Legend Oil and Gas, Ltd. 10-Q

 

	Exhibit 10.2








November 16, 2015


Binderman Group, LLC


Mr. Warren S. Binderman, CPA


2090 Dunwoody Club Drive


Suite 106-215


Atlanta, Georgia 30350


 


 


Dear Warren:


This
Amended letter agreement (the “Agreement”) amends the prior letter agreement dated December 3, 2014, and sets
forth the understanding between Legend Oil & Gas, Ltd. (the “Company”) and you regarding the Company contracting
with you, through the Binderman Group, LLC, to serve as President, Chief Financial Officer, and Board Secretary/Treasurer Officer
of the Company during the term hereof. This Agreement shall be effective on the date that it is executed by you in the space provided
for your signature below.


 


		I.	APPOINTMENT
                                         OF PRESIDENT, CHIEF FINANCIAL OFFICER, AND BOARD SECRETARY/TREASURER OFFICER



The
Company affirms that it has appointed you to serve as President, Chief Financial Officer, and Board Secretary/Treasurer Officer,
subject to the terms and conditions of this Agreement, with the title, compensation and other descriptions set forth herein.


		II.	TERM



The
term of your appointment shall be effective on this date and shall be twenty four (24) months from and after the date hereof (the
“Term”) unless sooner terminated as more fully provided in Section V hereof. Each twelve-month period of the
Term beginning on the date hereof shall be hereinafter referred to as a “Contract Term”.


		III.	SCOPE
                                         AND LOCATION OF SERVICES



Your
ordinary course duties as President, Chief Financial Officer, and Board Secretary/Treasurer Officer will involve managing the
Company’s day to operations as directed by the chief executive officer (CEO), as well as the accounting and finance operations
and you shall have such duties, authority and responsibility as shall be determined and are assigned to you by the CEO of the
Company, which duties, authority and responsibility are consistent with the position of President, Chief Financial Officer, and
Board Secretary/Treasurer Office. Further, during the Term, you shall also serve as a member of the Board of Directors of the
Company. Finally, during the Contract Term, you shall devote such time as is necessary to perform such duties and responsibilities.
You shall perform your duties and responsibilities hereunder either at the offices of the Company, or other such locations as
are appropriate to perform your specific functions.


		IV.	FEES
                                         AND EXPENSES



		A.	Base
                                         Compensation



 


As
base compensation (“Base Compensation”) for your services, the Company shall pay you $20,000 per month, payable
once monthly. The Base Compensation shall be reviewed at least annually by the Board and the Board may, but shall not be required
to, increase the Base Compensation during the Term. However, the Base Compensation may not be decreased during the Term. For the
purposes of this Agreement, you will serve as an independent contractor to the Company.  All personal income tax responsibilities,
both United States Federal and State will be borne by you, and you agree to indemnify the Company from classifying you as an independent
contractor.


It
is currently understood and agreed, that as of the date of this Amended letter agreement, that Mr. Binderman is owed, from amounts
contractually earned, and that the Company has accrued on its financial statements a total amount due Binderman of $322,000, which,
as of the date of this letter, has been forgiven by Binderman.


 


		B.	Additional
                                         Compensation.



		1.	In
                                         addition to the Base Compensation you will receive additional compensation (the “Additional
                                         Compensation”) as follows:








    	 



    	 



    

 


		2.	Commencing
                                         with the work to be performed on the 2015 year end Form 10-K (expected to be on or around
                                         January 15, 2016) the Company will pay Binderman an initial bonus of $25,000. Further,
                                         upon filing the 10-K on a timely basis, including extensions allowable by the SEC via
                                         filing of NT-10K, a bonus payment of $25,000 will be paid to Binderman.



		3.	Starting
                                         in calendar year 2015, an annual bonus (“annual bonus”) payable either in
                                         common stock of the Company or cash or a combination thereof, at the option of the BOD
                                         in the amount of or having a value equal to up to 50% of your Base Compensation at the
                                         time; annual bonuses shall be based on performance criteria to be determined by the Board;
                                         any annual bonus shall be accrued and earned monthly throughout the Calendar year, but
                                         will be awarded and will be payable on February 1st of the year following
                                         the year in which the bonus is earned. The annual bonus is accrued and earned monthly
                                         for each month of service performed in the Calendar year and is to be paid to Mr. Binderman
                                         pursuant to the “Termination” section below.



		4.	Effective
                                         November 1, 2014, payment of $1,000, on a monthly basis deemed to be for you and/or your
                                         family’s health insurance policies;



		5.	Beginning
                                         October 1st, 2015, the Company shall provide a car for Mr. Binderman for his
                                         use.



		6.	Beginning
                                         October 1st, 2015, the Company shall provide for a two week paid vacation
                                         for Mr. Binderman. The vacation shall be paid for by the Company in amounts not to exceed
                                         $15,000.



