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13919885. 1   AMENDED & RESTATED EMPLOYMENT AGREEMENT    THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is   made and entered into as of the 1st day of November  2013, by and between MAGELLAN   PETROLEUM CORPORATION, a Delaware corporation (“Magellan” or the “Company”) and J.   Thomas Wilson, an individual residing at 55 W. 12th Ave., Unit 409, Denver 80204 (the   “Executive”).  Each of the Company and the Executive are individually referred to herein as a   “Party” and collectively as the “Parties.”     W I T N E S S E T H    WHEREAS, the Company appointed the Executive as the President and Chief Executive   Officer of the Company effective as of September 27, 2011 (the “Effective Date”);     WHEREAS, the Parties entered into an  Employment Agreement dated November 2, 2011   setting forth the terms and conditions of the Executive’s employment ( the “Original   Agreement”);     WHEREAS, the Parties entered into a restricted stock grant agreement and a stock option   award agreement on November 7, 2011 (together, the “Equity Incentive Agreements”) and an   indemnification agreement dated as of the date hereof and effective as of the Effective Date (the   “Indemnification Agreement”).    WHEREAS, effective November 6, 2012, the term of the Employment Agreement was   extended for one additional year to September 27, 2014; and     WHEREAS the parties wish to amend the Employment Agreement as provided herein.    NOW, THEREFORE, in consideration of the premises and mutual covenants contained   herein and for other good and valuable consideration, the receipt and sufficiency of which is   hereby acknowledged, the Parties, intending to be legally bound, agree as follows:    1. Employment.   1.1 Employment.  The Company hereby agrees to employ the Executive as of the   Effective Date, and the Executive hereby accepts employment with the Company in the positions   described below in Section 2.1, in accordance with the terms and provisions of this Agreement.      1.2 Term.  The term of this Agreement (the “Initial Term”) shall be the period   commencing on the Effective Date and ending on the earlier of: (a) December 31, 2015; or (b)   the date of termination of the Executive’s employment pursuant to Sections 6, 7 or 8 below,   whichever is applicable.  However, if not terminated earlier than December 31, 2015 in   accordance with the provisions of Sections 6, 7 or 8 below, this Agreement may be renewed for   additional one year terms (each, a “Renewal Term”) if the Parties mutually agree to do so and   they can agree on the terms and conditions of the renewal contract, which may take the form of   an Addendum to this Agreement. If, at the conclusion of the Initial Term or any Renewal Term,   as the case may be, either Party determines that they do not wish to renew this Agreement for an   additional one year term, that Party must provide the other with written notice six months prior     





 







13919885. 2   to the expiration of the Initial Term or Renewal, as the case may be, upon conclusion of which   the Agreement will terminate.  Upon termination of this Agreement for any reason (including a   Party’s written notice electing not to renew the Agreement delivered to the other Party under this   Section 1.2), the obligations of the Company under this Agreement shall cease and Executive shall   forfeit all right to receive any compensation or other benefits under this Agreement, except the   amounts payable under Sections 6, 7, 8 and 12 of this Agreement, as applicable.      2. Duties.      2.1 Offices. Beginning on the Effective Date, the Executive has assumed the duties of   President and Chief Executive Officer of the Company.  It is the intention of the Parties that   during the Initial Term and any subsequent Renewal Term hereof the Executive will serve in the   capacities described in this Section 2.1 and Section 2.3 and will devote substantially all of his   business time and attention and best efforts to the affairs of the Company and its subsidiaries and   the performance of his duties.  Nothing in this Agreement, however, shall prevent the Executive   from (i) participating in charitable, civic, educational, professional, community or industry   affairs or, with prior written approval of the Board of Directors (“Board”), serving on the board   of directors or advisory boards of other companies; and (ii) managing the Executive’s and the   Executive’s family’s personal investments so long as such activities do not materially interfere   with the performance of the Executive’s duties hereunder or create a potential business conflict   or the appearance thereof.        2.2 Office Locations.  The Executive shall be based at the Denver, Colorado,  but   shall be permitted to provide his services from additional locations including but not limited to   Bremen, Maine and Phoenix, Arizona, and shall provide his services at such other locations as   shall be reasonably necessary for the discharge of his duties under this Agreement.     2.3 Board Service. The Executive currently serves as a Class II Director of the   Company. The Board will nominate and support the Executive’s re-election as a Director at the   upcoming 2011 Annual Meeting of Shareholders. The Executive agrees to accept such   nomination and to serve as a Director, if elected.  In addition, during the period of his   employment as President and Chief Executive Officer the Board will recommend that the   Executive be elected as a Director of the Company’s wholly-owned subsidiary, Magellan   Petroleum Australia Limited (“MPAL”), and the Executive agrees to accept such nomination and   to serve as a Director of MPAL.    3. Compensation and Benefits.      3.1 Salary; Bonus.     (a) Salary.  As of the Effective Date, the Company shall pay the Executive an   annual base salary of Two Hundred and Sixty thousand ($260,000.00).Beginning January 1,   2013 and effective each January 1st thereafter, the Executive shall be eligible for an annual cost   of living increase based on a formula that shall be adopted for all employees of the Company.     (b) Bonus.   Provided that Executive is employed on each of the following   bonus dates, the Executive shall be paid a performance and retention bonus of $90,000.00 on     





 







