Exhibit 10.01


 





SECOND
AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 28, 2017, and effective
January 1, 2018, is by and between Genie Energy Ltd., a Delaware corporation (the “Company”) and Avi Goldin,
an individual (the “Employee”).


 


WHEREAS,
the Employee was initially employed as Chief Financial Officer of the Company pursuant to the terms of that certain Employment
Agreement, dated October 28, 2011, between the Company and the Employee (the “Original Agreement”);


 


WHEREAS,
the Employee is currently employed as Chief Financial Officer of the Company pursuant to the terms of that certain Amended and
Restated Employment Agreement dated August 19, 2014 and the Addendum to Amended and Restated Employment Agreement dated April
20, 2015, between the Company and the Employee (collectively, the “Amended Agreement”);


 


WHEREAS,
in recognition of the Employee’s experience and abilities, the Company desires to assure itself of the continued employment
of the Employee in accordance with the terms and conditions provided herein; and


 


WHEREAS,
the Employee wishes to continue to perform services for the Company in accordance with the terms and conditions provided herein;
and


 


WHEREAS,
the parties desire to amend and restate the Amended Agreement, with effect as of January 1, 2018 (the “Amendment Effective
Date”), as follows: 


 


NOW,
THEREFORE, in consideration of the promises and the respective covenants and agreements of the parties herein contained, and intending
to be legally bound hereby, the parties hereto agree as follows:


 


1. Amended
Agreement. Until 11:59 p.m. on December 31, 2017, the Amended Agreement shall remain in full force and effect (unless terminated
in accordance with its terms), other than the provision of Section 3 thereof providing for automatic renewal of the terms thereof.
From and after 12:00 a.m. on January 1, 2018, the Amended Agreement is hereby amended and restated in its entirety.


 


2.
Employment. The Company hereby agrees to continue to employ the Employee, and the Employee hereby agrees to
continue to be employed by the Company and to perform services for the Company or its subsidiaries and affiliates, on the terms
and conditions set forth herein, in each case, with effect as of the Amendment Effective Date.


 


3. Term. The
term of the Agreement as amended and restated (the “Term”) shall commence on the Amendment Effective Date and
shall terminate on December 31, 2020 (the “Initial Expiration Date”), or upon the Employee’s earlier
death, or other termination of employment pursuant to Section 10 hereof. The Term shall automatically be renewed or
extended for additional one year periods beyond its otherwise scheduled expiration unless, not later than ninety (90) days prior
to any such expiration, either party hereto shall have notified the other party in writing that such renewal extension shall not
take effect.


 






     


     


    

 


4. Position.
During the Term, the Employee shall serve as the Chief Financial Officer of the Company or as Chief Financial Officer of one of
the Company’s principal divisions (currently Genie Oil & Gas and IDT Energy) and in such other capacities as shall be
designated by the Board of Directors of the Company (the “Board”) and agreed to by the Employee from time to
time.


 


5. Duties
and Reporting Relationship. During the Term, the Employee shall, on a full-time basis, use his skills and render
services to the best of his abilities on behalf of the Company. The Employee shall report directly to the Chief Executive Officer
of the Company or of the division of the Company of which he serves as Chief Financial Officer. The Employee shall comply with
all policies and procedures of the Company.


 


6. Place
of Performance. The Employee shall perform his duties and conduct his business on a full-time basis at the Company’s
Headquarters, except for required travel on Company business.


 


7. Compensation
and Related Matters.


 


(a) Annual
Base Salary. During the Term, the Company shall pay to the Employee an annual base salary (the “Base Salary”)
at a rate of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000), payable in accordance with the Company’s standard payroll
practices, less applicable taxes and customary withholdings. 


 


(b) Bonus;
Equity. 


 


		(i)	During
                                         the Term, the Employee shall also be entitled to an annual bonus in the gross amount
                                         of ONE HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS ($112,500), less applicable taxes
                                         and customary withholdings, in respect of any year commencing with 2018 through the Initial
                                         Expiration Date (“Guaranteed Bonus”). Payment of the Guaranteed Bonus
                                         shall be made to the Employee in accordance with Company policy, but in no event later
                                         than ninety (90) days following the end of the fiscal year in respect of which it is
                                         payable (each such payment date, a “Bonus Payment Date”). It is understood
                                         and agreed that the Employee shall be eligible for such a Guaranteed Bonus only if the
                                         Employee has been continuously employed by the Company from the Amendment Effective Date
                                         through end of the applicable fiscal year, and the Employee has not, as of such Bonus
                                         Payment Date, issued notice of his resignation, regardless of the reason for such resignation
                                         or been terminated by the Company for Cause (as defined below).