		7.	“Change
                                         in Control” bonus. In the event of a change in control as defined below, Mr. Binderman
                                         is entitled to receive a one time bonus, in cash, equal to 150% of his Base Compensation
                                         PLUS his to date accrued but unearned annual bonus.



		C.	Out-Of-Pocket
                                         Expenses



The
Company shall pay directly or reimburse you, upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred
in connection with this Agreement and the engagement hereunder, including, but not limited to, travel, lodging, educational expenses
for you to remain a CPA (including travel and lodging for such conferences as may be required), computer and research charges,
attorneys’ fees, telephone and facsimile services and other charges customarily recoverable as out-of-pocket expenses. In
addition, the Company shall pay you for your reasonable legal fees incurred in the review of this Agreement.


		V.	TERMINATION



		A.	Termination
                                         of Your Position.



The
Term and your contracting with the Company hereunder may be terminated by the Company and you at any time upon mutual agreement
of the Company and you or by you or the Company as provided in this Section V. Except as hereinafter provided in this Section
V, upon termination of your appointment during the Term, you shall be entitled to the compensation and benefits described in Section
IV hereof through the Termination Date.


		B.	Expiration
                                         of the Term for Cause or Without Good Reason.



Your
appointment hereunder may be terminated by the Company for “Cause”, as such term is hereinafter defined, or
by you with “Good Reason”, as such term is hereinafter defined. If your appointment is terminated by the Company for
Cause or by you with Good Reason, you shall be entitled to receive: (i) any accrued but unpaid Base Compensation which
shall be paid on the “Termination Date”, as hereinafter defined, within one (1) week following the Termination
Date; (ii) any earned or accrued but unpaid Annual Bonus with respect to any completed calendar/fiscal year immediately preceding
the Termination Date, which shall be paid on the otherwise applicable payment provided; and (iii) reimbursement for unreimbursed
business expenses properly incurred by you including, without limitation, health insurance costs as provided in Section IV hereof.
For purposes of this Agreement, “Cause” shall mean:


		1.	your
                                         willful failure to perform your duties and responsibilities (other than any such failure
                                         resulting from incapacity due to physical or mental illness);



		2.	your
                                         willful failure to comply with any valid and legal directive of the Board;



		3.	your
                                         willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each
                                         case, materially injurious to the Company;








    	 



    	 



    

 


		4.	your
                                         embezzlement, misappropriation or fraud related to your appointment with the Company;



		5.	your
                                         conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony
                                         (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude,
                                         if such felony or other crime is work-related, materially impairs your ability to perform
                                         services for the Company or results in material/reputational or financial harm to the
                                         Company; or



		6.	your
                                         willful unauthorized disclosure of “Confidential Information”, as hereinafter
                                         defined.



		7.	For
                                         purposes of this provision, no act or failure to act on your part shall be considered
                                         “willful” unless it is done, or omitted to be done, by you in bad faith or
                                         without reasonable belief that your action or omission was in the best interests of the
                                         Company. Any act, or failure to act, based upon authority given pursuant to a resolution
                                         duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively
                                         presumed to be done, or omitted to be done, by you in good faith and in the best interests
                                         of the Company. For purposes of this Agreement, “Good Reason” shall
                                         mean the occurrence of any of the following, in each case during the Term without your
                                         written consent: (i) any material breach by the Company of any material provision of
                                         this Agreement including, without limitation, failure to pay you any of the Base Compensation
                                         or Additional Compensation provided for herein within five (5) business days of the due
                                         date thereof and a material, adverse change in your authority, duties or responsibilities
                                         (other than temporarily while you are physically or mentally incapacitated or as required
                                         by applicable law), and (ii) any . For purposes of this Agreement, “Change in
                                         Control” shall mean the occurrence of any of the following: (x) one person
                                         (or more than one person acting as a group) acquires ownership of stock of the Company
                                         that, together with the stock held by such person or group, constitutes more than 50%
                                         of the voting power of the stock of the Company; (y) the sale of all or substantially
                                         all of the Company’s assets; or (z) the merger or consolidation of the Company
                                         with another person, firm or entity that is not currently an affiliate of the Company.



		C.	Without
                                         Cause or for Good Reason.



The
Term and your appointment hereunder may be terminated by you for Good Reason or by the Company without Cause. In the event of
such termination, you shall be entitled to receive one full year’s worth of the Base Compensation and Additional Compensation
provided for in Section IV hereof just as if your appointment hereunder had continued for one full year beyond the termination
date.


