Form of Incentive Stock Option Agreement.


 Exhibit 10.2 
 FAR EAST ENERGY CORPORATION 
 FORM OF INCENTIVE STOCK OPTION AGREEMENT 
 FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Far East Energy Corporation (the “Company”), a Nevada
corporation, hereby grants to                              (the “Option Holder”), the
option to purchase shares of the common stock, $0.001 par value per share, of the Company (“Shares”), upon the terms set forth in this incentive stock option agreement (this “Agreement”): 
 WHEREAS, the Option Holder has been granted the following award in connection with his or her retention as an employee and as compensation for services
to be rendered, and the following terms reflect the Company’s 2005 Incentive Stock Plan (the “Plan”); 
 NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows. 
 1.
Defined Terms; Plan. Terms used but not defined herein shall have the same meaning ascribed to such terms in the Plan. This Agreement and the grant herein is subject to the terms and conditions herein and the terms and conditions of the
applicable provisions of the Plan, the terms of which are incorporated herein by reference. 
 2. Grant. The Option
Holder is hereby granted an option (the “Option”) to purchase                      Shares (the “Option
Shares”) pursuant to the Plan. The Option is granted as of                      (the “Date of Grant”). This Option
is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Code to the extent that the aggregate Fair Market Value (determined as of the Date of Grant) of Option Shares that are exercisable for the first
time by the Option Holder during any calendar year does not exceed $100,000. The remaining Option Shares covered by this Option, if any, shall be deemed to be non-qualified options. 
 3. Status of Option Shares. The Option Shares shall upon issue rank equally in all respects with the other Shares. 
 4. Option Price. The purchase price for the Option Shares shall be, except as herein provided,
$                     per Option Share, hereinafter sometimes referred to as the “Option Price,” payable immediately in full
upon the exercise of the Option. In no event shall the Option Price be less than 100% of the Fair Market Value of the Option Shares subject to this Option on the Date of Grant (or 110% where the Option Holder owns more than 10% of the combined
voting power of all classes of stock of the Company on the Date of Grant). 
 5. Term of Option. The Option may be
exercised only during the period (the “Option Period”) set forth in Section 7 below and shall remain exercisable until the tenth anniversary of the Date of Grant (or in the case that the Option Holder owns more than 10%
of the combined voting power of the Company on the Date of Grant, then the Option shall remain exercisable until the day preceding the fifth anniversary of Date of Grant). Thereafter, the Option Holder shall cease to have any rights in respect
thereof. 
 6. Exercisability. Subject to the Option Holder’s continued service with the Company and the terms and
conditions of this Agreement and the Plan, the Option will vest and become exercisable with respect to             % of the Option Shares on each of the
                    ,
                    ,
                    ,
                     and 







 
                     anniversaries of the Date of
Grant, so that the Option will be 100% vested and exercisable after the                      anniversary of the Date of Grant, as set forth in
the following schedule: 
  

					
	 Timeframe from Date of Grant
 (Vesting Date)
	  	Vesting	  	Cumulative Vesting
			
	 __________, 20__ (1 year)
	  	%	  	%
			
	 __________, 20__ (2 years)
	  	%	  	%
			
	 __________, 20__ (3 years)
	  	%	  	%
			
	 __________, 20__ (4 years)
	  	%	  	%
			
	 __________, 20__ (5 years)
	  	%	  	%

 7. Exercise of Option. The Option may be exercised for all, or from time to
time any part, of the Option Shares for which it is then exercisable. The exercise date shall be the date the Company receives a written notice of exercise signed by the Option Holder, specifying the whole number of Option Shares in respect of which
the Option is being exercised, accompanied by (a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company (which, at the discretion of the Company, shall include a broker assisted
exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised and (b) payment by the Option Holder of all payroll, withholding or income taxes incurred in connection with the Option exercise (or
arrangements for the collection or payment of such tax satisfactory to the Committee are made). The purchase price for the Shares as to which the Option is exercised shall be paid to the Company in full at the time of exercise at the election of the
Option Holder (i) in cash, (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided,
that, such Shares have been held by the Option Holder for no less than six months, (iii) partly in cash and partly in such Shares, or (iv) through the delivery of irrevocable instructions to a broker to deliver promptly to the
Company an amount equal to the aggregate Option Price for the Shares being purchased. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of the Option Shares would
violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that the Option Shares may be issued without resulting in such violations of law. 
 8. Exercisability Upon Termination of Service by Death or Disability. Upon a Termination of Service by reason of death or
Disability, the Option may be exercised within 180 days following the date of death or Termination of Service due to Disability (subject to any earlier termination of the Option as provided herein), by the Option Holder in the case of Disability, or
in the case of death, by the Option Holder’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but in any case only to the extent the Option Holder was entitled to exercise the Option on the date of
his or her Termination of Service by death or Disability. To the extent that the Option Holder was not entitled to exercise the Option at the date of his or her Termination of Service by death or Disability, or if he or she does not exercise the
Option (which he or she was entitled to exercise) within the time specified herein, the Option shall terminate. Notwithstanding anything to the contrary herein, the Committee may at any time and from time to time prior to the termination of the
Option, with the consent of the Option Holder, extend the period of time during which the Option Holder may exercise his or her Option following the date of Termination of Service due to death or Disability; provided, however, that the
maximum period of time during which the Option shall be exercisable following the date of Termination of Service due to death or Disability shall not exceed the original term of the Option and that notwithstanding any extension of time during which
the Option may be exercised, the Option, unless 







 
otherwise amended by the Committee, shall only be exercisable to the extent the Option Holder was entitled to exercise the Option on the date of Termination
of Service due to death or Disability. Any such extension shall be designed to conform to the requirements of Section 409A of the Code so as to avoid the imposition of the additional income tax. 
 9. Effect of Other Termination of Service. Upon a Termination of Service for any reason (other than death or Disability), the
unexercised Option may thereafter be exercised during the period ending 90 days after the date of such Termination of Service, but only to the extent to which the Option was vested and exercisable at the time of such Termination of Service.
Notwithstanding the foregoing, the Committee may, in its sole discretion, either by prior written agreement with the Option Holder or upon the occurrence of a Termination of Service, accelerate the vesting of unvested Options held by the Option
Holder if the Option Holder’s Termination of Service is without “cause” (as such term is defined by the Committee in its sole discretion) by the Company. 
 10. Effect of Change of Control. Subject to the terms of this Section 10 and the other terms of this Agreement, if,
upon or within 24 months following the occurrence of a Change of Control, [a Termination of Service of the Holder in his capacity as a director of the Company occurs][the Holder’s employment with the Company and its subsidiaries is terminated
without Cause], then the unvested Option Shares subject to the Option shall become immediately vested in full on the date of such Termination of Service. [For purposes of this Section 10, “Cause” shall mean (i) your gross
and willful misappropriation or theft of the Company’s or any of its subsidiary’s funds or property; (ii) your conviction of, or plea of guilty or nolo contendere to, any felony or crime involving dishonesty or moral turpitude; or
(iii) your complete and total abandonment of employment duties at the Company for a period of thirty consecutive days (other than for reason of Disability).] 
 11. Liquidation. In the event of the dissolution or liquidation of the Company, other than pursuant to Section 12 in
connection with a Reorganization, the Option shall terminate as of a date to be fixed by the Committee, provided that not less than 30 days written notice of the date so fixed shall be given to the Option Holder and the Option Holder shall have the
right during such period to exercise the Option as to all or any part of the Option Shares covered hereby as to which the Option would then be exercisable. 
 12. Reorganization. In the event of a Reorganization in which the Company is not the surviving or acquiring company, or in which the Company is or becomes a wholly-owned subsidiary of another company or entity
after the effective date of the Reorganization, then (i) if there is no plan or agreement respecting the Reorganization (“Reorganization Agreement”) or if the Reorganization Agreement does not specifically provide for the
change, conversion or exchange of the Option Shares under outstanding unexercised Options for securities of another corporation, then the Option shall terminate as of a date to be fixed by the Committee, provided that not less than 30 days
written notice of the date so fixed shall be given to the Option Holder and the Option Holder shall have the right during such period to exercise the Option as to all or any part of the Option Shares covered hereby; or (ii) if there is a
Reorganization Agreement and if the Reorganization Agreement specifically provides for the change, conversion or exchange of the Option Shares under outstanding or unexercised options for securities, cash or property of another corporation or
entity, then the Committee shall adjust the Option Shares under such outstanding unexercised Options (and shall adjust the Option Shares which are then available to be optioned, if the Reorganization Agreement makes specific provisions therefor) in
a manner not inconsistent with the provisions of the Reorganization Agreement for the adjustment, change, conversion or exchange of such stock and such options. The term “Reorganization” as used in this Section 12 shall
mean any merger, consolidation, sale of all or substantially all of the assets of the Company, or sale, pursuant to an agreement with the Company, of securities of the Company pursuant to which the Company is or becomes a wholly-owned subsidiary of
another company or entity after the effective date of the Reorganization. 






