Filed by sedaredgar.com - Manas Petroleum Corporation - Exhibit 10.2







	MANAS PETROLEUM CORPORATION 
	NONSTATUTORY STOCK OPTION AGREEMENT 
	(Non-Investor Relations) 
	 
	 



THIS NONSTATUTORY STOCK OPTION AGREEMENT
(“Agreement”) is made and entered into as of the date set forth
below, by and between MANAS PETROLEUM CORPORATION, a Nevada corporation
(the “Company”), and the following Director of the Company (herein, the
“Optionee”): 

In consideration of the covenants herein set forth, the parties
hereto agree as follows: 

	1. 	
      Option Information.




	 	(a) 	
      Date of
      Option:           August
      10, 2009

	 	 	 
	 	(b) 	
      Optionee:                    
      Dr. Richard Schenz

	 	 	 
	 	(c) 	
      Number of
    Shares:     500,000

	 	 	 
	 	(d) 	
      Exercise
      Price:             $0.68




	2. 	
      Acknowledgements.

	 	 	 
		(a) 	
      The Board of Directors (the “Board” which term
      shall include an authorized committee of the Board of Directors, if one
      has been appointed) has heretofore adopted the MANAS PETROLEUM CORPORATION
      2007 REVISED OMNIBUS PLAN (the “Plan”), pursuant to which this
      Option is being granted; and

	 	 	 
		(b) 	
      The Board has authorized the granting to Optionee of a
      nonstatutory stock option (the“Option”) to purchase shares of
      common stock of the Company (“Common Shares”) upon the terms and
      conditions hereinafter stated.

	 	 	 
	3. 	
      Shares; Price.



3.1        The Company
hereby grants to Optionee the non-transferable right to purchase, upon and
subject to the terms and conditions herein stated, the number of Common Shares
set forth in Section 1(c) above (the “Shares”) for cash (or other
consideration as is authorized under the Plan and acceptable to the Board, in
its sole and absolute discretion) at the price per Share set forth in Section
1(d) above (the “Exercise Price”). 




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4.        
 Term of Option. 

4.1        This Option
shall expire, and all rights hereunder to purchase the Shares shall terminate,
November 21, 2018 or, if earlier, upon the date and for the reasons specified in
Section 7 or Section 8, below. Nothing contained herein shall be construed to
interfere in any way with the right of the Company to terminate the relationship
between it and Optionee, or to increase or decrease the compensation paid to
Optionee, if any, from the rate in effect as of the date hereof. 

5.        
 Vesting of Option. 

5.1        Subject to the
provisions of Sections 7 and 8 hereof, this Option shall become exercisable
during the period that Optionee serves as a consultant, employee, officer or
director of the Company, in quarterly instalments equal to one-twelfth of the
total number of Shares; subject, however, to proration to account for any
partial calendar quarter at the beginning of the vesting period. The first
instalment shall become exercisable on the first day of the first full calendar
quarter after the date of this Agreement and each subsequent instalment shall
become exercisable on the first day of each successive calendar quarter
thereafter. The instalments shall be cumulative (i.e., this option may be
exercised, as to any or all Shares covered by an instalment, at any time or
times after an instalment becomes exercisable and until expiration or
termination of this option). 

6.        
 Exercise. 

6.1        This Option
shall be exercised by delivery to the Company of: 

	 	(a) 	
      written notice of exercise stating the number of Shares
      being purchased (in whole shares only) and such other information set
      forth on the form of Notice of Exercise attached hereto as Appendix
    A;

	 	 	 
	 	(b) 	
      a cashier’s cheque, bank draft, wire transfer (pursuant
      to wire transfer instructions that will be supplied by the Company upon
      request) or cash in the amount of the Exercise Price of the Shares covered
      by the notice (or such other consideration as has been approved by the
      Board of Directors consistent with the Plan); and

	 	 	 
	 	(c) 	
      a written investment representation as provided for in
      Section 13 hereof.



Except as otherwise expressly permitted in Section 8, below,
this Option shall not be assignable or transferable and may be exercised
only by Optionee during his or her lifetime. 




