Manas Petroleum Corporation: Exhibit 10.3 - Filed by newsfilecorp.com







	MANAS PETROLEUM CORPORATION 
	STOCK OPTION AGREEMENT 
	(Not For Use For Investor Relations) 
	 


THIS 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 officer 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: 	February 1, 2013 
	 	 	 	 
	  	(b) 	Optionee: 	<> 
	 	 	 	 
	  	(c) 	Number of Shares: 	<> 
	 	 	 	 
	  	(d) 	Exercise Price: 	CDN$<> per Share 


2.            
Acknowledgements. 

	 	(a) 	
      The Board of Directors (the “Board”) and the
      shareholders of the Company have adopted the MANAS PETROLEUM CORPORATION
      2011 STOCK OPTION PLAN (the “Plan”), pursuant to which this Option
      is being granted; and

	 	 	 
	 	(b) 	
      The Board has authorized the granting to Optionee of a
      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 at the
price per Share set forth in Section 1(d) above (the “Exercise Price”).


4.            
Term of Option. 

4.1          
This Option shall expire, and all rights hereunder to purchase the Shares shall
terminate, ten (10) years from the date hereof or, if earlier, upon the date and
for the reasons specified in Section 7, Section 8 or Section 13, 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 Section 7, Section 8 or Section 13, below, this
Option shall become exercisable in eight equal instalments equal to one-eighth
of the total number of Shares. The first instalment shall become exercisable on
the first day of the third full calendar month after the date of this Agreement and each subsequent instalment shall become
exercisable on the first day of the calendar month that is three months after
the prior instalment has vested, with the final instalment vesting on the first
day of the 24th calendar month after the date of this Agreement. 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). 




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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; 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. 

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 thirty (30) 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
specified 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. 




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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.” 

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 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 Optionee 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.

	 	 	 
	 	13.4 	
      In the event of Optionee’s death, any Options held by
      Optionee shall pass to the personal representative (being the executor or
      administrator of the deceased Optionee, duly appointed by a court or
      public authority having jurisdiction to do so) of 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.







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	 	13.5 	
      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.



13.6         
 If Optionee is not an individual, 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. 

13.7          
If Optionee is a new Insider of the Company, 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. 

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);







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	 	(c) 	
      that Optionee has sufficient education and experience as
      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; and

	 	 	 
	 	(d) 	
      that Optionee will provide any information required by
      the Company in connection with the grant of the Option or the exercise
      thereof and that all information provided by Optionee to the Company is
      complete and accurate and Optionee understands and agrees that the Company
      and others will rely upon the truth and accuracy of such acknowledgements,
      representations and agreements, and Optionee agrees that if any of such
      acknowledgements, representations and agreements are no longer accurate or
      have been breached, Optionee shall promptly notify the
  Company.



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: 

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. 




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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. 

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: 	<> 


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


	I certify that as of the date hereof I am unmarried 	 	By his or her signature, the spouse of 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 2011 Stock Option Plan.


	 	By: 	
	 	 	(signature) 
	 	 	  
	 	Name: