Exhibit 10.1


 


AMENDED & RESTATED EMPLOYMENT AGREEMENT


 


THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of January 1, 2018 (the “Effective
Date”), by and between Samson Oil and Gas USA, Inc., a Colorado corporation (“Company”), and Terence
M. Barr (“Employee”).


 


Recitals


 


WHEREAS,
Company and Employee previously entered into that certain Employment Agreement between Employee and Company originally dated January
1, 2011, as previously amended on December 20, 2011 and November 7, 2013 (the “Prior Agreement”);


 


WHEREAS,
the Prior Agreement expired on December 31, 2017;


 


WHEREAS,
by this Agreement, Company and Agreement wish to extend the Prior Agreement so that it terminates on December 31, 2019, but leave
all of the other terms and conditions of the Prior Agreement unchanged;


 


WHEREAS,
Company desires to retain the personal services of Employee as President and Chief Executive Officer and Managing Director of
Company and of Company’s parent, Samson Oil & Gas Limited (“Parent”) and 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 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, 2019, 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 President and Chief Executive Officer of Company and Parent, and
shall have and exercise general responsibility for the management of Company and Parent. Employee shall report to the Board of
Directors of Parent (the “Board”, which term may also include a committee of the Board when used herein, depending
on the context). 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 $400,000. 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.



 


(a)In
addition to and not as a substitute for Employee’s Total Salary, Employee shall be eligible for an annual bonus (the “Annual
Bonus”), as determined by the Board in its sole discretion no later than July 15 of each calendar year. The Board generally
retains the discretion to determine the amount of the Annual Bonus each year or to grant no bonus at all, the targeted maximum
for the 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 100% of the Total Salary paid to Employee in the calendar year preceding the grant of
the Annual Bonus.


 


(b)In
the event of a disposition of all or substantially all of Company’s assets (the “Sold Assets”), whether
through a sale of the Sale Assets, exchange offer, merger, consolidation, scheme of arrangement, amalgamation or otherwise during
the Term or within one (1) year following the end of the Term (a “Sale”), Company shall pay Employee a one-time
cash bonus (the “Sale Bonus”) for his efforts in bringing about the Sale. The amount of the Sale Bonus shall
be determined by the Board based on the consideration received by Company or Company’s shareholders on account of the Sale.
If the cash, securities or property (“the Sale Price”) paid to Company or its shareholders on account of the
Sale is equal to or greater than one hundred and thirty-three percent (133%) of (i) the book value of the Sold Assets or (ii)
Company’s market capitalization, calculated by reference to the closing price of Company’s ordinary shares on the
ASX the last trading day before the Sale is publicly announced, then the Sale Bonus shall be equal to at least 50% but no greater
than 100% of Employee’s Total Salary in effect on the date of Sale. The Sale Bonus shall be due and payable to Employee
no later than one hundred eighty (180) days after the Sale or at the end of the Term, whichever first occurs.


 


		2.3	Relocation
                                         Expenses.



 


(a)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 Employee is advised of the relocation.


 


		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 such 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 five (5) 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.


 


3.4  Personal
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 hereunder 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 material breach of any of the provisions of Section 5 of this Agreement, (B) a material
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 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 the Board to Employee, (ii) conduct constituting fraud, embezzlement, misappropriation or gross
dishonesty by Employee in connection with the performance of his duties under this Agreement or (iii) a conviction of Employee
for (A) a felony (other than a traffic violation) or (B) a crime involving moral turpitude, but only if the Board determines that
such conviction will damage or bring into disrepute the business, reputation or goodwill of Company or impair Employee's ability
to perform his duties for Company. For any termination for Cause under this Section 4.1 other than Section 4.1(i)(C), Employee
shall be given prior written notice of the proposed termination for Cause, specifying the specific grounds therefor and, if such
grounds are capable of being cured, Employee shall have thirty (30) days after receipt of such notice to cure. It is presumed
that any stated grounds for a termination for Cause under Section 4.1(i) are capable of being cured but grounds for a termination
for Cause under Section 4.1(ii) or (iii) are not capable of being cured, provided, however, the Board may determine, in its discretion,
allow a thirty (30) day cure period for a termination for Cause under Section 4.1(ii) or (iii). A termination for Cause shall
not be effective until the expiration of the applicable cure period prescribed by this Section 4.1Upon the effectiveness of 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, 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.


 


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.