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7.         
Termination of Service. 

7.1        If Optionee’s
service as a consultant, employee, officer or director of the Company terminates
for any reason, no further instalments shall vest pursuant to Section 5 and
Optionee shall have the right at any time within ninety (90) days following such
termination of services or the remaining term of this Option, whichever is less,
to exercise in whole or in part this Option to the extent, but only to the
extent, that this Option was exercisable as of the date Optionee ceased to be
any one or more of a consultant, employee, officer or director of the Company;
provided, however, if Optionee is terminated for reasons that would justify a
termination of employment “for cause” as contemplated by applicable law,
the foregoing right to exercise shall automatically terminate on the date
Optionee ceases to be any one or more of a consultant, employee, officer or
director of the Company as to all Shares covered by this Option not exercised
prior to termination. Unless earlier terminated, all rights under this Option
shall terminate in any event on the expiration date of this Option as defined in
Section 4 hereof. 

8.         
Death of Optionee. 

8.1        If the Optionee
shall die while serving as any of a consultant, employee, officer or director of
the Company, Optionee’s personal representative or the person entitled to
Optionee’s rights hereunder may at any time within ninety (90) days after the
date of Optionee’s death, or during the remaining term of this Option, whichever
is the lesser, exercise this Option and purchase Shares to the extent, but only
to the extent, that Optionee could have exercised this Option as of the date of
Optionee’s death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee. 

9.          No
Rights as Shareholder. 

9.1        Optionee shall
have no rights as a shareholder with respect to the Shares covered by any
instalment of this Option until the effective date of the issuance of Shares
following exercise of this Option, and no adjustment will be made for dividends
or other rights for which the record date is prior to the date such stock
certificate or certificates are issued except as provided in Section 10 hereof.


10.       
Recapitalization. 

10.1      Subject to any required
action by the shareholders of the Company, the number of Shares covered by this
Option, and the Exercise Price thereof, shall be proportionately adjusted for
any increase or decrease in the number of issued Common Shares resulting from a
subdivision or consolidation of Common Shares or the payment of a stock
dividend, or any other increase or decrease in the number of such Common Shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been “effected without receipt of consideration by the Company.” 




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10.2      In the event of a proposed
dissolution or liquidation of the Company, a merger or consolidation in which
the Company is not the surviving entity, or a sale of all or substantially all
of the assets or capital stock of the Company (collectively, a
“Reorganization”), this Option shall terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board;
provided, however, if Optionee shall be a consultant, employee, officer or
director of the Company at the time such Reorganization is approved by the
stockholders, Optionee shall have the right to exercise this Option as to all or
any part of the Shares, without regard to the instalment provisions of Section
5, for a period beginning 30 days prior to the consummation of such
Reorganization and ending as of the Reorganization or the expiration of this
Option, whichever is earlier, subject to the consummation of the Reorganization.
In any event, the Company shall notify Optionee, at least 30 days prior to the
consummation of such Reorganization, of his exercise rights, if any, and that
the Option shall terminate upon the consummation of the Reorganization. 

10.3      Subject to any required
action by the shareholders of the Company, if the Company shall be the surviving
entity in any merger or consolidation, this Option thereafter shall pertain to
and apply to the securities to which a holder of Common Shares equal to the
Shares subject to this Option would have been entitled by reason of such merger
or consolidation, and the instalment provisions of Section 5 shall continue to
apply. 

10.4      In the event of a change in
the Common Shares of the Company as presently constituted, which is limited to a
change of all of its authorized Common Shares without par value into the same
number of Common Shares with a par value, the shares resulting from any such
change shall be deemed to be the Shares within the meaning of this Option. 

10.5      To the extent that the
foregoing adjustments relate to Common Shares or securities of the Company, such
adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as hereinbefore expressly
provided, Optionee shall have no rights by reason of any subdivision or
consolidation of Common Shares of any class or the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class,
and the number and price of Shares subject to this Option shall not be affected
by, and no adjustments shall be made by reason of, any dissolution, liquidation,
merger, consolidation or sale of assets or capital stock, or any issue by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class. 

