ex10-15.htm


    
EXHIBIT 10.15

     

    CONSULTING AGREEMENT

    


    


    


    THIS CONSULTING AGREEMENT (the
"Agreement") is entered into as of January 1, 2008, by and between Ag
Derivatives, L.L.C., a California limited liability company ("Consultant") and
Cadiz Inc., a Delaware corporation ("Cadiz").

    


    WHEREAS, Consultant desires to provide
to Cadiz, and Cadiz desires to obtain from Consultant, consulting services
relating to the business operations of Cadiz; and

    


    WHEREAS, Consultant and Cadiz desire
that the consulting services to be provided in accordance with this Consulting
Agreement be provided on behalf of Consultant by Timothy J. Shaheen ("Shaheen"),
acting in his capacity as the sole member and manager of Consultant;
and

    


    WHEREAS, Shaheen is, in his personal
capacity, a member of the Board of Directors of Cadiz; and

    


    WHEREAS, any consulting services which
may be provided to Cadiz by Shaheen, acting on behalf of Consultant, shall be in
addition to, and not in lieu of, any services provided by Shaheen to Cadiz as a
member of the Board of Directors of Cadiz;

    


    NOW, THEREFORE, the parties agree as
follows:

    


    1.           TERM.  Cadiz
hereby engages Consultant to provide consulting services to Cadiz, and
Consultant accepts such engagement, commencing on January 1, 2008 (the
"Commencement Date").

    


    2.           DUTIES.  During
the Term, Consultant shall furnish to Cadiz the consulting services of
Shaheen.  Consultant shall cause Shaheen, on behalf of Consultant, to
render advisory and consulting services to Cadiz of the type customarily
performed by persons serving in similar limited consulting capacities,
consistent with the knowledge and experience possessed by
Shaheen.  The consulting services to be provided by Shaheen, on behalf
of Consultant, shall include advising Cadiz with respect to farming activities
on Cadiz' ranch property, providing advice and assistance to Cadiz management
regarding strategic alternatives for utilization of the ranch property, and
providing such other advice and assistance as the Board of Directors or the
Chief Executive Officer of Cadiz may reasonably request.

    


    3.           PERFORMANCE OF
DUTIES.  Consultant shall cause Shaheen to perform Consultant's
duties hereunder in a diligent and reasonable manner consistent with
professional standards in the field.  Consultant shall cause Shaheen
to devote such time to the performance of duties hereunder as is necessary to
complete such duties in a timely fashion.  Consultant's services shall
be non-exclusive, and nothing in this Agreement shall preclude Consultant or any
affiliate of Consultant from acting as a consultant to or employee of any other
business or entity, except that neither Consultant nor any affiliate of
Consultant may engage in any activity which materially detracts from the
performance of Consultant's duties hereunder.

    


    4.           FEE.  In
consideration of the services to be provided by Consultant pursuant to this
Agreement, Cadiz shall pay to Consultant a fee of $12,500 per
month.  Such fee shall be in addition to, and not in lieu of, any
compensation payable directly to Shaheen by Cadiz for Shaheen's service, in his
individual capacity, on the Board of Directors of Cadiz.

    


    5.           PAYMENT OF
TAXES.  In light of Consultant’s status as an independent
contractor to Cadiz, the parties acknowledge that no payroll or employment taxes
of any kind shall be withheld or paid by Cadiz with respect to payments to
Consultant during the Term, and that Cadiz shall make no additional benefits
available to Consultant.  Consultant acknowledges and agrees that
Consultant is obligated to report as income all compensation received by
Consultant pursuant to this Agreement and Consultant acknowledges the obligation
to pay all taxes thereon and that neither Consultant nor any affiliate of
Consultant will be eligible for any employee benefits.  Consultant
further agrees to indemnify Cadiz and hold it harmless to the extent of any
obligation imposed on Cadiz: (i) to pay withholding taxes or similar items; or
(ii) resulting from Consultant’s being determined not to be an independent
contractor.  As may be appropriate, Cadiz shall report the payments
made hereunder by (a) filing the appropriate 1099 forms and (b) making any other
reports required by law.

    


    6.           REIMBURSEMENT OF
EXPENSES.  Cadiz will reimburse Consultant during the Term for
any appropriately documented, reasonable and necessary travel and other business
expenses incurred by or on behalf of Consultant in the course of providing
services pursuant to this Agreement.  Consultant confirms and agrees
that Consultant will only seek reimbursement for reasonable and necessary
expenses consistent with Cadiz's expense reimbursement policies and
procedures.

    


    7.           INDEPENDENT
CONTRACTOR.  Cadiz and Consultant agree that the relationship
among the parties shall be that of independent contractor.  Cadiz and
Consultant acknowledge that during the term of this Agreement, neither
Consultant nor any affiliate of Consultant will be acting as an officer or
employee of Cadiz, although the parties acknowledge and agree that Shaheen shall
continue to serve as a director of Cadiz in his individual
capacity.  However, neither Consultant nor any affiliate of Consultant
shall, in the performance of Consultant's consulting duties hereunder, be
responsible for any management decisions on behalf of Cadiz, and may not commit
Cadiz to any action.  Consultant understands and acknowledges that
this Agreement shall not create or imply any agency relationship among the
parties, and neither Consultant nor any affiliate of Consultant will commit
Cadiz in any manner except when a commitment has been specifically authorized in
writing by Cadiz or, solely with respect to Shaheen, to the extent Shaheen is
acting in his authorized capacity as a member of the Cadiz Board of
Directors.

    


    8.           TERMINATION.  This
Agreement shall be subject to termination by either Party upon giving of thirty
(30) days' written notice to the other.  If the Agreement is
terminated, Consultant’s fee shall be prorated and paid through the effective
date of termination, and Cadiz shall have no obligation to make payments to, or
bestow benefits upon, Consultant after the date of termination (otherwise than
as required by law).

    


    9.           ADDITIONAL
ACKNOWLEDGMENTS.

    


    a.           Consultant
understands that the terms of this Agreement may be required to be disclosed in,
or filed as an exhibit to, Cadiz’ annual proxy statement or other reports filed
publicly with the U.S. Securities and Exchange Commission.

    


    b.           Consultant
acknowledges and agrees that Consultant has fully read and understands this
Agreement, has been advised to and has been given the opportunity to consult
with Consultant's attorney concerning this Agreement, has had any questions
regarding its effect or the meaning of its terms answered to Consultant's
satisfaction and, intending to be legally bound hereby, has freely and
voluntarily executed this Agreement.

    


    c.           Cadiz
and Consultant acknowledge and agree that Consultant is serving as a consultant
to Cadiz at the request of Cadiz and as such Consultant and any affiliate of
Consultant providing services to Cadiz hereunder on behalf of Consultant are to
be deemed an “Agent” of Cadiz for purposes of the indemnity provisions set forth
in Article VI of the Bylaws of Cadiz.  Accordingly, Consultant and any
such affiliate of Consultant shall be entitled to indemnification from Cadiz to
the full extent to which an Agent is entitled to indemnification pursuant to the
provisions of Article VI of the Bylaws of Cadiz.

    


    10.           GENERAL
PROVISIONS.

    


    a.           This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their successors and assigns.  However, neither party may assign
or delegate any rights or obligations hereunder without first obtaining the
written consent of the other party hereto.

    


    b.           This
Agreement is the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior oral and written agreements and
negotiations between the parties.

    


    c.           The
headings of the several paragraphs in this Agreement are inserted solely for the
convenience of the parties and are not a part of and are not intended to govern,
limit or aid in the construction of any term or provision hereof.

    


    d.           This
Agreement may not be modified except by a written instrument signed by all
parties hereto.

    


    e.           All
clauses and covenants contained in this Agreement are severable, and in the
event any of them shall be held to be invalid by any court, such clauses or
covenants shall be limited as permitted under applicable law, or, if the same
are not susceptible to such limitation, this Agreement shall be interpreted as
if such invalid clauses or covenants were not contained herein.

    


    f.           This
Agreement is made with reference to the laws of the State of California and
shall be governed by and construed in accordance therewith.  Any
litigation concerning or to enforce the provisions of this Agreement shall be
brought in the courts of the State of California.

    


    


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

     

    
    

     

    
      	Cadiz: 	Consultant 
	Cadiz
      Inc. 	Ag Derivatives,
      L.L.C. 
	By:                                                                        
       	By:                                                                        
       
	Keith
      Brackpool 	Timothy J.
      Shaheen 
	Chief Executive
      Officer 	Manager