Exhibit 10.1


 




EMPLOYMENT AGREEMENT


  


THIS EMPLOYMENT
AGREEMENT (“Agreement”) is entered into as of March 1st 2019 (the “Effective Date”),
by and between Samson Oil and Gas USA, Inc., a Colorado corporation (“Company”), and Janna Blanter (“Employee”).


 


Recitals


 


WHEREAS,
Company and Employee which to enter into an Employment Agreement to which Employee is employed as Vice President-Finance and Chief
Financial Officer of Company and of Company’s parent, Samson Oil & Gas Limited (“Parent”);


 


WHEREAS,
Employee is willing to make her services available to Company and Parent, on the terms and conditions hereinafter set forth. All
references herein to dollars or $ are to United States dollars.


 


WHEREAS,
Company is offering a part time position (50%) for the initial term to December 31st 2019, after which by mutual agreement
the position will transition to a full time position for a term until December 31st 2021.


 


Agreement


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants set forth herein, the Parties agree that the Original Agreement is hereby
amended and restated in its entirety, effective as of the Effective Date, as follows:


 


1. Employment.


 


1.1Employment
and Term. Company hereby agrees to employ Employee and Employee hereby agrees to serve Company, on a part time basis the terms
and conditions set forth herein, for the period commencing on the Effective Date and continuing through December 31, 2019, unless
sooner terminated in accordance with the terms and conditions hereof (the “Term”). The Term will be extended
by mutual agreement until as a full time position until December 31st 2021 unless the parties agree otherwise in writing.
If Employee continues to be employed after the end of the Term, she will be an at will employee without the benefit of any of the
terms of this Agreement.


 


1.2Duties
of Employee. Employee shall serve as the Vice President-Finance and Chief Financial Officer of Company and Parent, and shall
have and exercise general responsibility for the accounting and financial management of Company and Parent. Employee shall report
to the Chief Executive Officer and Managing Director of Company and Parent and to the Board of Directors of Parent (the “Board”).
Employee shall also have such other powers and duties as the Board may from time to time delegate to her provided that such duties
are consistent with her position. Employee shall devote substantially all her working time and attention to the business and affairs
of Company and Parent (excluding any vacation and sick leave to which Employee is entitled), render such services to the best of
her ability, and use her best efforts to promote the interests of Company and Parent. So long as such activities do not interfere
with the performance of Employee’s responsibilities as an employee of Company in accordance with this Agreement, it shall
not be a violation of this Agreement for Employee to: (i) serve on corporate, civic or charitable boards or committees; (ii) deliver
lectures or fulfill speaking engagements; (iii) manage personal investments; or (iv) participate in continuing education seminars
or similar activities relevant to her duties and responsibilities for Company.


 






     


     


    

 


1.3Place
of Performance. In connection with her employment by Company, Employee shall be based at Company’s offices in Colorado
or another mutually agreed location, except for travel necessary in connection with Company’s business.


 


2. Compensation.


 


2.1Total
Salary. Employee shall receive total annual compensation in an amount set by the Board from time to time throughout the Term
(the “Total Salary”). The Total Salary will be accrued on a daily basis and payable in installments consistent
with Company’s normal payroll schedule, subject to applicable withholding and other taxes. As of the Effective Date, Employee’s
Total Salary is $120,000, whilst the employment is on a part time basis. In the event that the position transitioned to a full
time position by mutual agreement ether as at December 31st 2019 or early The Total salary will be $240,000.


 


Employee’s
Total Salary may be increased during the Term, but shall not be decreased without Employee’s written consent provided, however,
that Employee’s Total Salary may be reduced without Employee’s consent by the same proportion as other Company employees
if and to the extent that the Board imposes a Company-wide reduction in salary on substantially all of Company’s employees.


 


2.2Incentive
Compensation. In addition to and not as a substitute for Employee’s Total Salary, Employee shall be eligible for an annual
bonus, as determined by the Board in its sole discretion no later than July 15 of each calendar year. While the Board retains the
discretion to grant a larger bonus or no bonus at all, the targeted maximum for this discretionary annual bonus, based on exemplary
performance in all quantitative and qualitative criteria that may be considered by the Board, in its sole discretion, shall be
50% of the Total Salary paid to Employee in the calendar year preceding the grant of the bonus.


