UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): December 20, 2011
 
SAMSON OIL & GAS LIMITED
(Exact name of registrant as specified in its charter)
 
Australia
 
001-33578
 
N/A
(State or other jurisdiction of incorporation or organization)
 
(Commission file number)
 
(I.R.S. Employer
Identification Number)
         
Level 36, Exchange Plaza, 2 The Esplanade
Perth, Western Australia 6000
   
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  011 61 8 9220 9830
 
 (Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
ITEM 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)             On December 20, 2011, the Company’s Managing Director, President and Chief Executive Officer Terence M. Barr’s employment agreement was amended to (i) remove all provisions relating to severance payable in connection with a change in control of the Company, and (ii) provide that if the Company gives Mr. Barr less than 12 months prior written notice of the date of termination without cause, then the Company will pay Mr. Barr severance payment equal to his total salary for the difference between the required 12 months notice and the actual notice given by the Company.  The pre-amended employment agreement provided for a 90 day notice period and severance payment equal to his total salary for the difference between the required 90 days notice and the actual notice given by the Company.

The amendments to remove provisions relating to change in control severance payments were made in order to ensure that the Company remains in full compliance with the listing requirements of the Australian Securities Exchange (ASX).

ITEM 9.01
Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibit No.
 
Description
10.1
 
Amendment to Employment Agreement with Terence M. Barr, dated December 20, 2011.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: December 20, 2011
   
     
 
SAMSON OIL & GAS LIMITED
     
     
 
By:
 /s/ Robyn Lamont
   
Robyn Lamont
   
Chief Financial Officer
 
 
 
 
 
EXHIBIT INDEX

Exhibit No.
 
Description
10.1
 
Amendment to Employment Agreement with Terence M. Barr, dated December 20, 2011.
 
 
 
 
 
AMENDMENT TO EMPLOYMENT AGREEMENT
 
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is entered into as of December 20, 2011, (the “ Amendment Date”) , to by and between Samson Oil and Gas USA, Inc., a Colorado corporation (“ Company ”), and Terence M. Barr (“ Employee ”) to amend that certain Employment Agreement (the “ Agreement ”) between Employee and Company dated January 1, 2011 (the “ Effective Date ”).
 
Recitals
 
By this Amendment, Company and Employee wish to amend the Agreement to remove all provisions of the Agreement that would provide additional benefits to Employee upon a Change of Control (as defined in Section 4.4 of the Agreement).  Employee and Company agree that the removal of such provisions is in the best interests of the Company and Employee in order to ensure that the Company remains in full compliance with the listing requirements of the Australian Securities Exchange (the “ ASX ”).
 
Amendment
 
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, Company and Employee agree to amend the Agreement as follows:
 
1.     Section 4.4 of the Agreement is deleted and the following new Section 4.4 is inserted in its place:
 
“4.4            Termination Without Cause .  At any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder by written notice to Employee.  Upon any termination without Cause pursuant to this Section 4.4, Company shall pay Employee any unpaid amounts of his Total Salary accrued prior to the date of termination and shall reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, provided, however, that if Company provided Employee with less than twelve (12) months prior written notice of the date of such termination without Cause, then in addition to his Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“ Severance Payments ”) equal to his Total Salary for the difference between the required twelve (12) months notice and the actual notice given by Company (the “ Without Cause Notice Period ”), subject to all appropriate withholdings and deductions.  Severance Payments shall be paid to Employee in a lump sum upon the termination of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed a form of release agreement satisfactory to Company, returned it to Company and not revoked it during any applicable statutory revocation period.  Employee will forfeit the right to any payment under this Section 4.4 unless such release, which will be provided by Company promptly after Employee’s termination, is signed and not subsequently revoked within ninety (90) days after it has been provided to Employee.  Employee shall also receive the Additional Benefits for the entire Without Cause Notice Period (the “ Severance Benefits ”)  Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability hereunder other than any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee in accordance with Section 3.2 and under the terms thereof.”
 
 
 
 
 
2.           Section 4.6 of the Agreement is deleted and the following new Section 4.6 is inserted in its place:
 
“4.6             Resignation for Good Reason .   Employee may, by written notice to Company during the Term, elect to terminate his employment on the basis of “good reason” if there is (a) a material change of the principal location in which Executive is required to perform his duties hereunder without Executive’s prior consent (it being agreed that any location within the state of Colorado shall not be deemed a material change); or (b) a material reduction in (or a failure to pay or provide a material portion of) Employee’s Total Salary or other benefits payable under this Agreement.  Any such notice of termination by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford Company an opportunity to cure such circumstances at any time within the thirty (30) day period following the date of such notice.  If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive and of no further force and effect.  If the circumstances cited in Executive’s notice qualify as “good reason” hereunder and are not cured within the thirty (30) days after the notice, this Agreement shall be terminated ninety (90) days after Executive’s original written notice and such termination shall be treated in all respects as if it had been a termination without cause and without notice under Section 4.4 of this Agreement.”
 
3.
Governing Law .  This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws.
 
4.
Counterparts and Facsimile Signatures .  This Amendment may be executed in one or more counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.  Telecopies or other electronic facsimiles of original signatures shall be deemed to be the same as original signatures for all purposes.
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.
 
 
 
COMPANY:

SAMSON OIL AND GAS USA, INC.
 
       
 
By:
/s/ Robyn Lamont­­­    
                                                  
Robyn Lamont, Vice President-Finance
 
 
PARENT:

SAMSON OIL AND GAS LIMITED
 
       
 
By:
/s/ Victor Rudenno     
 
Victor Rudenno, Director

 
Attest:
/s/ Denis Rakich        
 
Denis Rakich, Secretary

 
EMPLOYEE:
 
       
 
By:
/s/ Terence M. Barr      
    Terence M. Barr