13919885. 3   January 15, 2014 and a performance and retention bonus of $90,000.00 on January 15, 2015.   3.2 Equity Incentives. Pursuant to the Original Agreement, the Executive received (i)   a stock option award comprised of options to acquire 250,000 shares of the Company’s common   stock, par value $0.01 (“Common Stock”), exercisable at the closing trading market price of the   Common Stock on the Grant Date (defined below); and (ii) a grant of 100,000 restricted shares   of Common Stock (together, the “Equity Incentives”).  Consistent with the Company’s   compensation policy, the Equity Incentives were granted to the Executive on November 7, 2011   (the “Grant Date”).  Subject to the provisions set forth in Sections 6, 7 and 8 below, one-half of   the Equity Incentives vested on September 27, 2012, and the remaining one-half of the Equity   Incentives vested on September 27, 2013.    3.3 Benefit Programs.  The Executive shall be entitled to participate on substantially   the same terms as other members of senior management of the Company in all employee benefit   plans and programs of the Company (other than any severance plan, program or policy), as such   plans and programs are made available by the Company, subject to any restrictions or eligibility   requirements under such plans and programs, from time to time in effect for the benefit of senior   management of the Company, including, but not limited to, retirement plans, profit sharing plans,   group life insurance, hospitalization and surgical and major medical and dental coverages, short-   term and long-term disability.   3.4 Vacations and Holidays.  During the Term of this Agreement, the Executive shall   be entitled to vacation of four weeks per year at full pay or such greater vacation benefits as may   be provided for by the Company’s vacation policies applicable to senior management.  The   Executive shall also be entitled to such holidays as are established by the Company for all   employees.    4. Business and Advisory Expenses. The Executive shall be entitled to prompt   reimbursement for all reasonable, documented and necessary expenses incurred by the Executive   in performing his services hereunder in accordance with the policies of the Company, including   business class accommodations when traveling on international business trips, or to the extent   necessary in the Executive’s reasonable judgment, on domestic business trips, for the Company.    The Executive shall also be entitled to prompt reimbursement for his reasonable legal expenses   incurred in connection with the Executive’s negotiation and execution of this Agreement, the   Equity Incentive Agreements, and the Indemnification Agreement. The Executive shall properly   account for all such business and advisory expenses described in this Section 4 in accordance   with the policies and procedures established by the Company.     5. Separation from Service.  No termination of employment shall be deemed to have   occurred under this Agreement unless there has been a “Separation from Service” as defined   under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the   term “termination of employment” and the like in this Agreement shall be construed to mean   “Separation from Service” as so defined.   6. Termination of Employment by the Company.    6.1  Termination by the Company Other Than For Non-Renewal, Disability or Cause.       





 







13919885. 4     (a) The Company may terminate the Executive’s employment at any time and   for any reason, other than (i) pursuant to a written notice by the Company of its intention to   permit the Agreement to terminate at the end of the Initial Term or a Renewal Term in   accordance with Section 1.2; (ii) by reason of the Executive’s Disability (as defined in Section   6.2); or (iii) for Cause (as defined in Section 6.3), by giving the Executive a written notice of   termination at least 30 days before the date of termination (or such lesser notice period as the   Executive may agree to).      (b) In the event of any termination of employment by the Company described   in Section 6.1(a) above, the Executive shall be entitled to receive the following benefits:       (i) Salary: His base salary pursuant to Section 3.1(a) through the date of such   termination of employment, plus his base salary for the period of any vacation time   earned but not taken for the year of termination of employment (the “Salary Benefit”);       (ii) Other Benefits: Any other compensation and benefits to the extent actually   earned by the Executive under any other benefit plan or program of the Company as of   the date of such termination of employment, with such compensation and benefits to be   paid at the normal time for payment of such compensation and benefits to the extent not   previously paid (the “Other Benefits”);       (iii)  Reimbursements: Any reimbursement amounts for reasonable business   expenses approved by the Company and owing under this Agreement (the   “Reimbursement Benefit”);       (iv) Severance: A severance amount equal to the amount of base salary that the   Executive would have received if he remained employed for the balance of the Initial   Term or any Renewal Term negotiated pursuant to Section 1.2, as the case may be, based   upon his then-current base salary without further increase (the “Severance Benefit”).  The   amount of the Severance Benefit as so determined by this Section 6.1(b)(iv) shall be paid   during the remainder of the Initial or Renewal Term, as applicable, in equal monthly   installments commencing in the first month following the Executive’s Separation from   Service.      (v) Medical Coverage: If the Executive elects to continue insurance coverage   under the Company’s health insurance plans pursuant to COBRA, then for the period   beginning on the date of the Executive’s termination of employment and ending on the   earlier of (i) the date which is 18 months after the date of such termination of   employment or (ii) the date the Executive becomes eligible for health insurance benefits   under the group health plan of another employer, the Company shall pay, or reimburse   the Executive an amount equal to, the same dollar amount of the Executive’s premium   for COBRA coverage for the Executive and, if applicable, his spouse and dependent   children, as the Company paid prior to the Executive’s termination for group health   coverage under the Company’s health insurance plans for actively employed members of   management generally.  The Executive shall notify the Company promptly if he, while   eligible for benefits under this section , becomes eligible to receive health insurance   benefits from another employer (the “Medical Benefit”); and     





 







