Exhibit 10.71
FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This First
Amendment to Amended and Restated Employment Agreement (this "
Amendment ") is entered this 19 th day of December, 2008 (the " Effective
Date "), by and between Far East Energy Corporation, a Nevada
corporation (the " Company ") and Andrew Lai (the "
Employee ").
RECITALS
WHEREAS, the
Company and the Employee entered into that certain Amended and
Restated Employment Agreement dated effective October 1, 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 8(d) . The third
sentence in Section 8(d) of the Existing Agreement is hereby
amended and restated to read in its entirety as follows:
"Within three
months following Employee's termination of employment, Employee or
Employee's estate, heirs, executors, administrators, or personal or
legal representatives, as the case may be, shall be entitled to
exercise all options granted to him to the extent such options are
vested and exercisable at the time of such termination pursuant to
this Agreement or otherwise, subject to any earlier termination of
the option as provided by its terms, and all such options not
exercised within such three month period shall be forfeited.
"
ARTICLE III
Miscellaneous
Section
3.01. Ratifications . The terms and
provisions set forth in this Amendment shall modify and supersede
all inconsistent terms and provisions set forth in the Existing
Agreement. Except as expressly modified and superseded
by this Amendment, the Company and the Employee each hereby (a)
ratifies and confirms the Existing Agreement, (b) agrees that the
same shall continue in full force and effect, and (c)
agrees
