EXHIBIT 10.1


 


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


This
Amended and Restated Employment Agreement (this "Agreement") is entered into as of May 20, 2013 by and between
Far East Energy Corporation, a Nevada corporation ("Company"), and Jennifer Hance Whitley ("Employee").


 


WHEREAS,
Company wishes to assure itself of the services of Employee as Company's Chief Financial Officer for the period provided in this
Agreement, and Employee is willing to perform services for Company for such period, upon the terms and conditions hereinafter provided
beginning on the date hereof (the "Effective Date").


 


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


 


1.                 
Term. The term of employment under this Agreement shall commence and shall continue for a period ending on May 20,
2016, unless extended or sooner terminated in accordance with the terms hereof (the "Term"). Either Company
or Employee may terminate Employee’s employment with or without Cause or for Good Reason (each as defined below). Termination
of Employee's employment shall take effect as set forth in Section 6 and, upon the termination taking effect, Employee's right
to additional compensation (other than amounts earned, accrued or owing or as otherwise set forth herein) shall terminate. Upon
mutual agreement of Company and Employee, this Agreement may be extended for such period as the parties may agree.


 


2.                 
Employment; Duties. During the Term, Employee shall be employed by Company, and Employee shall serve as Company's
Chief Financial Officer and shall have such duties, responsibilities and authority as shall be consistent with that position. Employee
shall report directly to Company's Chief Executive Officer. Employee shall devote her full business time (except holidays and vacation
time described in Section 4), attention and best efforts to all the duties that may be required by the express and implicit terms
of this Agreement, to the reasonable satisfaction of Company.


 


3.                 
Compensation. During the Term, Employee shall receive an annual base salary of not less than US$283,500 (the "Base
Salary"), payable in accordance with Company’s normal payroll practices. In addition to the Base Salary, during
the Term, Employee shall be eligible to receive an annual discretionary performance cash bonus, with the amount and the performance
criteria to be established by the Compensation Committee of Company (the “Compensation Committee”) (or the Board of
Directors of Company (the "Board"), at such times as Company does not have a Compensation Committee) (each a "Bonus").
The Compensation Committee (or the Board, at such times as Company does not have a Compensation Committee) may review the Base
Salary, Bonus and other compensation of Employee based upon performance and other factors deemed appropriate by the Compensation
Committee (or the Board, at such times as Company does not have a Compensation Committee) and make such adjustments, supplemental
bonus payments, or other incentive awards as it deems appropriate. Notwithstanding the foregoing, in no event will the Base Salary
be less than an annual rate of US$283,500. In addition to the Base Salary, the Bonus and other compensation described in this Section
3, to the extent permitted by applicable law, Employee shall be entitled to receive any benefits and fringes (whether subsidized
in part, or paid for in full, by Company), including, but not limited to, medical, dental, life and disability insurance which
Company now or in the future pays or subsidizes for any of its employees in the same class as Employee whose primary location of
work for Company is in the United States.


 






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4.                 
Holidays and Vacation. During the Term, Employee shall be entitled to receive the designated holidays established
by Company during each calendar year. Any holiday time accruing during one calendar year must be used by Employee during the calendar
year in which such holiday time accrues and shall not carry over to the succeeding year. Employee shall be entitled to receive
and accrue five (5) weeks of vacation days each year in accordance with Company's vacation policy as such is in effect from time
to time.


 


5.                 
Expense Reimbursement. Employee shall be reimbursed by Company in accordance with Company's business travel and expenditure
policy for all reasonable and documented out-of-pocket disbursements incurred by Employee in connection with the performance of
her services under this Agreement, including but not limited to travel expenses. Such reimbursement shall be made by Company as
soon as reasonably practical following Company's receipt of a reimbursement request by Employee in accordance with Company's business
travel and expenditure policy.


 


6.                 
Termination.


 


(a)Death.
The Term and Employee's employment hereunder shall terminate upon Employee's death.


