Exhibit 10.1


 





EXECUTION COPY




 


THIRD
AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of this 1st day of November,
2017, (the “Amendment Effective Date”), is by and between Genie Energy Ltd., a Delaware corporation (the “Company”),
and Howard S. Jonas (the “Executive”).


 


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


 


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


 


WHEREAS,
the Company and the Executive are parties to that certain Second Amended and Restated Employment Agreement, dated as of July 30,
2014 (the “Prior Agreement”); and


 


WHEREAS,
the parties desire to further amend and restate the Prior Agreement, with effect as of 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.       Executive’s
Prior Agreement. Effective on and continuing after the Amendment Effective Date, the Company hereby agrees to continue to
employ the Executive, and the Executive hereby agrees to continue to be employed by and perform services for the Company, on the
terms and conditions set forth herein.


 


For
all purposes related to the period beginning on and following the Amendment Effective Date, except as expressly provided herein,
the Prior Agreement shall be of no further force or effect and the terms hereof shall govern the employment relationship between
the Company and the Executive and the other matters covered hereby.


 


2.       Term.
This Agreement is for the period (the “Term”) commencing on the Amendment Effective Date hereof, and terminating on
December 31, 2020, or upon the Executive’s earlier death or other termination of employment pursuant to Section 7 hereof;
provided, however, that commencing on December 31, 2020 and each anniversary thereafter, the Term shall automatically be
extended for one additional year beyond its otherwise scheduled expiration unless, not later than ninety (90) days prior to any
such anniversary, either party hereto shall have notified the other party in writing that such extension shall not take effect.


 


3.       Position.
During the Term, the Executive shall serve as the Chairman of the Board of Directors of the Company.


 






     


     


    

 


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4.       Duties
and Reporting Relationship. During the Term, the Executive shall use his skills and render services to the best of his abilities
on behalf of the Company. The Executive shall dedicate as much time as is, in the judgment of the Board of Directors of the Company
(the “Board”), necessary or advisable for the performance his duties hereunder, it being acknowledged that the position
is not a full-time position. The Executive shall report directly to the Board. Notwithstanding the foregoing, the Company acknowledges
that the Executive will be serving as the Chairman of the Board of IDT Corporation, IDW Media Holdings, Inc., Rafael Holdings,
Inc. and Rafael Pharmaceuticals, Inc., as Vice Chairman of the Board of Zedge, Inc., as well as in certain other positions with
business and not-for-profit entities, and that, for so long as the Executive performs his duties hereunder, such service shall
not be deemed to be a breach of the terms hereof.


 


5.       Place
of Performance. The Executive shall perform his duties and conduct his business at the offices of the Company, currently located
in Newark, New Jersey, except for required travel on the Company’s business.


 


6.       Compensation
and Related Matters.


 


(a)       Equity
Purchase.


 


(i)       Under
the Prior Agreement, in respect of the period between the Amendment Effective Date and December 31, 2019 (the “Base Term”),
the Executive purchased from the Company an aggregate of three million, six hundred thousand (3,600,000) shares of the Company’s
Class B Common Stock, par value $0.01 per share (“Class B Common Stock”). Of the Purchased Shares, 1,200,000 remain
subject to restrictions on transfer and subject to repurchase by the Company (collectively, the “Restrictions”) as
set forth in the Purchase Agreement (as defined in the Prior Agreement), subject to the lapsing of such Restrictions as set forth
herein or in the Purchase Agreement. In addition to the other events set forth herein and therein, the Restrictions shall lapse,
on the Purchased Shares that are still subject to Restrictions, as to 600,000 Purchased Shares on each of December 31, 2017 and
2018.


 


(ii)       In
the event that there is a Change of Control, all Restrictions on all Purchased Shares shall lapse and the Purchased Shares shall
become fully vested immediately prior to such Change of Control. For purposes of this Agreement, a Change of Control shall be
defined as set forth in the Company’s 2011 Stock Option and Incentive Plan, as amended (the “Plan”).


 


(b)       Base
Salary; Bonus.


 


(i)       In
addition, during the Base Term, the Company shall pay the Executive a cash base salary of FIFTY THOUSAND DOLLARS ($50,000) per
annum during the Base Term, payable in accordance with the Company’s standard payroll practices, less applicable taxes and
customary withholdings.


 


(ii)      The
Executive shall be eligible to receive bonuses as determined by the Compensation Committee of the Board.


 


(iii)     Except
as otherwise agreed upon by the Parties hereto, for any period following the Base Term, the Company shall pay the Executive an
annual Base Salary of Two Hundred and Fifty Thousand United States Dollars ($250,000), in cash or equity interests or a combination
thereof, all as mutually agreed to by the Parties hereunder.


 






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(c)       Employee
Benefit Plans. During the Term, the Executive shall be entitled to participate in those incentive plans, programs, and arrangements
which are available to other senior executive officers of the Company (the “Benefits Plans”). The Executive shall
be provided benefits under the Benefit Plans substantially equivalent, in the aggregate, to the benefits provided to other senior
executive officers of the Company and on substantially similar terms and conditions.


 


(d)       Pension
and Welfare Benefits. During the Term, the Executive shall be eligible to participate in the pension and retirement plans
(the “Pension Plans”) provided to other senior executive officers of the Company, and participate fully in all health
benefits, insurance programs, life and disability insurance and other similar executive welfare benefit arrangements available
to other senior executive officers of the Company and shall be provided benefits under such plans and arrangements substantially
equivalent, in the aggregate, to the benefits provided to other senior executive officers of the Company and on substantially
similar terms and conditions.


 


(e)       Fringe
Benefits and Perquisites. During the Term, the Company shall provide to the Executive all of the fringe benefits and perquisites
that are provided to other senior executive officers of the Company, and the Executive shall be entitled to receive any other
fringe benefits or perquisites that become available to other senior executive officers of the Company subsequent to the date
hereof. The benefits described herein include, but are not limited to, an automobile leased for the Executive by the Company,
the make and model of which is consistent with that being used by the Executive on the execution date of this Agreement.


 


(f)       Business
Expenses. The Executive will be reimbursed for all ordinary and necessary business expenses incurred by him in connection
with his employment (including without limitation, expenses for travel and entertainment incurred in conducting or promoting business
for the Company) upon submission by the Executive of receipts and other documentation in accordance with the Company’s normal
reimbursement procedures.


 


7.       Termination.
The Executive’s employment hereunder may be terminated without breach of the Agreement only under the following circumstances:


 


(a)       Death;
Disability. The Executive’s employment hereunder shall terminate upon his death or, as permitted by law, “Disability”
(as hereafter defined). For purposes of this Agreement, “Disability” shall mean the inability of the Executive to
perform his duties on account of a physical or mental illness for a period of one hundred twenty (120) consecutive days or one
hundred and eighty (180) days in any ten (10) month period, and the term “Disabled” shall have a corresponding meaning.


 






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(b)       Cause.
The Company may terminate the Executive’s employment hereunder with or without “Cause.” For purposes of this
Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder (i) upon the Executive’s
conviction for the commission of an act or acts constituting a felony under the laws of the United States or any state thereof,
or (ii) upon the Executive’s willful and continued failure to substantially perform his duties hereunder (other than any
such failure resulting from the Executive’s incapacity due to physical or mental illness), after written notice has been
delivered to the Executive by the Company, which notice specifically identifies the manner in which the Executive has not substantially
performed his duties, and the Executive’s failure to substantially perform his duties is not cured within ten (10) business
days after notice of such failure has been given to the Executive. For purposes of this Section 7 (b), no act or failure to act
on the Executive’s part shall be deemed “willful” unless done or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.


 


(c)       Termination
by the Executive. As provided in this Section 7(c), the Executive may terminate his employment hereunder for “Good Reason.”
“Good Reason” shall mean the occurrence (without the Executive’s express written consent) of any one of the
following acts by the Company, or failure by the Company to act:


 


(i)       a
material breach of the Agreement by the Company;


 


(ii)      the
assignment to the Executive of any duties inconsistent with the Executive’s status as a senior executive officer of the
Company or a material adverse alteration in the nature or status of the Executive’s responsibilities; or


 


(iii)     any
purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying
the requirement of paragraph (d) below; for purposes of this Agreement, no such purported termination shall be effective.


 


(iv)      a
material reduction in Executive’s annual Base Salary;


 


(v)       a
material reduction in Executive’s positions, duties, responsibilities or reporting lines from those described in Section
4 hereof;


 


(vi)      relocation
of Executive’s principal place of employment to a location more than 50 miles outside of the Metropolitan New York area;
or


 


(vii)     a
“Change in Control,” as defined in the Plan,


 


(each
of the foregoing being a “Good Reason Event”). Executive may terminate employment for Good Reason if (A) Executive
has given written notice to the Company of the existence of the Good Reason Event no later than ninety (90) days after its initial
existence, (B) the Company has not remedied such Good Reason Event in all material respects within thirty (30) business days after
its receipt of such written notice, and (C) Executive terminated employment within one year following the initial existence of
such Good Reason Event.


