E xh ibit 10.72
FOURTH AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Fourth Amendment to Amended and Restated Employment Agreement (this " Amendment ") is entered this
day of December, 2008 (the " Effective Date "), by and between Far East Energy Corporation, a Nevada
corporation (the " Company ") and Michael R. McElwrath (the " Executive ").
WHEREAS, the Company and the Executive entered into that certain Amended and Restated Employment
Agreement dated effective December 23, 2004 (as amended, the " Existing Agreement "); and
WHEREAS, the Company and the Executive desire to amend the Existing Agreement on the terms herein
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements of the parties
herein contained, the parties hereto agree as follows:
Section 1.01. Capitalized terms used in this Amendment that are not defined herein shall have the meanings
ascribed thereto by the Existing Agreement.
Section 2.01. Second paragraph of the Agreement . The following paragraph is hereby inserted immediately
following the first paragraph of the Agreement and immediately preceding the first WHEREAS clause to read in
its entirety as follows:
"The Company intends that this Agreement, as amended, applies solely to compensation that is
considered deferred compensation within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code") to the extent it is earned or vested on or after January
1, 2005, including any earnings thereon, and only for such compensation that was not paid or
distributed prior to December 31, 2008."
Section 2.02. Paragraph following Section 6(a)(iii) . The sentence immediately following Section 6(a)(iii) of the
Existing Agreement is hereby amended and restated to read in its entirety as follows:
"Within three years following Executive's termina