 


(b)Disability.
In the event Employee incurs a Disability for a continuous period exceeding sixty (60) days, Company may, at its election, terminate
the Term and Employee's employment by giving Employee a notice of termination as provided in Section 6(e). The term "Disability"
as used in this Agreement shall mean the inability of Employee to substantially perform her duties under this Agreement, as a result
of a physical or mental illness or personal injury she has incurred, as determined by an independent physician selected with the
approval of Company and Employee.


 


(c)Cause.
Company may terminate this Agreement and the Term and terminate Employee's employment for Cause by giving Employee a notice of
termination as provided in Section 6(e). "Cause" shall mean: (i) Employee's gross and willful misappropriation
or theft of Company's or its subsidiaries’ funds or property, (ii) Employee's commission of any fraud, misappropriation,
embezzlement or similar act, whether or not a punishable criminal offense, or Employee's conviction of or entering of a plea of
guilty or nolo contendere to a charge of any felony or crime involving dishonesty or moral turpitude, (iii) Employee's material
breach of this Agreement or failure to perform any of her material duties owed to Company or its subsidiaries, or (iv) Employee's
commission of any act involving willful malfeasance or gross negligence or Employee's failure to act involving material nonfeasance.


 






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(d)Good Reason.
Employee may terminate her employment and the Term at any time for Good Reason (as defined below) by giving written notice as provided
in Section 6(e), which shall set forth in reasonable detail the facts and circumstances constituting Good Reason. Notwithstanding
the foregoing, for the termination of employment to be for Good Reason, Employee's "Separation from Service" (as defined
in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations and
applicable guidance issued thereunder (collectively referred to as "Code Section 409A")) must occur within 24 months
following the initial existence of one or more of the Good Reason conditions enumerated below. "Good Reason" shall
mean the occurrence of any of the following during the Term without Employee's consent and without the same being corrected within
thirty (30) days after Company has been given notice thereof:


 


(i)Company 
materially reduces Employee's authority, duties or responsibilities under Section 2;


 


(ii)Company fails
to pay any regular installment of Base Salary to Employee;


 


(iii)Company
materially reduces Employee's Base Salary or eliminates Employee's eligibility to participate in the discretionary performance
bonus program for which she is eligible pursuant to Section 3;


 


(iv)Company
materially changes the geographic location of the performance of Employee's duties; or


 


(v)any
other material breach of this Agreement by Company.


 


(e)Notice of
Termination. Any termination of Employee’s employment by Company or by Employee shall be communicated in writing to the
other party before the date on which such termination is proposed to take effect and, unless otherwise agreed to by Company and
Employee, shall be effective immediately upon such notice. Notwithstanding the foregoing, if Employee elects to terminate her employment
for Good Reason, then (i) Employee shall provide notice to Company of the existence of one or more of the Good Reason conditions
enumerated above within ninety (90) days of the initial existence of the condition; and (ii) the date of the termination of employment
shall be the end of the thirty (30) day "cure" period set forth in Section 6(d) above, or if sooner, the date Company
notifies Employee in writing that it will not make a correction.


 


(f)Assistance
After Termination. From and after the termination of Employee’s employment by Company or by Employee, Employee agrees
to do or cause to be done all other things and acts, to execute, deliver, file and perform or cause to be executed, delivered,
filed and performed all other instruments, documents and certificates as may be reasonably requested by Company or as are necessary,
proper or advisable in order to effect the removal, transition, substitution or modification of Employee as an officer, agent,
affiliate, director, manager or authorized representative of Company or any of its subsidiaries or any other positions that Employee
holds with Company or its subsidiaries.


 






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(g)Separation
and Release. In order to receive any of the payments set forth in Section 7 (except for amounts earned, accrued or owing
to which Employee is already entitled as of the date of termination of employment), Employee must first timely execute a separation
agreement and release of all claims against Company and its subsidiaries (other than for amounts earned, accrued or owing to which
Employee is already entitled as of the date of termination of employment) in a form suitable to Company; provided, however, that
Company shall provide Employee with such form on a timely basis so that Employee is able to provide Company with the executed separation
agreement and release of claims to ensure that the payments made pursuant to Section 7 hereto are made within the “short
term deferral period” within the meaning of Code Section 409A. If Employee fails to timely execute the separation agreement
and release of claims so that any period during which Employee may revoke the separation agreement and release of claims pursuant
to applicable law has expired before the end of the applicable "short term deferral period," the payments set forth under
Section 7 shall be forfeited.


