The Compensation Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Samson Oil & Gas Limited ("Samson"). The purpose of the Committee is to (i) discharge the Board's responsibilities relating to the compensation of Samson's executive officers and directors, (ii) review and discuss with management the Compensation Discussion and Analysis ("CD&A") to be included in the proxy statement and Annual Report on Form 10-K and (iii) prepare the Compensation Committee Report required by U.S. Securities and Exchange Commission rules for inclusion in Samson's annual report and proxy statement in order to recommend that the CD&A be included in such proxy statement and annual report.The Committee shall endeavor to ensure that compensation programs are designed to encourage high performance, promote accountability and align the affected employees' interests with those of the Samson's shareholders.
The Committee shall be comprised of at least three directors, none of whom shall be an employee of the Samson and each of whom shall (i) satisfy the independence requirements of the NYSE Amex, (ii) be a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and (iii) be an "outside director" under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").The members of the Committee shall be appointed by the Board. The Board may remove any member from the Committee at any time. The Board shall also designate a Committee Chairman.
The Chairman (or in the Chairman's absence, a member designated by the Chairman) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are consistent with the provisions of Samson's Constitution that are applicable to the Committee.The Committee shall meet at least once per year and more frequently as the Committee deems necessary or desirable.
The Committee shall:1. Executive Officer Compensation. Review and approve all compensation programs applicable to "executive officers" of Samson, as that term is defined by SECrules, including all forms of salary paid to executive officers of Samson, the grant of all forms of bonus and equity compensation provided to the executive officers of Samson and all compensation provided for in employment and termination agreements, including any severance compensation or in connection with achange in control.2. Chief Executive Officer Compensation. Annually review and approve Samson's goals and objectives relevant to the compensation of the Chief Executive Officer and evaluate the performance of the Chief Executive Officer in light of those goals and objectives. Based on such evaluation, the Committee shall have the sole authority to set the compensation (including base salary, incentive compensation and equity-based awards) of the Chief Executive Officer. In determining compensation, the Committee shall consider factors it deems appropriate from time to time, including Samson's performance and relative shareholder return, the nature, extent and acceptability of risks that the Chief Executive Officer may be encouraged to take by such compensation, the value of similar compensation packages for chief executive officers at comparable companies, and the compensation awarded to management in prior years.3. Director Compensation. Review and approve all compensation programs applicable to members of the Board, including all forms of cash compensation paid to members of the Board and the grant of all forms of equity compensation provided to members of the Board.4. Benefit Plans and Remuneration Programs. Establish, review, amend and terminate, and have the authority to administer, Samson's benefit plans, including incentive compensation plans, equity-based plans and deferred compensation plans. The Committee shall recommend to the full Board any new or successor stock compensation plans or executive cash incentive plans which require shareholder approval. The approval of the Board shall be required to approve such plans and to solicit the related shareholder consent.5. Regulatory Compliance. In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing Samson's policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.6. Risk Assessment. Review the risks associated with Samson's compensation policies and practices, including an annual review of Samson's risk assessment of its compensation policies and practices for its employees.7. Post-Service Arrangements. Review and approve any post-service arrangements offered to an executive officer.8. Indemnification Matters. Manage and review executive officer and director indemnification and insurance matters, including without limitation, matters relating to the procurement and maintenance of directors' and officers' insurance.9. Compensation Discussion and Analysis; Compensation Disclosures. Review and discuss the CD&A section proposed for inclusion in Samson's Annual Report on Form 10-K and annual proxy statement with management and recommend to the Board whether such section should be so included. In that connection, the Committee shall also review the related tabular and other disclosuresabout executive compensation proposed by management for inclusion in suchAnnual Report and proxy statement.10. Annual Compensation Committee Report. Produce a Compensation Committee Report for inclusion in Samson's annual proxy statement, in accordance with applicable rules and regulations.11. Access to Records, Advisers and Others. Have the resources and authority to discharge its duties and responsibilities as described herein. In particular, the Committee shall have the sole authority, as it deems appropriate, to retain, terminate and/or replace, as needed, any independent counsel, compensation and benefits consultants and other outside experts or advisors as the Committee believes to be necessary or appropriate (a "Compensation Adviser"). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Compensation Adviser. Samson shall provide for appropriate funding, as determined by the Committee in its sole discretion, for payment of compensation to any Compensation Adviser. When selecting a Compensation Adviser, if it elects to do so, the Committee shall consider the independence factors set forth under Section 10C(b) and Rule 10C-1(b)(4) of the Securities Exchange Act of 1934 and any applicable listing standards adopted by the NYSE Amex. The Committee shall have full access to any relevant records of Samson and subject to any limitations imposed by applicable laws or listing standards, the Committee may also utilize the services of Samson's employees, legal counsel or other advisors to Samson.12. Reports to Board. Report its actions and any recommendations to the Board after each Committee meeting.13. Delegation. When appropriate, as permitted under applicable law and the listing standards of the NYSE Amex, the Board or the Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of theCommittee, the Board or members of management, except that it shall not delegate its responsibilities for any matters where it has determined such compensation is intended to comply with Section 162(m) of the Internal Revenue Code or is intended to be exempt from Section 16(b) under the Securities Exchange Act of 1934 pursuant to Rule 16b-3 and the delegation could disqualify the compensation under either or both of such provisions.14. Committee Evaluation. Review and evaluate, at least annually, the adequacy of this charter and make recommendations to the Board of any changes that it believes to be necessary or appropriate. The Committee shall also perform an annual evaluation of the Committee's performance, report the results of this evaluation to the Board, together with any related recommendations, and make responsive changes to that performance evaluation, if any are required.In addition to the authority and responsibilities expressly delegated to the Committee in this charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with Samson's Constitution. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.Approved by the Board of DirectorsDate: 28 July 2011