■Proposal 4 (Executive Compensation): To consider and vote upon, on a ~~Form 8-K filed with the SEC after the Expiration Date.~~

Notwithstanding anything to the contrary set forth in this Consent Solicitation Statement, we reserve the right, at any time before the Expiration Date, to amend or terminate the solicitation, or to delay accepting written consents.

If you have any questions about the consent solicitation or how to vote or revoke your written consent, or if you should need additional copies of this Consent Solicitation Statement or voting materials, please contact Lloyd Tim Rochford,non-binding, advisory basis, a ~~director of the Company, at (760) 346-5961.~~

~~Revocation of Consents~~

Written consents may be revoked or withdrawn by the shareholders at any time before 5:00 p.m. Mountain Time on the Expiration Date. To be effective, a written, facsimile, or email revocation or withdrawal of the written consent must be received by our legal counsel before such time and addressed as follows: Ring Energy, Inc., Attn: Legal Counsel, 1656 Reunion Avenue, Suite 250, South Jordan, Utah 84095; by email at jamie@vancelaw.us, or by facsimile at (801) 446-8803. A notice of revocation or withdrawal must specify the shareholder’s name and the number of shares being withdrawn. After the Expiration Date, all written consents previously executed and delivered and not revoked will become irrevocable.

~~Solicitation of Consents~~

~~Our board of directors is sending you this Consent Solicitation Statement in connection with its solicitation of consents~~resolution to approve the Articles Amendment, Plan Approval, and Plan Amendment. Officers and directors of the Company holding approximately 34% of the voting control of the Company have indicated their intent to provide consents for approval of the items set forth herein. Certain directors, officers and employeescompensation of our Company may solicit written consents by mail, email, telephone, facsimile or in person. Our Company will pay for the costs of solicitation. We expect to pay the reasonable expenses of brokers, nominees and similar record holders in mailing voting materials to beneficial owners of our common stock.

~~PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION~~

~~A copy of the Certificate of Amendment is attached asAppendix A~~ ~~to this Information Statement.~~

~~General~~

On December 27, 2012, the Board of Directors, by unanimous written consent, approved an amendment to the Articles of Incorporation of the Company increasing the total common shares authorized from 75,000,000 to 150,000,000, par value $.001 per share. An amendment to the Articles of Incorporation of the Company was also approved by the Board of Directors that authorized the issuance of 50,000,000 preferred shares, par value $.001 per share.

~~Further, the Board of Directors approved the Article numbered “TENTH” of the Articles of Incorporation to be amended in its entirety to read as follows:~~

~~The authority to adopt, amend or repeal bylaws is reserved exclusively to the Board of Directors.~~

~~Lastly, the Board of Directors approved the Article numbered “TWELFTH” of the Articles of Incorporation to be amended in its entirety to read as follows:~~

Except as otherwise provided by statute a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that:

~~The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and~~

~~The breach of those duties involved intentional misconduct, fraud or a knowing violation of law.~~

~~Purpose for Increase of Authorized Shares~~

The Board of Directors approved the Articles of Amendment to further the Company’s best interest to have additional authorized but unissued shares of common shares available in order to (a) provide flexibility for future corporate action; (b) raise additional capital by issuing additional shares of Common Stock or granting warrants for the future purchase of Common Stock; (c) grant additional options to purchase Common Stock to attract qualified employees and consultants; and (d) issue additional shares of common stock or securities convertible into Common Stock in connection with strategic corporate transactions, acquisitions, and other business arrangements and corporate purposes, as desirable to avoid repeated separate amendments to our Articles of Incorporation and the delay and expense incurred in amending the Articles of Incorporation. The Company intends to assess its need to issue securities for the corporate purposes described above and we believe that we need to be in a position to take advantage of opportunities when they arise or when we have a need. The Board of Directors believes that the currently available unissued shares do not provide sufficient flexibility for corporate action in the future.

Currently, there is no plan to issue any securities for the corporate purposes described above. In the event any securities are issued in the future, shareholders may suffer dilution to their ownership of the Company at the time of the issuance of the securities to the extent that assets of equal value as the fair market value of the shares being issued is not received. No additional corporate action is needed to issue any additional securities. The Company may even issue securities as a defensive mechanism in order to attempt to stop a hostile takeover by another company although there is no plan to do so at this time.

