Non-qualified Stock Option Award Agreement



 Exhibit 10.2 

MAGELLAN PETROLEUM CORPORATION 

NONQUALIFIED STOCK OPTION AWARD AGREEMENT 

THIS AGREEMENT, made as of the grant date indicated in Section 3 below (the
“Grant Date”), and between Magellan Petroleum Corporation, a Delaware corporation (the “Company”), and the undersigned individual (the “Optionee”), pursuant to the Magellan Petroleum Corporation 1998 Stock Incentive
Plan, as amended (the “Plan”). Terms used but not defined herein shall have the same meaning as in the Plan. 

WHEREAS, effective the date hereof the Optionee has been appointed as the Controller of the Company;
and 
 WHEREAS, the Company, acting through the Compensation Committee and the full Board
of Directors has approved the award of Nonqualified Stock Options (the “Options”) under the Plan to the Optionee (the “Award”). 

NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and
pursuant to the Plan, the parties agree as follows: 
  

	1.	Grant of Options. The Company hereby grants to the Optionee the right and option to purchase from the Company, at the exercise price set forth in
Section 3 below, all or any part of the aggregate number of shares of common stock, par value $0.01 per share, of the Company, as such common shares are presently constituted (the “Stock”), set forth in said Section 3.


  

	2.	Terms and Conditions. It is understood and agreed that the Options evidenced hereby shall at all times be subject to the provisions of the Plan (which are
incorporated herein by reference) and the following terms and conditions: 

  

	 	(a)	Expiration Date. The Options evidenced hereby shall expire on the date specified in Section 3 below, or earlier as provided in Section 7 of the
Plan. 

  

	 	(b)	Exercise of Option. The Options evidenced hereby shall be exercisable from time to time by (i) providing written notice of exercise ten
(10) days prior to the date of exercise specifying the number of shares for which the Options are being exercised, addressed to the Company at its principal place of business, and (ii) either: 


 

	 	(A)	Cash Only Exercise – submitting the full cash purchase price of the exercised Stock; or 









	 	(B)	Cashless Exercise – submitting appropriate authorization for the sale of Stock in an amount sufficient to provide the full purchase price in accordance with
Section 5(d) of the Plan, or 

  

	 	(C)	Combination – tendering a combination of (i) and (ii) above. 


 

	 	(c)	Withholding Taxes. Without regard to the method of exercise and payment, the Optionee shall pay to the Company, upon notice of the amount due, any
withholding taxes payable with respect to such exercise, which payment may be made with shares of Stock which would otherwise be issued pursuant to the Options. 


 

	 	(d)	Vesting. The shares covered by the Options shall vest as follows: 


 

	 	(i)	Seventy-Five thousand (75,000) Option shares shall vest in full on October 1, 2010; 


 

	 	(ii)	Seventy-Five thousand (75,000) Option shares shall vest in full on October 1, 2011; and 


 

	 	(e)	Acceleration. The Options evidenced hereby shall immediately be accelerated and vest in full upon the occurrence of a “Change of Control” of the
Company as defined in Section 15 of the Plan. 

  

	 	(f)	Compliance with Laws and Regulations. The Options evidenced hereby are subject to restrictions imposed at any time on the exercise or delivery of shares
in violation of the By-Laws of the Company or of any law or governmental regulation that the Company may find to be valid and applicable. 

  

	 	(g)	Interpretation. Optionee hereby acknowledges that this Agreement is governed by the Plan, a copy of which Optionee hereby acknowledges having received,
and by such administrative rules and regulations relative to the Plan and not inconsistent therewith as may be adopted and amended from time by the Committee (the “Rules”). Optionee agrees to be bound by the terms and provisions of the
Plan and the Rules. 

  

	3.	Option Data. 

  

			
	Optionee’s Name:	 	Susan M. Filipos
		
	 Number of shares of Stock

Subject to this Option:
	 	150,000 (one hundred, fifty thousand) shares
		
	Grant Date:	 	October 1, 2009
		
	Exercise Price Per Share:	 	$1.40 per share
		
	Expiration Date:	 	October 1, 2019

  

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	4.	Miscellaneous. This Agreement and the Plan (a) contains the entire Agreement of the parties relating to the subject matter of this Agreement and
supersedes any prior agreements or understandings with respect thereto; and (b) shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Optionee, her heirs, devisees and legal representatives. In the
event of the Optionee’s death or a judicial determination of his incompetence, reference in this Agreement to the Optionee shall be deemed to refer to her legal representative, heirs or devisees, as the case may be. 


* * * * * * 

IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its authorized officer, as of the date identified below. 
  

							
	Agreed to:	 		 	MAGELLAN PETROLEUM CORPORATION
				
	 /s/ Susan M. Filipos
	 		 	By:	 	 /s/ Daniel J. Samela

	Optionee: Susan M. Filipos	 		 		 	Name: Daniel J. Samela
		 		 		 	Title: Chief Financial Officer
				
	Date: October 1, 2009	 		 		 	

  

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