10.6      The grant of this
Option shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes in its capital or
business structure or to merge, consolidate, dissolve or liquidate or to sell or
transfer all or any part of its business or assets. 




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11.        Taxation upon
Exercise of Option. 

11.1      Optionee understands that,
upon exercise of this Option, Optionee may, depending on applicable tax laws in
the jurisdiction where Optionee is liable for the payment of income taxes,
recognize income, for income tax purposes, in an amount equal to the amount by
which the fair market value of the Shares, determined as of the date of
exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee
shall constitute an agreement by Optionee to report such income in accordance
with then applicable law and to cooperate with the Company in establishing the
amount of such income and corresponding deduction to the Company for its income
tax purposes. Withholding for federal or state income and employment tax
purposes will be made, if and as required by law, from Optionee’s then current
compensation, or, if such current compensation is insufficient to satisfy
withholding tax liability, the Company may require Optionee to make a cash
payment to cover such liability as a condition of the exercise of this Option.


12.        Modification,
Extension and Renewal of Options. 

12.1      The Board or Committee,
as described in the Plan, may modify, extend or renew this Option or accept the
surrender thereof (to the extent not theretofore exercised) and authorize the
granting of a new option in substitution therefor (to the extent not theretofore
exercised), subject at all times to the Plan, the applicable rules of any
regulatory authority or stock exchange, and any applicable laws. Notwithstanding
the foregoing provisions of this Section 12, no modification shall, without the
consent of the Optionee, materially alter to the Optionee’s detriment or
materially impair any rights of Optionee hereunder. 

	13. 	
      TSX Venture Exchange

	 	 	 
		
      If and for so long as any of the Company’s securities are
      listed for trading on the TSX Venture Exchange (the “TSXV”), the
      provisions of this Section 13 will apply to this Agreement and to any
      Options granted hereunder. To the extent that the provisions of this
      Section are inconsistent with the provisions found in the other Sections
      of this Agreement, the provisions of this Section will prevail.

	 	 	 
		13.1 	
      The terms “directors”, “employees”, “consultants”,
      “consultant company” and “management company employee” will have the
      meanings as defined in the applicable policy of the TSXV. As a condition
      precedent to the issuance of an Option, the Company must be able to
      represent to the TSXV as of the grant date that the Option holder is a
      bona fide employee, consultant or management company employee, as
      the case may be.

	 	 	 
		13.2 	
      The exercise price of an Option must be paid in
    cash.

	 	 	 
		13.3 	
      Options and Shares will be subject to all applicable
      trading restrictions in effect pursuant to TSXV policies and the Company
      shall be entitled to legend any Option certificates and the certificates
      representing Shares issued upon exercise of Options accordingly, including
      TSXV legends, as applicable.







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	 	13.4 	
      In the event of the Optionee’s death, any Options held by
      the Optionee shall pass to the personal representative (being the executor
      or administrator of the deceased option holder, duly appointed by a court
      or public authority having jurisdiction to do so) of the Optionee and
      shall be exercisable by the personal representative on or before the date
      which is the earlier of twelve months following the date of death and the
      applicable expiry date.

	 	 	 	 
	 	13.5 	
      If Optionee is a director, employee, consultant or
      management company employee of the Company, Options granted hereunder
      shall expire on the date that is 90 days after the Optionee ceases to be
      in at least one of those categories.

	 	 	 	 
	 	13.6 	
      If Optionee is engaged in investor relations activities,
      Options granted hereunder shall expire on the date that is 30 days after
      the arrangement with Optionee to provide those services expires or is
      terminated.

