Manas Petroleum Corporation: Exhibit 10.45 - Filed by newsfilecorp.com






APPOINTMENT AS DIRECTOR 

          THIS
APPOINTMENT TO ACT AS DIRECTOR (the “Appointment”) is made as of the 16th day of
September 2010, by Dr. Ladwein (the “Director”). 

          WHEREAS,
the Shareholders of Manas Petroleum Corporation (the “Company”) desire to retain
the services of the Director in the manner hereinafter specified, thereby
retaining for the Company the benefit of the Director's business knowledge and
experience and also to make provisions for the payment of reasonable and proper
compensation to the Director for such services; 

          
The Director consents to this Appointment subject to the terms and conditions
herein; and, 

          NOW,
THEREFORE, in consideration of the premises and mutual covenants and
representations herein contained, the Company and the Director mutually agree as
follows: 

ARTICLE I 
DUTIES 

          Section
1.1 Consent to Act. The Director shall act as a director of the Company,
upon the terms and subject to the conditions hereinafter set forth.

          Section
1.2 Fitness to Serve. The Director hereby represents that he is fully
qualified, and will remain fully qualified, to serve as a director of the
Company in compliance with all applicable rules, regulations and laws of Nevada,
the Security Exchange Commission, the OTC BB, the British Columbia Securities
Commission and the TSX Venture Exchange.

          Section
2 Duties. The Director shall attend by telephone, three meetings of the
Board of Directors of the Company (the “Board”) per annum and shall attend in
person, one meeting of the Board per annum. Furthermore, the Director shall
serve on the Audit and/or Compensation Committees of the Company, at the
discretion of the Board. 

          The
Director shall devote his best efforts to the business and affairs of the
Company and, during the Term (as defined below), shall observe at all times the
covenants regarding non-competition, and confidentiality provided herein.

16 




          Section
3      Term. Except as otherwise provided
herein, the term of this Agreement shall commence upon ratification of this
Appointment by the Board and continue until terminated as provided herein. The
Director’s position as director may be terminated at anytime by either the
Director or Company. In the event that the Company ends the Director’s position
as Director, the Director shall be paid to the end of the subsequent
quarter.

          Section
4      Compensation. Except as otherwise
set forth herein, the Company shall pay, and the Director shall accept as full
consideration for the services to be rendered hereunder, and the covenants
entered into hereunder, compensation in the amount of US $5,000 per quarter or
US$20,000 per year. 

          Section
5      Expenses. The Director shall be
reimbursed by the Company for expenses approved of in writing by the Board,
including costs of attendance at meetings of the Board. 

          Section
6      Stock Options. The Company
hereby grants unto the Director the option to purchase one million of the
Company’s common voting shares on the following terms and conditions: 

(a)      the first tranche of
500,000 such options shall vest at the rate of 1/12 per fiscal quarter and be
exercisable at a strike price of the closing share price on the appointment
date, being a price of US$.52 per share; 

(b)      the second tranche of
500,000 such options shall vest at the rate of 1/12 per fiscal quarter and be
exercisable at a strike price of 25% over the closing share price on the
appointment date, being a price of US$.65 per share; and, 

(c)      the stock options
granted shall be subject to and in compliance with the Company’s Non-Qualified
Stock Option Plan for it’s board members. 

          Section
7.1      Restrictive Covenants. 

                         (a)      Confidentiality.
The Director agrees that, without the consent of the Company, he will not at any
time, in any fashion, form, or manner, either directly or indirectly, divulge,
disclose, or communicate to any person, firm or corporation (other than to an
attorney or accountant in the regular course of the Company’s business) any
Confidential Information (as hereinafter defined). Upon the termination of this Appointment
for any reason, the Director shall immediately surrender and deliver to the
Company all Confidential Information in all forms. The covenants set forth in
this Section 7.1(c) shall survive the termination of this Appointment for a term
of ten years subsequent to the termination date. 




                        (b)     
Continuing Obligations. The Director agrees that his obligations and
duties contained in this Appointment are continuing obligations and, except as
otherwise set forth herein, said duties shall survive the termination or
expiration of this Appointment for any reason whatsoever. 

          “Confidential
Information” shall mean any information, not generally known in the relevant
trade or industry, obtained from the Company or any of its subsidiaries,
affiliates, customers or suppliers or which falls within any of the following
general categories: (a) information relating to the business of the Company or
that of any of its subsidiaries, affiliates, customers or suppliers, including
but not limited to, financial reports, income statements, balance sheets, annual
and quarterly reports, general ledger, accounts receivable, and other accounting
reports, non-public filings with government agencies, business forms, handbooks,
policies, and documents, business plans, business processes and procedures,
sales or marketing methods, methods of doing business, customer lists, customer
usages and/or requirements, and supplier information of the Company or any of
its subsidiaries, affiliates, customers or suppliers; (b) information relating
to existing or contemplated products, services, technology, designs, processes,
formulae, computer systems, computer software, algorithms and research or
developments of the Company or any of its subsidiaries, affiliates, customers or
suppliers; (c) information relating to trade secrets of the Company or any of
its subsidiaries, affiliates, customers or suppliers; or (d) information,
geological data, geographical data, test results, and the like of the Company
related to the Companies operations or prospective operations or otherwise; (e)
information marked “Confidential” or “Proprietary” by or on behalf of the
Company or any of its subsidiaries, affiliates, customers or suppliers. 