 






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		(ii)	Additionally,
                                         the Employee shall be eligible to participate in any bonus pool established for, or broad-based
                                         equity grant made to, employees or management of the Company, in each case at levels
                                         set in the sole discretion of the Company and upon the approval of the Compensation Committee
                                         of the Company’s Board of Directors. The Employee shall have a target bonus of
                                         ONE HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS ($112,500). Any bonus that is awarded
                                         under this provision (a “Discretionary Bonus”) shall be paid to the
                                         Employee on the Bonus Payment Date following the end of the relevant fiscal year. It
                                         is understood and agreed that the Employee shall be eligible for a Discretionary Bonus
                                         only if the Employee has been continuously employed by the Company from the Amendment
                                         Effective Date through end of the applicable fiscal year, and the Employee has not, as
                                         of such Bonus Payment Date, issued notice of his resignation, regardless of the reason
                                         for such resignation or been terminated by the Company for Cause.



 


(c) Employee
Benefits. During the Term, the Employee will be eligible to participate in the Company’s benefit plans, in
each case as available to similarly situated employees (collectively the “Programs”), as such Programs are
adopted by the Company, subject to the terms and conditions of the Programs. In addition, during the Term, the Employee
will be eligible to participate in the Company’s 401(k) savings plan (the “401(k) Plan”) subject to the
terms and conditions of the 401(k) Plan.


 


(d) Business
Expenses. The Company shall reimburse the Employee for all ordinary and necessary business expenses incurred by him in connection
with his employment (including without limitation, expenses for travel (with class of travel in accordance with Company policy)
and entertainment incurred in conducting or promoting business for the Company) upon submission by the Employee of receipts and
other documentation in accordance with the Company’s normal business expense reimbursement policies. The Employee
must use the Company’s travel department (if such a department exists) to arrange for all business related travel.


 


(e) Paid
Vacation. The Company will provide the Employee with paid vacation in addition to Company Closed Days as outlined in the Company’s
Policy Handbook for Employees as it may be amended from time to time.


 


(f) Compensation
on Extension of the Term. (i) Unless the Company shall make a Renewal Election under clause (ii) below, in the event that
the Term of the Agreement is extended beyond the Initial Expiration Date in accordance with Section 3 hereof, then each of the
Base Salary, the Guaranteed Bonus and the target for the Discretionary Bonus will increase by five percent (5%) from the levels
provided for herein during such extended portion of the Term.


 






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(ii)
The Company shall have the right (a “Renewal Election”), at any time not less than nine (9) months, nor more than
twelve (12) months, prior to the then scheduled expiration of the Term, to notify (the Employee that the Base Salary, Guaranteed
Bonus and target for Discretionary Bonus will each be reduced by up to ten percent (10%) for any period following such scheduled
expiration of the Term. The Employee shall have the right to accept such modified terms or, within twenty (20) days following
delivery of the Renewal Election by the Company to the Employee, elect to terminate his employment effective as of the then scheduled
expiration of the Term and, provided that he continues to perform his obligations to the Company hereunder through the expiration
of the Term, he shall be entitled to receive severance under Section 10(d) hereof (upon performance of all obligations set forth
in such section), provided that the Minimum Severance Period (as defined below) for such purpose shall be reduced by 50%. For
the avoidance of doubt, the making of a Renewal Election by the Company shall not constitute Good Reason (as defined below) for
purposes of Section 10(c) hereof.


 


8. Non-Disclosure
and Non-Competition Agreement. The Employee agrees that upon his execution of this Agreement, and as a precondition of his
employment pursuant to this Agreement, he will execute the Non-Disclosure and Non-Competition Agreement attached hereto as Exhibit
A (the “NDNC”).  Notwithstanding anything to the contrary contained herein, the remedies provided
for in the Non-Disclosure and Non-Competition Agreement are separate and distinct from those provided for in this Agreement and
in no event shall such remedies be superseded by any provision contained herein.


 


9. Representations.
The Employee represents and warrants to the Company that the execution and delivery of this Agreement, and the terms of the Non-Disclosure
and Non-Competition Agreement, do not, and the performance by the Employee of his obligations thereunder shall not, conflict with,
result in the breach of any provisions of or the termination of, or constitute a default under, any agreement, contract, or other
obligation to assign inventions or to keep information confidential, to which the Employee is a party or by which the Employee
was, is, or may be bound.


 


10. Termination. The
Employee’s employment hereunder may be terminated without breach of this Agreement as follows:


 


(a) Death;
Disability. The Employee’s employment hereunder shall terminate upon his death or, as permitted by law, Disability
(as hereinafter defined). Upon any such termination, the Employee (or, in the event of his death, his estate) (i) shall
receive any accrued or vested compensation, including salary and bonus(es), through the “Date of Termination”
(as hereinafter defined), and (ii) shall be reimbursed for unpaid and approved business expenses (in accordance with the Company’s
normal business expense reimbursement procedures) through such Date of Termination. The Employee (and in the event
of his death, his estate) shall not be entitled to any other amounts or benefits from the Company or otherwise, except payments
pursuant to any Company life insurance program/policy then in effect. For purposes of this Agreement, “Disability”
shall mean the inability of the Employee to perform his duties on account of a physical or mental illness for a period of sixty
(60) consecutive days or ninety (90) days in any six (6) month period, and the term “Disabled” shall have a
corresponding meaning. If, during the Term, the Employee’s employment is terminated by reason of the Employee
becoming Disabled, the Company shall pay to the Employee (or his estate as applicable) any accrued or vested compensation including
salary and bonus(es), through the Date of Termination and the Employee (or his estate as applicable) shall be reimbursed for unpaid
and approved business expenses (in accordance with the Company’s normal business expense reimbursement procedures) through
such Date of Termination. Notwithstanding anything contained herein to the contrary, during any period of Disability,
the Company shall not be obligated to pay any compensation or other amounts to the Employee except as expressly provided by the
Programs then in effect. 


 






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(b) Cause;
Resignation Without Good Reason. The Company may terminate the Employee’s employment hereunder for Cause
(as hereinafter defined) or the Employee may resign from his position with the Company without Good Reason (as hereinafter defined). For
purposes of this Agreement, the Company shall have “Cause” to terminate the Employee’s employment hereunder:
(i) upon the Employee’s indictment or conviction for the commission of an act or acts constituting a felony under the laws
of the United States or any State thereof, (ii) upon the Employee’s commission of fraud, embezzlement or gross negligence,
(iii) upon the Employee’s willful or continued failure to perform an act permitted by the Company’s rules, policies
or procedures, including without limitation, the Company’s  Code of Business Conduct and Ethics that is within
his material duties hereunder (other than by reason of physical or mental illness or disability) or directives of the Board, or
material breach of the terms hereof or of the Non-Disclosure and Non-Competition Agreement annexed hereof, in each case, after
written notice has been delivered to the Employee by the Company, which notice specifically identifies the manner in which the
Employee has not substantially performed his duties or has committed a breach, and the Employee’s failure to substantially
perform his duties or breach is not cured within fifteen (15) business days after such notice has been given to the Employee;
(iv) upon any misrepresentation by the Employee of a material fact to or concealment by the Employee of a material fact from the
Board, the Chairman, the Chief Executive Officer and/or general counsel; or (v) upon any material violation of the
Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and
Ethics. For purposes of this Section 10(b), no act or failure to act on the Employee’s part shall be deemed “willful”
unless done or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s act,
or failure to act, was in the best interest of the Company.


 


If
the Company terminates the Employee’s employment for Cause, or if the Employee shall resign from the Company without Good
Reason, the Employee shall not be entitled to any severance payments, any unvested stock options, or other unvested equity incentive
awards shall terminate, and the Employee shall relinquish any and all rights to any amounts payable and to any benefits otherwise
provided for herein, provided that the Employee shall (A) be entitled to receive accrued or vested compensation, including salary
and Guaranteed Bonus (to be paid when paid to other officers of the Company), through the Date of Termination, and (B) have the
right to be reimbursed for unpaid and approved business expenses (in accordance with the Company’s normal business expense
reimbursement procedures) through such Date of Termination.


