FAR EAST ENERGY CORPORATION
2005 STOCK INCENTIVE PLAN
1. Purpose of the Plan
The purpose of the Plan is to (i) aid the Company and its Subsidiaries and Affiliates in attracting, securing
and retaining employees of outstanding ability, (ii) attract members to the Board, (iii) attract consultants to
provide services to the Company and its Subsidiaries and Affiliates, as needed, and (iv) motivate such persons to
exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of
Awards. The Company expects that it will benefit from the added interest, which such persons will have in the
welfare of the Company as a result of their proprietary interest in the Company's success.
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
Act : The Securities Exchange Act of 1934, as amended, or any successor thereto.
Affiliate : Any entity (i) 20% or more of the voting equity of which is owned or controlled
directly or indirectly by the Company, or (ii) that had been a business, division or subsidiary of the Company, the
equity of which has been distributed to the Company's stockholders, even if the Company thereafter owns less
than 20% of the voting equity.
Award : An Option, Stock Appreciation Right or Other Stock-Based Award granted
pursuant to the Plan.
Award Agreement : Any written agreement, contract, or other instrument or document
evidencing an Award.
Beneficial Owner or Beneficially Owned : As such term is defined in Rule 13d-3 under
the Act (or any successor rule thereto).
Board : The Board of Directors of the Company.
Change of Control : The occurrence of any of the following events:
(i) any Person becomes the Beneficial Owner, directly or indirectly, of more than
forty percent (40%) of the combined voting power of the th