 


7.                 
Payments Upon Termination.


 


(a)Death or
Disability. If Employee's employment shall be terminated by reason of death or Disability, Company shall pay Employee the portion
of the Base Salary which would have been payable to Employee through the date her employment is terminated; plus, any other amounts
earned, accrued or owing as of the date of death or Disability of Employee but not yet paid to Employee under Section 3. In the
event of the death or Disability of Employee, then any payment due under this Section 7(a) shall be made to Employee or Employee's
estate, heirs, executors, administrators, or personal or legal representatives, as the case may be. Within one (1) year following
Employee's termination of employment due to death or Disability, Employee or Employee's estate, heirs, executors, administrators,
or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to Employee to the
extent such options are vested and exercisable at the time of such termination pursuant to this Agreement or otherwise, and all
such options not exercised within such one (1) year period shall be forfeited; provided, however, that in no event shall any option
be exercisable after its original expiration date. Notwithstanding the foregoing sentence, in no event may Employee or Employee’s
estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, exercise such vested and exercisable
options later than the earlier of (A) the latest date upon which the option could have expired by its original terms under any
circumstances, or (B) the 10th anniversary of the original date of grant of the option.


 


(b)Cause and
Voluntary Termination. If Employee's employment shall be terminated for Cause or Employee terminates her employment (other
than for Good Reason, death or Disability), then without waiving any rights or remedies by reason thereof:


 


(i)Company
shall pay Employee her Base Salary and all amounts, in each case, actually earned, accrued or owing as of the date of termination
of employment but not yet paid to Employee under Section 3 through the date of termination of employment;


 






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(ii)Employee
shall be entitled to exercise within one (1) year after the date of termination of Employee's employment all options granted to
her under this Agreement or otherwise to the extent vested and exercisable at the date of termination of Employee's employment;
provided, however that, in the event that the termination is for Cause, Employee shall only be entitled to exercise such vested
and exercisable options within ninety (90) days after the date of termination of employment; provided further that in no event
may Employee exercise such vested and exercisable options later than the earlier of (A) the latest date upon which the option could
have expired by its original terms under any circumstances, or (B) the 10th anniversary of the original date of grant
of the option; and


 


(iii)except
as otherwise provided in this subsection (b), Company shall have no further obligations to Employee under this Agreement.


 


(c)Without Cause;
Good Reason; Change of Control. If Employee's employment is terminated by Company without Cause (other than as a result of
death or Disability) or Employee terminates her employment for Good Reason:


 


(i)then
Employee shall be entitled to a lump sum payment in an amount equal to one-hundred percent (100%) of the sum of Base Salary and
Bonus to which Employee was entitled during the immediately preceding twelve-month period ending on the date she experiences a
"Separation from Service" (as defined in Code Section 409A); provided that, notwithstanding the foregoing, if Employee
experiences a Separation from Service without Cause or for Good Reason on or within 24 months after a Change of Control (as defined
below), then Company shall pay Employee a lump sum payment in an amount equal to two hundred percent (200%) of the sum of the Base
Salary and Bonus to which Employee was entitled during the immediately preceding twelve-month period ending on the date she experiences
a Separation from Service;


 


(ii)Employee
shall be entitled to all amounts earned, accrued or owing through the date her employment is terminated but not yet paid to Employee
under Section 3;


 


(iii)continued
participation in the medical and dental insurance plans available to Company executives in which Employee was participating on
the date of termination of employment (or any successor plans) until the earliest of:


 


(A)the
second anniversary of the date of Employee's termination of employment, provided that if Employee's termination of employment by
the Company or Employee is in connection with a Change of Control, then Employee shall be entitled to continue to participate in
such medical and dental insurance plans until the third anniversary of the date of Employee's termination of employment;