13919885. 5      (vi) Equity Incentives.  The Equity Incentives shall fully vest (the “Vesting   Benefit”).        (c) Notwithstanding anything else in this Agreement to the contrary, if either   Party gives written notice under Section 1.2 hereof of such Party’s intention to permit the   Agreement to terminate at the end of the Initial Term or a Renewal Term, as the case may be,   then the Executive shall not be entitled to the Severance Benefit or the Medical Benefit   following such termination.      6.2 Termination by the Company Due to Disability.        (a) If the Executive incurs a Disability, as defined in Section 6.2(b) below, the   Company may terminate the Executive’s employment by giving the Executive written notice of   termination at least 30 days before the date of such termination (or such lesser notice period as   the Executive may agree to).  In the event of such termination of the Executive’s employment   because of Disability, the Executive shall be entitled to receive the following benefits:      (i) The Salary Benefit;    (ii) The Other Benefits;    (iii)  The Reimbursement Benefit; and     (iv) The Vesting Benefit.    (b) For purposes of this Agreement, the Executive shall be considered to have   incurred a “Disability” if and only if the Executive shall be unable to perform the duties of his   employment with the Company for an aggregate period of more than 90 days in a consecutive   period of 52 weeks as a result of incapacity due to mental or physical illness or impairment   (other than as a result of addiction to alcohol or any drug) as determined by a physician selected   by the Company or its insurers and acceptable to the Executive or his legal representative.   6.3 Termination by the Company for Cause.    (a) The Company may terminate the Executive’s employment immediately for   “Cause” for any of the following reasons: (i) an act or acts of dishonesty or fraud by the   Executive relating to the performance of his services to the Company; (ii) a breach by the   Executive of his duties or responsibilities under this Agreement resulting in significant   demonstrable injury to the Company or any of its subsidiaries; (iii) the Executive’s conviction of   a felony or any crime involving moral turpitude; (iv) the Executive’s material failure (for reasons   other than death or Disability) to perform his duties under this Agreement or insubordination   (defined as refusal to execute or carry out lawful directions from the Board or its duly appointed   designees) where the Executive has been given written notice of the acts or omissions   constituting such failure or insubordination and the Executive has failed to cure such conduct,   where susceptible to cure, within 30 days following such notice; or (v) a breach by the Executive   of any provision of any material policy of the Company or any of his obligations under Section   13 of this Agreement.     





 







13919885. 6   (b) The Company shall exercise its right to terminate the Executive’s   employment for Cause by giving the Executive written notice of termination specifying in   reasonable detail the circumstances constituting such Cause.  In the event of such termination of   the Executive’s employment for Cause, the Executive shall be entitled to receive the following   benefits:       (i) The Salary Benefit;    (ii) The Other Benefits; and     (iii)  The Reimbursement Benefit.   7. Terminations of Employment by the Executive.     7.1 Termination by the Executive for Good Reason.   (a) The Executive may terminate his employment for Good Reason, as   defined in Section 7.1(b) below, by giving written notice of termination at least 30 days before   the date of such termination (or such lesser notice period as the Company or Executive may   agree to) specifying in reasonable detail the circumstances constituting such Good Reason.  In   the event of such termination, the Executive shall be entitled to receive the following benefits:      (i) The Salary Benefit;     (ii) The Other Benefits;    (iii) The Reimbursement Benefit;   (iv) The Severance Benefit;   (v) The Medical Benefit; and   (vi) The Vesting Benefit.      (b) For purposes of this Agreement, “Good Reason” shall mean only, without   the Executive’s written consent, (A) a material negative change in the scope of the authority,   functions, duties or responsibilities of Executive’s employment from that which is contemplated   by this Agreement; provided that a change in scope solely as a result of the Company no longer   being a public company or becoming a subsidiary of another entity shall not constitute Good   Reason; (B) the Company engaging the services of a long-term replacement President and Chief   Executive Officer; (C) any material breach by the Company of any provision of this Agreement   without the Executive having committed any material breach of the Executive’s obligations   hereunder (including Section 13 hereof), in each case of (A), (B), or (C), which breach is not   cured by the Company within 30 days following written notice thereof to the Company of such   breach.       If grounds for termination of employment for Good Reason occurs, and the Executive   fails to give notice of termination within 60 days after the occurrence of such event, the   Executive shall be deemed to have waived his right to terminate employment for Good Reason.    In addition, prospective changes to employee benefits for future employment made on an across-   the-board basis to all similarly situated executives of the Company and its subsidiaries shall not   be considered Good Reason.  Further, if termination for Good Reason is triggered during the   Initial Term or a Renewal Term but notice, provided consistent with the terms of this Agreement,     





 







13919885. 7   is not provided until the immediately following Renewal Term, if any,  the Severance Benefit   shall be zero.      7.2 Termination by the Executive Without Good Reason.  In addition to a non-   renewal of the Initial Term or a Renewal Term by the Executive under Section 1.2 hereof, the   Executive may terminate his employment at any time without Good Reason, by giving the   Company a written notice of termination to that effect at least 30 days before the date of   termination (or such lesser notice period as the Company may agree to); provided, however, that   the Company following receipt of such notice from the Executive may elect to have the   Executive’s employment terminate immediately following its receipt of such notice by paying to   the Executive an amount equal to one month of the Executive’s then-current base salary.  In the   event of the Executive’s termination of his employment pursuant to this Section 7(b), and in   addition to the amount set forth in the preceding sentence, if applicable, the Executive shall be   entitled to receive the following benefits:       (i) The Salary Benefit;    (ii) The Other Benefits; and    (iii)  The Reimbursement Benefit.   8. Termination of Employment By Death.    8.1 In the event of the death of the Executive during the course of his employment   hereunder, the Executive’s estate (or other person or entity having such entitlement pursuant to   the terms of the applicable plan or program) shall be entitled to receive the following benefits:        (i) The Salary Benefit;   (ii) The Other Benefits;    (iii)  The Reimbursement Benefit; and     (iv) The Vesting Benefit.   8.2 In addition, in the event of such death, the Executive’s beneficiaries shall receive   any death benefits owed to them under the Company’s employee benefit plans.   9. Conditions to Payment of Certain Benefits.  Notwithstanding anything in this Agreement   to the contrary, the Company’s obligation to pay or provide to the Executive the benefits   described in Sections 6.1(b)(iv) – (vi), 6.2(a)(iv), and 7.1(a)(iv) – (vi) of this Agreement shall be   subject to (i) the Executive’s compliance with the provisions of Section 13 hereof; (ii) delivery to   the Company of the Executive’s resignations from all officer, directorships and fiduciary   positions, if any, with the Company, MPAL and their respective subsidiaries and employee   benefit plans; and (iii) the Executive’s execution and delivery to the Company without   revocation of a valid Termination, Voluntary Release and Waiver of Rights Agreement, in   substantially the form attached to this Agreement as Exhibit A (the “Release”).  If the   documentation described in clause (ii) above and the Release described in clause (iii) above have   not been executed by the Executive and delivered to the Company within 30 days following the   termination of the Executive’s employment, the benefits referenced in this Section 9 shall be   forfeited and shall not be reinstated for any reason.     





