Exhibit 10.3


 





AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


 


THIS AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of January 1, 2017 (the “Effective
Date”), by and between Samson Oil and Gas USA, Inc., a Colorado corporation (“Company”), and David
Ninke (“Employee”).


 


Recitals


 


WHEREAS,
Company and Employee are parties to that certain Employment Agreement dated as of January 1, 2011 by and between Company and Employee
(the “Original Agreement”), pursuant to which Employee is employed as Vice President- Exploration of Company
and of Company’s parent, Samson Oil & Gas Limited (“Parent”);


 


WHEREAS,
Company and Employee desire to amend and restate the Original Agreement; and


 


WHEREAS,
Employee is willing to continue to make his services available to Company and Parent, on the terms and conditions hereinafter
set forth. All references herein to dollars or $ are to United States dollars.


 


Agreement


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants set forth herein, the parties agree that the Original Agreement is hereby
amended and restated in its entirety, effective as of the Effective Date, as follows:


 


1.       Employment.


 


1.1       Employment
and Term. Company hereby agrees to employ Employee and Employee hereby agrees to serve Company, on the terms and conditions
set forth herein, for the period commencing on the Effective Date and continuing through December 31, 2018, unless sooner terminated
in accordance with the terms and conditions hereof (the “Term”). The Term will not be extended unless the parties
agree otherwise in writing. If Employee continues to be employed after the end of the Term, he will be an at-will employee without
the benefit of any of the terms of this Agreement.


 


1.2       Duties
of Employee. Employee shall serve as the Vice President-Exploration of Company and Parent, and shall have and exercise general
responsibility for directing and implementing the exploration program of Company and Parent. Employee shall report to the Chief
Executive Officer and Managing Director of Company and Parent or, in his absence, to the Board of Directors of Parent (the “Board”,
which term includes any committee of the Board when used herein). Employee shall also have such other powers and duties as the
Board may from time to time delegate to him provided that such duties are consistent with his position. Employee shall devote
substantially all his working time and attention to the business and affairs of Company and Parent (excluding any vacation and
sick leave to which Employee is entitled), render such services to the best of his ability, and use his best efforts to promote
the interests of Company and Parent. So long as such activities do not interfere with the performance of Employee’s responsibilities
as an employee of Company in accordance with this Agreement, it shall not be a violation of this Agreement for Employee to: (i)
serve on corporate, civic or charitable boards or committees; (ii) deliver lectures or fulfill speaking engagements; (iii) manage
personal investments; or (iv) participate in continuing education seminars or similar activities relevant to his duties and responsibilities
for Company.


 






     


     


    

 





1.3       Place
of Performance. In connection with his employment by Company, Employee shall be based at Company’s offices in Colorado
or another mutually agreed location, except for travel necessary in connection with Company’s business.


 


2.       Compensation.


 


2.1       Total
Salary. Employee shall receive total annual compensation in an amount set by the Board from time to time throughout the Term
(the “Total Salary”). The Total Salary will be accrued on a daily basis and payable in installments consistent
with Company’s normal payroll schedule, subject to applicable withholding and other taxes. As of the Effective Date, Employee’s
Total Salary is $276,717. Employee’s Total Salary may be increased during the Term, but shall not be decreased without Employee’s
written consent provided, however, that Employee’s Total Salary may be reduced without Employee’s consent by the same
proportion as other Company employees if and to the extent that the Board imposes a Company-wide reduction in salary on substantially
all of Company’s employees.


 


2.2       Incentive
Compensation. In addition to and not as a substitute for Employee’s Total Salary, Employee shall be eligible for an
annual bonus, as determined by the Board in its sole discretion no later than July 15 of each calendar year. While the Board retains
the discretion to grant a larger bonus or no bonus at all, the targeted maximum for this discretionary annual bonus, based on
exemplary performance in all quantitative and qualitative criteria that may be considered by the Board, in its sole discretion,
shall be 50% of the Total Salary paid to Employee in the calendar year preceding the grant of the bonus.


 


2.3       Relocation
Expenses. If Company’s offices to which Employee is assigned are relocated outside of the Denver, Colorado metropolitan
area and Employee remains employed by Company pursuant to this Agreement, then Company shall pay all reasonable relocation expenses
incurred by Employee in relocating to Company’s new location. The requirements for the timing of such expenses and their
reimbursement shall be subject to and in accordance with the relocation expense payment policies and procedures of Company, as
in effect as of the date Company advises Employee of the relocation.