 


(B)the
date this Agreement would have expired but for the occurrence of the termination of employment; or


 






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(C)the
date, or dates, Employee receives coverage and benefits under the medical and dental insurance plans of a subsequent employer (such
coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis),


 


provided that if Employee is
precluded from continuing her participation in any medical or dental insurance plan as provided in this clause (iii), the Company
shall provide her with similar benefits provided under the plan in which she is unable to participate for the period specified
in this clause (iii); and


 


(iv)Employee
shall be entitled to exercise within one (1) year after the date of termination of Employee's employment all options granted to
her to the extent vested and exercisable at the date of termination of Employee's employment; provided that in no event may Employee
exercise such vested and exercisable options later than the earlier of (A) the latest date upon which the option could have expired
by its original terms under any circumstances, or (B) the 10th anniversary of the original date of grant of the option.


 


(d)The payment
of the lump sum amount under Section 7(c)(i) shall be made on the 60th day following the date of termination of employment
or, if earlier, on the death of Employee; provided that notwithstanding the foregoing, to the extent any payment under Section
8(c)(i) is "nonqualified deferred compensation" within the meaning of Code Section 409A, and Employee is considered a
"Specified Employee" of Company within the meaning of Code Section 409A, then such payment shall be made on the date
ending on the expiration of six months and three (3) business days following the date of Employee's Separation from Service, or
if earlier, upon Employee's death. All options and restricted stock that are not vested and exercisable pursuant to this Agreement
or otherwise as of the date of, or as a result of, Employee's termination of employment shall be forfeited. Employee shall not
be under any duty or obligation to seek or accept other employment following Employee's termination of employment with Company
and its subsidiaries and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment.


 


(e)For purposes
of this Agreement, a "Change of Control" shall mean:


 


(i)the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of more than forty percent (40%) of the combined voting power of the then-outstanding
voting securities of 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 Company or any corporation controlled by Company, (B) any acquisition
by Employee, by any group of persons consisting of relatives within the second degree of consanguinity or affinity of Employee
or by any affiliate of Employee or (C) 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 7(e);


 






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(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 Company of a complete liquidation or dissolution of Company or (B) sale or other disposition
(in one transaction or a series of related transactions) of more than 40% of all of the assets of Company and its subsidiaries
on a consolidated basis, 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)if
individuals who, as of the Effective Date constitute the Board of Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by Company's stockholders, was approved by a vote of at least a majority
of the directors then constituting the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board; provided further that in no event shall any such individual be deemed to be a member of the Incumbent Board, whether or
not previously or currently a member of the Incumbent Board, if such individual's assumption of office occurs, directly or indirectly,
as a result of either an actual or threatened election contest subject to Regulation 14A promulgated under the Exchange Act or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 


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


 





8.                 
Gross-ups.


  


(a)Notwithstanding
any other provision in this Agreement to the contrary, and except as set forth below, in the event it shall be determined under
the provisions of this Section 8 that any payment or distribution by Company, or by any successor or affiliate of Company (the
“Payor”), to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise, including without limitation any other arrangement or agreement with such Payor, and including
a determination (i) with regard to the value of any accelerated vesting of options or stock awards or other forms of compensation,
if such vesting occurs in connection with a Change of Control; but (ii) without regard to any additional payments required or calculated
under this Section 8) (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any
successor provision of the Code), or any interest or penalties are incurred by Employee with respect to such excise tax (such excise
tax and any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Employee
shall be entitled to receive an additional payment (a “Gross-Up Payment”) (which is itself payable subject to applicable
tax withholdings). This Gross-Up Payment shall be equal to an amount such that Employee retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments after paying all applicable federal, state and local income taxes, FICA at the
highest marginal rate (currently, as of the date of this Agreement, 2.35%) and social security taxes owed with respect to such
payment. Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon Employee's termination
of employment in connection with a Change of Control. For purposes of determining the amount of the Gross-Up Payment, Employee
shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which
the Gross-Up Payment is to be made, state and local income taxes at the highest marginal rate of taxation in either the state and
locality of Employee's place of employment at the time of the Change of Control or in the state and locality of Employee's residence
at the time or times of payment, as applicable, and FICA at the highest marginal rate in the calendar year in which the Gross-Up
Payment is to be made, net of the maximum reduction in federal income taxes that could be obtained from the deduction of the state
and local taxes.


