shall be referred to hereinafter as "Base Salary"). At no time during the Term
of Employment shall Executive's Base Salary be decreased from the amount of Base
Salary then in effect.

    

    
      


    

    
      (b)
Performance Bonus. In addition to the compensation otherwise payable to
Executive pursuant to this Agreement, Executive shall be eligible to receive
performance bonus(es) as determined and agreed to from time to time by the Chief
Executive Officer and the Board of Directors.

    

    
      


    

    
      (c) Long
Term Incentive/Stock Options. Upon execution of this Agreement which was
approved by the Compensation Committee and recommended to the board of directors
and then approved by the board of directors, the board of directors will take
action to grant Executive 20,000 S8 registered stock options to purchase the
common stock of the Company, every quarter during the term of this Agreement,
beginning the date that this Agreement is signed, and then on the first day of
every quarter thereafter. Thus, the total options to be granted to Executive
under this Agreement shall be 160,000 (8 quarters x 20,000). These options are
subject to the Company's Employee Stock and Stock Option plan and shall be three
(3) year options with a strike price equal to the greater of $2 or the closing
last trade price on the date of each grant by the board of
directors.

    

    
      


    

    
      4.      Benefits
During the Term of Employment:

    

    
      


    

    
      (a)
Executive shall be eligible to participate in any life, health and long-term
disability insurance programs, pension and retirement programs, stock option and
other incentive compensation programs, and other fringe benefit programs made
available to senior executive employees of the Company from time to time, and
Executive shall be entitled to receive such other fringe benefits as may be
granted to her from time to time by the Company's Board of
Directors.

    

    
      


    

    
      Page 2 of
6

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (b)
Executive shall be allowed four (4) weeks of vacation with pay on the same basis
as other senior executive employees of the Company. Executive shall devote her
full time and attention to such duties, except for sick leave, and excused
leaves of absences otherwise.

    

    
      


    

    
      (c) The
Company shall reimburse Executive for reasonable business expenses incurred in
performing Executive's duties and promoting the business of the Company,
including, but not limited to, reasonable entertainment expenses, travel and
lodging expenses, following presentation of documentation in accordance with the
Company's business expense reimbursement policies.

    

    
      


    

    
      (d)
Executive shall be added as an additional named insured under all liability
insurance policies now in force or hereafter obtained covering any officer or
director of the Company in her or her capacity as an officer or director.
Company shall indemnify Executive in her capacity as an officer or director and
hold her harmless from any cost, expense or liability arising out of or relating
to any acts or decisions made by her on behalf of or in the course of performing
services for the Company.

    

    
      


    

    
      5.      Term;
Termination of Employment. As used herein, the phrase "Term of Employment" shall
mean the period commencing on the Effective Date and ending on the same date two
(2) years later; provided, however, that as of the expiration date of each of
(i) the initial Term of Employment and (ii) if applicable, any Renewal Period
(as defined below), the Term of Employment shall automatically be extended for a
one (I) year period (each a "Renewal Period") unless either the Company or
Executive provides Two (2) months' notice to the contrary. Notwithstanding the
foregoing, the Term of Employment shall expire on the first to occur of the
following:

    

    
      


    

    
      (a)
Termination by the Company. Notwithstanding anything to the contrary in this
Agreement, whether express or implied, the Company may, at any time, terminate
Executive's employment for any reason other than Cause, Death or Disability by
giving Executive at least 60 days' prior written notice of the effective date of
termination. Company may terminate Employee's employment for Cause, Death or
Disability without prior notice, except that Executive may not be terminated for
substantial and willful failure to perform specific and lawful directives of the
Board, unless and until the Board has given her reasonable written notice of its
intended actions and specifically describing the alleged events, activities or
omissions giving rise thereto and with respect to those events, activities or
omissions for which a cure is possible, a reasonable opportunity to cure such
breach; and provided further, however, that for purposes of determining whether
Cause is present, no act or failure to act by Executive shall be considered
"willful" if done or omitted to be done by Executive in good faith and in the
reasonable belief that such act or omission was in the best interest of the
Company and/or required by applicable law.

    

    
      


    

    
      (b)
Termination by Executive. In the event that Executive's employment with the
Company is voluntarily terminated by Executive, the Company shall have no
further obligation hereunder from and after the effective date of termination.
Executive shall give the Company at least 30 days' advance written notice of her
intention to terminate her employment hereunder.

    

    
      


    

    
      Page 3 of
6

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (c)
Salary, Benefits, and Severance Pay Upon Termination. In the event of
termination of employment, Executive shall receive all regular Base Salary due
up to the date of termination, and if it has not previously been paid to
Executive, Executive shall be paid any Bonus to which Executive had become
entitled under Bonus(es) approved for Executive, prior to the effective date of
such termination. The Company shall have no further obligation hereunder from
and after the effective date of termination except as to policies put in place
for severance pay in certain situations where there is a termination not for
cause and the board approves such severance pay.