 


If
the Employee resigns from the Company without Good Reason, or if the Employee does not intend to seek renewal of the Term, the
Employee shall provide written notice to the Company at least ninety (90) days prior to the actual Date of Termination of the
Employee’s employment, which ninety day notice period may be waived by the Company in its sole discretion.


 


(c) Termination
Without Cause; Resignation for Good Reason. The Employee’s employment hereunder may also be terminated by the Company
at any time for any reason without Cause or by the Employee for Good Reason.


 






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For
purposes of this Agreement, the Employee shall have “Good Reason” to terminate his employment hereunder upon
(i) the Company’s failure to perform its material duties hereunder, which failure has not been cured by the Company within
fifteen (15) days of its receipt of written notice thereof from the Employee; (ii) a reduction by the Company (without the consent
of the Employee, which consent may be revoked at any time) in the Employee’s Base Salary, or substantial reduction in the
other benefits provided to the Employee; (iii) the assignment to the Employee of duties inconsistent with the Employee’s
status as a senior executive officer of the Company, or the designation by the Company of the Employee to any position or capacity
other than (A) Chief Financial Officer of the Company, (B) Chief Financial Officer of one of the Company’s principal divisions
(as described in the Company’s periodic filings made with the Securities and Exchange Commission), or (C) Chief Operating
Officer of the Company; (iv) the relocation of the Employee’s principle place of employment to a location more than thirty-five
(35) miles from its current Newark, New Jersey location or outside of the New York City metropolitan areas; (v) the assignment
of duties inconsistent with the Company’s rules, policies or procedures, including without limitation, the Company’s
Code of Business Conduct and Ethics; (vi) any purported termination of the Employee’s employment not in accordance with
the terms hereof; or (vii) any Change in Control of the Company. For purposes of this Agreement, a “Change
in Control” shall mean and shall be deemed to have occurred if (A) any person or group (within the meaning of Rule
13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), other than Howard Jonas,
members of his immediate family, his affiliates, trusts or private foundations established by or on his behalf, and the heirs,
executors or administrators of Howard Jonas, shall acquire in one or a series of transactions, whether through sale of stock or
merger, voting securities representing more than 50% of the voting power of all outstanding voting securities of the Company or
any successor entity of the Company, or (B) the stockholders of the Company shall approve a complete liquidation or dissolution
of the Company. The Employee’s right to terminate the Employee’s employment for Good Reason shall not be affected
by the Employee’s incapacity due to physical or mental illness. The Employee’s continued employment shall
not constitute consent to, or a waiver of rights, with respect to any act or failure to act constituting Good Reason hereunder. Notwithstanding
the foregoing, a termination shall not be treated as a resignation for Good Reason if the Employee shall have consented in writing
to the occurrence of the event giving rise to the claim of resignation for Good Reason.


 


If
the Employee gives notice of his intent to terminate his employment with Good Reason, the Employee shall first provide written
notice to the Company, which notice specifically identifies the event or circumstances giving rise to the Good Reason for which
the Employee is terminating his employment, within ninety (90) days of when such event or circumstance giving rise to the Good
Reason becomes effective or transpires. The notice of Good Reason must give the Company the opportunity to cure and
if the Company fails to cure within thirty (30) business days of its receipt of the notice, the Employee’s resignation for
Good Reason shall be deemed effective.


 






