Exhibit 10.70
SECOND AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This Second
Amendment to Employment Agreement (this " Amendment ") is
entered this 31 st day of December, 2008 (the " Effective
Date "), by and between Far East Energy (Bermuda), Ltd., a
Bermuda company (the " Company ") and Phil Christian (the "
Employee ").
RECITALS
WHEREAS, the
Company and the Employee entered into that certain Employment
Agreement dated effective March 12, 2008 (as amended, the "
Existing Agreement ");
WHEREAS, the
Company and the Employee desire to amend the Existing Agreement on
the terms herein provided;
WHEREAS,
Section 457A of the Internal Revenue Code of 1986, as amended ("
Section 457A "), imposes certain limitations and
restrictions on the time at which certain types of compensation may
be payable;
WHEREAS, all
documents that may provide for the payment of compensation that may
be subject to Section 457A must be brought into compliance with the
requirements of Section 457A on or before December 31, 2008, or the
service provider to whom such compensation is payable will be
subjected to certain adverse tax consequences; and
WHEREAS, the
Company and the Employee have determined that it is advisable to
amend the Existing Agreement in accordance with Section 457A to
ensure that, to the extent subject to Section 457A, the Existing
Agreement complies therewith and to avoid the imposition of any
adverse tax consequences under Section 457A.
NOW, THEREFORE,
in consideration of the premises and mutual covenants and
agreements of the parties herein contained, the parties hereto
agree as follows:
ARTICLE I
Definitions
Section
1.01. Capitalized terms used in this Amendment that are not
defined herein shall have the meanings ascribed thereto by the
Existing Agreement.
ARTICLE II
Amendments
Section
2.01. Section 23. A new Section 23
is hereby added to the Existing Agreement to read as follows in its
entirety:
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Compliance
with Code Section 457A.
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Notwithstanding anything to the contrary in this
Agreement, the following provisions shall apply from and after
January 1, 2009:
(a) This
Agreement and the benefits provided hereunder are intended to
comply, to the extent applicable thereto, with Code Section 457A
and the Treasury Regulations and other guidance promulgated or
issued thereunder, and the provisions of this Agreement shall be
interpreted and construed consistent with this
intent. If the Employee or the Company believes, at any
time, that any such benefit or right does not so comply with Code
Section 457A, it shall promptly advise the other and shall
negotiate reasonably and in good faith to amend the terms of such
benefits and rights such that they comply with Code Section 457A
(with the most limited possible economic effect on the Employee and
on the Company).
(b) ‘Ineligible
Compensation’ means compensation relating to services
performed for the benefit or on behalf of the Company as determined
by the Parent, in its sole discretion regardless of whether the
cost of such compensation is actually borne by the Company.
To the extent the Employee performs such services for the Company,
as well as for the Parent, and any subsidiary or affiliate of the
Company, the determination of what portion of such compensation
shall be