 


		D.	Death
                                         or Disability.



Your
appointment hereunder shall terminate automatically upon your death during the Term, and the Company may terminate your appointment
on account of your Disability. If your appointment is terminated during the Term on account of your death or Disability, you (or
your estate and/or beneficiaries, as the case may be) shall be entitled to receive all of the Base Compensation and Additional
Compensation that would have accrued and be payable to you for the Contract Term in which your death or disability occurred. For
purposes of clarification, any Annual Bonus for the year in which your death or disability may occur shall be prorated to the
date of death or disability. For purposes of this Agreement, “Disability” shall mean your inability, due to physical
or mental incapacity, to substantially perform your duties and responsibilities under this Agreement for one hundred eighty (180)
days out of any three hundred sixty-five (365) days. Any question as to the existence of your Disability as to which you and the
Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to you and the Company.
If you and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two
physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing
to the Company and you shall be final and conclusive for all purposes of this Agreement.


 


		E.	Notice
                                         of Termination.



 


Any
termination of your appointment hereunder by the Company or by you during the Term (other than termination pursuant to Section
IV.D. on account of your death) shall be communicated by written notice of termination (“Notice of Termination”) to
the other party hereto in accordance with Section X.J. hereof. The Notice of Termination shall specify: (i) the termination provision
of this Agreement relied upon; (ii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination
of your appointment under the provision so indicated; and (iii) the applicable Termination Date.


		VI.	CONFIDENTIALITY



You
agree to keep confidential all information obtained from the Company, and you will not disclose to any other person or entity,
or use for any purpose other than specified herein, any information pertaining to the Company or any affiliate thereof, which
is either non-public, confidential or proprietary in nature (“Information”) that you obtain or are given access
to during the performance of your duties and responsibilities hereunder. The foregoing is not intended to nor shall it be construed
as prohibiting you from disclosure pursuant to valid subpoena, order or other legal compulsion, but you shall not encourage, suggest,
invite or request, or assist in securing, any such subpoena, court order, or other legal compulsion, and you shall immediately
give notice of any such subpoena, court order, or legal compulsion to the Company. Furthermore, you may make reasonable disclosure
of Information to third parties to the extent necessary in connection with your performance of your duties and responsibilities
hereunder. In addition, you shall have the right to disclose to others in the normal course of business your involvement with
the Company.


 




    	 



    	 



    

 


Information
includes data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs,
source or object codes, results, models or any work product relating to the business of the Company, its subsidiaries, distributors,
affiliates, vendors, customers, employees, contractors and consultants.


 


		VII.	INDEMNIFICATION,
                                         ADVANCEMENT AND EXCULPATION



The
Company agrees to indemnify, provide advancement to, and hold you harmless to the fullest extent lawful, from and against any
claims, liabilities, losses, damages and expenses (or any action, claim, suit or proceeding (an “Action”) in
respect thereof, as incurred, related to or arising out of or in connection with your services (whether occurring before, at or
after the date hereof) under the Agreement, whether or not resulting from your negligence (“Losses”), provided,
however, that the Company shall not be responsible for any Losses that arise out of or are based on any action of or failure to
act by you to the extent such Losses are determined, by a final, non-appealable judgment by a court or arbitral tribunal, to have
resulted solely from your gross negligence or willful misconduct.


 


The
Company agrees to reimburse and provide advancement to you for all expenses (including, without limitation, fees and expenses
of counsel), including all costs and expenses (including expenses of counsel) incurred by you to enforce your rights hereunder,
as they are incurred in connection with investigating, preparing, defending or settling any Action for which indemnification,
advancement or contribution has or is reasonably likely to be sought by you, whether or not in connection with litigation in which
you are a named party; provided that if any such reimbursement is determined by a final, non-appealable judgment by a court or
arbitral tribunal, to have resulted solely from your gross negligence or willful misconduct, you shall promptly repay such amount
to the Company. The Company agrees that you shall not have any personal liability to the Company for monetary damages for breach
of fiduciary duty, provided that this limitation shall not eliminate or limit the liability of you: (i) for any breach of your
duty of loyalty to the Company, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, or (iii) for any transaction from which you received an improper personal benefit. Notwithstanding the provisions
hereof, the aggregate contribution of you to all Losses shall not exceed the amount of Base Compensation actually received by
you with respect to the services rendered pursuant to the Agreement.


In
addition to the foregoing indemnification, advancement, and contribution rights, the Company agrees that you will be entitled
to the benefit of the most favorable indemnities provided by the Company to its other officers and directors, whether under the
Company’s by-laws, certificates of incorporation, by contract or otherwise. The Company further agrees that it will include
and cover you under the Company’s policy for directors’ and officers’ (“D&O”) insurance.
The Company agrees to maintain D&O insurance coverage for you for a period of not less than three (3) years following the
date of termination of your service under this Agreement. In the event that the Company is unable to include you under the Company’s
D&O insurance policies or if the Company’s D&O policies do not have first dollar coverage in effect for at least
the first $2,000,000, it is agreed that you are permitted to purchase a separate policy for D&O insurance that covers only
you and invoice the Company for the costs associated with such policy as an out-of-pocket expense reimbursement under this Agreement.
If you are unable to purchase such coverage, then you shall have the right to terminate this Agreement upon notice to the Company.