 


2.3Relocation
Expenses. If Company’s offices to which Employee is assigned are relocated outside of the Denver, Colorado metropolitan
area and Employee remains employed by Company pursuant to this Agreement, then Company shall pay all reasonable relocation expenses
incurred by Employee in relocating to Company’s new location. The requirements for the timing of such expenses and their
reimbursement shall be subject to and in accordance with the relocation expense payment policies and procedures of Company, as
in effect as of the date Company advises Employee of the relocation.


 






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3. Expense
Reimbursement and Other Benefits.


 


3.1Expense
Reimbursement. During the Term, Company shall reimburse Employee for all documented reasonable expenses actually paid or incurred
by Employee in the course of and pursuant to the business of Company, subject to and in accordance with the expense reimbursement
policies and procedures in effect for Company’s employees from time to time.


 


3.2Additional
Benefits. During the Term, Company shall make available to Employee such benefits and perquisites as are generally provided
by Company to its senior management (subject to eligibility), including but not limited to participation in any group life, medical,
health, dental, disability or accident insurance, pension plan, 401(k) savings and investment plan, profit-sharing plan, employee
stock purchase plan, incentive compensation plan or other benefit plan or policy, if any, which may presently be in effect or which
may hereafter be adopted by Company for the benefit of its senior management or its employees generally, in each case subject to
and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement (the “Additional
Benefits”).


 


3.3Annual
Leave. Employee shall be entitled to two (2) weeks of annual leave each calendar year whilst a part time employee and entitled
to four (4) weeks of annual leave each calendar year as a full time employee. The annual leave will vest evenly each payroll and
shall be accrued from calendar year to calendar year in accordance with Company policies and procedures then in effect. Employee
shall be paid for any remaining annual leave accrual following the termination of employment for any reason. Annual leave shall
be taken at a mutually agreeable time.


 


3.4Personal
Leave. Personal leave shall be available to Employee for use in accordance with Company policies and procedures then in effect.
Personal leave will not accrue for longer than a year and Employee will not be entitled to receive payment for any accrued personal
leave upon the termination of their employment.


 


4. Termination.


 


4.1Termination
for Cause. Notwithstanding anything to the contrary contained in this Agreement, Company may terminate this Agreement and Employee’s
employment for Cause. As used in this Agreement, “Cause” shall mean (i) any action or omission of Employee which
constitutes (A) a breach of any of the provisions of Section 5 of this Agreement, (B) a breach by Employee of her fiduciary duties
and obligations to Company, or (C) Employee’s failure or refusal to follow any lawful directive of the CEO or the Board,
in each case which act or omission is not cured (if capable of being cured) within ten (10) days after written notice of same from
Company to Employee, or (ii) conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by Employee in connection
with the performance of her duties under this Agreement, or a conviction of Employee for a felony (other than a traffic violation)
or, if it shall damage or bring into disrepute the business, reputation or goodwill of Company or impair Employee's ability to
perform her duties with Company, any crime involving moral turpitude. Employee shall be given a written notice of termination for
Cause specifying the details thereof. Upon any termination pursuant to this Section 4.1, Employee shall only be entitled to her
Total Salary as accrued through the date of termination, reimbursement of expenses incurred prior to the date of termination in
accordance with Section 3.1 hereof, and any other compensation and benefits payable in accordance with Section 3.2 hereof. Upon
making such payments, Company shall have no further liability to Employee hereunder.


 






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4.2Disability.
Notwithstanding anything to the contrary contained in this Agreement, Company, by written notice to Employee, shall at all times
have the right to terminate this Agreement and Employee’s employment hereunder if Employee shall, as the result of mental
or physical incapacity, illness or disability, fail or be unable to perform her duties and responsibilities provided for herein
in all material respects for a period of more than sixty (60) consecutive days in any 12-month period. Upon any termination pursuant
to this Section 4.2, (i) within thirty (30) days after the date of termination, Company shall pay Employee any unpaid amounts of
her Total Salary accrued prior to the date of termination and shall reimburse Employee for all expenses described in Section 3.1
of this Agreement and incurred prior to the date of termination, and (ii) in lieu of any further Total Salary, incentive compensation
or other benefits or payments to Employee for periods subsequent to the date of termination, Company shall pay to Employee the
Severance Payments and Severance Benefits specified in Section 4.4. Upon making such payments and providing such benefits, Company
shall have no further liability hereunder; provided, however, that Employee shall be entitled to receive any amounts then
payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided
by Company to Employee in accordance with Section 3.2 hereof and under the terms thereof.


