ex10_63.htm


    
      

    

    Exhibit 10.63

    
      


      


      FIRST
AMENDMENT TO

       

      NON-QUALIFIED
STOCK OPTION AGREEMENT

       

      This
First Amendment to Non-Qualified Stock Option Agreement (this "Amendment") is
entered this 19th day of
December, 2008 (the "Effective Date"), by
and between Far East Energy Corporation, a Nevada corporation (the "Company"), and
Michael R. McElwrath (the "Option
Holder").

       

       

      RECITALS

       

      WHEREAS,
the Company and the Option Holder entered into that certain Non-Qualified Stock
Option Agreement dated February 2, 2006 (the "Existing Agreement");
and

       

      WHEREAS,
the Company and the Option Holder 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
8.  The first sentence of Section 8 is hereby amended
and restated in its entirety to read as follows:

      


       

      "Upon a
Termination of Service for any reason (other than death or Disability), the
unexercised Option may thereafter be exercised during the period ending 90 days
after the date of such Termination of Service, subject to any earlier
termination of the Option as provided herein, but only to the extent to which
the Option was vested and exercisable at the time of such termination of
Service."

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      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  Except as expressly modified and superseded by this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 Option Holder 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 Option Holder, enforceable against the
Company and the Option Holder 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 Option Holder 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 the Option Holder has placed this
signature hereon, effective as of the latest date below.

      


      FAR
EAST ENERGY CORPORATION

      


      


      


      


      
        
          
            
              	
                      By:  
      /s/ Andrew
      Lai

                    	
                      Date:  December
      19, 2008

                    
	
                      Name:  Andrew
      Lai

                    	 
      
	
                      Title: Chief
      Financial Officer

                    	 
      
	 
      	 
      
	
                      OPTION
      HOLDER:

                    	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                      /s/ Michael R. McElwrath

                    	
                      Date:  December
      19, 2008

                    
	
                      Michael
      R. McElwrath