 






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3.       Expense
Reimbursement and Other Benefits.


 


3.1       Expense
Reimbursement. During the Term, Company shall reimburse Employee for all documented reasonable expenses actually paid or incurred
by Employee in the course of and pursuant to the business of Company, subject to and in accordance with the expense reimbursement
policies and procedures in effect for Company’s employees from time to time.


 


3.2       Additional
Benefits. During the Term, Company shall make available to Employee such benefits and perquisites as are generally provided
by Company to its senior management (subject to eligibility), including but not limited to participation in any group life, medical,
health, dental, disability or accident insurance, pension plan, 401(k) savings and investment plan, profit-sharing plan, employee
stock purchase plan, incentive compensation plan or other benefit plan or policy, if any, which may presently be in effect or
which may hereafter be adopted by Company for the benefit of its senior management or its employees generally, in each case subject
to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement (the “Additional
Benefits”).


 


3.3       Annual
Leave. Employee shall be entitled to four (4) weeks of annual leave each calendar year. The annual leave will vest evenly
each payroll and shall be accrued from calendar year to calendar year in accordance with Company policies and procedures then
in effect. Employee shall be paid for any remaining annual leave accrual following the termination of employment for any reason.
Annual leave shall be taken at a mutually agreeable time.


 


3.4Personal
Leave. Personal leave shall be available to Employee for use in accordance with Company policies and procedures then in effect.
Personal leave will not accrue for longer than a year and Employee will not be entitled to receive payment for any accrued personal
leave upon the termination of their employment.


 


4.       Termination.


 


4.1       Termination
for Cause. Notwithstanding anything to the contrary contained in this Agreement, Company may terminate this Agreement and
Employee’s employment for Cause. As used in this Agreement, “Cause” shall mean (i) any action or omission
of Employee which constitutes (A) a breach of any of the provisions of Section 5 of this Agreement, (B) a breach by Employee of
his fiduciary duties and obligations to Company, or (C) Employee’s failure or refusal to follow any lawful directive of
the CEO or the Board, in each case which act or omission is not cured (if capable of being cured) within ten (10) days after written
notice of same from Company to Employee or (ii) conduct constituting fraud, embezzlement, misappropriation or gross dishonesty
by Employee in connection with the performance of his duties under this Agreement, or a conviction of Employee for a felony (other
than a traffic violation) or, if it shall damage or bring into disrepute the business, reputation or goodwill of Company or impair
Employee's ability to perform his duties with Company, any crime involving moral turpitude. Employee shall be given a written
notice of termination for Cause specifying the details thereof. Upon any termination pursuant to this Section 4.1, Employee shall
only be entitled to his Total Salary as accrued through the date of termination, reimbursement of expenses incurred prior to the
date of termination in accordance with Section 3.1 hereof, and any other compensation and benefits payable in accordance with
Section 3.2 hereof. Upon making such payments, Company shall have no further liability to Employee hereunder.


 






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4.2       Disability.
Notwithstanding anything to the contrary contained in this Agreement, Company, by written notice to Employee, shall at all times
have the right to terminate this Agreement and Employee’s employment hereunder if Employee shall, as the result of mental
or physical incapacity, illness or disability, fail or be unable to perform his duties and responsibilities provided for herein
in all material respects for a period of more than sixty (60) consecutive days in any 12-month period. Upon any termination pursuant
to this Section 4.2, (i) within thirty (30) days after the date of termination, Company shall pay Employee any unpaid amounts
of his Total Salary accrued prior to the date of termination and shall reimburse Employee for all expenses described in Section
3.1 of this Agreement and incurred prior to the date of termination, and (ii) in lieu of any further Total Salary, incentive compensation
or other benefits or payments to Employee for periods subsequent to the date of termination, Company shall pay to Employee the
Severance Payments and Severance Benefits specified in Section 4.4. Upon making such payments and providing such benefits, Company
shall have no further liability hereunder; provided, however, that Employee shall be entitled to receive any amounts then
payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided
by Company to Employee in accordance with Section 3.2 hereof and under the terms thereof.