 







13919885. 8      10. Golden Parachute Excise Tax.        10.1 In the event that any payment or benefit received or to be received by the   Executive pursuant to this Agreement or any other plan, program or arrangement of the   Company or any of its affiliates would constitute an “excess parachute payment” within the   meaning of Section 280G of the Code (“Excess Parachute Payment”), then any Severance   Benefit payable under this Agreement shall be reduced (by the minimum possible amounts) until   no amount payable to the Executive under this Agreement constitutes an Excess Parachute   Payment; provided, however, that no such reduction shall be made if the net after-tax payment   (after taking into account Federal, state, local or other income and excise taxes) to which the   Executive would otherwise be entitled without such reduction would be greater than the net   after-tax payment (after taking into account Federal, state, local or other income and excise   taxes) to the Executive resulting from the receipt of such payments with such reduction.     10.2 All determinations required to be made under this Section 10 shall be made by a   nationally recognized independent accounting firm mutually agreeable to the Company and the   Executive (the “Accounting Firm”) which shall provide detailed supporting calculations to the   Company and the Executive as requested by the Company or the Executive.  All fees and   expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the   Company upon demand of the Executive as incurred or billed by the Accounting Firm.  All   determinations made by the Accounting Firm pursuant to this Section 10 shall be final and   binding upon the Company and the Executive.   11. Entitlement to Other Benefits, Plans or Awards.  Except as otherwise provided in this   Agreement, this Agreement shall not be construed as limiting in any way any rights or benefits   that the Executive or his spouse, dependents or beneficiaries may have pursuant to any other   employee benefit plan or program of the Company.  All benefits, including, without limitation,   stock options, stock appreciation rights, restricted stock units and other awards under the   Company’s benefits, plans or programs, shall be subject to the terms and conditions of the plan   or arrangement under which such benefits accrue, are granted or are awarded.  In addition,   nothing herein shall be construed to prevent the Company from amending, altering, eliminating   or reducing any benefits, plans or programs so long as the Executive continues to receive   compensation and benefits consistent with those described in Section 3 hereof.   12. Officer Protections.  As required by the Company’s Restated Certificate of Incorporation,   the Company is entering into its customary Indemnification Agreement with the Executive under   which the Company agrees to indemnify the Executive to the fullest extent allowed under   Delaware law for any claims related to the Executive’s service as  President and Chief Executive   Officer and as a Director of the Company and MPAL and to provide coverage for the Executive   under the Company’s directors’ and officers’ liability insurance with tail coverage.     13. Executive’s Obligations.   13.1 Confidentiality.  The Executive agrees that he shall not, directly or indirectly, use,   make available, sell, disclose or otherwise communicate to any person, other than in the course   of the Executive’s employment and for the benefit of the Company, either during the period of     





 







13919885. 9   the Executive’s employment or at any time thereafter, any nonpublic, proprietary or confidential   information, knowledge or data relating to the Company, any of its subsidiaries, affiliated   companies or businesses, which shall have been obtained by the Executive during the   Executive’s employment by the Company.  The foregoing shall not apply to information that (i)   was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public   subsequent to disclosure to the Executive through no wrongful act of the Executive or any   representative of the Executive; or (iii) the Executive is required to disclose by applicable law,   regulation or legal process (provided that the Executive provides the Company with prior notice   of the contemplated disclosure and reasonably cooperates with the Company at its expense in   seeking a protective order or other appropriate protection of such information).  Notwithstanding   clauses (i) and (ii) of the preceding sentence, the Executive’s obligation to maintain such   disclosed information in confidence shall not terminate where only portions of the information   are in the public domain.   13.2 Non-Solicitation.  In the event that the Executive receives payment of any   Severance Benefit under this Agreement, the Executive agrees that for the two year period   following the date of termination of his employment by the Company the Executive will not,   directly or indirectly, individually or on behalf of any other person, firm, corporation or other   entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of   its subsidiaries or affiliates to leave such employment in order to accept employment with or   render services to or with any other person, firm, corporation or other entity unaffiliated with the   Company or knowingly take any action to materially assist or aid any other person, firm,   corporation or other entity in identifying or hiring any such employee (provided, that the   foregoing shall not be violated by general advertising not targeted at Company employees nor by   serving as a reference for an employee with regard to an entity with which the Executive is not   affiliated).  For the avoidance of doubt, if a managerial level employee on his or her own   initiative contacts the Executive for the primary purpose of securing alternative employment, any   action taken by the Executive thereafter shall not be deemed a breach of this Section 13.2.   13.3 Non-Competition.  The Executive acknowledges that the Executive performs   services of a unique nature for the Company that are irreplaceable, and that the Executive’s   performance of such services to a competing business will result in irreparable harm to the   Company.  Accordingly, under this Agreement, the Executive agrees that for a period of two   years following the date of termination of his employment by the Company for any reason,   whether voluntarily or involuntarily, and whether with or without Cause or Good Reason, he will   not, directly or indirectly, become connected with, promote the interest of, or engage in any other   business or activity that directly competes with any or all of the mineral assets, including but not   limited to, oil and natural gas, that the Company holds at the date of the Executive’s termination   of employment or has definitive plans to acquire within the 12 months following the date of the   Executive’s termination of employment. This clause does not apply to the Executive’s business   interests in Oregon existing as of the date of the execution of this Agreement or to any business   activity that results from the Company’s expansion into business activities outside of   exploration, purchase, development, marketing, sales or distribution of mineral assets, including   but not limited to oil and natural gas.   13.4 Non-Disparagement.  Each of the Executive and the Company (for purposes of   this Section 13.4, “the Company” shall mean only (i) the Company by press release or otherwise     





 







13919885. 10   and (ii) the executive officers and directors thereof and not any other employees) agrees not to   make any public statements that disparage the other Party, or in the case of the Company, its   subsidiaries, affiliates, officers, directors or business partners.  Notwithstanding the foregoing,   statements made in the course of sworn testimony in agency, administrative, judicial or arbitral   proceedings (including, without limitation, depositions in connection with such proceedings) or   otherwise as required by law shall not be subject to this Section 13.4.   13.5 Return of Company Property and Records.  The Executive agrees that upon   termination of the Executive’s employment, for any reason whatsoever, the Executive will   surrender to the Company in good condition (reasonable wear and tear excepted) all property and   equipment belonging to the Company and all records kept by the Executive containing the   names, addresses or any other information with regard to customers or customer contacts of the   Company, or concerning any proprietary or confidential information of the Company or any   operational, financial or other documents given to the Executive during the Executive’s   employment with the Company.   13.6 Cooperation.  The Executive agrees that, for a period of one year following   termination of the Executive’s employment for any reason, the Executive shall upon reasonable   advance notice, and to the extent it does not interfere with previously scheduled travel plans and   does not unreasonably interfere with other business activities or employment obligations, assist   and cooperate with the Company with regard to any matter or project in which the Executive was   involved during the Executive’s employment, including any litigation.  The Company shall   compensate the Executive for any lost wages (or, if the Executive is not then employed, provide   reasonable compensation as determined by the CNG Committee) and reimburse the Executive’s   reasonable expenses associated with such cooperation and assistance.  All such compensation   shall be paid monthly as the services are being performed by the Executive, and any such   reimbursement of expenses shall be subject to Section 4 hereof and shall be made within 30 days   after the Executive has provided the Company reasonable documentation for the expenses   incurred and in no event later than the end of the calendar year following the year in which the   expenses were incurred.   13.7 Assignment of Inventions.  The Executive shall promptly communicate and   disclose in writing to the Company all inventions and developments including software, whether   patentable or not, as well as patents and patent applications (hereinafter collectively called   “Inventions”), made, conceived, developed, or purchased by the Executive, or under which the   Executive acquires the right to grant licenses or to become licensed, alone or jointly with others,   which have arisen or which arise out of the Executive’s employment with the Company, or relate   to any matters directly pertaining to, the business of the Company or any of its subsidiaries;   provided however, that the Executive shall have no obligation to disclose, and shall retain all   rights to, Inventions made, conceived, developed, or purchased by him prior to his employment   with the Company or MPAL.  Included herein as if developed during the employment period is   any specialized equipment and software developed for use in the business of the Company.  All   of the Executive’s right, title and interest in, to, and under all such Inventions, licenses, and right   to grant licenses shall be the sole property of the Company.  As to all such Inventions, the   Executive will, upon request of the Company execute all documents which the Company deems   necessary or proper to enable it to establish title to such Inventions or other rights, and to enable   it to file and prosecute applications for letters patent of the United States and any foreign     





 







13919885. 11   country; and do all things (including the giving of evidence in suits and other proceedings) which   the Company deems necessary or proper to obtain, maintain, or assert patents for any and all   such Inventions or to assert its rights in any Inventions not patented.   13.8 Equitable Relief; Reformation; Survival.  The Parties acknowledge and agree that   the other Party’s remedies at law for a breach or threatened breach of any of the provisions of   this Section 13 would be inadequate and, in recognition of this fact, the Parties agree that, in the   event of such a breach or threatened breach, in addition to any remedies at law, the other Party,   without posting any bond, shall be entitled to obtain equitable relief in the form of specific   performance, temporary restraining order, a temporary or permanent injunction or any other   equitable remedy which may then be available.  If it is determined by a court of competent   jurisdiction in any state that any restriction in this Section 13 is excessive in duration or scope or   is unreasonable or unenforceable under the laws of that state, it is the intention of the Parties that   such restriction may be modified or amended by the court to render it enforceable to the   maximum extent permitted by the law of that state.  The obligations contained in this Section 13   shall survive the termination or expiration of the Executive’s employment with the Company and   shall be fully enforceable thereafter.   14. Alternative Dispute Resolution.  Any controversy, dispute or questions arising out of, in   connection with or in relation to this Agreement or its interpretation, performance or   nonperformance or any breach thereof shall be resolved through mediation.  In the event   mediation fails to resolve the dispute within 60 days after a mediator has been agreed upon or   such other longer period as may be agreed to by the Parties, or if the Parties fail to agree on a   mediator within 30 days of either Party’s request for mediation, such controversy, dispute or   question shall be settled by arbitration in accordance with the Center for Public Resources Rules   for Non Administered Arbitration of Business Disputes, by a sole arbitrator.  The arbitration shall   be governed by the United States Arbitration Act, 9 U.S.C. Sec. 1-16, and judgment upon the   award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  The   place of the arbitration shall be Denver, Colorado.   15. General Provisions.    15.1 No Duty to Seek Employment.  The Executive shall not be under any duty or   obligation to seek or accept other employment following termination of employment, and no   amount, payment or benefits due to the Executive hereunder shall be reduced or suspended if the   Executive accepts subsequent employment, except as expressly set forth herein.    15.2 Deductions and Withholding.  All amounts payable or which become payable   under any provision of this Agreement shall be subject to any deductions authorized by the   Executive and any deductions and withholdings required by applicable laws.    15.3 Notices.  All notices, demands, requests, consents, approvals or other   communications (collectively “Notices”) required or permitted to be given hereunder or which   are given with respect to this Agreement shall be in writing and shall be delivered personally,   sent by facsimile transmission with a copy deposited in the United States mail, registered or   certified, return receipt requested, postage prepaid, or sent by overnight mail addressed as   follows:      





