EXHIBIT 10.1
FIRST
AMENDMENT TO THE MAGELLAN PETROLEUM
CORPORATION
1998 STOCK OPTION PLAN
This
First Amendment to the Magellan Petroleum Corporation 1998 Stock Option Plan
(the “Plan”) is adopted this 24th day of
October 2007, by Magellan Petroleum Corporation (the “Company”).
W
I T N E S S E T H :
WHEREAS,
the Board of Directors of the Company approved the Plan on December 3, 1997 and
the Company’s shareholders approved the Plan, effective December 2,
1998;
WHEREAS,
the Company reserved the right to the Board of Directors to amend the Plan in
Section 14 thereof “in order to conform to any change in the law or
regulation applicable” to the Company;
WHEREAS, the American Jobs Creation Act
of 2004 added a new Section 409A to the Internal Revenue Code of 1986, as
amended;
WHEREAS,
the Company wishes to amend the Plan to eliminate the Plan’s provisions on
“repricing” and “reload” of option and SAR awards in order to conform the
provisions of the Plan to the requirements of Section 409A and the IRS final
regulations adopted thereunder; and
WHEREAS, the Company’s common stock has
been voluntarily delisted from the Pacific Exchange and the Company wishes and
to delete all references to the “Pacific Exchange” from the Plan.
NOW, THEREFORE, BE IT RESOLVED THAT the
Plan is hereby amended as set forth below.
1. Section
5(a)(v) of the Plan and subsection (v) in the first sentence of Section 6
are hereby deleted in their entirety.
2. All
references in the Plan to the “Pacific Exchange” are hereby deleted and the term
“Nasdaq Stock Market, Inc.” is hereby substituted therefor.
3.
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Section
10 of the Plan is deleted in its entirety and the following is substituted
therefore:
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Section
10. No
Repricings. Notwithstanding anything to the contrary in this
Plan, the purchase price of each share of Stock subject to an outstanding
option granted under the Plan may not be decreased after
the date of grant nor may an outstanding option granted under the Plan be
surrendered to the Company as consideration for the grant of a new option with a
lower exercise price (except as otherwise provided in Section 11 hereof
relating to the adjustment of awards upon changes in capitalization of the
Company).
4. Except
as hereby amended, the Plan remains in full force and effect.