 


4.3       Death.
In the event of the death of Employee during the term of his employment hereunder, this Agreement shall terminate on the date
of Employee’s death. Upon any such termination, (i) within thirty (30) days after the date of termination, Company shall
pay to the estate of Employee any unpaid amounts of his Total Salary accrued prior to the date of termination and reimbursement
for all expenses described in Section 3.1 of this Agreement and incurred by Employee prior to his death, and (ii) in lieu of any
further Total Salary, incentive compensation or other benefits or payments to the estate of Employee for periods subsequent to
the date of termination, Company shall pay to the estate of Employee the Severance Payments specified in Section 4.4. Upon making
such payments, Company shall have no further liability hereunder; provided, that Employee’s spouse, beneficiaries
or estate, as the case may be, shall be entitled to receive any amounts then payable pursuant to any employee benefit plan, life
insurance policy or other plan, program or policy then maintained or provided by Company to Employee in accordance with Section
3.2 hereof and under the terms thereof. Nothing herein is intended to give Employee’s spouse, beneficiaries or estate any
rights to or interest in any key man life insurance policy on Employee maintained by Company for the benefit of Company.


 






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4.4       Termination
Without Cause. At any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder
by written notice to Employee. Upon any termination without Cause pursuant to this Section 4.4, Company shall (a) pay Employee
any unpaid amounts of his Total Salary accrued prior to the date of termination and (b) reimburse Employee for all expenses described
in Section 3.1 of this Agreement and incurred prior to the date of termination, provided, however, that if Company
provided Employee with less than ninety (90) days prior written notice of the date of such termination without Cause, then in
addition to his Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance
Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the actual
notice given by Company (the “Without Cause Notice Period”), subject to all appropriate withholdings and deductions.
If there is a Change in Control of Company at any time during the Term, however, whether before or after any notice of termination
without Cause, then Employee shall be entitled to receive notice of the effective date of termination twelve (12) months prior
to such date (“Change in Control Notice Period”) instead of the Without Cause Notice Period of only ninety
(90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is
less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and
deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance
Payments shall be paid to Employee in a lump sum upon the termination of Employee’s employment, provided, however,
that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and
not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under
this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee
by Company. Employee shall receive the Additional Benefits for the period of time during so long as Severance Payments are being
made to Employee (the “Severance Benefits”). Upon making the Severance Payments and providing the Severance
Benefits, if any, required by this Section 4.4, Company shall have no further liability to Employee other than any amounts duly
payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained
or provided by Company to Employee pursuant to the terms thereof. For purposes of this Agreement, a Change in Control of Company
shall be deemed to have occurred if (i) any person, entity or group becomes the beneficial owner, directly or indirectly, of 50.1%
or more of the voting securities of Company or Parent; or (ii) as a result of, or in connection with, any tender offer, exchange
offer, merger, business combination, sale of assets or contested election of directors (a “Transaction”), the
persons who were directors of Company or Parent immediately before the Transaction no longer constitute a majority of the directors
of Company or Parent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, as a result
of the merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is
then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all or substantially
all of its assets to another company which is not a wholly owned subsidiary of Company or Parent.


 


4.5       Voluntary
Resignation. Employee may, upon not less than ninety (90) days prior written notice to Company, resign and terminate his employment
hereunder. Subject to Section 4.6, in the event Employee resigns as an employee of Company, he shall be entitled to receive only
such payment(s) as he would have received had he been terminated pursuant to Section 4.1 hereof. Employee shall not under any
circumstances give Company less than ninety (90) days prior written notice of his resignation date.


 






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4.6       Resignation
for Good Reason. Employee may, by written notice to Company during the Term, elect to terminate his employment on the basis
of “good reason” if there is (a) a material change of the principal location in which Executive is required to perform
his duties hereunder without Executive’s prior consent (it being agreed that any location within the state of Colorado shall
not be deemed a material change); or (b) a material reduction in (or a failure to pay or provide a material portion of) Employee’s
Total Salary or other benefits payable under this Agreement or (c) a Change in Control of Company. Any such notice of termination
by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford
Company an opportunity to cure such circumstances at any time within the twenty (20) day period following the date of such notice.
If Company does cure such circumstances within said twenty (20) day period, the notice of termination shall be withdrawn by Executive
and of no further force and effect. If the circumstances cited in Executive’s notice qualify as “good reason”
hereunder and are not cured within the twenty (20) days after the notice, this Agreement shall be terminated thirty (30) days
after Executive’s original written notice and such termination shall be treated in all respects as if it had been a termination
without Cause and without notice, but not involving a Change in Control under Section 4.4 of this Agreement. Notwithstanding the
foregoing, any voluntary termination by Employee following a Change in Control shall be a termination for “good reason”
pursuant to this Section 4.6 if, but only if, the date of termination is no later than the later of (i) February 13 of the first
calendar year following the year in which the Change in Control occurred and (ii) the fifteenth day of the second month of Company’s
fiscal year following the year in which the Change in Control occurred under Section 4.4 of this Agreement.