 


4.3Death.
In the event of the death of Employee during the term of her employment hereunder, this Agreement shall terminate on the date of
Employee’s death. Upon any such termination, (i) within thirty (30) days after the date of termination, Company shall pay
to the estate of Employee any unpaid amounts of her Total Salary accrued prior to the date of termination and reimbursement for
all expenses described in Section 3.1 of this Agreement and incurred by Employee prior to her death, and (ii) in lieu of any further
Total Salary, incentive compensation or other benefits or payments to the estate of Employee for periods subsequent to the date
of termination, Company shall pay to the estate of Employee the Severance Payments specified in Section 4.4. Upon making such payments,
Company shall have no further liability hereunder; provided, that Employee’s spouse, beneficiaries or estate, as the
case may be, shall be entitled to receive any amounts then payable pursuant to any employee benefit plan, life insurance policy
or other plan, program or policy then maintained or provided by Company to Employee in accordance with Section 3.2 hereof and under
the terms thereof. Nothing herein is intended to give Employee’s spouse, beneficiaries or estate any rights to or interest
in any key man life insurance policy on Employee maintained by Company for the benefit of Company.


 






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4.4
Termination Without Cause. At any time Company shall have the right to terminate this
Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause pursuant
to this Section 4.4, Company shall (a) pay Employee any unpaid amounts of her Total Salary accrued prior to the date of termination
and (b) reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination,
provided, however, that if Company provided Employee with less than ninety (90) days prior written notice of the
date of such termination without Cause, then in addition to her Total Salary and benefits through the date of such termination,
Company shall also pay Employee an amount (“Severance Payments”) equal to her Total Salary for the difference
between the required ninety (90) days notice and the actual notice given by Company (the “Without Cause Notice Period”),
subject to all appropriate withholdings and deductions. If there is a Change in Control of Company at any time during the Term,
however, whether before or after any notice of termination without Cause, then Employee shall be entitled to receive notice of
the effective date of termination twelve (12) months prior to such date (“Change in Control Notice Period”)
instead of the Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company
provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments
shall be, subject to all appropriate withholdings and deductions, based on the difference between the Change in Control Notice
Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a lump sum upon the termination
of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed and
delivered a release agreement satisfactory to Company and not revoked it during any applicable statutory revocation period. Employee
will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked
within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Additional Benefits for the period
of time during so long as Severance Payments are being made to Employee (the “Severance Benefits”). Upon making
the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further
liability to Employee other than any amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy
or other plan, program or policy then maintained or provided by Company to Employee pursuant to the terms thereof. For purposes
of this Agreement, a Change in Control of Company shall be deemed to have occurred if (i) any person, entity or group becomes
the beneficial owner, directly or indirectly, of 50.1% or more of the voting securities of Company or Parent; or (ii) as a result
of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of assets or contested election
of directors (a “Transaction”), the persons who were directors of Company or Parent immediately before the
Transaction no longer constitute a majority of the directors of Company or Parent; or (iii) Company or Parent is merged or consolidated
with another corporation or entity and, as a result of the merger or consolidation, less than 50.1% of the outstanding voting
securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent;
or (iv) Company or Parent transfers all or substantially all of its assets to another company which is not a wholly owned subsidiary
of Company or Parent.


 






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4.5Voluntary Resignation.
Employee may, upon not less than ninety (90) days prior written notice to Company, resign and terminate her employment hereunder.
Subject to Section 4.6, in the event Employee resigns as an employee of Company, she shall be entitled to receive only such payment(s)
as she would have received had she been terminated pursuant to Section 4.1 hereof. Employee shall not under any circumstances give
Company less than ninety (90) days prior written notice of her resignation date.


 


4.6Resignation
for Good Reason. Employee may, by written notice to Company during the Term, elect to terminate her employment on the basis
of “good reason” if there is (a) a material change of the principal location in which Executive is required to perform
her duties hereunder without Executive’s prior consent (it being agreed that any location within the state of Colorado shall
not be deemed a material change); or (b) a material reduction in (or a failure to pay or provide a material portion of) Employee’s
Total Salary or other benefits payable under this Agreement, or (c) a Change in Control of the Company. Any such notice of termination
by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford
Company an opportunity to cure such circumstances at any time within the thirty (30) day period following the date of such notice.
If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive
and of no further force and effect. If the circumstances cited in Executive’s notice qualify as “good reason”
hereunder and are not cured within the thirty (30) days after the notice, this Agreement shall be terminated ninety (90) days after
Executive’s original written notice and such termination shall be treated in all respects as if it had been a termination
without Cause and without notice, but not involving a Change in Control under Section 4.4 of this Agreement. Notwithstanding the
foregoing, any voluntary termination by Employee following a Change in Control shall be a termination for “good reason”
pursuant to this Section 4.6 if, but only if, the date of termination is no later than the later of (i) February 13 of the first
calendar year following the year in which the Change in Control occurred and (ii) the fifteenth day of the second month of Company’s
fiscal year following the year in which the Change in Control occurred under Section 4.4 of this Agreement.