 






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(b)Notwithstanding
the foregoing provisions of this Section 8, if it shall be determined that Employee is entitled to a Gross-up Payment, but that
the Payments are less than $10,000 more than the greatest amount (the “Reduced Amount”) that could be paid to Employee
such that the receipt of the Payment would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Employee,
and the Payment, in the aggregate, shall be reduced to the Reduced Amount, minus $100. The reduction of the amounts payable hereunder,
if applicable, shall be made by reducing the payments under Section 7(c) hereof, but in any event shall be made in such a manner
as to maximize the value of all Payments actually made to Employee. Such reduction of the amounts payable hereunder shall be made
in the following order: first by reducing or eliminating the portion of the Payments that is payable in cash, including by reducing
or eliminating payments under Section 7(c)(i), second by reducing or eliminating the portion of the Payments that is not payable
in cash (other than Payments as to which Treasury Regulations Section 1.280G-1 Q/A – 24(c) (or any successor provision thereto)
applies (“Q/A-24(c) Payments”)), and third by reducing or eliminating Q/A-24(c) Payments (including by reducing or
eliminating the acceleration of any equity awards). In the event that any Q/A-24(c) Payment is to be reduced, such Q/A-24(c) Payment
shall be reduced or cancelled in the reverse order of the date of grant of the awards. For purposes of reducing the Payments to
the Reduced Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. If the reduction of amounts
payable under this Agreement would not result in the payment of the Reduced Amount, no amounts payable under this Agreement shall
be reduced.


 


(c)Company shall
provide written notice to Employee with respect to each Payment promptly after it occurs, setting forth the nature of such Payment.
Subject to the provisions of this Section 8, all determinations required to be made under this Section 8, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by a law firm or public accounting firm selected by Employee from among those regularly consulted
by Company during the twelve-month period immediately prior to the Change of Control regarding federal income tax matters (the
“Firm”). Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change of Control that
the Firm is precluded from performing such services under applicable auditor independence rules, if applicable, or (ii) the Audit
Committee of the Board determines prior to the Change of Control that it does not want the Firm to perform such services because
of auditor independence concerns, if applicable, or (iii) the Firm is serving as accountant, auditor or legal counsel for the individual,
entity or group effecting the Change of Control, Employee shall select another nationally recognized public accounting firm or
law firm to make the determinations required hereunder (which accounting firm or law firm shall then be referred to as the Firm
hereunder). Within 15 days after the Firm has been notified by Employee or Company that a Payment has occurred, the Firm shall
provide reasonably detailed supporting calculations with respect to such Payment both to Company and Employee. All fees and expenses
of the Firm shall be borne solely by Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by
Company to Employee within 30 days of the receipt of the Firm’s determination. If Payments are reduced to the Reduced Amount
pursuant to Section 8(b) or the Firm determines that no Excise Tax is payable by the Employee without a reduction in Payments,
the Firm shall furnish Employee with a written opinion to the effect that Employee is not required to report any Excise Tax on
Employee's federal income tax return, and that the failure to report the Excise Tax, if any, on Employee's applicable federal income
tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Firm shall be binding
upon Company and Employee. Notwithstanding anything in this Section 8 to the contrary, to the extent any payment under this Section
8 is “nonqualified deferred compensation” (within the meaning of Code Section 409A) payable upon Employee's "Separation
from Service" (within the meaning of Code Section 409A) and Employee is considered a “Specified Employee” of Company
(within the meaning of Code Section 409A), then such payment shall be made on the earlier of Employee's death or the date that
is six months and three (3) business days following the date of Employee's Separation from Service. Any payments made pursuant
to this Section 8 are intended to be made in accordance with Treasury Regulations Section 1.409A-3(i)(1)(v).