 







13919885. 12        To the Company:    Magellan Petroleum Corporation       1775 Sherman Street, Suite 1950       Denver, CO 80203       Attn: President and CEO       Facsimile:  (720)570-3859                                           To the Executive:  J. Thomas Wilson     55 West 12th Avenue, Unit 409     Denver, CO  80204                                         or such other address as such Party shall have specified most recently by written notice.  Notice   mailed as provided herein shall be deemed given when so delivered personally or sent by   facsimile transmission, or, if sent by overnight mail, on the day after the date of mailing.    15.4 Covenant to Notify Management.  The Executive shall abide by the ethics policies   of the Company as well as the Company’s other rules, regulations, policies and procedures.  The   Executive agrees to comply in full with all governmental laws and regulations as well as ethics   codes applicable.  In the event that the Executive is aware or suspects the Company, or any of its   officers or agents, of violating any such laws, ethics, codes, rules, regulations, policies or   procedures, the Executive agrees to bring all such actual and suspected violations to the attention   of the Company immediately so that the matter may be properly investigated and appropriate   action taken.  The Executive understands that the Executive is precluded from filing a complaint   not involving or related to the Executive’s individual rights with any governmental agency or   court having jurisdiction over wrongful conduct unless the Executive has first notified the   Company of the facts and permits it to investigate and correct the concerns.    15.5 Amendments and Waivers.  No provision of this Agreement may be modified,   waived or discharged unless such waiver, modification or discharge is agreed to in writing signed   by the Executive and the Company.  No waiver by either Party hereto at any time of any breach   by the other Party hereto of, or compliance with, any condition or provision of this Agreement to   be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or   conditions at the same or at any prior or subsequent time.      





 







13919885. 13   15.6 Beneficial Interests.  This Agreement shall inure to the benefit of and be   enforceable by (a) the Company’s successors and assigns and (b) the Executive’s personal and   legal representatives, executors, administrators, successors, heirs, distributees, devisees and   legatees.  If the Executive shall die while any amounts are still payable to him hereunder, all such   amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this   Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee,   to the Executive’s estate.    15.7 Successors.  The Company shall require any successors (whether direct or   indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the   business and/or assets of the Company to assume expressly and agree to perform this Agreement   in the same manner and to the same extent that the Company would be required to perform.    15.8 Assignment.  This Agreement and the rights, duties, and obligations hereunder   may not be assigned or delegated by any Party without the prior written consent of the other   Party and any attempted assignment or delegation without such prior written consent shall be   void and be of no effect.  Notwithstanding the foregoing provisions of this Section 15.8, benefits   payable pursuant to this Agreement shall not be subject in any manner to anticipation, alienation,   sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the   Executive, and any attempt to alienate, transfer, assign or attach such benefits shall be void.    Notwithstanding the foregoing provisions of this Section 15.8, the Company may assign or   delegate its rights, duties and obligations hereunder to any person or entity which succeeds to all   or substantially all of the business of the Company through merger, consolidation,   reorganization, or other business combination or by acquisition of all or substantially all of the   assets of the Company without the Executive’s consent.    15.9 Choice of Law.  This Agreement shall be governed by and construed in   accordance with the laws of the State of Colorado without regard to the conflicts of law   provisions thereof.    15.10 Statute of Limitations.  The Executive and the Company hereby agree that there   shall be a three-year statute of limitations for the filing of any requests for arbitration or any   lawsuit relating to this Agreement or the terms or conditions of Executive’s employment by the   Company.  If such a claim is filed more than three years subsequent to the Executive’s last day of   employment it shall be precluded by this provision, regardless of whether or not the claim has   accrued at that time.    15.11 Right to Injunctive and Equitable Relief.  The Executive’s obligations under   Section 13 of this Agreement are of a special and unique character, which gives them a peculiar   value.  The Company cannot be reasonably or adequately compensated for damages in an action   at law in the event the Executive breaches such obligations.  Therefore, the Executive expressly   agrees that the Company shall be entitled to injunctive and other equitable relief without bond or   other security in the event of such breach in addition to any other rights or remedies which the   Company may possess or be entitled to pursue.  Furthermore, the obligations of the Executive   and the rights and remedies of the Company under Section 13 and this Section 15.11 are   cumulative and in addition to, and not in lieu of, any obligations, rights, or remedies as created     





 







13919885. 14   by applicable law.  The Executive agrees that the terms of this Section 15.11 shall survive the   term of this Agreement and the termination of the Executive’s employment.    15.12 Severability or Partial Invalidity.  The invalidity or unenforceability of any   provisions of this Agreement shall not affect the validity or enforceability of any other provision   of this Agreement, which shall remain in full force and effect.    15.13 Entire Agreement. This Agreement, along with Exhibit A attached hereto, the   Equity Incentive Agreements, and the Indemnification Agreement, constitute the entire   agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral   agreements, understandings, and negotiations between the Parties with respect to the subject   matter hereof and thereof.  This Agreement may not be changed orally and may only be modified   in writing signed by both Parties.  This Agreement, along with Exhibit A attached hereto, the   Equity Incentive Agreements, and the Indemnification Agreement, are intended by the Parties as   the final expression of their agreement with respect to such terms as are included herein and   therein and may not be contradicted by evidence of any prior or contemporaneous agreement.    The Parties further intend that this Agreement, along with Exhibit A attached hereto, the Equity   Incentive Agreements, and the Indemnification Agreement, constitute the complete and exclusive   statement of their terms and that no extrinsic evidence may be introduced in any judicial   proceeding involving such agreements.   15.14 Code Section 409A.  This Agreement is intended to comply with the provisions of   Section 409A of the Code.  The Parties intend that the benefits and payments provided under this   Agreement shall be exempt from, or comply with, the requirements of Section 409A of the   Code.  Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify   the Executive for any taxes or interest that may be assessed by the IRS pursuant to Section 409A   of the Code.       15.15 Counterparts.  This Agreement may be executed in any number of counterparts,   each of which when so executed shall be deemed an original but all of which together shall   constitute one and the same instrument.       * * * * *     





 







    





 







13919885. A-1   EXHIBIT A   TERMINATION, VOLUNTARY RELEASE AND WAIVER OF RIGHTS AGREEMENT         I, J. Thomas Wilson, freely enter into this Termination, Voluntary Release and Waiver of   Rights Agreement (the “Agreement”), unqualifiedly accept and agree to the relinquishment of my   title, responsibilities and obligations as  President and Chief Executive Officer of Magellan   Petroleum Corporation  (the “Company”), and concurrently and unconditionally agree to sever   my relationship as President and Chief Executive Officer of the Company, in consideration for the   voluntary payment to me by the Company of the benefits described in Section 9 of the   Employment Agreement, dated as of _____________2011, by and between me and the Company   (the “Employment Agreement”).    1. In exchange for this consideration, which I understand that the Company is not otherwise   obligated to provide to me, I voluntarily agree to waive and forego any and all claims, rights,   interests, covenants, contracts, warranties, promises, undertakings, actions, suits, causes of   action, obligations, debts, attorneys’ fees or other expenses, accounts, judgments, fines, fees,   losses and liabilities, of any kind, nature or description, in law (including all contract and tort   claims), equity or otherwise (collectively, “Claims”) that I may have against the Company as the   President and Chief Executive Officer of the Company beyond the rights set forth in the   Employment Agreement and to release the Company and their respective affiliates, subsidiaries,   officers, directors, employees, representatives, agents, successors and assigns (hereinafter   collectively referred to as “Releasees”) from any obligations any of them may owe to me in my   capacity as President and Chief Executive Officer of the Company except as set forth in my   Employment Agreement (and specifically not as a shareholder or director), accepting the   aforestated consideration as full settlement of any monies or obligations owed to me by   Releasees that may have arisen at any time prior to the date of my execution of this Agreement,   except as specifically provided below in the following paragraph number 2.    2. I do not waive, nor has the Company asked me to waive, any rights arising exclusively   under the Fair Labor Standards Act, except as such waiver may henceforth be made in a manner   provided by law.  I do not waive, nor has the Company asked me to waive, any vested benefits   that I may have or that I may have derived from the course of my employment with the   Company.  I understand that such vested benefits will be subject to and administered in   accordance with the established and usual terms governing same.  I do not waive any rights   which may in the future, after the execution of this Agreement, arise exclusively from a   substantial breach by the Company of a material obligation of the Company expressly   undertaken in consideration of my entering into this Agreement.   3. Except as set forth in paragraphs 2 and 9 hereof, I do fully, irrevocably and forever   waive, relinquish and agree to forego any and all Claims whatsoever, whether known or   unknown, in contract, tort or otherwise, that I may have or may hereafter have against the   Releasees or any of them arising out of or by reason of any cause, matter or thing whatsoever   arising out of my employment by the Company (other than as set forth in my Employment   Agreement) from the beginning of the world to the date hereof, including without limitation any     





 







13919885. A-2   and all matters relating to my employment with the Company and the cessation thereof and all   matters arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000 et seq., the   Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical   Leave Act of 1993, 29 U.S.C. § 2601 et seq., the Age Discrimination in Employment Act of   1967, 29 U.S.C. § 621 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C.   § 1001 et seq., all as amended, or under any other laws, ordinances, executive orders, regulations   or administrative or judicial case law arising under the statutory or common laws of the United   States, the State of Texas or any other applicable county or municipal ordinance.    4. As a material inducement to the Company to enter into this Agreement, I, the   undersigned, recognize that I may have been privy to certain confidential, proprietary and trade   secret information of the Company which, if known to third parties, could be used in a manner   that would reduce the value of the Company for its shareholders.  In order to reduce the risk of   that happening, I, the undersigned, agree that for a period of two (2) years after termination of   employment, I, the undersigned, will not, directly or indirectly, assist, or be part of or have any   involvement in, any effort to acquire control of the Company through the acquisition of its stock   or substantially all of its assets, without the prior consent of the Board of Directors of the   Company.  This provision shall not prevent the undersigned from owning up to not more than   five percent (5%) of the outstanding publicly traded stock of any company; exercising any   Company stock options in accordance with the terms and conditions of the Company’s 1998   Stock Incentive Plan, or retaining any shares of Company stock owned by me on the date hereof.    5. Acknowledgements.   (a) I further acknowledge pursuant to the Older Worker’s Benefit Protection Act (29   U.S.C. § 626(f)), I expressly agree that the following statements are true:    (i) The payment of the benefits described in Section 9 of the Employment Agreement   is in addition to the standard employee benefits and anything else of value which the Company   owes me in connection with my employment with the Company or the separation of   employment.    (ii) I have 21 days from date of receipt to consider and sign this agreement.  If I   choose to sign this Agreement before the end of the 21 day period, that decision is completely   voluntary and has not been forced on me by the Company.    (iii) I will have seven days after signing the Agreement in which to revoke it, and the   Agreement will not become effective or enforceable until the end of those seven days.    (iv) I am now being advised in writing to consult an attorney before signing this   Agreement.    (v) I acknowledge that I have been given sufficient time to freely consult with an   attorney or counselor of my own choosing and that I knowingly and voluntarily execute this   Agreement, after bargaining over the terms hereof, with knowledge of the consequences made   clear, and with the genuine intent to release claims without threats, duress, or coercion on the   part of the Company.  I do so understanding and acknowledging the significance of such waiver.     