 


5. Restrictive
Covenants.


 


5.1Nondisclosure.
(a)Employee acknowledges that as part of the terms of her employment by Company, she will have access to and/or may develop
or assemble confidential information owned by or related to Company, its customers or its business partners or Parent. Such confidential
information (whether or not reduced to writing) shall include without limitation, designs, processes, projects, manuals, techniques,
information concerning or provided by customers, suppliers and vendors, contracts, marketing strategies, agency relationships and
terms, financial information, pricing and compensation structures, business relations and negotiations, employee lists, plans for
drilling, exploration, development or other business, production, exploration, seismic or other business data, and any other information
designated as “confidential” by Company or Parent (collectively, “Confidential Information”). Employee
shall retain all Confidential Information in confidence, and shall not use or disclose Confidential Information for any purpose
other than to the extent necessary to perform her duties as an employee of Company. This duty of confidentiality shall continue
indefinitely with respect to Confidential Information notwithstanding any termination of Employee’s employment so long as
it remains Confidential Information. Confidential Information shall not include any information that (i) was known by Employee
from a third party source before disclosure by or on behalf of Company to Employee, (ii) becomes available to Employee from a source
other than Company that is not bound by a duty of confidentiality to Company, (iii) Company makes publicly available or discloses
to any third party without any obligation of confidentiality, or (iv) becomes generally publicly available or known in the industry
other than as a result of its disclosure by Employee.


 






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(b)Employee
agrees to (i) return to Company upon request, and in any event, at the time of termination of employment for whatever reason, all
documents, equipment, notes, records, computer disks and tapes and other tangible items in her possession or under her control
which belong to Company or any of its affiliates or which contain or refer to any Confidential Information relating to Company
or any of its affiliates and (ii) if so requested by Company, delete all Confidential Information relating to Company or any of
its affiliates from any computer disks, tapes or other re-usable material in her possession or under her control which contain
or refer to any Confidential Information relating to Company or any of its affiliates.


 


5.2Non-solicitation
of Customers and Employees. During the Term and during the twelve (12) month period thereafter (the “Restricted Period”),
Employee (a) shall not solicit the business of any person, company or firm which is a former, current, or prospective customer
or business partner of Company or Parent (a “Customer”) for the benefit of anyone other than Company or Parent
if the business solicited is of a type offered by Company or Parent during the Term except for (i) Customers with whom Employee
had done business, directly or indirectly, prior to the Effective Date and (ii) business with Customers that would not reasonably
be expected to adversely affect the business done by the Company or Parent with such Customers,, (b) shall not solicit or encourage
any Customer to modify, diminish or eliminate its business relationship with Company or Parent or take any other action with respect
to a Customer which could be detrimental to the interests of Company or Parent except for (i) Customers with whom Employee had
done business, directly or indirectly, prior to the Effective Date and (ii) business with Customers that would not reasonably be
expected to adversely affect the business done by the Company or Parent with such Customers, and (c) shall not solicit for employment
or for any other comparable service, such as consulting services, and shall not hire or engage as a consultant any employee or
independent contractor employed or engaged by Company or Parent at any time during the Term except for independent contractors
with whom Employee had done business, directly or indirectly, prior to the Effective Date. Employee acknowledges that violation
of the covenants in this Section 5.2 constitutes a misappropriation of Company’s or Parent’s trade secrets in violation
of her duty of confidentiality owed to Company.


