ex10_56.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    

      Exhibit
10.56

       

      FAR
EAST ENERGY CORPORATION

       

      RESTRICTED
STOCK AGREEMENT

       

      FOR GOOD
AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Far East
Energy Corporation (the "Company"), a Nevada
corporation, hereby grants to Thomas E. Williams, an employee (the "Holder"), shares of
the common stock, $0.001 par value per share, of the Company ("Shares"), which are
subject to certain restrictions and to a risk of forfeiture upon the terms set
forth in this restricted stock agreement (this "Agreement"):

       

      WHEREAS,
the Holder has been granted the following award (the "Award") in connection
with his or her retention as an employee and as compensation for services
rendered;

       

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

       

      1.    Grant. The Holder is
hereby granted 28,125 Shares, subject to certain restrictions and a risk of
forfeiture (the "Restricted
Shares").  The Restricted Shares are granted as of December 27,
2007 (the "Date of
Grant").

       

      2.    Vesting of Award.
Subject to Sections
3 and 8
below and the other terms and conditions of this Agreement, the Restricted
Shares shall vest on the first to occur of (i) the date the Holder experiences a
Termination of Service without "cause" (as such term is defined by the Committee
(as defined below) in its sole discretion), (ii) the date of a Change in
Control, as defined in Section 8, or (iii)
May 1, 2008.  Notwithstanding the foregoing to the contrary, no Shares
shall vest for any reason prior to January 1, 2008.

       

      3.    Effect of Termination of
Service; Forfeiture of Unvested Shares.  Subject to Section 8 below and
the other terms and conditions of this Agreement, notwithstanding Section 2 above, upon
a Termination of Service (as defined below) for any reason prior to the vesting
of the Restricted Shares, the unvested Restricted Shares shall be immediately
forfeited.  For purposes of this Agreement, "Termination of
Service" shall mean a Holder's termination of service with the Company,
its Subsidiaries (as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code") or any
successor section thereto) and Affiliates (as defined below). A Termination of
Service of an employee or director of the Company or any Subsidiary shall not be
deemed to have occurred in the case of sick leave, military leave or any other
leave of absence, in each case approved by the Compensation Committee of the
Board of Directors of the Company (or if there is no such committee, then the
Board of Directors of the Company) (the "Committee"), or in
the case of transfers between locations of the Company or its Subsidiaries. For
purposes of this Agreement, "Affiliate" shall mean any entity (i) 20% or more
the voting equity of which is owned or controlled directly or indirectly by the
Company, or (ii) that had been a business, division or subsidiary of the
Company, the equity of which has been distributed to the Company's stockholders,
even if the Company thereafter owns less than 20% of the voting
equity.

       

      4.    Certificates. Each
certificate representing the Restricted Shares (the "Restricted
Certificate") shall be dated the Date of Grant, registered in the
Holder's name, and bear an appropriate legend referring to the terms, conditions
and restrictions applicable to the Restricted Shares (the "Restrictive
Legend").  Until the Restricted Shares represented by the
Restricted Certificate have vested, the Restricted Certificate must remain in
the physical possession of the Company.  Upon the vesting of the
Restricted Shares pursuant to Sections 2 or 8 of this Agreement,
the Restrictive Legend shall be removed and the certificate representing vested
Shares may be delivered to the Holder.

       

      5.    Rights of a
Shareholder. The Holder shall have all of the rights of a shareholder
including, without limitation, the right to vote Restricted Shares and the right
to receive dividends thereon.  Any Shares received as a dividend on
the Restricted Shares or in connection with a stock split of the Restricted
Shares will be subject to the same restrictions as the Restricted
Shares.

       

      6.    Nontransferability.  Prior
to the vesting of the Restricted Shares, this Award, or any interest therein,
shall not be transferable by the Holder except by will or the laws of descent
and distribution.

       

      7.    Transfer of
Shares.  The vested Shares delivered hereunder, or any interest
therein, may be sold, assigned, pledged, hypothecated, encumbered, or
transferred or disposed of in any other manner, in whole or in part, only in
compliance with the terms, conditions and restrictions as set forth in the
governing instruments of the Company, applicable United States federal and state
securities laws or any other applicable laws or regulations and the terms and
conditions this Agreement.

