ex10_1.htm


    
      

    

    Exhibit
10.1

     

    
      EMPLOYMENT
AGREEMENT

    

    
      VICE
PRESIDENT AND

    

    
      CHIEF
GEOPHYSICIST

    

    
       

    

    
       

    

    
      THIS
AGREEMENT is made and entered into this 1st
day of November, 2007 by and between SCS CORPORATION, a Delaware corporation
(the "Company"), and James R. Spear ("Executive").

    

    
       

    

    
      WITNESSETH:

    

    
       

    

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

    

    
       

    

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

    

    
       

    

    
      
        	 	
                1.

              	
                Effective
      Date. This Agreement shall be effective as of the 1st
      day of November, 2007 which date shall be referred to herein as the
      "Effective Date".

              


      

    

    
       

    

    
      2.     Position
and Duties.

    

    
       

    

    
      
        	 	
                (a)

              	
                Heretofore,
      Executive has worked extensively as a geoscientist with heavy emphasis on
      geophysics whereby the Executive has been at least partly responsible and
      part of exploration teams as well as development teams and has been a part
      of drilling programs that involved over 500 successful oil wells both
      onshore and offshore, both domestically and internationally, and whereas
      the company is looking to upgrade its in-house oil and gas exploration
      team. Henceforth, the Company, as provided for in the Company's by-laws
      with regard to appointment of officers by Hyperdynamics' and SCS
      Corporation's Chief Executive Officer (CEO), hereby employs Executive as
      its Vice President and Chief Geophysicist, pursuant to the terms of this
      Agreement commencing as of the Effective Date for the "Term of Employment"
      (as herein defined below). In this capacity, Executive shall devote his
      best efforts and full business time and attention to the performance of
      the services as determined by the Board of Directors and Chief Executive
      Officer of Hyperdynamics Corporation and shall report directly to the
      Company's CEO and also provide copies of reports to Hyperdynamics' Chief
      Executive Officer, should that person be
  different.

              


      

    

    
       

    

    
      (b)   The
duties of the Executive shall be as follows:

    

    
      
        	 	
                1.

              	
                Complete
      compliance of all work required to meet and exceed the technical
      requirements of the 2006 PSC between SCS Corporation and the Republic of
      Guinea.

              


      

    

     

    
      
        
           


        

        
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                2.

              	
                Assist
      in the business plan as it relates to implementation of all exploration
      work.

              


      

    

    
      
        	 	
                3.

              	
                Interface
      with Hyperdynamic's investor relations and public relations to insure
      regular technical updates regarding the progress of the Company's
      technical work towards the goal of drilling and making an oil or gas
      discovery offshore Guinea.

              


      

    

    
      
        	 	
                4.

              	
                Assistance
      with the budget for SCS Corporation (SCS) and SCS Corporation Guinee SARL
      (SCSG) and submitting the budget for approval by Hyperdynamics Board of
      Directors.

              


      

    

    
      
        	 	
                5.

              	
                Detailed
      monitoring and management of all exploration work programs associated with
      2006 PSC.

              


      

    

    
      
        	 	
                6.

              	
                Work
      within the internal controls as established by the company to be compliant
      with internal control policies and insider trading
    policies.

              


      

    

    
      
        	 	
                7.

              	
                In
      addition to these services, Executive shall provide services customarily
      incident to such offices and position and to such other services of a
      senior executive nature as may be reasonably assigned by the Chief
      Executive Officer of the parent company or requested by the Board of
      Directors (the "Board") of Hyperdynamics which may include services for
      one or more subsidiaries or affiliates of the
  Company.

              


      

    

    
       

    

    
      Executive
shall, in his capacity as an employee and officer of the Company, be responsible
to and obey the reasonable and lawful directives of Hyperdynamics' Chief
Executive Officer and the Board of Directors of Hyperdynamics Corporation and
SCS Corporation as well as abide by all the laws of the Republic of Guinea.
Executive is a key person with respect to every aspect of protecting and
enhancing the Company's rights under its 2006 Production Sharing Contract
between SCS Corporation and the Republic of Guinea that was signed on September
22, 2006. As a primary condition of employment, Executive understands and agrees
that he has a fiduciary responsibility and primary responsibility to protect and
maximize the value of the Company's rights to its oil and gas concession
offshore Guinea and furthermore as stipulated in the non-compete section below,
Executive agrees to uphold, support, and maximize the Company's rights to the
offshore concession for a minimum of five years after any termination of
Executive's employment by the Company.

    

    
       

    

    
      
        	 	
                3.

              	
                Full
      time employment.

              


      

    

    
      Executive
shall devote his full time (as defined below) and attention to such duties
involved in the protection and maximization of the value of the Company's
offshore oil and gas concession. Executive shall use his best efforts during the
Term of Employment to protect, encourage, and promote the interests of the
Company altogether in general and to build a ever growing positive public
opinion regarding the Company in the country of Guinea. Full time with respect
to this agreement is understood to be the time necessary for the Executive to
work to reasonably meet the objectives and implement the strategies of the
Company. The Executive's hours of specific work for the company are not limited
to any specific range of time during a work day but can be accomplished around
the clock and on weekends and/or holidays if deemed necessary by Hyperdynamics'
Chief Executive Officer or the Executive himself, and certain responsibilities
of Executive's responsibilities, as approved by Hyperdynamics' CEO may be done
at any physical location, including in or offshore the Republic of Guinea. As a
primary responsibility, Executive shall periodically and formally report to and
stay in constant communication with Hyperdynamics' CEO, always being a phone
call away unless prior approval of the Chief Executive Officer has been received
for Executive to travel out of cell phone coverage area.

    

     

    
      
        
           


        

        
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                4.

              	
                Compensation.

              


      

    

    
       

    

    
      (a) Base
Salary. The Company shall pay to Executive during the Term of Employment a Base
salary at the rate of One Hundred Eighty Five Thousand dollars ($ 185,000.00)
per year.   Such salary shall be payable Bi-Weekly, Semi-monthly,
or monthly in accordance with the Company's normal payroll
procedures.

    

    
       

    

    
      (b) Bonuses.

    

    
       

    

    
      Bonus
1:

    

    
      $75,000

    

    
      Due upon the
completion of the minimum work required in the 1st
exploration
period of the 2006 PSC. Acquire seismic, process it, and interpret
it.   This may be paid at the option of the company with S8
registered
free trading stock.

      Bonus
2:

    

    
      $75,000

    

    
      Due
upon the signing of a drilling contract by Hyperdynamics or any of its
oil
company partners. This may be paid at the option of the company with
S8
registered free trading stock.

      Bonus
3:

    

    
      $75,000

    

    
      Due
upon completion of any farmouts. This may be paid at the option of the
company with S8 registered free trading stock.

      Bonus
4:

    

    
      $75,000
for each drilling operation that turns the bit to the right offshore
Guinea.
This may be paid at the option of the company with S8 registered free
trading stock.

    

    
       

    

    
      (c)  Employee
Stock Options. The Compensation committee has informed the CEO that an option
package has been approved for Executive. Upon execution of this Agreement
between Executive and the Company, the board of directors will document the
consent to grant the options approved by the compensation committee. Such Stock
Options to be granted will be:

    

     

    
      
        
           


        

        
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      Fifty
thousand (50,000) 3-year S8 options with strike price equal to the closing price
on the first day of employment a reported by the American Stock Exchange.
Vesting is immediate for these initial options.

    

    
       

    

    
      Thirty
thousand (30,000) 3-year S8 options with strike price equal to the closing price
on the last day of each quarter of employment. Should this contract run through
initial expiration, Executive will obtain 360,000 options in total. Vesting for
each set of quarterly options will occur at the end of each quarter the
Executive remains employed as defined herein.

    

    
       

    

    
      Benefits
During the Term of Employment:

    

    
       

    

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

    

    
       

    

    
      (b)  Executive
shall be allowed two (2) weeks of vacation with pay on the same basis as other
executive employees of the Company. Executive shall devote his full time and
attention to such duties, except for sick leave, and excused leaves of absences
otherwise.

    

    
       

    

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

    

    
       

    

    
      6.    Term;
Termination of Employment. As used herein, the phrase "Term of Employment" shall
mean the period commencing on the Effective Date and ending on the same date
three (3) years later; provided, however, that as of the expiration date of each
of (i) the initial Term of Employment and (ii) if applicable, any Renewal Period
(as defined below), the Term of Employment shall automatically be extended for a
one (1) year period (each a "Renewal Period") unless either the Company or
Executive provides Two (2) months' notice to the contrary. Notwithstanding the
foregoing, the Term of Employment shall expire on the first to occur of the
following:

    

    
       

    

    
      (a)  Termination
by the Company. Notwithstanding anything to the contrary in this Agreement,
whether express or implied, the Company may, at any time, terminate Executive's
employment for any reason by giving Executive at least 30 days' prior written
notice of the effective date of termination.

    

     

    
      
        
           


        

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

    

    
       

    

    
      (c)  Agreement
for Non-Compete upon Executive's Termination. Due to the sensitive technical
nature of the work of the Executive, if this agreement is terminated, it is
agreed that for a period of five (5) years that Executive will not take any
other position of contract or employment for services from or with any other
company in or with regard to the Republic of Guinea's oil and gas industry,
including all exploration, development and other areas of petroleum operations
as defined by the 2006 Production Sharing Contract Between SCS Corporation and
the Republic of Guinea, signed on September 22, 2006.Any breach of this
non-compete agreement would be a cause for damages due to the
company.

    

    
       

    

    
      (c)  Salary,
Benefits, Pay Upon Termination. In the event of termination of employment,
Executive shall receive all regular Base Salary due up to the date of
termination. The Company shall have no further obligation hereunder from and
after the effective date of termination and the Company shall have all other
rights and remedies available under this Agreement or any other agreement and at
law or in equity.

    

    
       

    

    
      7.    Confidential
Information and Non-Competition. During the Term of Employment and at all times
thereafter, Executive shall not, except as may be required to perform his duties
hereunder or as required by applicable law, disclose to others or use, whether
directly or indirectly, any Confidential Information regarding the Company.
"Confidential Information" shall mean information about the Company, its
subsidiaries and affiliates, and their respective clients and customers that is
not available to the general public. During Executive's employment tenure,
Executive shall work exclusively for Company full time and non-competitive basis
with 100% of Executive's efforts focused on upholding the interests of the
Company.

    

    
       

    

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

    

    
       

    

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

    

     

    
      
        
           


        

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

    
      (i)  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument. Signatures may be faxed if the parties are not in the same location
at signing.

    

     

    
      
        
           


        

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

    

    
       

    

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

    

    
       

    

    
      	
              EXECUTIVE

            	 
      	
              COMPANY

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              BY:  /s/
      James R. Spear

            	 
      	
              BY:  /s/
      Kent P. Watts

            
	
              JAMES
      R. SPEAR

            	 
      	
              KENT
      P. WATTS

            


    

    
      	
              TITLE:

            	 
      	
              TITLE:

            
	
              VICE
      PRESIDENT

            	 
      	
              CHIEF
      EXECUTIVE OFFICER

            
	
              CHIEF
      GEOPHYSICIST

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    
      	
              ADDRESS:

            	 
      	
              ADDRESS:

            
	
              14819
      Hoya Court

            	 
      	
              One
      Sugar Creek Center Boulevard

            
	
              Houston,
      TX 77070

            	 
      	
              Suite
      125

            
	 
      	 
      	
              Sugar
      Land, Texas 77478

            
	 
      	 
      	 
      
	
              1
      November 2007

            	 
      	 
      


    

    
       

       

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