 


5.3Non-competition.
During the Term and the Restricted Period, unless otherwise waived in writing by Company (such waiver to be in Company’s
sole and absolute discretion), Employee shall not, directly or indirectly, engage in, operate, manage, have any investment or interest
or otherwise participate in any manner (whether as employee, officer, director, partner, agent, security holder, creditor, consultant
or otherwise) in any sole proprietorship, partnership, corporation or business or any other person or entity (each, a “Competitor”)
that engages directly or indirectly, in a Competitive Activity. For purposes of this Agreement, a “Competitive Activity”
means any business or other endeavor of a kind being conducted by Company or any of its subsidiaries or affiliates (or demonstrably
anticipated by Company) in a geographic area that is within ten (10) miles of (a) any property that is owned, leased or controlled
by Company at any time during the six (6) months preceding the Competitive Activity or, if Employee’s employment has been
terminated, during the last six (6) months of the Term, or (b) any oil or gas prospect that Company is evaluating or in which Company
is seeking to acquire an interest at any time either during the six (6) months preceding the Competitive Activity or, if Employee’s
employment has been terminated, during the last six (6) months of the Term. Employee shall be considered to have become associated
with a Competitive Activity and in violation of this provision if Employee becomes directly or indirectly involved as an owner,
principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner,
advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization
that is engaged in a Competitive Activity; provided, that Employee may hold or acquire, solely as an investment, shares
of capital stock or other equity securities of any Competitor, so long as the securities are publicly traded and Employee does
not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more
than five percent (5%) of any class of equity securities of such Competitor.


 






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5.4Non-disparagement.
During the Term and the Severance Period, Employee will not make, distribute or cause a distribution of any oral or written statement,
which directly or by implication tarnishes, creates a negative impression of, or puts Company, its reputation and goodwill in a
bad light, or disparages Company or Parent in any other way, including but not limited to: (a) the working conditions or employment
practices of Company or Parent; (b) Company’s oil and gas properties, including unproved or proved undeveloped properties;
or (c) Company’s directors, officers and personnel. It will not be a violation of this section for Employee to make truthful
statements, under oath, if and to the extent required by law or formal legal process.


 


5.5Intellectual
Property Rights. Employee understands that as part of her employment she may alone or together with others create, compile,
or discover data, designs, literature, ideas, trade secrets, know-how, commercial information, or any other valuable works or information,
such as financial models, drilling logs, development plans, reserves estimates or valuations, seismic data and other information
pertinent to the value of oil and gas properties (collectively, “Intellectual Property”). Employee acknowledges
that Company shall own all right, title, and interest in all Intellectual Property created by her in whole or in part in the course
of her employment by Company. Employee hereby assigns to Company all right, title, and interest in the copyrights or patents embodied
in or represented by such Intellectual Property, including all rights of renewal and termination, and to any and all other intellectual
property rights, including without limitation, trademarks, trade secrets, and know-how embodied in Intellectual Property or in
any other idea or invention developed in whole or in part by Employee in the course of her employment. Employee further agrees
to take all actions and to execute all documents necessary in order to perfect and to vest such intellectual property rights in
Company.


 






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5.6Injunction.
It is recognized and hereby acknowledged by the parties hereto that a breach by Employee of any of the covenants contained in Sections
5.1 through 5.5 of this Agreement will cause irreparable harm and damage to Company, the monetary amount of which may be virtually
impossible to ascertain. As a result, Employee recognizes and hereby acknowledges that Company shall be entitled to an injunction
from any court of competent jurisdiction enjoining and restraining any violation of any or all of those covenants by Employee or
any of her affiliates, associates, partners or agents, either directly or indirectly, and that such right to injunction shall be
cumulative and in addition to whatever other remedies Company may possess.


 


5.7American
Jobs Creation Act Provisions. It is the intention of the parties that payments or benefits payable under this Agreement not
be subject to the additional tax imposed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
Accordingly, to the extent such potential payments or benefits could become subject to Section 409A of the Code, the parties shall
cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that does
not result in such tax being imposed. Notwithstanding anything in this Agreement to the contrary, the following provisions related
to payments treated as deferred compensation under Section 409A of the Code, shall apply:


 


		(a)	If (i) Employee is a “specified person” on the date of Employee’s “separation
from service” within the meaning of Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(ii) of the Code, and (ii) as a result of
such separation from service Employee would receive any payment that, absent the application of this paragraph, would be subject
to the interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i)
of the Code, then no such payment shall be made prior to the date that is the earliest of: (i) six (6) months after Employee’s
separation from service and (ii) Employee’s date of death.



 


		(b)	Any payments that are delayed pursuant to Section 5.7(a) shall be paid on the earlier of the two
dates described therein.



