ex10_69.htm


    
      

    

    Exhibit
10.69

    


    


    FIRST
AMENDMENT TO

     

    EMPLOYMENT
AGREEMENT

     

    This
First Amendment to Employment Agreement (this "Amendment") is
entered this 19th day of
December, 2008 (the "Effective Date"), by
and between Far East Energy (Bermuda), Ltd., a Bermuda exempted limited
liability company (the "Company") and a
wholly-owned subsidiary of Far East Energy Corporation, a Nevada corporation,
and Phil Christian (the "Employee").

     

     

    RECITALS

     

    WHEREAS,
the Company and the Employee entered into that certain Employment Agreement
dated effective March 12, 2008 (the "Existing Agreement");
and

     

    WHEREAS,
the Company and the Employee desire to amend the Existing Agreement on the terms
herein provided.

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements
of the parties herein contained, the parties hereto agree as
follows:

     

    ARTICLE
I

     

    Definitions

     

    Section
1.01. Capitalized terms used in this Amendment that are not defined herein
shall have the meanings ascribed thereto by the Existing Agreement.

     

    ARTICLE
II

     

    Amendments

    


    Section
2.01.  Section
3(c).  The fifth sentence of Section 3(c) is hereby
amended and restated in its entirety to read as follows:

     

    "The
Company intends that all such payments shall be made no later than December
31st
of the calendar year beginning after the calendar year in which the Employee's
taxes are remitted to the Internal Revenue Service; however, the timing of the
actual payment is dependent upon the Employee's prompt provision of all relevant
data and documentation that is reasonably necessary to compute the final
hypothetical tax; provided, however, that all payments shall be completed within
the time period required by Treas. Reg. §1.409A-1(b)(8)(iii)."


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
2.02.  Section
8(f).  Section 8(f) is hereby amended and restated in its
entirety to read as follows:

     

    "(f)  In
order to receive the payments set forth in this Section 8, Employee must first
execute a separation agreement and release of claims (other than the benefits
under this Section 8) in a form suitable to the Company; provided, however, that
Company shall provide the Employee with such form on a timely basis so that the
Employee is able to provide the Company with the executed separation agreement
and release of claims to ensure that payments made pursuant to Section 8(a)
hereto are made within the 'short term deferral period' within the meaning of
Section 409A of the Code and the Treasury Regulations promulgated
thereunder."

    


    


    ARTICLE
III

     

    Miscellaneous

     

    Section
3.01. Ratifications.  The
terms and provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Existing
Agreement.  Except as expressly modified and superseded by this
Amendment, the Company and the Employee each hereby (a) ratifies and confirms
the Existing Agreement, (b) agrees that the same shall continue in full force
and effect, and (c) agrees that the same are the legal, valid and binding
obligations of the Company and the Employee, enforceable against the Company and
the Employee in accordance with its respective terms.

     

    Section
3.02. Severability.  If,
for any reason, any provision of this Amendment is held invalid, illegal or
unenforceable such invalidity, illegality or unenforceability shall not affect
any other provision of this Amendment not held so invalid, illegal or
unenforceable, and each such other provision shall, to the full extent
consistent with law, continue in full force and effect.  In addition,
if any provision of  this Amendment shall be held invalid, illegal or
unenforceable in part, such invalidity, illegality or unenforceability shall in
no way affect the rest of such provision not held so invalid, illegal or
unenforceable and the rest of such provision, together with all other provisions
of this Amendment, shall, to the full extent consistent with law, continue in
full force and effect.  If any provision or part thereof shall be held
invalid, illegal or unenforceable, to the fullest extent permitted by law, a
provision or part thereof shall be substituted therefor that is valid, legal and
enforceable.

     

    Section
3.03. Headings.  The
headings of Sections are included solely for convenience of reference and shall
not control the meaning or interpretation of any of the provisions of this
Amendment.

     

    Section
3.04. Governing
Law.  This Amendment shall be governed by the laws of Texas,
without giving effect to any principles of conflicts of law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
3.05. Withholding.  All
amounts paid pursuant to the Existing Agreement and this Amendment shall be
subject to withholding for taxes (federal, state, local or otherwise) to the
extent required by applicable law.

     

    Section
3.06. Counterparts.  This
Amendment may be executed in counterparts, each of which, when taken together,
shall constitute one original agreement.

     

    Section
3.07. Waiver.  No
term or condition of the Existing Agreement or this Amendment shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Amendment or the Existing Agreement except by written
instrument of the party charged with such waiver or estoppel.  No such
written waiver shall be deemed a continuing waiver unless specifically stated
therein, and each such waiver shall operate only as to the specific term or
condition waived and shall not constitute a waiver of such term or condition for
the future or as to any act other than that specifically waived.

     

    Section
3.08. Entire
Agreement.  The Existing Agreement and this Amendment,
together, contain the entire understanding between the parties hereto regarding
the subjects thereof except that this Amendment shall not affect or operate to
reduce any benefit or compensation inuring to Employee of a kind elsewhere
provided and not expressly provided for in the Existing Agreement or this
Amendment.

     

    IN
WITNESS WHEREOF, the Company has caused its duly authorized officer or director
to execute and attest to this Amendment, and Employee has placed this signature
hereon, effective as of the latest date below.

     

    FAR
EAST ENERGY (BERMUDA), LTD

    


    


    
      
        
          
            
              	
                      By:

                    	
                      /s/ Michael R. McElwrath

                    	
                      Date:  December
      19, 2008

                    
	
                      Name:

                    	
                      Michael
      R. McElwrath

                    	 
      
	
                      Title:

                    	
                      Chief
      Executive Officer

                    	 
      


            

          

        

      

    

     

    EMPLOYEE:

    


    


    
      
        	
                /s/ Phil Christian

              	 
      	
                Date:  December
      19, 2008

              
	
                Phil
      Christian