SIXTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit
10.1
SIXTH
AMENDMENT TO
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This Sixth Amendment to Amended and
Restated Employment Agreement (this “Amendment”) is
entered this 7th day of
December, 2010 (the “Effective Date”), by
and between Far East Energy Corporation, a Nevada corporation (the “Company”), and
Xxxxxxx X. XxXxxxxxx (“Executive”).
RECITALS
WHEREAS, the Company and Executive
entered into that certain Amended and Restated Employment Agreement dated as of
December 23, 2004 (as further amended through the fifth amendment thereto, the
“Existing
Agreement”); and
WHEREAS, the Company and Executive
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 in the Existing Agreement.
ARTICLE
II
Amendments
Section
2.01. Section 1. Section 1
of the Existing Agreement is hereby amended and restated to read in its entirety
as follows:
“1. Term. The
term of employment under this Agreement shall commence and this Agreement shall
be effective as of December 23, 2004, and shall terminate on October 13, 2013,
unless sooner terminated in accordance with the terms hereof (the “Term”). In
addition, upon mutual agreement of the Company and Executive, this Agreement may
be extended on the same terms and conditions for such period as the parties may
agree.”
Section
2.02. Section
3. Section 3 of the Existing Agreement is hereby amended and
restated to read in its entirety as follows:
“3. Compensation;
Benefits. During the Term, Executive shall receive an annual base salary
of not less than $225,000 on or before December 31, 2004 and not less than
$236,250 on or after January 1, 2005, payable in equal semi-monthly installments
(the “Base
Salary”). In addition to the Base Salary, during the Term, Executive
shall be eligible to receive performance bonuses payable on or before the 13th
day of October and April of each year (each such six month period herein
referred to as the “Bonus Period”), with
the performance criteria to be established by the Compensation Committee of
Company (or the Board, if the Company does not have a Compensation Committee) in
discussions with Executive (each a “Bonus”). The
performance criteria for the Bonus shall be established and delivered in writing
to Executive no later than the first business day of the applicable Bonus
Period. At least annually, but no later than the 1st day of October
of each year, the Compensation Committee (or the Board, if the Company does not
have a Compensation Committee) shall review the Base Salary, Bonus and other
compensation of Executive based upon performance and other factors deemed
appropriate by the Compensation Committee (or the Board, if the Company does not
have a Compensation Committee) and make such increases, supplemental bonus
payments, or other incentive awards as it deems
fit. Notwithstanding the foregoing, in no event will the Base
Salary be less than an annual rate of $225,000 on or before December 31, 2004
and less than an annual rate of $236,250 on or after January 1,
2005. In addition to the Base Salary, any Bonus and other
compensation described in this Section 3, Executive shall be entitled to receive
any benefits and fringes (whether subsidized in part, or paid for in full by
Company) including, but not limited to, medical, dental, life and disability
insurance, and 401(k) Savings and Retirement Plan which Company now or in the
future pays or subsidizes for any of its professional/technical or management
employees, or employees in the same class as Executive.”
Section
2.03. Section
5. Clause (iii) of Section 5(d) of the Existing Agreement is
hereby amended and restated to read in its entirety as follows: “(iii) the
Company reduces Executive’s Base Salary;”.
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 Executive each hereby (a) ratifies and confirms the
Existing Agreement, (b) agrees that the same shall continue in full force and
effect, and (c) agrees that the same are the legal, valid and binding
obligations of the Company and Executive, enforceable against the Company and
Executive in accordance with their respective terms.
Section
3.02. Severability. If,
for any reason, any provision of this Amendment is held invalid, illegal or
unenforceable such invalidity, illegality or unenforceability shall not affect
any other provision of this Amendment not held so invalid, illegal or
unenforceable, and each such other provision shall, to the full extent
consistent with law, continue in full force and effect. In addition,
if any provision of this Amendment shall be held invalid, illegal or
unenforceable in part, such invalidity, illegality or unenforceability shall in
no way affect the rest of such provision not held so invalid, illegal or
unenforceable and the rest of such provision, together with all other provisions
of this Amendment, shall, to the full extent consistent with law, continue in
full force and effect. If any provision or part thereof shall be held
invalid, illegal or unenforceable, to the fullest extent permitted by law, a
provision or part thereof shall be substituted therefor that is valid, legal and
enforceable.
2
Section
3.03. Headings. The
headings of Sections are included solely for convenience of reference and shall
not control the meaning or interpretation of any of the provisions of this
Amendment.
Section
3.04. Governing
Law. This Amendment has been executed and delivered in the
State of Texas, and its validity, interpretation, performance and enforcement,
and all disputes and controversies related hereto or arising herefrom, shall be
governed by the laws of Texas, without giving effect to any principles of
conflicts of law that would apply any other law.
Section
3.05. Withholding. All
amounts paid pursuant to this Amendment shall be subject to withholding for
taxes (federal, state, local or otherwise) to the extent required by applicable
law.
Section
3.06. Counterparts. This
Amendment may be executed in counterparts, each of which, when taken together,
shall constitute one original Amendment.
Section
3.07. Waiver. No
term or condition of this Amendment shall be deemed to have been waived, nor
shall there be any estoppel against the enforcement of any provision of this
Amendment or the Existing Agreement, except by written instrument of the party
charged with such waiver or estoppel. No such written waiver shall be
deemed a continuing waiver unless specifically stated therein, and each such
waiver shall operate only as to the specific term or condition waived and shall
not constitute a waiver of such term or condition for the future or as to any
act other than that specifically waived.
Section
3.08. Entire
Agreement. The Existing Agreement and this Amendment,
together, contain the entire understanding between the parties hereto and
supersede any prior employment agreement between the Company or any predecessor
of the Company and Executive, except that this Amendment shall not affect or
operate to reduce any benefit or compensation inuring to Executive of a kind
elsewhere provided and not expressly provided for in the Existing Agreement or
this Amendment.
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IN
WITNESS WHEREOF, the Company has caused its duly authorized officer or director
to execute and attest to this Amendment, and Executive has placed this signature
hereon, effective as of the date below.
FAR
EAST ENERGY CORPORATION
| By: |
/s/
Xxxxx X. Xxxx
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Date:
December 7,
2010
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Xxxxx
X. Xxxx
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Chief
Financial Officer
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EXECUTIVE:
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/s/
Xxxxxxx X. XxXxxxxxx
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Date:
December 7,
2010
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Xxxxxxx
X. XxXxxxxxx
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