 


The
Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s
incapacity due to physical or mental illness. The Executive’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 Termination for Good Reason if the Executive shall have consented in writing to the occurrence
of the event giving rise to the claim of Termination for Good Reason.


 






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(d)       Notice
of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than termination
by reason of the Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in
accordance with Section 12 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 claims to provide a basis for termination of the Executive’s employment under the provision so indicated.
Further, a Notice of Termination for Cause or Disability must include a copy of a resolution duly adopted by the affirmative vote
of not less than a majority of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Executive
and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that,
in the good faith opinion of the Board, the Executive was guilty of conduct set forth in the definition of Cause herein or satisfied
the criteria of a Disability, and specifying the particulars thereof.


 


(e)       Date
of Termination. “Date of Termination” shall mean if the Executive’s employment is terminated (i) by his
death, the date of his death, (ii) by reason of Disability, the date that the Executive is determined by the Board to be Disabled,
(iii) by resignation of the Executive, the date the Executive so notifies the Board, or (iv) pursuant to paragraph (c) or (d)
above, the date specified in the Notice of Termination; provided, however, that if within fifteen (15) business
days after any Notice of Termination is given, or if later, prior to the Date of Termination (as determined without regard to
this Section 7(e)), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute is finally resolved, either by mutual written agreement
of the parties or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect
to which the time for appeal, therefrom has expired and no appeal has been perfected); provided further that the Date of
Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.


 


(f)       Compensation
During Dispute. If a purported termination occurs during the Term of this Agreement, and such termination is disputed in accordance
with Section 7(e) hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving
rise to the dispute was given (including, but not limited to, Base Salary) and continue the Executive as a participant in all
compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute
was given, until the dispute is finally resolved. Amounts paid under this Section 7(f) are in addition to all other amounts due
under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.


 






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8.       Compensation
Upon Termination or During Disability.


 


(a)       Death;
Disability. In the event that Executive’s employment is terminated pursuant to Section 7(a) hereof, then as soon as
practicable thereafter, the Company shall pay the Executive or the Executive’s Beneficiary (as defined in Section 11(b)
hereof), as the case may be, (i) all unpaid amounts, if any, to which the Executive was entitled as of the Date of Termination
under Section 6 hereof and (ii) all unpaid amounts to which the Executive was then entitled under the Benefit Plans, the Pension
Plans and any other unpaid employee benefits, perquisites or other reimbursements (the amounts set forth in clauses (i) and (ii)
above being hereinafter referred to as the “Accrued Obligations”). In addition, in the event of the Executive’s
death, the Company shall pay Executive’s estate a lump sum payment equal to twelve (12) months of the cash portion of Executive’s
base salary (at the rate in effect on the date of his death) (the “Severance Benefit”). Any Restrictions shall lapse,
and any unvested equity grants in the Company or its subsidiaries granted to the Executive in connection with his service to the
Company (“Equity Grants”) shall vest upon a termination pursuant to Section 7(a).


 


(b)       Termination
for Cause; Voluntary Termination without Good Reason. If the Executive’s employment is terminated by the Company for
Cause or by the Executive other than for Good Reason, then the Company shall pay all Accrued Obligations to the Executive, and
the Company shall have no further obligations to the Executive under this Agreement. If the Executive’s employment is terminated
by the Executive other than for Good Reason, the Company’s repurchase right shall be exercisable by the Company as to all
Purchased Shares with respect to which the Restrictions have not lapsed as of the Date of Termination. If the Executive’s
employment is terminated by the Company for Cause, then the Restrictions shall lapse with respect to a Pro Rata Portion (as defined
below) of the Purchased Shares (in addition to any Purchased Shares with respect to which the Restrictions have already lapsed
at such Date of Termination) and the Company’s repurchase right with respect to all other Purchased Shares shall become
exercisable. As used herein, the term “Pro Rata Portion” shall mean a percentage of the Purchased Shares with respect
to which Restrictions are scheduled to lapse on December 31 of the calendar year in which the Date of Termination shall occur
that is represented by the portion of such calendar year that has elapsed as of the Date of Termination. By way of example, if
the Executive’s employment is terminated by the Company for Cause on June 30, 2018, Restrictions with respect to one half
of the six hundred thousand (600,000) Purchased Shares that were scheduled to lapse on December 31, 2018 shall lapse as of such
termination and the remainder of the Purchased Shares shall be subject to the Company’s repurchase right.


