ex10_67.htm


    
      

    

    
      Exhibit 10.67

      


      


      FAR
EAST ENERGY CORPORATION

      


      AMENDED
AND RESTATED

      NONQUALIFIED
STOCK OPTION AGREEMENT

      


      Far East
Energy Corporation (the "Company") and John C. Mihm
("Optionee") hereby
agree to amend and restate the stock option agreement previously entered into
between the Company and Optionee on May 24, 2004, a copy of which is attached
hereto (the "Original Option
Agreement").

       

      


      


      General
Information

      


      
        
          	 
      	
                  Name:

                	
                  John
      C. Mihm

                
	 
      	 
      	 
      
	 
      	
                  Award
      Date:

                	
                  May
      24, 2004

                
	 
      	 
      	 
      
	 
      	
                  Options
      Subject to this Agreement

                	
                  400,000

                
	 
      	 
      	 
      
	 
      	
                  Exercise
      Price for the Options:

                	
                  $2.00

                
	 
      	 
      	 
      
	 
      	
                  Expiration
      Date:

                	
                  May
      24, 2014

                


        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      FAR
EAST ENERGY CORPORATION

      AMENDED
AND RESTATED

      NON-QUALIFIED
STOCK OPTION AGREEMENT

      


      THIS
AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of this 14th day of
January, 2009, by and between Far East Energy Corporation, a Nevada corporation
(the "Company"), and
John C. Mihm ("Optionee").

      


      WHEREAS,
the Company and Optionee previously entered into a Stock Option Agreement (the
"Original Option
Agreement") dated as of May 24, 2004 setting forth the grant of options
to purchase 400,000 shares of common stock of the Company, par value $0.001 per
share (the "Common
Stock");

      


      WHEREAS,
the Company and Optionee desire to extend expiration of the Exercise Period for
the Options under the Original Option Agreement from May 24, 2009 to May 24,
2014; and

      


      WHEREAS,
by executing this Agreement, the Company and Optionee desire to amend, replace
and supersede the Original Option Agreement.

      


      NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, and intending to be legally bound, it is agreed as
follows:

      


      
        	
                 
      

              	
                1.

              	
                Non-Qualified Stock
      Option to Purchase Shares.

              


      

      


      (a)           Number of Option Shares and
Option Price.  The Company granted to Optionee a non-qualified
stock option (the "Option"), to purchase up to
400,000 shares of the Company's Common Stock (the "Option Shares"), at an
exercise price of $2.00 per share ("Option Price").

      


      (b)           Exercise
Period.  The Option shall be exercisable, in whole or in part,
subject to the vesting schedule and other terms set forth in this Agreement,
until May 24, 2014 (the "Exercise
Period").

      


      (c)           Vesting
Schedule.  As of the date of this Agreement, the Option is
fully (100% vested).

      


      2.    
       Manner of Exercise and Terms
of Payment.  The Option may be exercised in whole or in part,
subject to the limitations set forth in this Agreement, upon delivery to the
Company of timely written notice of exercise, accompanied by full payment of the
Option Price for the Option Shares with respect to which the Option is
exercised.  The Option Price may be paid by delivering a certified
check or wire transfer of immediately available funds to the order of the
Company.  The person entitled to the shares so purchased shall be
treated for all purposes as the holder of such shares as of the close of
business on the date of exercise and certificates for the shares of stock so
purchased shall be delivered to the person so entitled within a reasonable time,
not exceeding thirty (30) days, after such exercise.

      


      3.           
 Rights as
Stockholder.  Optionee or a permitted transferee of the Option
shall have no rights as a stockholder of the Company with respect to any shares
of Common Stock subject to such Option prior to his or her exercise of the
Option.

      


      4.           
 Adjustment of
Purchase Price and Number of Shares.  The number and kind of
securities purchasable upon the exercise of this Option and the Option Price
shall be subject to adjustment from time to time, as provided in Schedule A
attached hereto.

      


      5.           
 Investment
Representation.  Optionee represents and warrants to the
Company that Optionee is acquiring this Option and the Option Shares for
Optionee's own account for the purpose of investment and not with a view toward
resale or other distribution thereof in violation of the Securities Act of 1933,
as amended ("1933
Act").  Optionee acknowledges that the effect of the
representations and warranties is that the economic risk of any investment in
the Option and Option Shares must be borne by the Optionee for
an


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      indefinite
period of time.  This representation and warranty shall be deemed to
be a continuing representation and warranty and shall be in full force and
effect upon such exercise of the Option granted hereby.

      


      6.           
 Exercisability.  The
Option shall be exercisable only by Optionee, subject to the terms herein,
during his lifetime or by his assigns, heirs, executors or administrators, as
the case may be.  The Option granted hereunder and the Option Shares
underlying the Option may only be assigned in compliance with Section 7 herein
and applicable securities laws.