~~Purpose for Authorizing Preferred Shares~~

The Board of Directors approved the Articles Amendment to further the Company’s best interest to have authorized but unissued shares of preferred shares available in order to (a) provide flexibility for future corporate action; (b) further the Company’s best interest to have preferred shares in order to raise additional capital and to be used for corporate opportunities; and (c) issue shares of preferred stock or securities convertible into Common Stock in connection with strategic corporate transactions, acquisitions, and other business arrangements and corporate purposes, as desirable to avoid repeated separate amendments to our Articles of Incorporation and the delay and expense incurred in amending the Articles of Incorporation. The Company intends to assess its need to issue preferred shares for the corporate purposes described above and we believe that we need to be in a position to take advantage of opportunities when they arise or when we have a need. The Company currently has no preferred shares authorized in its Articles of Incorporation.

Currently, there is no plan to issue any preferred shares for the corporate purposes described above. In the event any preferred shares are issued in the future, shareholders may suffer dilution to their ownership of the Company at the time of the issuance of the preferred shares to the extent that assets of equal value as the fair market value of the shares being issued is not received. No additional corporate action is needed to issue any preferred shares. The Company may even issue preferred shares as a defensive mechanism in order to attempt to stop a hostile takeover by another company; there is no plan to do this at this time.

~~Purpose for Amendment to Tenth Article~~

~~As currently in effect the Tenth Article of the Company’s Articles of Incorporation reads as follows:~~

~~In furtherance and not in limitation of the powers conferred by the statute, the Board of Directors is expressly authorized:~~

~~Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the corporation.~~

To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and to cause to be executed, mortgages and liens upon the real and personal property of this corporation.

By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution, or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee, or committees, shall have such name, or names as may be stated in the By-l.aws of the corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.

When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called form that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deemed expedient and for the best interests of the corporation.

The purpose of the proposed amendment to the Tenth Article of the Articles of Incorporation of the Company is to indicate the Company’s desire, in conformity with statutory provisions, that the power to amend the Company’s Bylaws be reserved exclusively to the Board of Directors. By granting the Board of Directors exclusive authority to amend the Company’s Bylaws, the Company believes that the Bylaws will be more flexible in conforming to the continuing needs of a growing Company. The purpose of removing b), c), and d) from the Tenth Article is that the provisions either (i) are covered by statute or (ii) no longer apply to the Company.

~~Purpose for Amendment to Twelfth Article~~

~~As currently in effect the Twelfth Article of the Company’s Articles of Incorporation reads as follows:~~

No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director of Officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director of Officer of the corporation for acts or omissions prior to such repeal or modification.

The purpose of the proposed amendment to the Twelfth Article of the Articles of Incorporation of the Company is to keep the Articles of Incorporation consistent with current statutory provisions in regard to the limitation of monetary liability of the Company’s directors andnamed executive officers as ~~allowed by Nevada State law.~~

~~Interest of Certain Persons in the Articles Amendment~~

No one who has been a Company director or executive officer since the beginning of our last fiscal year has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed Articles Amendment that is not shared by all other holders of the Company’s Common Stock.

~~PROPOSAL TO APPROVE RING ENERGY, INC. LONG TERM INCENTIVE PLAN~~

~~Description of Our Long Term Incentive Plan~~

~~The Ring Energy, Inc. Long Term Incentive Plan (the “~~~~Plan~~”) was in existence with Stanford Energy, Inc. (“Stanford”) and was adopted by the Board of Directors on June 27, 2012, and assumed by the Company upon the acquisition of Stanford. The following is a summary of the material terms of the Plan. A copy of the Plan is attached as~~Appendix B~~ ~~to this Information Statement.~~

~~Shares Available~~

Our Plan currently authorizes 2,500,000 shares of our common stock for issuance under the Plan. As indicated above, if the requisite shareholder approval is gained for the Plan Amendment, the Plan will authorize 5,000,000 shares of our common stock for issuance under the Plan. If any shares of Stock subject to an Award are forfeited or if any Award based on shares of Stock is otherwise terminated without issuance of such shares of Stock or other consideration in lieu of such shares of Stock, the shares of Stock subject to such Award shall to the extent of such forfeiture or termination, again be available for Awards under the Plan if no participant shall have received any benefits of ownership in respect thereof The shares to be delivered under the Plan shall be made available from (a) authorized but unissued shares of common stock, (b) common stock held in the treasury of the Corporation, or (c) previously issued shares of common stock reacquired by the Company, including shares purchased on the open market, in each situation as the Board of Directors or the Compensation Committee may determine from time to time at its sole option.

~~Administration~~

The Committee shall administer the Plan with respect to all eligible individuals or may delegate all or part of its duties under the Plan to a subcommittee or any executive officer of the Corporation, subject in each case to such conditions and limitations as the Board of Directors may establish. Under the Plan, “Committee” can be either the Board of Directors or a committee approved by the Board of Directors.