 


		(c)	Sections
                                         5.7(a) and (b) shall
                                         not apply to any payment if and to the maximum extent that that such payment would be
                                         a payment under a separation pay plan following an “involuntary separation from
                                         service” (as defined in Treasury Regulation Section 1.409A-1(n)) that does not
                                         provide for a deferral of compensation by reason of the application of Treasury Regulation
                                         Section 1.409A-1(b)(9)(iii). For the avoidance of doubt, the parties agree that this
                                         Section 5.7(c) shall be interpreted so that Employee will receive payments during the
                                         six (6) month period specified in Section 5.7(a) to the maximum amount permitted by Treasury
                                         Regulation Section 1.409A-1(b)(9)(iii).



 


		(d)	If a payment that could be made under this Agreement would be subject to additional taxes and interest
under Section 409A of the Code, Company in its sole discretion may accelerate some or all of a payment otherwise payable under
the Agreement to the time at which such amount is includable in the income of Employee, provided that such acceleration shall only
be permitted to the extent permitted under Treasury Regulation Section 1.409A-3(j)(vii) and the amount of such acceleration does
not exceed the amount permitted under Treasury Regulation Section 1.409A-3(j)(vii).



 






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		(e)	No payment to be made under this Agreement shall be made at a time earlier than that provided for
in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation Section
1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A of the
Code.



 


		(f)	A payment described in Section 4.4 of this Agreement shall be made only if such payment will not
be subject to additional taxes and interest under Section 409A of the Code.



 


		(g)	No payment shall be made pursuant to Section 2.3 of this Agreement unless such payment would not
constitute a deferral of compensation pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v).



 


6. Entire
Agreement; No Conflicts With Existing Arrangements. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party that is not set forth expressly in this
Agreement. This Agreement contains the entire agreement, and supersedes any other agreement or understanding between Company
and Employee relating to Employee’s employment, provided, however, that if and to the extent that Company has
previously granted equity or other similar compensation to Employee that is subject to a vesting schedule, contingency or
performance condition, this Agreement does not alter Employee’s entitlement to such compensation in accordance with the
original terms thereof. Employee represents and warrants that her employment by Company hereunder does not and will not
conflict with or constitute a breach or default under any prior or existing agreement with any former employer or other
person or entity.


 


7. Notices:
All notices and other communications required or permitted under this Agreement shall be in writing and will be either hand
delivered in person, sent by email or facsimile, sent by certified or registered first class mail, postage pre-paid, or sent
by nationally recognized express courier service. Such notices and other communications will be effective upon receipt if
hand delivered or sent by email facsimile, five (5) days after mailing if sent by mail, and one (l) day after dispatch if
sent by express courier, to the following addresses, or such other addresses as any party may notify the other parties in
accordance with this Section:


 


If to Company:


1331 17th Street, Suite 710,


Denver CO 80202


 


Attention: Terence Barr


Email Terry.Barr@samsonoilandgas.com


Facsimile: (303) 295-1961


 






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If to Employee:


Janna Blanter


at address shown on


Company’s personnel
records


 





Miscellaneous.
(a) Successors and Assigns. This Agreement is personal to Employee and is not assignable by Employee. The benefits due to
Employee for services rendered by Employee under this Agreement shall inure to the benefit of Employee’s heirs or legal representatives.
This Agreement shall inure to the benefit of and be binding upon Company and its successors and assigns. (b) Severability. 
If any provision of this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid provision had
not been inserted. (c) Waivers. The waiver by either Party hereto of a breach or violation of any term or provision of this
Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. (d) No Third Party Beneficiary.
Nothing in this Agreement shall be construed, to or give any person other than the Parties hereto any rights or remedies under
or by reason of this Agreement. (e) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado, without regard to principles of conflict of laws. (f) Survival. Employee’s obligations
under Section 5 hereof shall continue notwithstanding the termination of this Agreement in accordance with the terms set forth
herein. (g) Counterparts. This Agreement may be executed in one or more counterparts which together shall constitute one
document. Electronic facsimiles of original signatures shall be deemed to be original signatures for all purposes.


 


[Signature
Page Follows.]


 






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IN WITNESS WHEREOF,
the undersigned have executed this Employment Agreement as of the date set forth above.


 





	 	COMPANY:
	 	 	 
	 	SAMSON OIL AND GAS USA, INC.
	 	 	 
	 	By:  	/s/ Terry Barr
	 	 	Terry Barr, CEO & Managing Director
	 	 	 
	 	EMPLOYEE:
	 	 	 
	 	By:	/s/ Janna Blanter
	 	 	Janna Blanter


 



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