 






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(d)As
a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time of the initial determination by
the Firm hereunder, it is possible that a Gross-Up Payment which will not have been made by Company should have been made (the
“Underpayment”), consistent with the calculations required to be made hereunder. In the event that Company exhausts
its remedies pursuant to Section 8(e) below and Employee thereafter is required to make a payment of any Excise Tax, the Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Company to or for
the benefit of Employee.


 


(e)Employee
shall notify Company in writing of any claim by the U.S. Internal Revenue Service that, if successful, would require the payment
by Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days
after Employee is informed in writing of such claim and shall apprise Company of the nature of such claim and the date on which
such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the 30-day period following the
date on which Employee gives such notice to Company (or such shorter period ending on the date that any payment of taxes with respect
to such claim is due). If Company notifies Employee in writing prior to the expiration of such period that it desires to contest
such claim, Employee shall:


 






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(i)give
Company any information reasonably requested by Company relating to such claim,


 


(ii)take
such action in connection with contesting such claim as Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Company,


 


(iii)cooperate
with Company in good faith in order effectively to contest such claim, and


 


(iv)permit
Company to participate in any proceedings relating to such claim;


 


provided,
however, that Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or federal,
state, or local income tax or FICA (including interest and penalties with respect thereto) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(e), Company shall control all
proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole discretion, either
pay the tax claimed to the appropriate taxing authority on behalf of Employee and direct Employee to sue for a refund or contest
the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Company shall determine; provided, however,
if Company pays such claim and directs Employee to sue for a refund, Company shall indemnify and hold Employee harmless, on an
after-tax basis, from any Excise Tax or federal, state, or local income tax or FICA (including interest or penalties) imposed with
respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, any extension
of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested
amount is claimed to be due is limited solely to such contested amount. Furthermore, Company’s control of the contest shall
be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle
or contest, as the case may be, any other issue raised by the U.S. Internal Revenue Service or any other taxing authority.


 


(f)If,
after Company pays a claim pursuant to Section 8(e), Employee becomes entitled to receive any refund with respect to such claim,
Employee shall (subject to Company’s complying with the requirements of Section 8(e)) promptly pay to Company the amount
of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after Company pays a claim
pursuant to Section 8(e), a determination is made that Employee shall not be entitled to any refund with respect to such claim
and Company does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then the amount of such claim paid by Company shall offset, to the extent thereof, the amount of the
Gross-Up Payment required to be paid.


 






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(g)Notwithstanding
anything to the contrary in the foregoing provisions of this Section 8, (i) payment of any Gross-Up Payment shall not be made later
than December 31 of the year next following the year in which the Excise Tax is remitted to the taxing authority, and (ii) reimbursement
of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability, whether federal, state,
or local, shall not be made later than the end of the year following the year in which the taxes that are the subject of the audit
or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, the
end of the year following the year in which the audit is completed or there is a final non-appealable settlement or other resolution
of the litigation.


 


9.                 
Binding Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Employee
and Company and their respective heirs, legal representatives and permitted successors and assigns. If Company shall at any time
be merged or consolidated into or with any other entity, the provisions of this Agreement shall survive any such transaction and
shall be binding on and inure to the benefit and responsibility of the entity resulting from such merger or consolidation (and
this provision shall apply in the event of any subsequent merger or consolidation), and Company, upon the occasion of the above-described
transaction, shall include in the appropriate agreements the obligation that the payments herein agreed to be paid to or for the
benefit of Employee, her beneficiaries or estate, shall be paid.


 


10.             
Dispute Resolution. Employee and Company agree that, in the event any dispute arises out of this Agreement, Employee's
employment or separation from employment with Company and its subsidiaries, or the separation agreement and release contemplated
by Section 6(g) of this Agreement, and the parties to this Agreement cannot resolve the dispute, the dispute shall be submitted
to final and binding arbitration. The arbitration shall be conducted in accordance with the American Arbitration Association's
("AAA") National Rules for the Resolution of Employment Disputes ("Rules"). If the parties cannot
agree to an arbitrator, an arbitrator will be selected through the AAA's standard procedures and Rules. The arbitration shall be
held in Houston, Texas. Arbitration of the parties’ disputes is mandatory and in lieu of any and all civil causes of action
or lawsuits either party may have against the other arising out of this Agreement, Employee's employment or separation from employment
with Company and its subsidiaries, or the separation agreement and release contemplated by Section 6(g) of this Agreement, with
the exception that either party may seek a temporary restraining order and/or temporary injunctive relief in a court to enforce
this Agreement pending arbitration. The prevailing party in any proceeding pursuant to this Section 10, including an
arbitration proceeding, or any appeal thereof, shall be entitled to recover attorney’s fees, court costs and all related
costs from the non-prevailing party.


 


11.             
Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this
Agreement to the extent necessary to effect the intended preservation of such rights and obligations and to the extent that any
performance is required following termination of this Agreement. Without limiting the foregoing, Sections 6(f) and (g) and Sections
7 through 23 shall expressly survive the termination of this Agreement.


 






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12.             
Nonassignability. Neither this Agreement nor any right or interest hereunder shall be assignable by Employee, her
beneficiaries, dependents or legal representatives without Company's prior written consent; provided, however, that nothing in
this Section 12 shall preclude (a) Employee from designating a beneficiary to receive any benefit payable hereunder upon her death
or (b) the executors, administrators or other legal representatives of Employee or her estate from assigning any rights hereunder
to the person or persons entitled thereto.


 


13.             
Compliance with Code Section 409A. It is the intent of this Agreement that no payment to Employee shall result in
“nonqualified deferred compensation” within the meaning of Code Section 409A. However, if all or a portion of the payments
set forth in this Agreement meet the definition of nonqualified deferred compensation, Company intends that such payments be made
in a manner that complies with Code Section 409A. Company shall be entitled to take reasonable steps to fulfill this intent, including,
but not limited to, making any amendments to this Agreement as may be necessary to comply with the provisions of Code Section 409A,
in each case, without the consent of Employee. Notwithstanding the foregoing, Company does not make any representation that the
benefits provided under this Agreement will be exempt from Code Section 409A and makes no undertakings to preclude Code Section
409A from applying to the benefits provided under this Agreement. In addition, a delay of payment shall not, in and of itself,
constitute a violation of the deferral or distribution requirements of Code Section 409A or a breach of this Agreement if, based
on Company’s reasonable understanding, such payment would limit the ability of Company to take a deduction under Section
162(m) of the Code; provided that payment shall be made at the earliest date at which Company reasonably anticipates that the deduction
of the payment amount will not be limited by application of Section 162(m) of the Code or by the end of the calendar year in which
Employee terminates employment.


 


For purposes of applying
the provisions of Code Section 409A, each separately identified amount to which Employee is entitled shall be treated as a separate
payment. The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement may not be
accelerated except as otherwise permitted under Code Section 409A. Furthermore, if any payments are to be made within a specified
period of time or during a calendar year, the date of such payment shall be in the sole discretion of Company.


 


"Terminate,"
"termination of employment" and words of similar import as used in this Agreement shall mean a "Separation from
Service" within the meaning of Code Section 409A.


 


Payment or reimbursement
of expenses incurred by Employee pursuant to this Agreement shall be made promptly and in no event later than December 31 of the
year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement,
or in-kind benefits provided, in any year shall not affect the amount of such expenses eligible for payment or reimbursement, or
in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under
an arrangement described in Code Section 105(b). Additionally, any right to expense reimbursement or in-kind benefits shall not
be subject to liquidation or exchange for another benefit.


 






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14.             
Amendments to this Agreement. Except for increases in the Base Salary, Bonus and other compensation made as provided
in Section 3, this Agreement may not be modified or amended except by an instrument in writing signed by Employee and Company.
No increase in the Base Salary, Bonus or other compensation made as provided in Section 3 will operate as a cancellation or termination
of this Agreement.


