MAGELLAN PETROLEUM
CORPORATION
NON-QUALIFIED STOCK
OPTION
PERFORMANCE AWARD
AGREEMENT
This Agreement , made as of
the grant date indicated in Section 3 below (the “Grant
Date”), and between Magellan Petroleum Corporation, a
Delaware corporation (the “Company”), and the
undersigned individual (the “Optionee”), pursuant to
the Magellan Petroleum Corporation 1998 Stock Option Plan, as
amended on October 24, 2007, as further amended and renamed
the “1998 Stock Incentive Plan” on December 11,
2008 (the “Plan”). Terms used but not defined herein
shall have the same meaning as in the Plan).
Whereas , the Optionee is the
President and Chief Executive Officer and a director of the Company
and the Company; and
Whereas , the Company, acting
through the Compensation Committee and the full Board of Directors
has approved the award of Nonqualified Stock Options
(“Options”) under the Plan to the Optionee (the
“Award”).
Now, Therefore , in
consideration of the terms and conditions of this Agreement and
pursuant to the Plan, the parties agree as follows:
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1.
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Grant of Options
. The Company hereby
awards to the Optionee the right and option to purchase from the
Company, at the exercise price set forth in Section 3 below,
all or any part of the aggregate number of shares of common stock,
par value $0.01 per share, of the Company, as such common shares
are presently constituted (the “Stock”), set forth in
said Section 3.
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2.
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Terms and Conditions
. It is understood and
agreed that the Options evidenced hereby shall at all times be
subject to the provisions of the Plan (which are incorporated
herein by reference) and the following terms and
conditions:
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(a)
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Expiration Date
. The Options evidenced
hereby shall expire on the date specified in Section 3 below,
or earlier as provided in Section 7 of the Plan.
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(b)
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Exercise of Option
. The Options evidenced
hereby shall be exercisable from time to time by (i) providing
written notice of exercise ten (10) days prior to the date of
exercise specifying the number of shares for which the Options are
being exercised, addressed to the Company at its principal place of
business, and (ii) either:
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(A)
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Cash Only Exercise
– submitting the
full cash purchase price of the exercised Stock; or
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(B)
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Cashless Exercise
– submitting
appropriate authorization for the sale of Stock in an amount
sufficient to provide the full purchase price in accordance with
Section 5(d) of the Plan, or
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(C)
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Combination – tendering a combination of
(i) and (ii) above.
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(c)
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Withholding Taxes
. Without regard to the
method of exercise and payment, the Optionee shall pay to the
Company, upon notice of the amount due, any withholding taxes
payable with respect to such exercise, which payment may be made
with shares of Stock which would otherwise be issued pursuant to
the Options.
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(d)
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Vesting . The shares covered by the Options
shall vest in full upon the attainment of either of the following
mutually acceptable performance goals:
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