          Section
7.2      Enforcement; Remedies. The
Director covenants, agrees, and recognizes that because the breach or threatened
breach of the covenants, or any of them, contained in Section 7.1 hereof will
result in immediate and irreparable injury to the Company, the Company shall be
entitled to an injunction restraining the Director from any violation of Section
7.1 to the fullest extent allowed by law. The Director further covenants
and agrees that in the event of a violation of any of the respective covenants
and agreements contained in Section 7.1 hereof, the Company shall be entitled to
an accounting of all profits, compensation, commissions, remuneration or
benefits which the Director directly or indirectly has realized and/or may
realize as a result of, growing out of, or in connection with any such violation
and shall be entitled to receive all such amounts to which the Company would be
entitled as damages under law or at equity. The Director further covenants,
agrees and recognizes that, notwithstanding anything to the contrary contained
herein, in the event of a violation, breach or threatened breach of any of the
respective covenants and agreements contained in Section 7.1 hereof, the Company
shall be excused from making any further payments to the Director pursuant to
any provision of this Appointment until the Director shall cease violating or
breaching his respective covenants and agreements contained in Section 7.1
hereof and shall have received reasonable assurances from the Director that he
will no longer engage in the same. Nothing herein shall be construed as
prohibiting the Company from pursuing any other legal or equitable remedies that
may be available to it for any such violation or breach, including the recovery
of damages from the Director. If either party files suit to enforce or enjoin
the enforcement of the covenants contained herein, the prevailing party shall be
entitled to recover, in addition to all other damages or remedies provided for
herein, its costs incurred in prosecuting or defending said suit, including
reasonable attorneys' fees. 

          Section
7.3     Construction. The Director hereby expressly acknowledges and agrees
as follows: 

                        (a)      That the covenants set forth in Section 7.1 above are reasonable in all respects
and are necessary to protect the legitimate business and competitive interests
of the Company in connection with its business which the Director agrees,
pursuant to this Appointment, to assist the Company in maintaining and
developing; and 

                        (b)     That each of the covenants set forth in Section 7.1 above is separately and
independently given, and each such covenant is intended to be enforceable
separately and independently of the other such covenants, including without
limitation, enforcement by injunction; provided, however, that the invalidity or
unenforceability of any provision of this Appointment in any respect shall not
affect the validity or enforceability of this Appointment in any other respect. In the event that any provision of this
Appointment shall be held invalid or unenforceable by a court of competent
jurisdiction by reason of the geographic or business scope or the duration
thereof of any such covenant, or for any other reason, such invalidity or
unenforceability shall attach only to the particular aspect of such provision
found invalid or unenforceable as applied and shall not affect or render invalid
or unenforceable any other provision of this Appointment or the enforcement of
such provision in other circumstances, and, to the fullest extent permitted by
law, this Appointment shall be construed as if the geographic or business scope
or the duration of such provision or other basis on which such provisions has
been challenged had been more narrowly drafted so as not to be invalid or
unenforceable. 




          Section
8.1      Governing Law. The validity,
construction, interpretation and enforceability of this Appointment shall be
determined and governed by the laws of Nevada, USA. 

          Section
8.2      Remedies. 

                       
(a)      Termination of this Appointment shall not
constitute a waiver of the Company's or the Director’s rights under this
Appointment or otherwise, nor a release of the Company or the Director from its
or his obligations under this Appointment. The parties hereto agree that
monetary damages are not adequate relief for breaches under this Appointment
hereof and that injunctive relief may be sought and enforced by the Company
against the Director for enforcement of the duties and obligations contained
therein. 

                       
(b)      The rights and remedies provided each of
the parties herein shall be cumulative and in addition to any other rights and
remedies provided by law or otherwise. Any failure in the exercise by either
party of his or its right to terminate this Appointment or to enforce any
provision of this Appointment for default or violation by the other party shall
not prejudice such party's right of termination or enforcement for any further
or other default or violation. 

          Section
8.3      Entire Agreement; Amendment. This
Appointment constitutes the entire agreement between the parties respecting the
Director's consent, and there are no representations, warranties or commitments,
except as set forth herein. This Appointment may be amended only by an
instrument in writing executed by the parties hereto. 




          Section
8.4      Notices. Any notice, request, demand or
other communication hereunder shall be in writing and shall be deemed to be duly
given when personally delivered to an officer of the Company or to the Director,
as the case may be, or when delivered by mail at the addresses set forth below
or such other address as may be subsequently designated in writing: 

The Director: 
Dr. Werner Ladwein

Wenthartgasse 27 
A-1210 Wien 
Austria 

With copy to: 

The Company: 
Manas Petroleum
Corp. 
Bahnhofstrasse 9 
P.O. Box 155
 CH-6341 Baar 
Switzerland


With copy to: 
Attn: Manas Petroleum
Corp. 
Michael J. Velletta 
General Counsel 
4th Floor, 931
Fort Street 
Victoria, B.C. V8V 3K3 
Canada 

          Section
8.5      Severability. The provisions of
this Appointment and any exhibits are severable and, if any one or more
provisions may be determined to be illegal or otherwise unenforceable, the
remaining provisions shall be enforceable. Any partially enforceable provisions
shall be enforceable to the extent enforceable. 

          Section
8.6      Gender. Throughout this
Appointment, the masculine gender shall be deemed to include the feminine and
neuter, and vice versa, and the singular the plural, and vice versa, unless the
context clearly requires otherwise.