 


5.       Restrictive
Covenants.


 


5.1       Nondisclosure.
(a)Employee acknowledges that, as part of the terms of his employment by Company, he will have access to and/or may develop
or assemble confidential information owned by or related to Company, its customers or its business partners or Parent. Such confidential
information (whether or not reduced to writing) shall include, without limitation, designs, processes, projects, manuals, techniques,
information concerning or provided by customers, suppliers and vendors contracts, marketing strategies, agency relationships and
terms, financial information, pricing and compensation structures, business relations and negotiations, employee lists, plans
for drilling, exploration, development or other business, production, exploration, seismic or other business data, and any other
information designated as “confidential” by Company or Parent (collectively, “Confidential Information”).
Employee shall retain all Confidential Information in confidence and shall not use or disclose Confidential Information for any
purpose other than to the extent necessary to perform his duties as an employee of Company. This duty of confidentiality shall
continue indefinitely with respect to Confidential Information notwithstanding any termination of Employee’s employment
so long as it remains Confidential Information. Confidential Information shall not include any information that (i) was known
by Employee from a third party source before disclosure by or on behalf of Company to Employee, (ii) becomes available to Employee
from a source other than Company that is not bound by a duty of confidentiality to Company, (iii) Company makes publicly available
or discloses to any third party without any obligation of confidentiality, or (iv) becomes generally publicly available or known
in the industry other than as a result of its disclosure by Employee.


 






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(b)       Employee
agrees to (i) return to Company upon request, and in any event, at the time of termination of employment for whatever reason,
all documents, equipment, notes, records, computer disks and tapes and other tangible items in his possession or under his control
which belong to Company or any of its affiliates or which contain or refer to any Confidential Information relating to Company
or any of its affiliates and (ii) if so requested by Company, delete all Confidential Information relating to Company or any of
its affiliates from any computer disks, tapes or other re-usable material in his possession or under his control which contain
or refer to any Confidential Information relating to Company or any of its affiliates.


 


5.2       Non-solicitation
of Customers and Employees. During the Term and during the twelve (12) month period following the later to occur of (i) the
termination of this Agreement or (ii) the termination of Employee’s employment by the Company or engagement as a consultant
to the Company (the “Severance Period”), Employee (a) shall not solicit the business of any person, company
or firm which is a former, current, or prospective customer or business partner of Company or Parent (a “Customer”)
for the benefit of anyone other than Company or Parent if the business solicited is of a type offered by Company or Parent during
the Term, (b) shall not solicit or encourage any Customer to modify, diminish or eliminate its business relationship with Company
or Parent or take any other action with respect to a Customer which could be detrimental to the interests of Company or Parent,
and (c) shall not solicit for employment or for any other comparable service, such as consulting services, and shall not hire
or engage as a consultant any employee or independent contractor employed or engaged by Company or Parent at any time during the
Term, except for independent contractors with whom Employee had done business, directly or indirectly, prior to the Effective
Date. Employee acknowledges that violation of this covenant constitutes a misappropriation of Company’s or Parent’s
trade secrets in violation of his duty of confidentiality owed to Company.


 


5.3       Non-competition.
During the Term and the Restricted Period, unless otherwise waived in writing by Company (such waiver to be in Company’s
sole and absolute discretion), Employee shall not, directly or indirectly, engage in, operate, manage, have any investment or
interest or otherwise participate in any manner (whether as employee, officer, director, partner, agent, security holder, creditor,
consultant or otherwise) in any sole proprietorship, partnership, corporation or business or any other person or entity (each,
a “Competitor”) that engages directly or indirectly, in a Competitive Activity. For purposes of this Agreement,
a “Competitive Activity” means any business or other endeavor of a kind being conducted by Company or any of its subsidiaries
or affiliates (or demonstrably anticipated by Company) in a geographic area that is within ten (10) miles of (a) any property
that is owned, leased or controlled by Company at any time during the six (6) months preceding the Competitive Activity or, if
Employee’s employment has been terminated, during the last six (6) months of the Term, or (b) any oil or gas prospect that
Company is evaluating or in which Company is seeking to acquire an interest at any time either during the six (6) months preceding
the Competitive Activity or, if Employee’s employment has been terminated, during the last six (6) months of the Term. Employee
shall be considered to have become associated with a Competitive Activity and in violation of this provision if Employee becomes
directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder,
financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual,
partnership, corporation or other organization that is engaged in a Competitive Activity; provided, that Employee may hold
or acquire, solely as an investment, shares of capital stock or other equity securities of any Competitor, so long as the securities
are publicly traded and Employee does not control, acquire a controlling interest in, or become a member of a group which exercises
direct or indirect control of, more than five percent (5%) of any class of equity securities of such Competitor.


