Exhibit 10.5
MAGELLAN PETROLEUM CORPORATION
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
This Agreement, made as of the grant date indicated in Section 3 below (the Grant
Date), by and between Magellan Petroleum Corporation, a Delaware corporation (the Company), and
the undersigned individual (the Optionee), pursuant to the Magellan Petroleum Corporation 1998
Stock Option Plan, as amended on October 24, 2007, as further amended and renamed the 1998 Stock
Incentive Plan on December 11, 2008 and as further amended on March 19, 2009 and May 27, 2009 (the
Plan). Terms used but not defined herein shall have the same meaning as in the Plan).
Whereas, the Optionee commenced service to the Company as a consultant as of the date
hereof;
Whereas, the Company wishes to (a) recognize Optionees extensive experience and
proven leadership in the oil and gas business; (b) acknowledge Optionees potential to contribute
to the success of the Company; and (c) provide a proper long-term equity-based incentive for
Optionee to expend his maximum effort for the growth and success of the Company; and
Whereas, the Company, acting through the Compensation Committee and the full Board of
Directors has previously approved the award of Nonqualified Stock Options (Options) under the
Plan to the Optionee (Award).
Now, Therefore, in consideration of the terms and conditions of this Agreement and
pursuant to the Plan, the parties agree as follows:
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Grant of Options. The Company hereby grants to the Optionee the right and option to
purchase from the Company, at the exercise price set forth in Section 3 below, all or any part
of the aggregate number of shares of common stock, par value $0.01 per share, of the Company,
as such common shares are presently constituted (the Stock), set forth in said Section 3. |
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Terms and Conditions. It is understood and agreed that the Options evidenced hereby
shall at all times be subject to the provisions of the Plan (which are incorporated herein by
reference) and the following terms and conditions: |
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(a) |
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Expiration Date. The Options evidenced hereby shall expire on the date
specified in Section 3 below, or earlier as provided in Section 7 of the Plan. |
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(b) |
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Exercise of Option. The Options evidenced hereby shall be exercisable
from time to time by (i) providing written notice of exercise ten (10) days prior to
the date of
exercise specifying the number of shares for which the Options are being exercised,
addressed to the Company at its principal place of business, and (ii) either: |
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In Witness Whereof, the Company has caused this instrument to be executed by its
authorized officer, as of the Grant Date identified in Section 3.
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Agreed to: |
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MAGELLAN PETROLEUM CORPORATION |
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/s/ J. Thomas Wilson
Optionee: J. Thomas Wilson
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By:
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/s/ William H. Hastings
Name: William H. Hastings
Title: President and CEO
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Date: July 9, 2009
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