~~Eligibility~~

~~Awards may be granted~~disclosed pursuant to the ~~Plan only to persons who are eligible individuals at the time~~compensation disclosure rules of the grant thereof or in connection with the severance or retirement of Eligible Individuals. Under the Plan, “Eligible Individuals” means (a) employees, (b) non-employee Directors and (c) any other person that the Committee designates as eligible for an Award (other than for Incentive Options) because the Person performs bona fide consulting orSEC. This advisory ~~services for the Corporation or any of its Subsidiaries (other than services in connection with the offer or sale of securities in a capital raising transaction).~~

~~Stock Options~~

Under the Plan, the plan administrator is authorized to grant stock options. Stock options may be either designated as non-qualified stock options or incentive stock options. Incentive stock options, which are intended to meet the requirements of Section 422 of the Internal Revenue Code such that a participant can receive potentially favorable tax treatment, may only be granted to employees. Therefore, any stock option granted to consultants and non-employee directors are non-qualified stock options.

Options granted under the Plan become exercisable at such times as may be specified by the plan administrator. In general, options granted to participants become exercisable in five equal annual installments, subject to the optionee’s continued employment or service with our company. However, the aggregate value (determined as of the grant date) of the shares subject to incentive stock options that may become exercisable by a participant in any year may not exceed $100,000.

~~Each option~~vote will be exercisable on such date or dates, during such period, and for such number of shares of Common Stock as shall be determined by the plan administrator on the day on which such stock option is granted and set forth in the option agreement with respect to such stock option; provided, however the maximum term of options granted under the Plan is ten years.

~~Restricted Stock~~

Under the Plan, the plan administrator is also authorized to make awards of restricted stock. Before the end of a restricted period and/or lapse of other restrictions established by the plan administrator, shares received as restricted stock will contain a legend restricting their transfer, and may be forfeited in the event of termination of employment or upon the failure to achieve other conditions set forth in the award agreement.

An award of restricted stock will be evidenced by a written agreement between us and the participant. The award agreement will specify the number of shares of Common Stock subject to the award, the nature and/or length of the restrictions, the conditions that will result in the automatic and complete forfeiture of the shares and the time and manner in which the restrictions will lapse, subject to the participant’s continued employment by us, and any other terms and conditions the plan administrator imposes consistent with the provisions of the Plan. Upon the lapse of the restrictions, any legends on the shares of common stock subject to the award will be re-issued to the participant without such legend.

The plan administrator may impose such restrictions or conditions, to the vesting of such shares as it, in its absolute discretion, deems appropriate. Prior to the vesting of a share of restricted stock granted under the Plan, no transfer of a participant’s rights to such share, whether voluntary or involuntary, by operation of law or otherwise, will vest the transferee with any interest, or right in, or with respect to, such share, but immediately upon any attempt to transfer such rights, such share, and all the rights related thereto, will be forfeited by the participant and the transfer will be of no force or effect; provided, however, that the plan administrator may, in its sole and absolute discretion, vest in the participant all or any portion of shares of restricted stock which would otherwise be forfeited.

~~Fair Market Value~~

Under the Plan, “Fair Market Value” means, for a particular day, the value determined in good faith by the plan administrator, which determination shall be conclusive for all purposes of the Plan. For purposes of valuing incentive options, the fair market value of stock: (i) shall be determined without regard to any restriction other than one that, by its terms, will never lapse; and (ii) will be determined as of the time the option with respect to such stock is granted.

~~Transferability Restrictions~~

Notwithstanding any limitation on a holder’s right to transfer an award, the plan administrator may (in its sole discretion) permit a holder to transfer an award, or may cause the Company to grant an award that otherwise would be granted to an eligible individual, in any of the following circumstances: (a) pursuant to a qualified domestic relations order, (b) to a trust established for the benefit of the eligible individual or one or more of the children, grandchildren or spouse of the eligible individual; (c) to a limited partnership or limited liability company in which all the interests are held by the eligible individual and that person’s children, grandchildren or spouse; or (d) to another person in circumstances that the plan administrator believes will result in the award continuing to provide an incentive for the eligible individual to remain in the service of the Company or its subsidiaries and apply his or her best efforts for the benefit of the Company or its subsidiaries. If the plan administrator determines to allow such transfers or issuances of awards, any holder or eligible individual desiring such transfers or issuances shall make application therefor in the manner and time that the plan administrator specifies and shall comply with such other requirements as the plan administrator may require to assure compliance with all applicable laws, including securities laws, and to assure fulfillment of the purposes of this Plan. The plan administrator shall not authorize any such transfer or issuanceapproved if it ~~may not be made in compliance with all applicable federal and state securities laws. The granting of permission for such an issuance or transfer shall not obligate~~receives the ~~Company to register the shares of stock to be issued under the applicable award.~~