The
Company agrees that it will not settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate
any pending or threatened Action in respect of which indemnification, advancement, or contribution may be sought hereunder (whether
or not you are a party to such Action) unless you have given your prior written consent, or the settlement, compromise, consent
or termination (i) includes an express unconditional release of you from all Losses arising out of such Action, and (ii) does
not include any admission or assumption of fault on your part.


Notwithstanding
anything in Section V of this Agreement to the contrary or inconsistent herewith, the provisions of this Section VII shall survive
termination of this Agreement for whatever reason and regardless of which party terminates this Agreement.


		VIII.	DISCLOSURES



You
are not aware of any business relationship you have that creates a potential or actual conflict of interest with respect to the
Company.


		IX.	REPRESENTATIONS



		A.	By
                                         the Company.








    	 



    	 



    

 


The
Company represents and warrants to you that it has taken all necessary corporate and other action necessary for it to enter in
to this Agreement and to enable you to perform your duties and responsibilities hereunder. Further, the Company represents and
warrants to you that this Agreement, when executed by you and the undersigned is a valid and binding agreement on the part of
the Company enforceable in accordance with its terms.


		B.	By
                                         you.



You
represent and warrant to the Company that your acceptance of your appointment as Executive Vice President, Chief Financial Officer,
and Board Secretary/Treasurer with the Company and the performance of your duties and responsibilities hereunder will not conflict
with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which you are a
party or are otherwise bound.


		X.	GENERAL



This
Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any other prior
communications, understandings and agreements (both written and oral) between the parties with respect to the subject matter hereof.


 


		B.	Amendments



 This
Agreement may be modified, amended or supplemented only by a written agreement between the parties hereto. You will not be responsible
for performing any services not specifically described in this Agreement or in a subsequent writing signed by the parties.


 


		C.	Governing
                                         Law



This
Agreement and all controversies arising from or related to the performance hereunder shall be governed by, and construed in accordance
with, the laws of the State of Georgia without giving effect to such State’s conflicts of law principles.


 


		D.	Severability






If
any portion of this Agreement shall be determined to be invalid or unenforceable, the parties agree that the remainder shall be
valid and enforceable to the maximum extent possible.


		E.	Sole
                                         Benefit






This
Agreement has been and is made solely for the benefit of the Company and you and our respective successors and assigns, and no
other person or entity shall acquire or have any right under or by virtue of this Agreement.


		F.	Assignment



Neither
party may assign or transfer its or his rights or obligations under this Agreement without the prior written consent of the other
party.


 


		G.	No
                                         Waivers



Each
party agrees that no failure or delay by the other party in exercising any right, power or privilege hereunder will operate as
a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege hereunder.


		H.	Captions.



Captions
and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement
is to be construed by reference to the caption or heading of any section or paragraph.


		I.	Counterparts.



This
Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. 




    	 



    	 



    

 


		J.	Notices



All
notices required or permitted to be delivered under this Agreement shall be sent, if to you, to the attention of you, and if to
the Company, to the attention of Warren Binderman. All notices under this Agreement shall be sufficient if delivered by facsimile,
electronic mail, or overnight courier. Any notice shall be deemed to have been given only upon actual receipt. Mailed notices
shall be addressed as set forth below, or to such other name or address as may be given in writing to the other party.


 


	 	To you:	Warren S. Binderman
	 	 	 	2090 Dunwoody Club Drive, Ste. 106-215
	 	 	 	Atlanta, GA 30350
	 	 	 	Facsimile:  (678) 608-2565
	 	 	 	Email:  wbinderman@bindermanllc.com
	 	 	 	 
	 	To the Company:	Legend Oil and Gas, Ltd.
	 	 	 	555 North Point Center East, Ste. 410
	 	 	 	Alpharetta, GA 30022
	 	 	 	Attn: Andrew Reckles
	 	 	 	Email: andy@midconoil.com







Please
confirm the foregoing is in accordance with your understanding by signing and returning a copy of this Agreement.


 


	 	Sincerely,
	 	 
	 	Legend Oil and Gas, Ltd.
	 	 
	 	By:	 
	 	Name:	Andrew Reckles on behalf of North Point Energy Partners, LLC
	 	Title:	CEO
	 	 	 
	 	Dated:	 




 


 


AGREED
AND ACKNOWLEDGED:


	By:		 
	Name:	Warren S. Binderman on behalf of Binderman Group, LLC	 
	 	 	 
	Dated:	 November 16, 2015