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If
the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason,
(1) the terminating Party shall provide the other Party with at least sixty (60) days’ notice (which time period may be
shortened by mutual agreement of the parties) of its intent to terminate this Agreement, if by the Company without Cause or if
by the Employee for Good Reason; (2) ) the Company shall have the sole right to determine whether or not the Employee shall actively
work for the Company during the notice period; (3) the Company shall pay to the Employee all accrued or vested compensation, including
salary, Guaranteed Bonus and Discretionary Bonus (with bonuses to be paid when paid to other officers of the Company) through
the Date of Termination, (4) the Company shall reimburse the Employee for unpaid and approved business expenses through such Date
of Termination (in accordance with the Company’s normal business expense reimbursement procedures), (5) all awards theretofore
granted to the Employee under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse)
on their then existing schedule notwithstanding the termination of employment, and (6) the Company shall pay to the Employee a
severance payment equal to the greater of (i) the amount he would be entitled to under Company policy in effect at the time of
termination, and (ii) his Base Salary plus the greater of (A) his Guaranteed Bonus plus Discretionary Bonus and the actual bonus
paid to him in the year preceding termination, for the remainder of the Term, but in no event less than the Minimum Severance
Period (the “Severance Payment”). As a condition to receiving the Severance Payment, the Employee will be required
to execute and deliver the Company’s standard release agreement (the “Release Agreement”) within 45 days
of the Date of Termination. Subject to Section 20 hereof, the Severance Payment will be paid over the period of time covered thereby
following the effective date of the Release Agreement on the Company’s regularly scheduled payroll payment dates, and in
accordance with the terms of the Release Agreement. As used in this Agreement, the term “Minimum Severance Period”
shall mean a number of months equal to twelve (12) plus one (1) month for each full year of employment of the Employee with the
Company or its affiliates subsequent to January 1, 2015.


 


(d) Severance
upon expiration of the Term. Upon expiration of the Term, and in the event that, subject to the Company making a Renewal Election
under Section 7(d)(ii) hereof, the Company does not offer to extend the Term on terms that, had such term been implemented by
the Company during the Term, would not have given the Employee the right to terminate his employment for Good Reason under clauses
(ii), (iii) or (iv) of the definition thereof (and which terms comply with Section 7(f) hereof), and the Company and the Employee
do not agree on terms and conditions for continued employment, the Employee shall also be entitled to receive (1) all accrued
or vested compensation, including salary, commission, Guaranteed Bonus and Discretionary Bonus (with bonuses to be paid when paid
to other officers of the Company) through the Date of Termination, (2) unpaid and approved business expenses through such Date
of Termination (in accordance with the Company’s normal business expense reimbursement procedure), and (3) a severance payment
equal to the greater of (A) the amount he would be entitled to under Company policy in effect at that time, and (B) his Base Salary
plus Guaranteed Bonus plus Discretionary Bonus (at the rates in effect on the Date of Termination) for the Minimum Severance Period
(as the same may be adjusted pursuant to Section 7(f)(ii) hereof), subject to his execution and delivery of the Release Agreement
within 30 days of the Date of Termination. Subject to Section 20 hereof, the severance payment will be paid over the period of
time covered thereby following the effective date of the Release Agreement on the Company’s regularly scheduled payroll
payment dates, and in accordance with the terms of the Release Agreement. Further, upon such non-extension of the Term by the
Company, all awards theretofore granted to the Employee under the Company’s incentive plans shall continue to vest (and
the restrictions thereon lapse) on their then existing schedule notwithstanding the termination of employment.


 






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(e) Notice
of Termination. Any termination of the Employee’s employment by the Company (other than termination upon the death of
the Employee) or by the Employee shall be communicated by written Notice of Termination by such party to the other in accordance
with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice
that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision
so indicated (as applicable).


 


(f) Date
of Termination. “Date of Termination” shall mean (i) if the Employee’s employment is terminated by
his death, the date of his death, (ii) the date of expiration of the Term if either party elects not to renew the Term for an
additional year or (iii) if the Employee’s employment is terminated pursuant to any of the other terms set forth above,
the date specified in the Notice of Termination.


 


11. Notices. For
the purposes of this Agreement, notices, demands 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 (unless otherwise specified) mailed by United States certified or
registered mail, return receipt requested, postage prepaid, or by an overnight courier (signature required), sent by facsimile
(with evidence of successful transmission) or by electronic mail (return receipt requested) in each case addressed as follows:


 


If
to the Company:


 


Genie
Energy Ltd.


520
Broad Street


Newark,
New Jersey 07102


Attn: Chief
Executive Officer


 


with
a copy to:


 


Genie
Energy Ltd.


520
Broad Street


Newark,
New Jersey 07102


Attn: General
Counsel


 


If
to the Employee:


 


Avi
Goldin


499
Emerson Avenue


Teaneck,
NJ 07666


 


or
to such other address, facsimile number or email address as either party may have furnished to the other in accordance herewith,
except that notices of change of address shall be effective only upon receipt.