~~Termination and Amendments to the Plan~~

The Board of Directors may (insofar as permitted by law and applicable regulations), with respect to any shares which, at the time, are not subject to awards, suspend or discontinue the Plan or revise or amend it in any respect whatsoever, and may amend any provision of the Plan or any award agreement to make the Plan or the award agreement, or both, comply with Section 16(b) of the Exchange Act and the exemptions therefrom, the Internal Revenue Code, as amended (the “~~Code~~~~”), the Employee Retirement Income Security Act of 1974, as amended (“~~~~ERISA~~”), the regulations promulgated under the Code or ERISA, or any other law, rule or regulation that may affect the Plan. The Board of Directors may also amend, modify, suspend or terminate the Plan for the purpose of meeting or addressing any changes in other legal requirements applicable to the Company or the Plan or for any other purpose permitted by law. The Plan may not be amended without the consentaffirmative vote of the holders of a majority of the ~~shares~~votes cast by the holders of ~~common stock then outstanding~~our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to ~~increase materially~~vote thereon. Broker non-votes and abstentions will not affect the ~~aggregate number~~outcome of ~~shares~~this proposal.

Energy (E&P) Partners-B, L.P. is the managing member of Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC. Warburg Pincus (E&P) XII LLC is the general partner of Warburg Pincus (E&P) XII, L.P., which is the general partner of Warburg Pincus XII (E&P) Partners-1, L.P., Warburg Pincus XII (E&P) Partners-2, L.P., WP XII Stronghold Holdings, L.P., WP XII (E&P) Partners (A), L.P., WP XII (E&P) Partners (B), L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., Warburg Pincus Private Equity (E&P) XII-D (A), L.P., and Warburg Pincus Private Equity (E&P) XII-E (A), L.P. Warburg Pincus XII (E&P) Partners-2, L.P. is the managing member of Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC (Warburg Pincus and the other Warburg entities listed above, collectively, the “Warburg Entities”). The Warburg Entities collectively hold a majority of the membership interests in Stronghold Holdings. Each of the Stronghold Entities, Warburg Entities and Roy Ben-Dor, (collectively, the “Warburg Persons”) directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Exchange Act to be the indirect beneficial owner of some or all of the shares held by the Stronghold OpCo. The Warburg Persons have shared voting and dispositive power with respect to the 59,594,853 shares held directly by Stronghold OpCo. The principal business address of each of the ~~individuals listed below~~Stronghold Entities is ~~c/o Ring Energy, Inc., 6555 South Lewis~~508 W. Wall Street, ~~Tulsa, Oklahoma 74136.~~

Name and Address of Beneficial Owners

Amount and Nature of
Beneficial Ownership(1)

Percent of Shares
Outstanding
William Randy Broaddrick (2)

70,000

*

Robert J. Morley

170,000

1.20
%

Denny Nestripke (3)

58,000

*

Michael Harland

25,000

*

L. Tim Rochford (4)

2,736,724

19.29
%

Stanley M. McCabe (5)

1,821,592

12.84
%

All directors and executive officers as a group (6 persons)

4,881,316

34.31
%

*Less than 1%.


~~(1)~~	This table is based upon information supplied by officers, directors and principal stockholders and is believed to be accurate. Unless otherwise indicated in the footnotes to this table, we believe thatSuite 550, Midland, Texas 79701. The principal business address of each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or other conversion privileges currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares is designated in the footnotes to this table. At January 2, 2013, we had 14,166,011 shares of Common Stock outstanding.
~~(2)~~	~~Includes 20,000 shares issuable upon exercise of outstanding options.~~

~~(3)~~	~~Includes 30,000 shares held in an IRA and 2,000 shares held in a brokerage account.~~


~~(4)~~	Includes 20,000 shares issuable upon exercise of outstanding options. Includes 272,057 shares held by a foundation controlled by Mr. Rochford. Also includes 2,220,000 shares held by a family trust controlled by Mr. Rochford.

~~(5)~~	Includes 20,000 shares issuable upon exercise of outstanding options. Includes 37,500 shares held by Mr. McCabe’s spouse. Also includes 1,646,502 shares held by a family trust controlled by Mr. McCabe.

~~EXECUTIVE COMPENSATION~~

The following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the named executive officers for all services rendered in all capacities to our company for the years ended December 31, 2012 and 2011:

~~SUMMARY COMPENSATION TABLE~~

Name & Principal Position
Year

Salary

Bonus
Option Awards (1)
All Other Compensation
Total
William Randy Broaddrick, Interim CEO and Interim CFO (2)
2012

$108,333.30 (3)

$3,000

$213,711 (4)
$0
$325,044.30

2011
$0
$0
$232,156 (5)
$0
$232,156
Robert “Steve” Owens, CEO (2)

2012

$0

$0

$0

$2,000 (6)

$2,000

2011
$0
$0
$0
$3,000 (6)
$3,000

~~(1)~~

~~The estimated value of options awarded was determined in accordance with FASB ASC 718. Amounts reported do not reflect amounts actually received by the officer.~~

~~(2)~~

~~On August 31, 2012, Robert “Steve” Owens resigned as a director and as Chief Executive Officer, Chief Financial Officer and as President~~ of the ~~Company. Also~~Warburg Entities and Mr. Ben-Dor is 450 Lexington Avenue, New York, New York 10017.

There are no arrangements known to us, including any ~~compensation policy for Mr. Owens. We paid him a director fee of $250 per month beginning in 2010.~~

~~Equity Awards~~

~~OUTSTANDING EQUITY AWARDS~~

~~As at December 31, 2012~~

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Equity
Incentive
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

William Randy Broaddrick

20,000

-

2.00

12/1/21

-

80,000

2.00

12/1/21

-

50,000

4.50

9/1/22

~~On June 27, 2012, our Board of Directors adopted the Ring Energy, Inc. Long Term Incentive Plan (the “~~~~Plan~~~~”). The material features of the Plan have been summarized above.~~

~~The Company has not entered into~~pledge by any contract, agreement, plan, or arrangement, either written or unwritten, that provides for payments to a names executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the Company or a change in the named executive officer’s responsibilities following a change in control, with respect to each named executive officer.

~~Director Compensation~~

~~The following table sets forth certain information concerning the compensation~~person of our ~~directors, excluding any named executive officer, for the last fiscal year ended December 31, 2012:~~

Name
Fees Earned or Paid in Cash
Total
Michael Harland
$0
$0
Stanley McCabe
$0
$0
Robert Morley
$0
$0
Lloyd Tim Rochford
$0
$0
Denny Nestripke
$12,000(1)
$12,000

~~(1)~~

~~Mr. Nestripke, who serves as Chairman of the Board of Directors, receives a fixed fee of $1,000 per month.~~

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. The Board of Directors has not adopted a compensation policy for directors except for the attendance at formal meetings of the Board of Directors, for which directors shall receive $350 for each half-day session and $500 for each full-day session. However, no compensation shall be paid for telephonic or other type of meetings.

~~CHANGE OF CONTROL~~

~~On June 28, 2012, we completed the acquisition of Stanford Energy, Inc., a Texas corporation (“~~~~Stanford~~~~”), through the closing of the Stock-for-Stock Exchange Agreement dated May 3, 2012, among our Company, Stanford and the sole shareholders of Stanford, L. Tim Rochford and Stanley McCabe (the “~~~~Exchange Agreement~~~~”). As a result of the closing of this acquisition, Stanford became a wholly owned subsidiary of our Company.~~

At the closing we issued 2,220,000 common shares to Mr. Rochford and 1,220,000 common shares to Mr. McCabe in exchange for all of the outstanding shares of Stanford. In addition, we assumed and adopted Stanford’s equity compensation plan and its outstanding options to purchase 450 shares of Stanford common stock, which now represents the right to purchase up to 1,125,000 shares of our common stock at $2.00 per share. The options vest at the rate of 20% each year over five years beginning one year from December 1, 2011, the date they were originally granted, and expire ten years beginning from that date. Messrs. Rochford and McCabe each own 40 Stanford options which are each exercisable for 100,000 of our common shares following closing.

~~In connection with the closing we also appointed Messrs. Rochford and McCabe, who were officers and directors of Stanford, as directors of Ring.~~

In connection with the closing of the acquisition of Stanford as described above, we issued an aggregate of 3,440,000 shares to Messrs. Rochford and McCabe which represented approximately 34% of the outstanding voting shares of the Company.

~~We are currently not aware of any arrangements~~securities, the operation of which may at a subsequent date result in a change in control of the Company.

