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Exhibit 10.3
April
,
2007
[Employee]
400 N Sam Houston Parkway East
Suite 205
Houston, Texas 77067
Dear [Employee]:
Reference is hereby made to [that
certain/those certain option agreement(s) dated
] between Far East Energy Corporation (the “Company”)
and you (the “Option Agreement”). Any terms used but
not herein defined shall have the meaning ascribed to them in the
Company’s 2005 Stock Incentive Plan (the
“Plan”).
This letter agreement confirms our
understanding that effective as of the date hereof, notwithstanding
any terms and conditions of the Option Agreement, the Plan or any
other agreement to the contrary:
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1.
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If your
employment with the Company and its subsidiaries is terminated by
the Company without Cause (as defined below) upon or within 24
months following the occurrence of a Change of Control, then all
options granted to you shall be immediately and fully vested and
exercisable as of the date of termination and all restrictions on
restricted stock awarded to you shall be removed and all rights to
such stock shall be vested as of the date of termination. For the
purposes of this letter agreement, “Cause” shall mean
(i) your gross and willful misappropriation or theft of the
Company’s or any of its subsidiary’s funds or property;
(ii) your conviction of, or plea of guilty or nolo contendere
to, any felony or crime involving dishonesty or moral turpitude; or
(iii) your complete and total abandonment of employment duties
at the Company for a period of thirty consecutive days (other than
for reason of Disability).
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2.
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With respect to any Option
Agreement granted under the terms of the Plan, in the event of a
Reorganization in which the Company is not the surviving or
acquiring company, or in which the Company is or becomes a
wholly-owned subsidiary of another company or entity after the
effective date of the Reorganization, then (i) if there is no
plan or agreement respecting the Reorganization
(“Reorganization
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