 13. Early Disposition of Stock. Option Holder agrees that if he or she disposes of
any Option Shares received under this Option within two (2) years after the Date of Grant or within one (1) year after such Option Shares were transferred to Option Holder, then Option Holder will notify the Committee of such disposition
within thirty (30) days after the date of any such disposition. 
 14. Qualification as an Incentive Stock Option.
Option Holder understands that the Option is intended to qualify as an “incentive stock option” within the meaning of Section 422(b) of the Code. Option Holder understands, further, that the Option Price for the Option Shares has been
set by the Committee at a price that the Committee has determined to be not less than 100% (or, if Option Holder owned at the time of grant more than 10% of the voting securities of the Company, 110%) of the Fair Market Value of the Option Shares on
the Date of Grant. The Company believes that the methodology by which the Committee valued the Option Shares at such time represented a good faith attempt, as defined in the Code, at reaching an accurate appraisal of the Fair Market Value of the
Option Shares. Option Holder understands and acknowledges, however, that the Company shall not be responsible for any additional tax liability incurred by Option Holder in the event that the Internal Revenue Service is to determine that this Option
does not qualify as an incentive stock option, for any reason, including without limitation a determination that the Committee’s valuation did not represent a good faith attempt to value the Option Shares. 
 15. Lock Up Agreement. The Option Holder agrees that upon request of the Company or the underwriters managing any underwritten
offering of the Company’s securities, the Option Holder shall agree in writing that for a period of time (not to exceed 180 days) from the effective date of any registration of securities of the Company, the Option Holder will not sell, make
any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Option Shares issued pursuant to the exercise of the Option, without the prior written consent of the Company or such underwriters, as the case may be.

 16. Transfer of Shares. The Option, the Option Shares, or any interest in either, may be sold, assigned, pledged,
hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable United States
federal and state securities laws and the terms and conditions this Agreement and the Plan. 
 17. Expenses of Issuance of
Option Shares. The issuance of stock certificates upon the exercise of the Option in whole or in part, shall be without charge to the Option Holder. The Company shall pay, and indemnify the Option Holder from and against any issuance, stamp or
documentary taxes (other than transfer taxes) or charges imposed by any governmental body, agency or official (other than income taxes) by reason of the exercise of the Option in whole or in part or the resulting issuance of the Option Shares.

 18. Withholding. No later than the date of transfer of the Shares pursuant to the exercise of the Option granted
hereunder (and in any event no later than three days after Option exercise), the Option Holder shall pay to the Company or make arrangements satisfactory to the Committee in any manner permitted by the terms of the Plan regarding payment of any
federal, state or local taxes of any kind required by law to be withheld upon the exercise of the Option and the Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to the
Option Holder, federal, state and local taxes of any kind required by law to be withheld upon the exercise of the Option. 
 19. References. References herein to rights and obligations of the Option Holder shall apply, where appropriate, to the Option Holder’s legal representative or estate without regard to whether specific reference to such legal
representative or estate is contained in a particular provision of this Option. 






 20. Notices. Any notice required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated
below or to such changed address as such party may subsequently by similar process give notice of: 
 If to the Company: 
 Far East Energy Corporation 
 _____________________ 
 _____________________ 
 Attn.: Secretary 
 If to the Option Holder: 
 _____________________ 
 _____________________

 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas applicable to contracts made and to be performed in the State of Texas without regard to conflict of laws principles. 
 22. Entire Agreement. This Agreement and the Plan constitute the entire agreement among the parties relating to the subject matter hereof, and any previous agreement or understanding among the parties with respect thereto is
superseded by this Agreement and the Plan. 
 23. Counterparts. This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument. 
 24. Conflict. To the extent the provisions of this
Agreement conflicts with the terms and conditions of any written agreement between the Company and the Option Holder, the terms and conditions of such agreement shall control. 
 25. Qualification as an Incentive Stock Option. The Option Holder understands that, subject to the terms of Section 2
of this Agreement, this Option is intended to qualify as an “incentive stock option” within the meaning of Section 422(b) of the Code. The Option Holder understands, further, that the Option Price for the Option Shares subject to this
Option has been set by the Committee at a price that the Committee has determined to be not less than 100% (or, if the Option Holder owns more than 10% of the combined voting power of all classes of stock of the Company on the Date of Grant, 110%)
of the Fair Market Value of the Option Shares on the Date of Grant. The Company believes that the methodology by which the Committee valued the Option Shares at such time represented a good faith attempt, as defined in the Code, at reaching an
accurate appraisal of the Fair Market Value of the Option Shares. The Option Holder understands and acknowledges, however, that the Company shall not be responsible for any additional tax liability incurred by the Option Holder in the event that the
Internal Revenue Service is to determine that this Option does not qualify as an incentive stock option, for any reason, including without limitation a determination that the Committee’s valuation did not represent a good faith attempt to value
the Option Shares. 






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

					
	FAR EAST ENERGY CORPORATION
		
	By:	 	  
		 	Name:	 	  
		 	Title:	 	  


  

	
	[NAME]
	
	   
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