ex10_72.htm


    
      

    

    
      Exhibit 10.72

      


      


      


      FOURTH
AMENDMENT TO

       

      AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

       

      This
Fourth Amendment to Amended and Restated Employment 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 "Executive").

       

       

      RECITALS

       

      WHEREAS,
the Company and the Executive entered into that certain Amended and Restated
Employment Agreement dated effective December 23, 2004 (as amended, the "Existing Agreement");
and

       

      WHEREAS,
the Company and the Executive 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.  Second paragraph of the
Agreement.  The following paragraph is hereby inserted
immediately following the first paragraph of the Agreement and immediately
preceding the first WHEREAS clause to read in its entirety as
follows:

      


      "The
Company intends that this Agreement, as amended, applies solely to compensation
that is considered deferred compensation within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code") to the extent it is
earned or vested on or after January 1, 2005, including any earnings thereon,
and only for such compensation that was not paid or distributed prior to
December 31, 2008."


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Section
2.02.  Paragraph following Section
6(a)(iii).  The sentence immediately following Section
6(a)(iii) of the Existing Agreement is hereby amended and restated to read in
its entirety as follows:

       

      "Within
three years following Executive's termination of employment, subject to any
earlier termination of the option as provided by its terms, Executive or
Executive's estate, heirs, executors, administrators, or personal or legal
representatives, as the case may be, shall be entitled to exercise all options
granted to him that are vested and exercisable pursuant to this Agreement or
otherwise and all such options not exercised within such three year period shall
be forfeited."

      


      Section
2.03.  Paragraph following Section
6(c)(v).  The third sentence of the paragraph immediately
following Section 6(c)(v) of the Existing Agreement is hereby amended and
restated to read in its entirety as follows:

       

      "Within
three years following Executive's termination of employment, subject to any
earlier termination of the option as provided by its terms, Executive or
Executive's estate, heirs, executors, administrators, or personal or legal
representatives, as the case may be, shall be entitled to exercise all options
granted to him that are vested and exercisable pursuant to this Agreement or
otherwise and all such options not exercised within such three year period shall
be forfeited."

      


      Section
2.04                                Section
9(c).  The following sentence is hereby added to the end of
Section 9(c):

      


      "Any
payments made pursuant to this Section 9 shall be made in accordance with Treas.
Reg. Section 1.409A-3(i)(1)(v)."

      


      Section
2.05.  Section
13(d).   The following new Section 13(d) is hereby added
to read in its entirety as follows:

      


      "(d)  Any
disputes subject to this Section 13 that relate to compensation that is
considered deferred compensation within the meaning of Section 409A of the Code
shall be initiated, and payments of such deferred compensation shall be made, in
accordance with Treas. Reg. Section 1.409A-3(g)."

      


      


      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 Executive 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 Executive, enforceable
against the Company and the Executive 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 Executive 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 Executive 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

                          	 	 
      
	 
      	 	 
      
	
                            EXECUTIVE:

                          	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                            /s/ Michael R. McElwrath

                          	 	
                            Date:  December
      19, 2008

                          
	
                            Michael
      R. McElwrath