	 	 	 	 
	 	13.7 	
      The Options granted hereunder are subject to approval by
      a majority of the Company’s disinterested shareholders at a meeting of the
      shareholders if this Agreement would result at any time in:

	 	 	 	 
	 		i. 	
      the number of Common Shares reserved for issuance
      pursuant to all stock options granted to “Insiders” (as that term is
      defined under applicable law), including those granted pursuant to this
      Agreement, exceeding ten percent (10%) of the issued and outstanding
      Common Shares of the Company; or

	 	 	 	 
	 		ii. 	
      the grant to Insiders, within a 12 month period, of a
      number of options, including those granted pursuant to this Agreement,
      exceeding ten percent (10%) of the issued and outstanding Common Shares of
      the Company; or

	 	 	 	 
	 		iii. 	
      the issuance to any one person, including Optionee,
      within a 12 month year period, of a number of Common Shares exceeding five
      percent (5%) of the issued and outstanding Common Shares of the
      Company.



13.8      If the Optionee is not an
individual, the Optionee shall complete and file with TSXV a Certification
and Undertaking Required from a Company Granted an Incentive Stock Option
(Form 4F), as described in Sections 2.5 and 4.2 of TSXV Policy 4.4 as in effect
on the date of this Agreement and as the same may be amended from time-to-time.


13.9      If the Optionee is a new
Insider of the Company, the Optionee shall complete and file a Personal
Information Form (Form 2A) or, if applicable, a Statutory Declaration
(Form 2C1) with TSXV. 

14.      
 Representations and Warranties 

14.1      Optionee authorizes the
Company to represent and warrant to the TSXV that Optionee is, as applicable,
either a “director”, “employee”, or “consultant” of the Company. For the
purposes of this Section 14.1, the foregoing terms shall have the meaning
attributed to them in Section 1.2 of TSXV Policy 4.4 as that Policy is in effect
on the date of this Agreement and as the same may be amended from time-to-time.





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14.2      If on the date of this
Agreement or on the date of exercise of any of the Options granted hereunder,
Optionee is a U.S. Person (as defined in Rule 902 of Regulation S, promulgated
by the Securities and Exchange Commission) or is physically located in the
United States, Optionee represents and agrees that: 

	 	(a) 	
      if and when Optionee exercises this Option in whole or in
      part, Optionee will in each case acquire the Shares upon such exercise for
      the purpose of investment and not with a view to, or for resale in
      connection with, any distribution thereof; and that upon such exercise of
      this Option in whole or in part, Optionee (or any person or persons
      entitled to exercise this Option under the provisions of Sections 7 and 8
      hereof) shall furnish to the Company a written statement to such effect,
      satisfactory to the Company in form and substance. If the Shares
      represented by this Option are registered under the Securities Act of
      1933, as amended (the “Securities Act”) either before or after
      the exercise of this Option in whole or in part, the Optionee shall be
      relieved of the foregoing investment representation and agreement and
      shall not be required to furnish the Company with the foregoing written
      statement;

	 	 	 
	 	(b) 	
      that Optionee has had access to the financial statements
      of the Company, has had the opportunity to ask questions of the Company
      concerning its business, operations and financial condition, and to obtain
      additional information reasonably necessary to verify the accuracy of such
      information (collectively, the “Company Information”). Optionee
      understands that all of the Company Information is available for
      Optionee’s review on both the EDGAR database maintained by the Securities
      and Exchange Commission (as www.sec.gov) and the SEDAR database maintained
      by the Canadian Securities Administrators (at www.sedar.com);

	 	 	 
	 	(c) 	
      that Optionee has sufficient education and experience
      will enable Optionee to review and understand the Company Information and
      is able to assess the merits and the risks of an investment in the Company
      and its business.



14.3      The securities deliverable
upon exercise of these Options may be subject to restrictions on resale under
applicable securities laws and the policies of any stock exchange or market on
which the Company’s securities may be traded or listed for quotation from
time-to-time. Optionee agrees that the Company may take such steps as the
Company deems reasonably necessary to comply with applicable law and the
requirements of any stock exchange and, promptly after receipt of any request
from the Company, acting reasonably, Optionee shall cooperate with the Company
in providing information to regulatory authorities, filing required reports and
similar compliance efforts. 

14.4      Unless and until the Shares
represented by this Option are registered under the Securities Act, all
certificates representing the Shares and any certificates subsequently issued in
substitution therefor and any certificate for any securities issued pursuant to
any stock split, share reclassification, stock dividend or other similar capital
event shall bear legends in substantially the following form: 




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        THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
          IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
          DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
          ACT OF 1933, AS AMENDED (THE “1933 ACT”). 

        NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
          REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
          UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
          IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
          ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
          TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
          TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
          THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
          IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
          TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
          COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
          PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

      

    

  



and/or such other legend or legends as the Company and its
counsel deem necessary or appropriate including, where applicable, any legend
required by the Canadian securities laws or any stock exchange on which
securities of the Company are traded. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company’s transfer agent.


15.        Stand-off
Agreement. 

15.1      Optionee agrees that, in
connection with any registration of the Company’s securities under the
Securities Act, and upon the request of the Company or any underwriter managing
in an underwritten offering of the Company’s securities, Optionee shall not
sell, short any sale of, loan, grant an option for, or otherwise dispose of any
of the Shares (other than Shares included in the offering) without the prior
written consent of the Company or such managing underwriter, as applicable, for
a period of at least one year following the effective date of registration of
such offering. 

16.        Notices.


16.1      Any notice required to
be given pursuant to this Option or the Plan shall be in writing and shall be
deemed to be delivered upon receipt or, in the case of notices by the Company,
five (5) days after deposit in the mail, postage prepaid, addressed to Optionee
at the address last provided by Optionee to the Company. 




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17.        Agreement
Subject to Plan; Applicable Law. 

17.1      This Option is made
pursuant to the Plan and shall be interpreted to comply therewith. A copy of the
Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. The
interpretation and enforcement of this Option Agreement and any questions with
respect to the validity of any Options granted hereunder shall be governed by
the laws of the State of Nevada and, to the extent applicable, the federal laws
of the United States and the securities laws of any state or province of the
United States or Canada having jurisdiction over the Company. 

[SIGNATURE PAGE FOLLOWS.] 




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IN WITNESS WHEREOF, the parties hereto have executed
this Option as of the date first above written. 

	COMPANY: 	MANAS PETROLEUM CORPORATION,
  
	  	a Nevada corporation 
	  	  
	  	  
	  	By:        ______________________________________________
	  	Name:  
      ______________________________________________
	  	Title:    
      ______________________________________________
	  	  
	OPTIONEE: 	By:        ______________________________________________
	  	             
      (signature) 
	  	Name: Dr. Richard Schenz
  


(one of the following, as appropriate, shall be signed)


	I certify that as of the date hereof I am 	 	By his or her signature, the
      spouse of 
	unmarried 	 	Optionee hereby agrees to be
      bound by the 
	  	 	provisions of the foregoing
      INCENTIVE 
	  	 	STOCK OPTION AGREEMENT 
	  	 	  
	  	 	  
	Optionee 	 	Spouse of Optionee







APPENDIX A 

NOTICE OF EXERCISE 

MANAS PETROLEUM CORPORATION 

Re: Nonstatutory Stock Option 

Notice is hereby given pursuant to Section 6 of my Nonstatutory
Stock Option Agreement that I elect to purchase the number of shares set forth
below at the exercise price set forth in my option agreement: 

Nonstatutory Stock Option Agreement
dated:  ________________

Number of shares being purchased: 
________________

Exercise Price: $
________________


A check in the amount of the aggregate price of the shares
being purchased is attached. 

I hereby confirm that such shares are being acquired by me for
my own account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock
for a period of at least one year from the date of exercise and two years from
the date of grant of the Option. 

I understand that the certificate representing the Option
Shares will bear a restrictive legend within the contemplation of the Securities
Act and as required by such other state or federal law or regulation applicable
to the issuance or delivery of the Option Shares. 

I agree to provide to the Company such additional documents or
information as may be required pursuant to the Company’s 2007 Revised Omnibus
Plan. 

 

By:     
____________________________________________
           
(signature) 

Name:
____________________________________________