 


15.             
Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel
against the enforcement of any provision of this 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.


 


16.             
Severability. If, for any reason, any provision of this Agreement is held invalid, illegal or unenforceable such
invalidity, illegality or unenforceability shall not affect any other provision of this Agreement 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 Agreement 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 Agreement, shall, to the full extent consistent with law, continue
in full force and effect; provided, however, that in the event that the separation agreement and release of claims required by
Section 6(g) is held to be invalid, illegal or unenforceable, Company shall have no obligation to make the payments set forth in
Section 7 of this Agreement until the parties to this Agreement execute a new release in a form suitable to Company and within
the time periods set forth in Section 6(g) and, in the event such payments have been made, Employee shall return all payments previously
made and the proceeds of any exercises of stock options on or after the date of termination of employment and Employee and Company
shall negotiate a new separation agreement and release of claims in good faith. If any provision or part thereof shall be held
invalid, illegal or unenforceable, then to the fullest extent permitted by law, a provision or part thereof shall be substituted
therefor that is valid, legal and enforceable.


 


17.             
Notices. All notices, requests and other communications under this Agreement must be in writing and will be deemed
duly delivered (a) when delivered if delivered in person, (b) three days after being sent by registered or certified mail, return
receipt requested, postage prepaid, (c) one day after being sent for next business day delivery, fees prepaid, via a reputable
nationwide overnight courier service, (d) on the date of confirmation of receipt of transmission by facsimile or (e) on the date
of the notice being sent by e-mail at the e-mail address in the records of Company, in each case to the intended recipient as set
forth below (or to such other address, facsimile number, email address or individual as a party may designate by notice to the
other parties):


 






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If to Company:


 


Far East Energy Corporation


363 North Sam Houston Parkway
East


Suite 380


Houston, Texas 77060


Attention: Chairman of Compensation
Committee


 


If to Employee:


 


Jennifer Hance Whitley


363 North Sam Houston Parkway
East


Suite 380


Houston, Texas 77060


Email address: jwhitley@fareastenergy.com


 


or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective
only upon receipt.


 


18.             
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 Agreement.


 


19.             
Governing Law. This Agreement has been executed and delivered in the State of Texas, and its validity, interpretation,
performance and enforcement, and all disputes and controversies in connection therewith, shall be governed by the laws of Texas,
without giving effect to any principles of conflicts of law that would apply any other law.


 


20.             
Withholding. All amounts paid pursuant to this Agreement shall be subject to withholding for taxes (federal, state,
local, social security or otherwise) to the extent required by applicable law.


 


21.             
Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery
of an executed signature page of this Agreement by facsimile transmission or by email in portable document format (.pdf) shall
be as effective as delivery of a manually executed counterpart hereof.


 


22.             
Entire Agreement. This Agreement contains the entire understanding between the parties hereto and supersedes any
prior employment agreement between Company or any predecessor of Company and Employee except that this Agreement shall not affect
or operate to reduce any benefit or compensation inuring to Employee of a kind elsewhere provided and not expressly provided for
in this Agreement.


 






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23.             
Conflict. In the event of any conflict between the terms and conditions of this Agreement, on the one hand, and the
terms and conditions of any option, restricted stock or other equity award agreement with Employee or any equity plan of Company,
on the other hand, with respect to the exercise of any option, restricted stock or other equity award granted or awarded by Company
to Employee, the effect of a Change of Control or the vesting of such option, restricted stock or other equity award upon or following
termination of employment or a Change of Control, the terms and conditions of this Agreement shall control.


 


(Remainder of page intentionally left
blank; signature page follows)


 




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


 





	 	COMPANY:
	 	 	 
	 	FAR EAST ENERGY CORPORATION
	 	 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Michael R. McElwrath
	 	Name:   	Michael R. McElwrath
	 	Title: 	Chief Executive Officer
	 	 	 
	 	 	 
	 	EMPLOYEE:
	 	 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Jennifer Hance Whitley
	 	 	Jennifer Hance Whitley







  






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