 






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12. Miscellaneous. No
provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Employee and such officer of the Company as may be specifically designated by the Board. No waiver
by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party, which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey
without regard to its conflicts of law principles. By executing this Agreement, the Employee consents to the personal
jurisdiction of all state and federal courts and arbitration forums located in the State of New Jersey. This Agreement
shall be binding upon and inure to the benefit of the Company, and its successors and assigns, and upon the Employee. The
obligations of the Employee shall not be assignable or otherwise transferable.


 


13. Validity. The
invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


14. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.


 


15. Entire
Agreement.  Other than the Company’s Non-Disclosure and Non-Competition Agreement referenced above, this
Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes
any and all other prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any party hereof; and any prior agreement, including but not limited
to the Amended Agreement, of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled.


 


16. Arbitration. Except
as set forth in Sections 8 and Section 18, the Employee and the Company agree that any claim, controversy or dispute between the
Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or
relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating
to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association
(“AAA”) located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution
of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information
presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement
must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of
this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing
briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties,
and any court, state or federal, having jurisdiction may enter a judgment on the award. The foregoing requirement to
arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation
any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination
in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color,
national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in
employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for
equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other
federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s
employment or the termination of the Employee’s employment. The parties hereby confirm their understanding that by signing
this Agreement they are waiving any right to a trial by jury, and are forfeiting any right to bring claims related to the Employee’s
employment at the Company in a court of law (except as set forth in Sections 8 and Section 18), regardless of whether such claims
would be based on federal, state or local law or regulations.


 






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17. Choice
of Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of New Jersey
without regard to conflicts of law principles.


 


18. Remedies
of the Company. Notwithstanding the arbitration provisions of Section 16, upon any termination for Cause that may
cause irreparable harm to the Company or upon the violation of the Company’s Non-Disclosure and Non-Competition Agreement,
the Company shall be entitled, if it so elects, to institute and prosecute proceedings to obtain injunctive relief and damages,
costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, with respect to such termination.


 


19. Representations. The
Employee has been advised to obtain independent counsel to evaluate the terms, conditions, and covenants set forth herein and
he has been afforded ample opportunity to obtain such independent advice and evaluation. The Employee warrants to the
Company that he has relied upon such independent counsel and not upon any representation (legal or otherwise), statement, or advice
said or offered by the Company or the Company’s counsel in connection herewith.


 


20.
Compliance with Section 409A. All provisions of this Agreement shall be construed and interpreted in a manner consistent
with the requirements for avoiding taxes or penalties under the Internal Revenue Code of 1986 (“Code”) Section
409A (“Section 409A”). By way of example, and not limitation, it is the intent of the parties that the Severance
Payment, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treas.
Reg. §1.409A-2(b), and is intended to be either: (i) exempt from Section 409A, including, but not limited to, by compliance
with the short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4) and the involuntary separation pay exception
within the meaning of Treas. Reg. § 1.409A-1(b)(9)(iii), or (ii) in compliance with Section 409A, including, but not limited
to, being paid pursuant to a fixed schedule or specified date pursuant to Treas. Reg. §1.409A-3(a) and the provisions of
this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, if any payment would
be subject to additional taxes and interest under Section 409A because the timing of such payment is not delayed as provided in
Code Section 409A(a)(2)(B)(i), and Employee constitutes a “specified employee” within the meaning of Code Section
409A(a)(2)(B)(i), then any such payments that Employee would otherwise be entitled to during the first six months following Employee’s
“separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) shall be accumulated and paid on the
date that is six months after Employee’s separation from service (or if such payment date does not fall on a business day
of the Company, the next following business day of the Company), or such earlier date upon which such amount can be paid under
Section 409A without being subject to such additional taxes and interest. In no event shall the Company be liable to Employee
for any tax, penalty, or interest levied on Employee as a result of the application of Code Section 409A to any payments or benefits
provided to Employee by the Company.


 






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IN
WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement as of the date and year first written
above.


 





	 	GENIE
    ENERGY LTD.
	 	 	 
	 	By:	/s/
    Michael Stein
	 	 	Michael Stein
	 	 	Chief Executive
    Officer
	 	 	 
	 	EMPLOYEE:
	 	 	 
	 	/s/
    Avi Goldin
	 	Avi
    Goldin




 


 


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