       

      8.    Effect of Change of
Control.  Subject to the terms of this Section 8 and the
other terms of this Agreement, if, on or before the date ending twenty-four (24)
months following the occurrence of a Change of Control (as defined below), there
is Termination of Service of the Holder for any reason (other than for cause as
determined by the Committee in its good faith reasonable judgment), then the
Restricted Shares shall become immediately vested in full and all restrictions
of transfer shall terminate on the date of such Termination of Service; provided
that prior to the occurrence of a Change of Control, the Committee, in its sole
discretion and without consent of the Holder, may determine that the unvested
Restricted Shares shall vest and the restrictions relating to transfer shall
terminate effective upon the occurrence of a Change of Control.

       

       

      For
purposes of this Agreement, "Change in Control"
shall mean the occurrence of any of the following events:

       

       

      (i) any
Person (as used for purposes of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (or any successor rule thereto)) becomes the
Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (or any successor rule thereto)), directly or indirectly, of
more than forty percent (40%) of the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or
(B) any acquisition by an entity pursuant to a reorganization, merger or
consolidation, unless such reorganization, merger or consolidation constitutes a
Change of Control under clause (ii) of this Section 8;

       

       

      (ii) the
consummation of a reorganization, merger or consolidation, unless following such
reorganization, merger or consolidation sixty percent (60%) or more of the
combined voting power of the then-outstanding voting securities of the entity
resulting from such reorganization, merger or consolidation entitled to vote
generally in the election of directors is then Beneficially Owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the Beneficial Owners, respectively, of the Outstanding Company Voting
Securities immediately prior to such reorganization, merger or
consolidation;

       

       

      (iii) the
(A) approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company or (B) sale or other disposition (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company and its Subsidiaries, unless the successor entity
existing immediately after such sale or disposition is then Beneficially Owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the Beneficial Owners, respectively, of the Outstanding
Company Voting Securities immediately prior to such sale or
disposition;

       

       

      (iv) during
any period of twenty-four months, individuals who at the beginning of such
period constitute the Board of Directors of the Company (the "Board"), and any new
director (other than (A) a director nominated by a Person who has entered
into an agreement with the Company to effect a transaction described in clauses
(i), (ii) or (iii) of this Section 8, (B) a
director whose initial assumption of office occurs as a result of either an
actual or threatened election contest subject to Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (or any successor rule thereto), or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board or (C) a director designated by any Person who is the Beneficial
Owner, directly or indirectly, of securities of the Company representing 10% or
more of the Outstanding Company Voting Securities) whose election by the Board
or nomination for election by the Company's stockholders was approved in advance
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof; or

       

       

      (v) the
Board adopts a resolution to the effect that, for purposes hereof, a Change of
Control has occurred.

       

      9.    Lock Up
Agreement.  The Holder agrees that upon request of the Company
or the underwriters managing any underwritten offering of the Company's
securities, the Holder shall agree in writing that for a period of time (not to
exceed 180 days) from the effective date of any registration of securities of
the Company, the Holder will not sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Restricted Shares that
may vest during such period of time, without the prior written consent of the
Company or such underwriters, as the case may be.

       

      10.    Expenses of Issuance of
Shares.  The issuance of stock certificates representing the
Shares, in whole or in part, shall be without charge to the
Holder.  The Company shall pay, and indemnify the Holder from and
against any issuance, stamp or documentary taxes (other than transfer taxes) or
charges imposed by any governmental body, agency or official (other than income
taxes) or by reason of the issuance of shares hereunder.

       

      11.    Withholding.  Prior
to the vesting of the Restricted Shares, the Holder shall pay to the Company or
make arrangements satisfactory to the Committee regarding payment of any
federal, state or local taxes of any kind required by law to be withheld upon
the vesting of the Restricted Shares and the Company shall, to the extent
permitted or required by law, have the right to deduct from any payment of any
kind otherwise due to the Holder, federal, state and local taxes of any kind
required by law to be withheld upon the vesting of the Restricted Shares;
provided however, that the Holder shall have the right, but not the obligation,
to satisfy any federal, state or local taxes of any kind required by law to be
withheld upon the vesting of the Restricted Shares by the withholding by the
Company of such number of Shares as have an aggregate Fair Market Value (as
defined below) on the date of vesting equal to the amount of any federal, state
or local taxes of any kind required by law to be withheld.  For
purposes of this Agreement, "Fair Market Value"
shall mean, on a given date, the arithmetic mean of the high and low prices of
the Shares as reported on such date on the Composite Tape of the principal
national securities exchange on which such Shares are listed or admitted to
trading, or, if no Composite Tape exists for such national securities exchange
on such date, then on the principal national securities exchange on which such
Shares are listed or admitted to trading, or, if the Shares are not listed or
admitted on a national securities exchange, the arithmetic mean of the per Share
closing bid price and per Share closing asked price on such date as quoted on
the National Association of Securities Dealers Automated Quotation System (or
such market in which such prices are regularly quoted), or, if there is no
market on which the Shares are regularly quoted, the Fair Market Value shall be
the value established by the Committee in good faith. If no sale of Shares shall
have been reported on such Composite Tape or such national securities exchange
on such date or quoted on the National Association of Securities Dealers
Automated Quotation System on such date, then the immediately preceding date on
which sales of the Shares have been so reported or quoted shall be
used.