 


(c)       Termination
Without Cause; Termination for Good Reason. If the Company shall terminate the Executive’s employment, other than for
Cause, or the Executive shall terminate his employment for Good Reason, then;


 


(i)       the
Company shall pay to the Executive, within ten (10) days after the Date of Termination, the Accrued Obligations;


 


(ii)      all
Restrictions on all Purchased Shares shall lapse and all Equity Grants shall accelerate and vest as of the Date of Termination;
and


 


(iii)     the
Company shall pay the Executive the Severance Benefit within sixty (60) days of the Date of Termination.


 






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9.       Non-Disclosure.
(a)       The parties hereto agree, recognize and acknowledge that during the Term the Executive shall obtain knowledge of confidential
information regarding the business and affairs of the Company. It is therefore agreed that the Executive will respect and protect
the confidentiality of all confidential information pertaining to the Company, and will not disclose in any fashion such confidential
information to any person (other than a person who is a director of, or who is employed by, the Company or any subsidiary or who
is engaged to render services to the Company or any subsidiary), without the prior written consent of the Company, (i) unless
required in the course of the Executive’s employment hereunder, or (ii)unless such disclosure is pursuant to subsection
(b) below, or Executive has an independent right or obligation to make such disclosure pursuant to applicable local, state or
federal law. This Agreement does not limit Executive’s ability to communicate with the Securities Exchange Commission or
otherwise participate in any investigation or proceeding that may be conducted by the Securities Exchange Commission, including
providing documents or other information, without notice to the Company. This Agreement further does not limit Executive’s
ability to communicate with any other government agency or otherwise participate in any investigation or proceeding that may be
conducted by any government agency, including providing documents or other information, without notice to the Company, where such
limitation would be contrary to law.


 


(b)       Notice
of Immunity: Executive acknowledges that via this paragraph the Company is providing Executive with written notice that the Defend
Trade Secrets Act, 18 U.S.C. § 1833(b), provides immunity for the disclosure of a trade secret to report a suspected
violation of law and/or in an anti-retaliation lawsuit, in that (i) an individual shall not be held criminally or civilly liable
under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state,
or local government official, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting
or investigating a suspected violation of law, or where such disclosure is made via a complaint or other document filed in a lawsuit
or other proceeding, as long as such filing is made under seal, and (ii) an individual who files a lawsuit for retaliation by
an employer for reporting a suspected violation of law may disclose the relevant trade secret to the individual’s attorney
and may use such trade secret information in the applicable court proceeding, as long as any document containing such trade secret
is filed under seal, and as long as the individual does not disclose such trade secret, except pursuant to court order.


 


10.     Covenant
Not to Compete.


 


(a)       Executive
hereby agrees that for a period of one (1) year following the termination of this Agreement (other than a termination of the Executive’s
employment (i) by the Executive for Good Reason or (ii) by the Company other than for Cause) (the “Restricted Period”)
the Executive shall not, directly or indirectly, whether acting individually or through any person, firm, corporation, business
or any other entity:


 


(i)       engage
in, or have any interest in any person, firm, corporation, business or other entity (as an officer, director, employee, agent,
stockholder, or other security holder, creditor, consultant or otherwise) that engages in any business activity where a substantial
aspect of the business of the Company is conducted, or planned to be conducted, at any time during the Restricted Period, which
business activity is the same as, similar to or competitive with the Company as the same may be conducted from time to time;


 


(ii)      interfere
with any contractual relationship that may exist from time to time of the business of the Company, including, but not limited
to, any contractual relationship with any director, officer, employee, or sales agent, or supplier of the Company; or


 


(iii)     solicit,
induce or influence, or seek to induce or influence, any person who currently is, or from time to time may be, engaged or employed
by the Company (as an officer, director, employee, agent, or independent contractor) to terminate his or her employment or engagement
by the Company.


 






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(b)       Notwithstanding
anything to the contrary contained herein, Executive, directly or indirectly, may own publicly traded stock constituting not more
than five percent (5%) of the outstanding shares of such class of stock of any corporation covered by clause (a)(i) above if,
and as long as, Executive is not an officer, director, employee or agent of, or consultant or advisor to, or has any other relationship
or agreement with such corporation.


 


(c)       Executive
acknowledges that the non-competition provisions contained in this Agreement are reasonable and necessary, in view of the nature
of the Company and his knowledge thereof, in order to protect the legitimate interests of the Company.


 


11.     Successors;
Binding Agreement.


 


(a)       The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive,
to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from
the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for
Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall
be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined herein defined
and any successor to its business and/or assets as aforesaid that executes and delivers the agreement provided for in this Section
11 or that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.


 


(b)       This
Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforced by the Executive’s personal
or legal representatives, executors, administrators, successors, heirs, distributee, devisee, and legatees. If the Executive should
die while any amounts should still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other
designee or, if there be no such designee, to the Executive’s estate (any of which is referred to herein as a “Beneficiary”).


 






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12.       Notice.
For 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 paid, addressed as follows:


 


If
to the Company:



Genie Energy, Ltd.

520 Broad Street

Newark, New Jersey 07102

Attn: General Counsel


 


If
to the Executive, at the executive’s address in the Company’s human resources files.


 


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


 


13.       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 Executive and such other 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, 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 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.


 


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


 


15.       Remedies
of the Company.  Upon any termination for Cause that may cause irreparable harm to the Company or upon the violation
of the provisions of Section 9 or 10 hereof, 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.


 


16.       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.


 


17.       Entire
Agreement. This Agreement and the other agreements referred to herein set forth the entire agreement of the parties hereto
in respect of the subject matter contained herein and, other than non-disclosure, non-compete or similar agreements, supersede
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 hereto, and in prior agreements of the parties hereto
in respect to the subject matter contained herein is hereby terminated and canceled.


 






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18.     Special
Rules Regarding Section 409A of the Internal Revenue Code.


 


(a)       It
is intended that any and all benefits under this Agreement either (i) shall not constitute “nonqualified deferred compensation”
within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”), and therefore are exempt from Section
409A or (ii) are subject to a “substantial risk of forfeiture” and exempt from Section 409A under the “short−term
deferral rule” set forth in Treasury Regulation § 1.409A−1(b)(4). In any event, all provisions of this Agreement
shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section
409A.


 


(b)       Notwithstanding
anything herein to the contrary, if the Company determines that the Severance Benefit constitutes “nonqualified deferred
compensation” within the meaning of Section 409A, payment of such Severance Benefit shall not commence until the Executive
incurs a “separation from service” within the meaning of Treasury Regulation §1.409A−1(h) (“Separation
from Service”). If, at the time of Executive’s Separation from Service, the Executive is a “specified employee”
(under Section 409A), such Severance Benefit shall not be paid until after the earlier of (i) the expiration of the six−month
period measured from the date of Executive’s Separation from Service with the Company, or (ii) the date of the Executive’s
death (the “409A Suspension Period”).


 


(c)       The
determination of whether the Severance Benefit constitutes “nonqualified deferred compensation” within the meaning
of Section 409A shall be made by the Company in good faith. If the Company determines that such Severance Benefit is subject to
the 409A Suspension Period, and the Executive does not believe that such determination is reasonable, then the Company and the
Executive shall mutually select, at the Company’s expense, an independent outside counsel to render a legal opinion regarding
the applicability of the 409A Suspension Period. If the outside counsel described in the preceding sentence agrees with the Company’s
determination that any items due to the Executive under this agreement should be subject to the 409A Suspension Period, then such
payment shall be made at the end of the 409A Suspension Period as set forth in Section 17(b) hereof; provided however, if such
outside counsel determines that such payment shall not be subject to the 409A Suspension Period, then such payment shall be effected
within fourteen (14) days of the date of such counsel’s determination.


 




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IN
WITNESS WHEREOF, the Executive has executed this Third Amended and Restated Employment Agreement, and the Company has cause this
Third Amended and Restated Employment Agreement to be executed by its duly authorized representative, as of the date and year
first above written.


 


	 	EXECUTIVE
	 	 
	 	/s/
    Howard S. Jonas
	 	Howard
    S. Jonas
	 	 	 
	 	GENIE
    ENERGY, LTD.
	 	 
	 	By:	 /s/
    Avi Goldin
	 	 	Avi
    Goldin
	 	 	Chief
    Financial Officer


 


 


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