 






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5.4       Non-disparagement.
During the Term and the Restricted Period, Employee will not make, distribute or cause a distribution of any oral or written statement,
which directly or by implication tarnishes, creates a negative impression of, or puts Company, its reputation and goodwill in
a bad light, or disparages Company or Parent in any other way, including but not limited to: (a) the working conditions or employment
practices of Company or Parent; (b) Company’s oil and gas properties, including unproved or proved undeveloped properties;
or (c) Company’s directors, officers and personnel. It will not be a violation of this section for Employee to make truthful
statements, under oath, if and to the extent required by law or formal legal process.


 


5.5       Intellectual
Property Rights. Employee understands that as part of his employment he may alone or together with others create, compile,
or discover data, designs, literature, ideas, trade secrets, know-how, commercial information, or any other valuable works or
information, such as financial models, drilling logs, development plans, reserves estimates or valuations, seismic data and other
information pertinent to the value of oil and gas properties (collectively, “Intellectual Property”). Employee
acknowledges that Company shall own all right, title, and interest in all Intellectual Property created by him in whole or in
part in the course of his employment by Company. Employee hereby assigns to Company all right, title, and interest in the copyrights
or patents embodied in or represented by such Intellectual Property, including all rights of renewal and termination, and to any
and all other intellectual property rights, including without limitation, trademarks, trade secrets, and know-how embodied in
Intellectual Property or in any other idea or invention developed in whole or in part by Employee in the course of his employment.
Employee further agrees to take all actions and to execute all documents necessary in order to perfect and to vest such intellectual
property rights in Company.


 


5.6       Injunction.
It is recognized and hereby acknowledged by the Parties hereto that a breach by Employee of any of the covenants contained in
Sections 5.1 through 5.5 of this Agreement will cause irreparable harm and damage to Company, the monetary amount of which may
be virtually impossible to ascertain. As a result, Employee recognizes and hereby acknowledges that Company shall be entitled
to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants
contained in Section 5 of this Agreement by Employee or any of his affiliates, associates, partners or agents, either directly
or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies Company may possess.


 






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5.7       American
Jobs Creation Act Provisions. It is the intention of the parties that payments or benefits payable under this Agreement not
be subject to the additional tax imposed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
Accordingly, to the extent such potential payments or benefits could become subject to Section 409A of the Code, the parties shall
cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that does
not result in such tax being imposed. Notwithstanding anything in this Agreement to the contrary, the following provisions related
to payments treated as deferred compensation under Section 409A of the Code, shall apply:


 


		(a)	If (i) Employee is a “specified
                                         person” on the date of Employee’s “separation from service” within
                                         the meaning of Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(ii) of the Code, and (ii)
                                         as a result of such separation from service Employee would receive any payment that,
                                         absent the application of this paragraph, would be subject to the interest and additional
                                         tax imposed pursuant to Section 409A(a) of the Code as a result of the application of
                                         Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made prior to the
                                         date that is the earliest of: (i) six (6) months after Employee’s separation from
                                         service and (ii) Employee’s date of death.



 


		(b)	Any payments that are delayed
                                         pursuant to Section 5.7(a) shall be paid on the earlier of the two dates described therein.



 


		(c)	Sections
                                         5.7(a) and (b) shall not apply to any payment if and to the maximum extent that that
                                         such payment would be a payment under a separation pay plan following an “involuntary
                                         separation from service” (as defined in Treasury Regulation Section 1.409A-1(n))
                                         that does not provide for a deferral of compensation by reason of the application of
                                         Treasury Regulation Section 1.409A-1(b)(9)(iii). For the avoidance of doubt, the parties
                                         agree that this Section 5.7(c) shall be interpreted so that Employee will receive payments
                                         during the six (6) month period specified in Section 5.7(a) to the maximum amount permitted
                                         by Treasury Regulation Section 1.409A-1(b)(9)(iii).



 


		(d)	If a payment that could
                                         be made under this Agreement would be subject to additional taxes and interest under
                                         Section 409A of the Code, Company in its sole discretion may accelerate some or all of
                                         a payment otherwise payable under the Agreement to the time at which such amount is includable
                                         in the income of Employee, provided that such acceleration shall only be permitted to
                                         the extent permitted under Treasury Regulation Section 1.409A-3(j)(vii) and the amount
                                         of such acceleration does not exceed the amount permitted under Treasury Regulation Section
                                         1.409A-3(j)(vii).



 






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		(e)	No payment to be made under
                                         this Agreement shall be made at a time earlier than that provided for in this Agreement
                                         unless such payment is (i) an acceleration of payment permitted to be made under Treasury
                                         Regulation Section 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject
                                         to additional taxes and interest under Section 409A of the Code.



 


		(f)	A payment described in Section
                                         4.4 of this Agreement shall be made only if such payment will not be subject to additional
                                         taxes and interest under Section 409A of the Code.



 


		(g)	No payment shall be made
                                         pursuant to Section 2.3 of this Agreement unless such payment would not constitute a
                                         deferral of compensation pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v).



 


6.       Entire
Agreement; No Conflicts With Existing Arrangements. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party that is not set forth expressly in this Agreement. This
Agreement contains the entire agreement, and supersedes any other agreement or understanding between Company and Employee relating
to Employee’s employment, provided, however, that if and to the extent that Company has previously granted equity or other
similar compensation to Employee that is subject to a vesting schedule, contingency or performance condition, this Agreement does
not alter Employee’s entitlement to such compensation in accordance with the original terms thereof. With respect to the
provision in Section 2.3 of Employee’s April 1, 2008, employment agreement with Company entitling Employee to an overriding
royalty interest on all oil and gas properties identified and recommended by Employee during the three year term of that agreement,
Employee remains entitled to such royalties but is not entitled to royalties on any other properties. Employee represents and
warrants that his employment by Company hereunder does not and will not conflict with or constitute a breach or default under
any prior or existing agreement with any former employer or other person or entity.


 






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7.       Notices:
All notices and other communications required or permitted under this Agreement shall be in writing and will be either hand delivered
in person, sent by facsimile or email, sent by certified or registered first class mail, postage pre-paid, or sent by nationally
recognized express courier service. Such notices and other communications will be effective upon receipt if hand delivered or
sent by facsimile or email, five (5) days after mailing if sent by mail, and one (l) day after dispatch if sent by express courier,
to the following addresses, or such other addresses as any party may notify the other parties in accordance with this Section:


 


If to Company:


1331 17th
Street, Suite 710


Denver,
CO 80202


Attention: Terence Barr


Email Terry.Barr@samsonoilandgas.com


Facsimile: 303-295-1961


 


 


 


If to Employee:


David Ninke


at address shown on


Company’s personnel
records


Email David.Ninke@samsonoilandgas.com


 


8.       Miscellaneous.
(a) Successors and Assigns. This Agreement is personal to Employee and is not assignable by Employee. The benefits due
to Employee for services rendered by Employee under this Agreement shall inure to the benefit of Employee’s heirs or legal
representatives. This Agreement shall inure to the benefit of and be binding upon Company and its successors and assigns. (b)
Severability.  If any provision of this Agreement shall be declared invalid, this Agreement shall be construed as if such
invalid provision had not been inserted. (c) Waivers. The waiver by either Party hereto of a breach or violation of any
term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. (d)
No Third Party Beneficiary. Nothing in this Agreement shall be construed, to or give any person other than the Parties
hereto any rights or remedies under or by reason of this Agreement. (e) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws. (f) Survival.
Employee’s obligations under Section 5 hereof shall continue notwithstanding the termination of this Agreement in accordance
with the terms set forth herein. (g) Counterparts. This Agreement may be executed in one or more counterparts which together
shall constitute one document. Electronic facsimiles of original signatures shall be deemed to be original signatures for all
purposes.


[Signature
Page Follows.]


 






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IN WITNESS WHEREOF,
the undersigned have executed this Employment Agreement as of the date set forth above.


 


	 	COMPANY:
	 	 	 
	 	SAMSON OIL AND GAS
    USA, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Terry Barr
	 	 	Terry
                                         Barr, CEO & Managing Director







 





	 	EMPLOYEE:
	 	 	 
	 	 	 
	 	By: 	/s/ David Ninke
	 	 	David Ninke








  



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