 







13919885. A-3   6. Further, in view of the above-referenced consideration voluntarily provided to me by the   Company, after due deliberation, I agree to waive any right to further litigation or claim against   any or all of the Releasees except as specifically provided in paragraphs 2 and 9 hereof.  I hereby   agree to indemnify and hold harmless the Releasees and their respective agents or representatives   from and against any and all losses, costs, damages or expenses, including, without limitation,   attorneys fees incurred by said parties, or any of them, arising out of any breach of this Agreement   by me or by any person acting on my behalf, or the fact that any representation made herein by   the undersigned was false when made.    7. As a material inducement to the Company to enter into this Agreement, I, the   undersigned, understand and agree that if I should fail to comply with the conditions hereof or to   carry out my obligations under this Agreement, all amounts previously paid under this Agreement   shall be immediately forfeited to the Company and that the right or claim to further payments   and/or benefits hereunder would likewise be forfeited.    8. As a further material inducement to the Company to enter into this Agreement, the   undersigned provides as follows:     First.  No Claims.  I represent that I have not filed any complaints or charges against the   Company, or any of the Releasees relating to the relinquishment of my former titles and   responsibilities at the Company or the terms of my employment with the Company and that if any   agency or court assumes jurisdiction of any complaint or charge against the Company or any of   the Releasees on behalf of me concerning my employment with the Company, I understand and   agree that I have, by my knowing and willing execution of this Agreement, waived my rights to   any form of recovery or relief against the Company, or any of the Releasees, including but not   limited to, attorney’s fees; provided, however, that this provision shall not preclude the   undersigned from pursuing appropriate legal relief against the Company for redress of a   substantial breach of a material obligation of the Company expressly undertaken in consideration   of my entering into this Agreement.     Second.  No Admission.  I acknowledge and understand that the consideration for this   release shall not be in any way construed as an admission by the Company or any of the   Releasees of any improper acts or any improper employment decisions, and that the Company,   specifically disclaims any liability on the part of itself, the Releasees, and their respective agents,   employees, representatives, successors or assigns in this regard.     Third.  Binding Nature.  I acknowledge and agree that this Agreement shall be binding   upon me, upon the Company, and upon our respective administrators, representatives, executives,   successors, heirs and assigns and shall inure to the benefit of said parties and each of them.     Fourth.  Entire Agreement. I represent, understand and agree that this Agreement sets   forth the entire agreement between the Parties hereto, and fully supersedes any and all prior   agreements or understandings between the Parties pertaining to the subject matter hereof, except   for the provisions of Section 15 of the Employment Agreement, the terms of which retain their   full force and effect, and which are in no way limited or curtailed by this Agreement.     Fifth. Modification.  This Agreement may not be altered or changed except by an     





 







13919885. A-4   agreement in writing that has been properly executed by the Party against whom any waiver,   change, modification or discharge is sought.     Sixth. Severability.  All provisions and terms of this Agreement are severable.  The   invalidity or unenforceability of any particular provision(s) or term(s) of this Agreement shall not   affect the validity or enforceability of the other provisions and such other provisions shall be   enforceable in law or equity in all respects as if such particular invalid or unenforceable   provision(s) or term(s) were omitted.  Notwithstanding the foregoing, the language of all parts of   this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not   strictly for or against any of the Parties.     Seventh. No Disparagement.  I agree and promise that I will not make any public   statements which are disparaging or damaging to the reputation or business of the Company, its   subsidiaries, directors, officers or affiliates, and I will not make any oral or written statements or   reveal any information to any person, company, or agency which would interfere in any way with   the business relations between the Company or any of its subsidiaries or affiliates and any of their   customers, suppliers or vendors whether present or in the future; provided however, that   statements made in the course of sworn testimony in agency, administrative, judicial or arbitral   proceedings (including, without limitation, depositions in connection with such proceedings) or   otherwise as required by law shall not be subject to this section Seventh.      Eighth. Confidentiality.  The Company and the undersigned agree to refrain from   disclosing to third parties and to keep strictly confidential all details of this Agreement and any   and all information relating to its negotiation, except as necessary to each Party’s accountants or   attorneys.    9. Notwithstanding anything herein to the contrary, this release shall not affect, release or   terminate in any way the undersigned’s rights (i) to receive payments under the Employment   Agreement (ii) under the Indemnification Agreement entered by the Company and the   undersigned with respect to certain liabilities that the undersigned may incur as an officer of the   Company or (iii) under any option agreements and grants from the Company to the undersigned,   or any agreement between the undersigned and the Company relating to the undersigned’s rights   as an owner of stock or options in the Company.          * * * * *     





 







13919885. A-5   AFFIRMATION OF RELEASOR    I, J. Thomas Wilson, warrant that I am competent to execute this Termination, Voluntary   Release and Waiver of Rights Agreement and that I accept full responsibility thereof.     I, J. Thomas Wilson, warrant that I have had the opportunity to consult with an attorney of   my choosing with respect to this matter and the consequences of my executing this Termination,   Voluntary Release and Waiver of Rights Agreement.     I, J. Thomas Wilson, have read this Termination, Voluntary Release and Waiver of Rights   Agreement carefully and I fully understand its terms.  I execute this document voluntarily with   full and complete knowledge of its significance.        Executed this              day of _______, 20__ at                                                              .              J. Thomas Wilson          STATE OF_____________)         : ss.  ________  ________________ __, 2011      COUNTY OF ____________)        Subscribed and sworn to before me, a Notary Public in and for said County and State, this                day of                     , 20__ under the pains and penalties of perjury.              ________________________, , Notary Public           My Commission Expires:    County of Residence:      AGREED:     MAGELLAN PETROLEUM CORPORATION            By:            Name:         Title: