EX-10.1



 








Exhibit 10.1




MAGELLAN PETROLEUM CORPORATION




NONQUALIFIED STOCK OPTION




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



     WHEREAS, the Optionee is an eligible director of the Company and the Company through the
Compensation Committee of the Board of Directors has approved the grant of Nonqualified Stock
Options (“Options”) under the Plan to the Optionee.



     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 are
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 earlier of
(i) the date specified in Section 3 below or (ii) if the Optionee resigns or retires
from the Board of Directors, the first (1st) anniversary of the date of the
Optionee’s retirement or resignation.
	 
	 	(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)(ii) 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 Options shall become immediately in full exercisable with respect
to the entire amount of the Stock subject to the Options.
	 
	 	(e)	 	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.
	 
	 	(f)	 	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:
	 	 	____________________	 
	 
	 	 	 	 	 	 
	 

	 	Number of shares of Stock

Subject to this Option:
	 	 	100,000	 
	 
	 	 	 	 	 	 
	 

	 	Grant Date:
	 	 
	November 28, 2005

	 
	 	 	 	 	 	 
	 

	 	Exercise Price Per Share:
	 	 	$1.60	 
	 
	 	 	 	 	 	 
	 

	 	Expiration Date:
	 	 
	November 28, 2015








	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, his 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 his
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 Grant Date identified in Section 3.



	 	 	 
	Agreed to:

	 	MAGELLAN PETROLEUM CORPORATION
	 
	 	 
	____________________

	 	By: ____________________
	 
	 	 
	Optionee: __________

	 	Name: Daniel J. Samela

Title: President and CEO






Date: November 28, 2005