Exhibit 10.69
FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT
This First
Amendment to Employment Agreement (this " Amendment ") is
entered this 19 th day of December, 2008 (the " Effective
Date "), by and between Far East Energy (Bermuda), Ltd., a
Bermuda exempted limited liability company (the " Company ")
and a wholly-owned subsidiary of Far East Energy Corporation, a
Nevada corporation, and Phil Christian (the " Employee
").
RECITALS
WHEREAS, the
Company and the Employee entered into that certain Employment
Agreement dated effective March 12, 2008 (the " Existing
Agreement "); and
WHEREAS, the
Company and the Employee desire to amend the Existing Agreement on
the terms herein provided.
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 3(c) . The fifth
sentence of Section 3(c) is hereby amended and restated in its
entirety to read as follows:
"The Company
intends that all such payments shall be made no later than December
31 st
of the calendar year beginning after
the calendar year in which the Employee's taxes are remitted to the
Internal Revenue Service; however, the timing of the actual payment
is dependent upon the Employee's prompt provision of all relevant
data and documentation that is reasonably necessary to compute the
final hypothetical tax; provided, however, that all payments shall
be completed within the time period required by Treas. Reg.
§1.409A-1(b)(8)(iii)."
Section
2.02. Section 8(f) . Section 8(f) is
hereby amended and restated in its entirety to read as
follows:
"(f) In order to receive the payments
set forth in this Section 8, Employee must first execute a
separation agreement and release of claims (other than the benefits
under this Section 8) in a form suitable to the Company; provided,
however, that Company shall provide the Employee with such form on
a timely basis so that the Employee is able to provide the Company
with the executed separation agreement and release of claims to
ensure that payments made pursuant to Section 8(a) hereto are made
within the 'short term deferral period' within the meaning of
Section 409A of the Code and the Treasury Regulations promulgated
thereunder."
ARTICLE III
Mis