       

      12.    References.
References herein to rights and obligations of the Holder shall apply, where
appropriate, to the Holder's legal representative or estate without regard to
whether specific reference to such legal representative or estate is contained
in a particular provision of this Agreement.

       

      13.    No Right to Continued
Employment of Service.  The Award made under this Agreement
shall not impose any obligation on the Company, its Subsidiaries or its
Affiliates to continue the service of the Holder or lessen the Company's,
Subsidiary's or Affiliate's right to terminate the service of the
Holder.

       

      14.    Not Compensation for Benefit
Plans.  This Agreement shall not be deemed salary or
compensation for the purpose of computing benefits under any benefit plan or
other arrangement of the Company for the benefit of its employees or directors
unless the Company shall determine otherwise.

       

      15.    Severability.  The
provisions of this Agreement shall be deemed severable, and the invalidity or
unenforceability of any one or more of the provisions hereof shall not affect
the validity and enforceability of the other provisions hereof.  The
Holder agrees that the breach or alleged breach by the Company of (i) any
covenant contained in another agreement (if any) between the Company and the
Holder or (ii) any obligation owed to the Holder by the Company, shall not
affect the validity or enforceability of the covenants and agreements of the
Holder set forth herein.

       

      16.    Notices.  Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or by
courier, or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the party concerned at the address
indicated below or to such changed address as such party may subsequently by
similar process give notice of:

       

      If to the
Company:

       

      Far East
Energy Corporation

      363 N.
Sam Houston Parkway East, Suite 380

      Houston,
Texas 77060

      Attn.:
Secretary

      


      If to the
Holder:

       

      Thomas E.
Williams

      c/o Far
East Energy Corporation

      363 N.
Sam Houston Parkway East,
Suite 380

      Houston,
Texas 77060

       

      17.    Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas applicable to contracts made and
to be performed in the State of Texas without regard to conflict of laws
principles.

       

      18.    Entire
Agreement.  This Agreement and any employment agreement with
the Holder constitute the entire agreement among the parties relating to the
subject matter hereof, and any previous agreement or understanding among the
parties with respect thereto is superseded by this Agreement provided however
that it shall not be deemed to amend or modify any of the terms and conditions
of any employment agreement with the Holder.

       

      19.    Modifications.  No
change or modification, other than adjustment of the exercise or purchase price
or the number of shares of common stock purchasable pursuant to this Agreement,
of this Agreement shall be valid unless the same is in writing and signed by the
parties hereto; provided, however that the Holder hereby covenants and agrees to
execute any amendment of this Agreement which shall be required or desirable (in
the opinion of the Company or its counsel) in order to comply with any rule or
regulation promulgated or proposed under the Code.

       

      20.    Counterparts.  This
Agreement may be executed in two counterparts, each of which shall constitute
one and the same instrument.

       

      21.    Conflict.  To
the extent the provisions of this Agreement conflicts with the terms and
conditions of any written agreement between the Company and the Holder, the
terms and conditions of such agreement shall control.  In furtherance
of and without limiting the foregoing, in the event of any conflict between the
provisions hereof and the provisions of any employment agreement with the Holder
with respect to the vesting of the Restricted Shares granted hereunder or the
effect of a Change in Control or the vesting of the Restricted Shares upon or
following a Change in Control, the provisions of such employment agreement shall
apply.

       

      [Signature page
follows]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the Date of Grant.

       

    

     

    
      
        	
                FAR
      EAST ENERGY CORPORATION

              
	 
      	 
      
	 
      	 
      
	
                By:

              	
                /s/
      Michael R. McElwrath

              
	
                Name:

              	
                Michael
      R. McElwrath

              
	
                Title:

              	
                President
      and Chief Executive Officer

              
	 
      	 
      
	 
      	 
      
	
                HOLDER

              	 
      
	 
      	 
      
	
                /s/
      Thomas E. Williams

              
	
                Thomas
      E. Williams