      


      7.          
  Non-Transferability.  Optionee
recognizes that the Option Shares received pursuant to this Agreement will be
subject to various restrictions on sale and/or transfer, including but not
limited to, the restrictions imposed by Rule 144 under the 1933
Act.  Notwithstanding any rights that Optionee may possess under the
1933 Act and any applicable state securities laws, Optionee hereby agrees that
he or she shall not be entitled, and the Company shall be under no obligation,
to remove the resale restriction from this Option.  Optionee
additionally agrees that the Company is under no obligation to remove the resale
restriction from any number of Option Shares exceeding ten percent (10%) of the
average weekly trading volume in the Company's securities during the ninety (90)
days preceding the intended sale.

      


      
        	
                 
      

              	
                8.

              	
                Miscellaneous.

              


      

      


      (a)           Termination of Other
Agreements.  This Agreement sets forth the entire understanding
of the parties hereto with respect to the Option and Option Shares, and
supercedes all prior arrangements or understandings among the parties regarding
such matters.

      


      (b)         
  Notices.  Any
notices required hereunder shall be deemed to be given upon the earlier of the
date when received at, or (i) the third business day after the date when sent by
certified or registered mail, (ii) the next business day after the date sent by
guaranteed overnight courier, or (iii) the date sent by telecopier or delivered
by hand, in each case, to the addresses set forth below:

      


      
        	
                 
      

              	
                If
      to the Company:

              	
                Far
      East Energy Corporation

              


      

      363 N.
Sam Houston Parkway East

      Suite
380

      Houston,
TX 77060

      Attention:  Michael
R. McElwrath

      


      
        	
                 
      

              	
                With
      copies to:

              	
                Baker
      & McKenzie LLP

              


      

      2300
Trammell Crow Center

      2001 Ross
Avenue

      Dallas,
Texas 75201

      Attn: W.
Crews Lott

      


      
        	
                 
      

              	
                If
      to the Optionee:

              	
                John
      C. Mihm

              


      

      1824
Glynnwood Dr.

      Bartlesville,
OK 74006

      


      or to
such other addresses as the parties may specify in writing.

      


      (c)           Amendments and
Waivers.  The provisions of this Agreement may be amended or
terminated unless in a writing signed by the Optionee and the
Company.

      


      (d)           Binding
Effect.  This Agreement will bind and inure to the benefit of
the respective successors (including any successor resulting from a merger or
similar reorganization), assigns, heirs, and personal representatives of the
parties hereto.

      


      (e)           Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas.  Venue
shall lie only in the State and Federal


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Courts in
and for the County of Harris, Texas as to all disputes arising under this
Agreement, and such venue is hereby consented to by the parties
hereto.

      


      (f)           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
considered to be an original instrument and to be effective as of the date first
written above.  Each such copy shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.

      


      (g)           Interpretation.  Unless
the context of this Agreement clearly requires otherwise, (a) references to
the plural include the singular, the singular the plural, the part the whole,
(b) references to one gender include all genders, (c) "or" has the
inclusive meaning frequently identified with the phrase "and/or" and (d)
"including" has the inclusive meaning frequently identified with the phrase "but
not limited to."  The section and other headings contained in this
Agreement are for reference purposes only and shall not control or affect the
construction of the Agreement or the interpretation thereof in any
respect.

      


      IN
WITNESS WHEREOF, the undersigned have executed, or have caused this Agreement to
be executed, as of the day and year first above written.

      


      
        
          
            	
                    FAR
      EAST ENERGY CORPORATION

                  	
                    OPTIONEE

                  
	 
      	 
      
	 
      	 
      
	
                    /s/ Michael R. McElwrath

                  	
                    /s/ John C. Mihm

                  
	
                    Michael
      R. McElwrath

                  	
                    John
      C. Mihm

                  
	
                    Chief
      Executive Officer

                  	 
      


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
A

      


      Adjustment of Purchase Price
and Number of Shares

      


      1.            
Adjustment.  The
number and kind of securities purchasable upon the exercise of this Option and
the Option Price shall be subject to adjustment from time to time upon the
happening of certain events as follows:

      