 


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 (a) shall pay Employee any unpaid amounts of his Total Salary accrued prior to the date of termination,
(b) shall reimburse Employee for all expenses described in Section 3.1 of this Agreement incurred prior to the date of termination
and (c) shall pay Employee an amount (“Severance Payments”) equal to his Total Salary for a period of twelve
(12) months, paid ratably over such twelve (12) month period or in a lump sum, as determined by the Board, subject to all appropriate
withholdings and deductions, 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 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.


 


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.


 


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. 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 thirty (30) day period following the date of such notice. If
Company does cure such circumstances within said thirty (30) 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 thirty (30) days after the notice, this Agreement shall be terminated ninety (90) 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 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.


 


(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 (a) the termination of this Agreement or (b) 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. 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. (a) During the Term and the Severance 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.


 






     


     


    

 


5.4
 Non-disparagement. During the Term and the Severance Period, Employee will not distribute, cause a distribution of,
or make 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, as 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 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 6 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.


 


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
                                         5.4(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 5.2(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).



 


		(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. 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.


 


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, 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, 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:


Samson
Oil & Gas Limited


The
Company Secretary


Level
16, AMP Building


140
St Georges Terrace


Perth
WA 6000 Australia


Facsimile: (08) 9220 9820


 


If
to Employee:


Terence
Barr


at
address shown on Company’s personnel records


 






     


     


    

 


		8.	Successors
                                         and Assigns.



 


		(a)	This
                                         Agreement is personal to Employee and without the prior written consent of Company shall
                                         not be assignable by Employee otherwise than by will or the laws of descent and distribution.
                                         This Agreement shall inure to the benefit of and be enforceable by Employee’s legal
                                         representatives.



 


		(b)	This
                                         Agreement shall inure to the benefit of and be binding upon Company and its successors
                                         and assigns.



 


		(c)	Company
                                         will require any successor (whether direct or indirect, by purchase, merger, consolidation
                                         or otherwise) to all or substantially all of the business and/or assets of Company to
                                         expressly assume and agree to perform this Agreement in the same manner and to the same
                                         extent that Company would be required to perform it if no such succession had taken place.
                                         As used in this Agreement, “Company” shall mean Company and any successor
                                         to its business and/or assets which assumes and agrees to perform this Agreement by operation
                                         of law or otherwise.



 


		9.	Severability.
                                         The invalidity of any portion of this Agreement shall not affect the enforceability of
                                         the remaining portions of this Agreement. If any provision of this Agreement shall be
                                         declared invalid, this Agreement shall be construed as if such invalid word or words,
                                         phrase or phrases, sentence or sentences, clause or clauses, or section or sections had
                                         not been inserted. If such invalidity is caused by length of time or size of area, or
                                         both, the otherwise invalid provision will be reduced to a period or area that would
                                         cure such invalidity.



 


		10.	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.



 


		11.	No
                                         Third-Party Beneficiary. Nothing expressed or implied in this Agreement is intended,
                                         or shall be construed, to confer upon or give any person (other than the parties hereto
                                         and, in the case of Employee, his heirs, personal representative(s) and/or legal representative)
                                         any rights or remedies under or by reason of this Agreement.



 


		12.	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.



 


		13.	Survival.
                                         Employee’s obligations under Section 5 hereof shall not terminate upon the termination
                                         of employment or the termination of this Agreement but shall continue in accordance with
                                         their terms set forth herein.



 


		14.	Counterparts
                                         and Facsimile Signatures. This Agreement may be executed in one or more counterparts
                                         and by the separate parties hereto in separate counterparts, each of which shall be deemed
                                         an original, but all of which together shall constitute one and the same document. Telecopies
                                         or other electronic facsimiles of original signatures shall be deemed to be the same
                                         as original signatures for all purposes.



 






     


     


    

 


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


 





	 	SAMSON OIL AND GAS USA, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ 	Robyn Lamont	 
	 	 	 	Robyn Lamont, Vice President-Finance
	 	 	 	 	 
	 	 	 	 	 
	 	PARENT:
	 	 	 	 	 
	 	SAMSON OIL AND GAS LIMITED
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ 	Peter Hill	 
	 	 	 	Peter Hill, Chairman	 
	 	 	 	 	 
	 	 	 	 	 
	 	Attest: 	/s/ 	Denis Rakich 	 
	 	 	 	Denis Rakich, Secretary	 
	 	 	 	 	 
	 	 	 	 	 
	 	EMPLOYEE:
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ 	Terence M. Barr 	 
	 	 	 	Terence M. Barr