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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the month of November, 1995
ISRAMCO, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of Incorporation)
800 Fifth Avenue, New York, New York 10021 Suite 21-D
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(Address of principal executive offices)
212-888-0200
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(Telephone number)
0-12500 13-3145265
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Commission File No. IRS Employer ID No.
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Item 5. Other Material Events.
The Company has entered into an Employment Agreement with Danny
Toledano in the form attached hereto as Exhibit A. Danny Toledano is
the President, Chief Operating Officer and Chief Financial Officer of
the Company.
Item 7. Exhibits.
Exhibit A - Employment Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Isramco, Inc.
(registrant)
November 13, 1995 By: /s/ Joseph Elmaleh
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(date) Joseph Elmaleh
Chairman of the Board
Chief Executive Officer
Chief Financial Officer
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EXHIBIT INDEX
Exhibit A - Employment Agreement
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AGREEMENT made as of the 16th day of October, 1995 between Isramco,
Inc., with offices at 800 Fifth Avenue, Suite 21-D, New York, New York 10021
(the "Company") and Danny Toledano, residing at 15 Hannah Senesh Street,
Herzlia 46446 Israel ("Employee").
WHEREAS, the Company desires to receive the benefits of Employee's
knowledge, experience and ability and to retain the services of Employee and
Employee desires to perform services for the Company hereinafter under the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, Employee and the Company hereby agree as follows:
1. Employment. The Company hereby engages Employee and Employee
hereby agrees to make himself available to render at the request of the
Company, certain services to the best of his ability in compliance with all
applicable laws, the Company's Articles of Incorporation and By-laws and under
the terms and conditions hereof. Services rendered by Employee hereunder may
be made via telephone and via correspondence. It is understood that the
services rendered shall be upon the request of the Company and shall be
rendered at such time, in such manner and at such places as shall be reasonably
convenient and consistent with Employee's other business and personal
commitments. During the term of this Agreement Employee shall hold the office
of President, Chief Operating Officer and Chief Financial Officer. The Company
expects that Employee will be available in the United States for a substantial
portion of his time.
2. Compensation. In consideration of Employee's promise to
perform the services for the Company as provided for in Section 1 hereof and as
an inducement to enter into this Agreement, the Company shall pay to Employee
an annual salary of One Hundred Forty-Four Thousand ($144,000) Dollars payable
in installments of Twelve Thousand ($12,000) Dollars per month. All monthly
payments shall be paid on or before the tenth (10th) day of each month with the
first payment due October 16, 1995.
3. Expenses. Employee shall be reimbursed for all reasonable
business expenses incurred by him during the Term (as hereinafter defined) in
the performance of his services hereunder in compliance with the existing
policies of the Company relating to reimbursement of such expenses. Employee
is required to submit sufficient documentation of expenditures.
4. Term. This Agreement shall be in full force and effect for
the period commencing October 16, 1995 and continuing up to and through October
15, 1996 (the "Term").
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5. Death and Disability. If Employee during the term of this
Agreement is unable to perform services by reason of illness or incapacity, the
compensation to Employee shall nevertheless continue at its present rate for
the duration of the Term. If Employee dies during the term of this Agreement,
the compensation payable pursuant to Section 2 hereof shall continue for the
balance of the Term of this Agreement.
6. Termination Payment. In the event Employee's relationship is
terminated by the Company, Employee shall be entitled to receive a severance
payment in one lump sum equal to the balance of the unpaid salary due to
Employee for the remaining term of this Agreement simultaneously with his
termination. Notwithstanding the foregoing, this Agreement may be terminated
at will by Employee upon thirty (30) days' prior written notice to the Company.
In such event, the termination payment provided for in Section 7 hereof shall
not be applicable and Employee shall only be entitled to one (1) additional
month of compensation after notice of termination.
7. Severability. With respect to any provision of this
Agreement finally determined by a court of competent jurisdiction to be
unenforceable, Employee and the Company hereby agree that such court shall have
jurisdiction to reform such provision so that it is enforceable to the maximum
extent permitted by law, and the parties agree to abide by such court's
determination. In the event that any provision of this Agreement cannot be
reformed, such provision shall be deemed to be severed from this Agreement, but
every other provision of this Agreement shall remain in full force and effect.
8. Binding Effect; Assignment. The terms and provisions of this
Agreement shall be binding on and inure to the benefit of Employee, the Company
and their respective heirs, executors, administrators, legal representatives,
successors and assigns.
9. No Modification. No agreement, modification, or waiver or
any provision of this Agreement, nor consent to any departure therefrom shall
be effective unless the same shall be in writing and signed by the parties
hereto.
10. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of New York.
11. Notices. All notices, consents, demands, requests, approvals
and other communications which are required or may be given hereunder shall be
in writing and be deemed to have been given, delivered or mailed, registered or
certified, first class postage prepaid and/or telefax as follows:
If to Employee:
Mr. Danny Toledano
15 Hannah Senesh Street
Herzlia 46446 Israel
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If to Company:
Isramco, Inc.
800 Fifth Avenue
Suite 21-D
New York, New York 10021
Attention: Dr. Joseph Elmaleh
Chairman of the Board
12. Captions. The Section headings of this Agreement are
included for convenience only and shall not constitute a part of this Agreement
in construing or interpreting any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this instrument as of the day and year first above written.
Isramco, Inc.
By: /s/ Joseph Elmaleh
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/s/ Danny Toledano
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Danny Toledano (Employee)
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