      (a)           Reclassification,
Consolidation or Merger.  At any time while this Option remains
outstanding and unexpired, in case of (i) any reclassification or change of
outstanding securities issuable upon exercise of this Option (other than a
change in par value, or from par value to no par value per share, or from no par
value per share to par value or as a result of a subdivision or combination of
outstanding securities issuable upon the exercise of this Option), (ii) any
consolidation or merger of the Company with or into another corporation (other
than a merger with another corporation in which the Company is a continuing
corporation and which does not result in any reclassification or change, other
than a change in par value, or from par value to no par value per share, or from
no par value per share to par value, or as a result of a subdivision or
combination of outstanding securities issuable upon the exercise of this
Option), or (iii) any sale or transfer to another corporation of the property of
the Company as an entirety or substantially as an entirety, the Company, or such
successor or purchasing corporation, as the case may be, shall without payment
of any additional consideration therefor, execute a new Option providing that
the holder of this Option shall have the right to exercise such new Option (upon
terms not less favorable to the holder than those then applicable to this
Option) and to receive upon such exercise, in lieu of each share of Common Stock
theretofore issuable upon exercise of this Option, the kind and amount of shares
of stock, other securities, money or property receivable upon such
reclassification, change, consolidation, merger, sale or
transfer.  Such new Option shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 1 of Schedule A.  The provisions of this subsection 1(a)
shall similarly apply to successive reclassifications, changes, consolidations,
mergers, sales and transfers.

      


      (b)           Subdivision or Combination
of Shares.  If the Company at any time while this Option
remains outstanding and unexpired, shall subdivide or combine its capital stock,
the Option Price shall be proportionately reduced, in case of subdivision of
such shares, as of the effective date of such subdivision, or, if the Company
shall take a record of holders of its capital stock for the purpose of so
subdividing, as of such record date, whichever is earlier, or shall be
proportionately increased, in the case of combination of such shares, as of the
effective date of such combination, or, if the Company shall take a record of
holders of its capital stock for the purpose of so combining, as of such record
date, whichever is earlier.

      


      (c)           Stock
Dividends.  If the Company at any time while this Option is
outstanding and unexpired shall pay a dividend in shares of, or make other
distribution of shares of, its capital stock, then the Option Price shall be
adjusted, as of the date the Company shall take a record of the holders of its
capital stock for the purpose of receiving such dividend or other distribution
(or if no such record is taken, as at the date of such payment or other
distribution), to that price determined by multiplying the Option Price in
effect immediately prior to such payment or other distribution by a fraction (a)
the numerator of which shall be the total number of shares of capital stock
outstanding immediately prior to such dividend or distribution, and (b) the
denominator of which shall be the total number of shares of capital stock
outstanding immediately after such dividend or distribution.  The
provisions of this subsection 1(c) shall not apply under any of the
circumstances for which an adjustment is provided in subsection 1(a) or
1(b).

      


      (d)           Liquidating Dividends,
Etc.  If the Company at any time while this Option is
outstanding and unexpired makes a distribution of its assets to the holders of
its capital stock as a dividend in liquidation or by way of return of capital or
other than as a dividend payable out of earnings or surplus legally available
for dividends under applicable law or any distribution to such holders made in
respect of the sale of all or substantially all of the Company's assets (other
than under the circumstances provided for in the foregoing subsections (a)
through (c)), the holder of this Option shall be entitled to receive upon the
exercise hereof, in addition to the shares of Common Stock receivable upon such
exercise, and without payment of any consideration other than the Option Price,
an amount in cash equal to the value of such distribution per share of Common
Stock multiplied by the number of shares of Common Stock which, on the record
date


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      for such
distribution, are issuable upon exercise of this Option (with no further
adjustment being made following any event which causes a subsequent adjustment
in the number of shares of Common Stock issuable upon the exercise hereof), and
an appropriate provision therefor should be made a part of any such
distribution.  The value of a distribution which is paid in other than
cash shall be determined in good faith by the Board of Directors.

      


      2.         
  Notice of
Adjustments.  Whenever any of the Option Price or the number of
shares of Common Stock purchasable under the terms of this Option at that Option
Price shall be adjusted pursuant to Section 1 hereof, the Company shall promptly
make a certificate signed by its President or a Vice President and by its
Treasurer or Assistant Treasurer or its Secretary or Assistant Secretary,
setting forth in reasonable detail the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Company's Board of Directors
made any determination hereunder), and the Option Price and number of shares of
Common Stock purchasable at that Option Price after giving effect to such
adjustment, and shall promptly cause copies of such certificate to be mailed (by
first class and postage prepaid ) to the registered holder of this
Option.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      NOTICE
OF EXERCISE

      


      (To be
signed only upon exercise of Option)

      


      TO:  Far
East Energy Corporation

      


      The
undersigned, the owner of Option to purchase ___________ shares of common stock,
par value $0.001 per share, of Far East Energy Corporation, a Nevada corporation
(the "Company"), hereby
irrevocably elects to exercise such Option and herewith pays for the shares by
giving the Company a personal check or wire transfer in the amount of the Option
Price as specified in the Option.  The undersigned requests that the
certificates for such shares be delivered to them according to instructions
indicated below.

      


      DATED
this ___ day of _____________ 20___.

      


      


      


      
        
          
            
              	 
      	
                      By:

                    	 
      
	 
      	 
      	 
      


            

          

        

      

      


      Instructions
for delivery: