AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENTStock Option Agreement |
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FAR EAST ENERGY CORPORATION. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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E xh ibit 10.68
FAR EAST ENERGY CORPORATION
AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT
Far East Energy Corporation (the " Company ") and Donald Juckett (" Optionee ") hereby agree to amend and restate the stock option agreement previously entered into between the Company and Optionee on May 18, 2004, a copy of which is attached hereto (the " Original Option Agreement ").
General Information
FAR EAST ENERGY CORPORATION AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT
THIS AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT (this " Agreement ") is made and entered into as of 14 th day of January, 2009, by and between Far East Energy Corporation, a Nevada corporation (the " Company "), and Donald Juckett (" Optionee ").
WHEREAS, the Company and Optionee previously entered into a Stock Option Agreement (the " Original Option Agreement ") dated as of May 18, 2004 setting forth the grant of options to purchase 400,000 shares of common stock of the Company, par value $0.001 per share (the " Common Stock ");
WHEREAS, the Company and Optionee desire to extend expiration of the Exercise Period for the Options under the Original Option Agreement from May 18, 2009 to May 18, 2014; and
WHEREAS, by executing this Agreement, the Company and Optionee desire to amend, replace and supersede the Original Option Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, it is agreed as follows:
(a) Number of Option Shares and Option Price . The Company granted to Optionee a non-qualified stock option (the " Option "), to purchase up to 400,000 shares of the Company's Common Stock (the " Option Shares "), at an exercise price of $2.00 per share (" Option Price ").
(b) Exercise Period . The Option shall be exercisable, in whole or in part, subject to the vesting schedule and other terms set forth in this Agreement, until May 18, 2014 (the " Exercise Period ").
(c) Vesting Schedule . As of the date of this Agreement, the Option is fully (100%) vested.
2. Manner of Exercise and Terms of Payment . The Option may be exercised in whole or in part, subject to the limitations set forth in this Agreement, upon delivery to the Company of timely written notice of exercise, accompanied by full payment of the Option Price for the Option Shares with respect to which the Option is exercised. The Option Price may be paid by delivering a certified check or wire transfer of immediately available funds to the order of the Company. The person entitled to the shares so purchased shall be treated for all purposes as the holder of such shares as of the close of business on the date of exercise and certificates for the shares of stock so purchased shall be delivered to the person so entitled within a reasonable time, not exceeding thirty (30) days, after such exercise.
3. Rights as Stockholder . Optionee or a permitted transferee of the Option shall have no rights as a stockholder of the Company with respect to any shares of Common Stock subject to such Option prior to his or her exercise of the Option.
4. Adjustment of Purchase Price and Number of Shares . The number and kind of securities purchasable upon the exercise of this Option and the Option Price shall be subject to adjustment from time to time, as provided in Schedule A attached hereto.
5. Investment Representation . Optionee represents and warrants to the Company that Optionee is acquiring this Option and the Option Shares for Optionee's own account for the purpose of investment and not with a view toward resale or other distribution thereof in violation of the Securities Act of 1933, as amended (" 1933 Act "). Optionee acknowledges that the effect of the representations and warranties is that the economic risk of any investment in the Option and Option Shares must be borne by the Optionee for an
indefinite period of time. This representation and warranty shall be deemed to be a continuing representation and warranty and shall be in full force and effect upon such exercise of the Option granted hereby.
6. Exercisability . The Option shall be exercisable only by Optionee, subject to the terms herein, during his lifetime or by his assigns, heirs, executors or administrators, as the case may be. The Option granted hereunder and the Option Shares underlying the Option may only be assigned in compliance with Section 7 herein and applicable securities laws.
7. Non-Transferability . Optionee recognizes that the Option Shares received pursuant to this Agreement will be subject to various restrictions on sale and/or transfer, including but not limited to, the restrictions imposed by Rule 144 under the 1933 Act. Notwithstanding any rights that Optionee may possess under the 1933 Act and any applicable state securities laws, Optionee hereby agrees that he or she shall not be entitled, and the Company shall be under no obligation, to remove the resale restriction from this Option. Optionee additionally agrees that the Company is under no obligation to remove the resale restriction from any number of Option Shares exceeding ten percent (10%) of the average weekly trading volume in the Company's securities during the ninety (90) days preceding the intended sale.
(a) Termination of Other Agreements . This Agreement sets forth the entire understanding of the parties hereto with respect to the Option and Option Shares, and supercedes all prior arrangements or understandings among the parties regarding such matters.
(b) Notices . Any notices required hereunder shall be deemed to be given upon the earlier of the date when received at, or (i) the third business day after the date when sent by certified or registered mail, (ii) the next business day after the date sent by guaranteed overnight courier, or (iii) the date sent by telecopier or delivered by hand, in each case, to the addresses set forth below:
363 N. Sam Houston Parkway East Suite 380 Houston, |
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