    

    
      


    

    
      Executive's
stock options with respect to the Company's stock shall be subject to the terms
of the Hyperdynamics' Employee Stock and Stock Option Plan or any successor
plan, which is a separate agreement. In the event of termination, Executive's
rights to benefits other than severance shall be governed by the terms of the
Company's retirement, insurance and other benefit plans and programs then in
effect in accordance with the terms of such plans.

    

    
      


    

    
      6.      Confidential
Information, Non-Solicitation and Non-Competition

    

    
      


    

    
      (a)
During the Term of Employment and at all times thereafter, Executive shall not,
except as may be required to perform her duties hereunder or as required by
applicable law, disclose to others or use, whether directly or indirectly, any
Confidential Information regarding the Company. "Confidential Information" shall
mean information about the Company, its subsidiaries and affiliates, and their
respective clients and customers that is not available to the general
public.

    

    
      


    

    
      7.      Return
of Company Documents: In the event Executive leaves the employment of Company
for whatever reason, Executive agrees to deliver to Company any and all property
situated on Company's premises and owned by Company including disks and other
storage media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time, with or without notice, for the purpose of
protecting Company's rights and interests in its intellectual
property.

    

    
      


    

    
      8.      Taxes.
All payments to be made to Executive under this Agreement will be subject to any
applicable withholding of federal, state and local income and employment taxes.
Any withholding regarding exercise of stock options will be determined by
including an opinion of a third party tax attorney paid by the company as
pertaining to any withholding that may be required or not
required.

    

    
      


    

    
      9.      Miscellaneous.
This Agreement shall also be subject to the following miscellaneous
considerations:

    

    
      


    

    
      (a)
Executive and the Company each represent and warrant to the other that he or it
has the authorization, power and right to deliver, execute, and fully perform
her or its obligations under this Agreement in accordance with its
terms.

    

    
      


    

    
      (b) This
Agreement (including attached Exhibit A) contains a complete statement of all
the arrangements between the parties with respect to Executive's employment by
the Company, this Agreement supersedes all prior and existing negotiations and
agreements between the parties concerning Executive's employment, and this
Agreement can only be changed or modified pursuant to a written instrument duly
executed by each of the parties hereto.

    

    
      


    

    
      (c) If
any provision of this Agreement or any portion thereof is declared invalid,
illegal, or incapable of being enforced by any court of competent jurisdiction,
the remainder of such provisions and all of the remaining provisions of this
Agreement shall continue in full force and effect

    

    
      


    

    
      Page 4 of
6

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (d) This
Agreement shall be governed by and construed in accordance with the internal,
domestic laws of the State of Texas.

    

    
      


    

    
      (e) Any
rights of Executive hereunder shall be in addition to any rights Executive may
otherwise have under benefit plans, agreements, or arrangements of the Company
to which he is a party or in which he is a participant, including, but not
limited to, any Company-sponsored employee benefit plans. Provisions of this
Agreement shall not in any way abrogate Executive's rights under such other
plans, agreements, or arrangements.

    

    
      


    

    
      (f) For
the purpose of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States certified or registered mail,
return receipt requested, postage prepaid, addressed to the named Executive at
the address set forth below under her signature; provided that all notices to
the Company shall be directed to the attention of the Board of Directors with a
copy to the Secretary of the Company, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon
receipt.

    

    
      


    

    
      (g)
Section headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.

    

    
      


    

    
      (h)
Failure to insist upon strict compliance with any of the terms, covenants, or
conditions hereof shall not be deemed a waiver of such term, covenant, or
condition, nor shall any waiver or relinquishment of, or failure to insist upon
strict compliance with, any right or power hereunder at anyone or more times be
deemed a waiver or relinquishment of such right or power at any other time or
times.

    

    
      


    

    
      (i) This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.

    

    
      


    

    
      10.    Survival
of Provisions: The executory provisions of this Agreement will survive the
termination of this Agreement.

    

    
      


    

    
      Page 5 of
6

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

    

    
      


    

    
      	
              EXECUTIVE

            	 
      	
              COMPANY

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              HYPERDYNAMICS
      CORPORATION

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              BY:

            	 
      	
              BY:

            	 
      
	
              /s/ Sarah Berel-Harrop

            	 
      	
              /s/ Kent Watts

            	 
      
	
              SARAH
      BEREL-HARRO

            	 
      	
              KENT
      P. WATTS

            	 
      
	 
      	 
      	 
      	 
      
	
              TITLE:

            	 
      	
              TITLE:

            	 
      
	
              CHIEF
      FINANCIAL OFFICER

            	 
      	
              CHIEF
      EXECUTIVE OFFICER

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              ADDRESS:

            	 
      	
              ADDRESS:

            	 
      
	 	 
      	 
      	
              One
      Sugar Creek Center Boulevard

            	 
      
	 	 
      	 
      	
              Suite
      125

            	 
      
	 
      	 
      	
              Sugar
      Land, Texas 77478

            	 
      


    

    
      


    

    
       

      Page 6 of
6