Exhibit 10.54
FAR EAST ENERGY CORPORATION
FORM OF NON-QUALIFIED 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 stock option agreement (this " Agreement "):
WHEREAS, the Option Holder has been granted the following award in connection with his or her
retention to provide services to the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the
parties hereto agree as follows.
1.
Grant . The Option Holder is hereby granted an option (the " Option ") to purchase
____________ Shares (the " Option Shares "). The Option is granted as of _________________ (the " Date
of Grant "). This Option shall not be treated as an "incentive stock option" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the " Code ").
2.
Status of Option Shares . The Option Shares shall upon issue rank equally in all
respects with the other Shares.
3.
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.
4.
Term of Option . The Option may be exercised only during the period (the " Option
Period ") set forth in Section 6 below and shall remain exercisable until the tenth anniversary of the Date of
Grant. Thereafter, the Option Holder shall cease to have any rights in respect thereof.
5.
Exercisability . Subject to the Option Holder's continued service with the Company
and the terms and conditions of this Agreement, the Option will vest and become