~~DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS~~

~~We will only deliver one Consent Solicitation Statement to multiple shareholders sharing an address, unless we have received contrary instructions from one or more~~

This Amendment No. 1 to the ~~corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that:~~

~~The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and~~

~~The breach of those duties involved intentional misconduct, fraud or a knowing violation of law.~~

~~APPENDIX B~~

~~RING ENERGY, INC.~~

~~LONG-TERM INCENTIVE PLAN~~

~~(as adopted pursuant to the Stock-for-Stock Exchange Agreement dated May 3, 2012 and by unanimous written consent of the Board of Directors dated June 27, 2012)~~

~~Scope and Purpose of the Plan~~

Ring Energy, Inc.~~, a Nevada corporation (the “~~~~Corporation~~~~”), has adopted this Long-Term~~ 2021 Omnibus Incentive Plan ~~(the “~~~~Plan~~”(as amended, the “Plan”) ~~to provide for the granting of:~~

~~(a)~~

~~Incentive Options to certain Employees (Section 5);~~

~~(b)~~

~~Nonstatutory Options to certain Employees, Non-employee Directors~~was approved and ~~other persons (Section 5); and~~

~~(c)~~

~~Restricted Stock Awards to certain Employees, Non-employee Directors and other persons (Section 6).~~

The purpose of the Plan is to provide an incentive for Employees, directors and certain consultants and advisors of the Corporation or its Subsidiaries to remain in the service of the Corporation or its Subsidiaries, to extend to them the opportunity to acquire a proprietary interest in the Corporation so that they will apply their best efforts for the benefit of the Corporation, and to aid the Corporation in attracting able persons to enter the service of the Corporation and its Subsidiaries.

~~SECTION 1.~~

~~DEFINITIONS~~

~~As used in this Plan, the following terms have the meanings set forth below:~~

~~1.1~~

“Award” means the grant of any form of Option or Restricted Stock Award under the Plan, whether granted singly, in combination, or in tandem, to a Holder pursuant to the terms, conditions, and limitations that the Committee may establish in order to fulfill the objectives of the Plan.

~~1.2~~

~~“Award Agreement” means the written document or agreement delivered to Holder evidencing the terms, conditions and limitations of an Award that the Corporation granted to that Holder.~~

~~1.3~~

~~“Board of Directors” means the board of directors of the Corporation.~~

~~1.4~~

~~“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Nevada are authorized or obligated by law or executive order to close.~~

~~1.5~~

“Cause,” with respect to any Holder shall mean: (a) Holder’s conviction of, or plea of guilty or nolo contendere to, a crime involving dishonesty, fraud, or unethical business conduct, or any felony of any nature whatsoever, (b) Holder’s willful misconduct, (c) Holder’s breach of fiduciary duty which involves personal profit, (d) Holder’s willful disobedience of Corporate policy, (e) Holder’s willful disobedience of a material directive from a supervising officer and/or the Board of Directors, or (f) Holder’s abuse of illegal drugs or other controlled substances, or habitual intoxication. No act or failure to act, by the Holder shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Corporation or its clients. Notwithstanding the foregoing, in the case of any Holder who, subsequent to the effective date of this Plan, enters into an employment agreement with the Corporation or any Subsidiary that contains the definition of “cause” (or any similar definition), then during the term of such employment agreement the definition contained in such Employment Agreement shall be the applicable definition of “cause” under the Plan as to such Holder if such Employment Agreement expressly so provides.

~~1.6~~

“Change in Control” means the occurrence of any of the following events [other than any of the following events which involve Ring Energy, Inc., a Nevada corporation, or any affiliate or associate thereof (as those terms are defined in Rule 12b-2 under the Exchange Act for purposes of this definition only), such events specifically not constituting a Change of Control]:

~~(i)~~

~~The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “~~~~Person~~~~”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (x) the then outstanding shares of Common Stock of the Corporation (the “~~~~Outstanding Corporation Common Stock~~~~”) or (y) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “~~~~Outstanding Corporation Voting Securities~~~~”);~~~~provided~~,~~however~~, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) below; or

~~(ii)~~

~~Individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board of Directors; or~~

~~(iii)~~

Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation or an acquisition of assets of another corporation (a “~~Business Combination~~~~”), in each case,unless~~, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation, or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be,~~and~~ (B) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

~~(iv)~~

~~Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.~~

~~1.7~~

~~“Code” means the Internal Revenue Code of 1986, as amended.~~

~~1.8~~

~~“Committee” means the Board of Directors of the Corporation or a committee appointed pursuant to Section 3 by the Board of Directors to administer this Plan.~~

~~1.9~~

~~“Common Stock” means the Corporation’s authorized common stock, par value $0.001 per share, as described in the Corporation’s Articles of Incorporation.~~

~~1.10~~

~~“Corporation” means Ring Energy, Inc., a Nevada corporation.~~

~~1.11~~

~~“Date of Grant” has the meaning given it in Section 4.3.~~

~~1.12~~

~~“Disability” has the meaning given it in Section 8.5.~~

~~1.13~~

~~“Effective Date” means the date upon which this Plan shall be approved~~adopted by the Board of Directors of ~~the Corporation.~~

~~1.14~~

“Eligible Individuals” means (a) Employees, (b) Non employee Directors and (c) any other Person that the Committee designates as eligible for an Award (other than for Incentive Options) because the Person performs bona fide consulting or advisory services for the Corporation or any of its Subsidiaries (other than services in connection with the offer or sale of securities in a capital raising transaction).

~~1.15~~

“Employee” means any employee of the Corporation or of any of its Subsidiaries, including officers and directors of the Corporation who are also employees of the Corporation or of any of its Subsidiaries.

~~1.16~~

~~“Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

~~1.17~~

~~“Exercise Notice” has the meaning given it in Section 5.5.~~

~~1.18~~

~~“Exercise Price” has the meaning given it in Section 5.4.~~

~~1.19~~

~~“Fair Market Value” means, for a particular day, the value determined in good faith by the Committee, which determination shall be conclusive for all purposes of this Plan.~~

For purposes of valuing Incentive Options, the Fair Market Value of Stock: (i) shall be determined without regard to any restriction other than one that, by its terms, will never lapse; and (ii) will be determined as of the time the option with respect to such Stock is granted.

~~1.20~~

~~“Holder” means an Eligible Individual to whom an Award has been granted.~~

~~1.21~~

~~“Incentive Option” means an incentive stock option as defined under Section 422 of the Code and regulations thereunder.~~

~~1.22~~

“Incumbent Board” means the individuals who, as of the Effective Date, constitute the Board of Directors and any other individual who becomes a director of the Corporation after that date and whose election was approved by stockholders holding a majority of the Voting Securities or (in the case of a vacancy in the board) by appointment by the Board of Directors, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board.

~~1.23~~

~~[reserved]~~

~~1.24~~

~~“Non-employee Director” means a director of the Corporation who while a director is not an Employee.~~

~~1.25~~

“Nonstatutory Option” means a stock option that does not satisfy the requirements of Section 422 of the Code or that is designated at the Date of Grant or in the applicable Option Agreement to be an option other than an Incentive Option.

~~1.26~~

~~“Non-Surviving Event” means an event of Restructure as described in either subparagraph (b) or (c) of Section 1.32.~~

~~1.27~~

~~“Option Agreement” means an Award Agreement for an Incentive Option or a Nonstatutory Option.~~

~~1.28~~

~~“Option” means either an Incentive Option or a Nonstatutory Option, or both.~~

~~1.29~~

“Person” means any person or entity of any nature whatsoever, specifically including (but not limited to) an individual, a firm, a company, a corporation, a limited liability company, a partnership, a trust or other entity. A Person, together with that Person’s affiliates and associates (as those terms are defined in Rule 12b-2 under the Exchange Act for purposes of this definition only), and any Persons acting as a partnership, limited partnership, joint venture, association, syndicate or other group (whether or not formally organized), or otherwise acting jointly or in concert or in a coordinated or consciously parallel manner (whether or not pursuant to any express agreement), for the purpose of acquiring, holding, voting or disposing of securities of the Corporation with that Person, shall be deemed a single “Person.”

~~1.30~~

~~“Plan” means the~~ Ring Energy, Inc. ~~Long-Term Incentive Plan, as it may be amended from time to time.~~

~~1.31~~

~~“Restricted Stock Award” means the grant or purchase,~~(the “Company”) on ~~the terms and conditions that the Committee determines or on the terms and conditions of Section 6, of Stock that is nontransferable or~~April __, 2023, subject to ~~substantial risk of forfeiture until specific conditions are met.~~

~~1.32~~

~~“Restructure” means~~approval by the ~~occurrence of any one or more~~stockholders of the ~~following:~~

~~(a)~~

The merger or consolidation of the Corporation with any Person, whether effected as a single transaction or a series of related transactions, with the Corporation remaining the continuing or surviving entity of that merger or consolidation and the Stock remaining outstanding and not changed into or exchanged for stock or other securities of any other Person or of the Corporation, cash or other property;

~~(b)~~

The merger or consolidation of the Corporation with any Person, whether effected as a single transaction or a series of related transactions, with (i) the Corporation not being the continuing or surviving entity of that merger or consolidation or (ii) the Corporation remaining the continuing or surviving entity of that merger or consolidation but all or a part of the outstanding shares of Stock are changed into or exchanged for stock or other securities of any other Person or the Corporation, cash, or other property; or

~~(c)~~

The transfer, directly or indirectly, of all or substantially all of the assets of the Corporation (whether by sale, merger, consolidation, liquidation or otherwise) to any Person whether effected as a single transaction or a series of related transactions.

~~1.33~~

~~“Retirement” means the separation of the Holder from employment with the Corporation and its Subsidiaries~~Company, which was obtained on ~~account of retirement.~~

~~1.34~~

~~“Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor rule, as it may be amended from time to time.~~

~~1.35~~

~~“Section 409A” means Section 409A of the Code and the rules and regulations adopted from time to time thereunder, or any successor law or rule as it may be amended from time to time.~~

~~1.36~~

~~“Securities Act” means the Securities Act of 1933, as amended.~~

~~1.37~~

~~“Stock” means Common Stock, or any other securities that are substituted for Stock as provided in Section 7.~~

~~1.38~~

“Subsidiary” means, with respect to any Person, any corporation, limited partnership, limited liability company or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

~~1.39~~

~~[reserved]~~

~~1.40~~

~~“Voting Securities” means any securities that are entitled to vote generally in the election of directors or in the selection of any other similar governing body.~~

~~SECTION 2.~~

~~SHARES OF STOCK SUBJECT TO THE PLAN~~

~~2.1~~

~~Maximum Number of Shares. Subject to the provisions of Section 7 of this Plan, the maximum aggregate number of shares of Stock in respect of which Awards may be granted for all purposes under~~May 25, 2023. Accordingly, the Plan ~~shall be 2,500,000; and provided, further, that if any shares~~is hereby amended, effective as of Stock subject to an Award are forfeited or if any Award based on shares of Stock is otherwise terminated without issuance of such shares of Stock or other consideration in lieu of such shares of Stock, the shares of Stock subject to such Award shall to the extent of such forfeiture or termination, again be available for Awards under the Plan if no participant shall have received any benefits of ownership in respect thereof.

~~2.2~~

~~Description of Shares~~. The shares to be delivered under the Plan shall be made available from (a) authorized but unissued shares of Stock, (b) Stock held in the treasury of the Corporation, or (c) previously issued shares of Stock reacquired by the Corporation, including shares purchased on the open market, in each situationMay 25, 2023, as ~~the Board of Directors or the Committee may determine from time to time at its sole option.~~

~~SECTION 3.~~

~~ADMINISTRATION OF THE PLAN~~

~~3.1~~

~~Committee~~. The Committee shall administer the Plan with respect to all Eligible Individuals or may delegate all or part of its duties under this Plan to a subcommittee or any executive officer of the Corporation, subject in each case to such conditions and limitations as the Board of Directors may establish.

~~3.2~~

~~Committee’s Powers. Subject to the express provisions~~follows:

“(a) to adopt, amend and rescind administrative and interpretive rules and regulations relating to the Plan, including without limitation to adopt and observe such procedures concerning the counting of Awards against the Plan and individual maximums as it may deem appropriate from time to time; (b) to determine the Eligible Individuals to whom, and the time or times at which, Awards shall be granted; (c) to determine the amount of cash and the number of Options, shares of Stock or Restricted Stock Awards, or any combination thereof, that shall be the subject of each Award; (d) to determine the terms and provisions of each Award Agreement (which need not be identical), including provisions defining or otherwise relating to (i) the term and the period or periods and extent of exercisability of the Options, (ii) the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted, (iii) the effect of termination of employment on the Award, and (iv) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); (e) to accelerate, pursuantSubject to Section 7, the time of exercisability of any Option that has been granted or the time of vesting or settlement of any Restricted Stock Award; (f) to construe the respective Award Agreements and the Plan; (g) to make determinations of the Fair Market Value of the Stock pursuant to the Plan; (h) to delegate its duties under the Plan to such agents as it may appoint from time to time, subject to Section 3.1; and (i) to make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate subject in all respects to the last two sentences of Section 5.10. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement in the manner and to the extent it deems necessary or desirable to carry the Plan into effect, and the Committee shall be the sole and final judge of that necessity or desirability. The determinations of the Committee on the matters referred to in this Section 3.2 shall be final and conclusive. The Committee shall not have the power to terminate or materially modify or materially amend the Plan. Those powers are vested in the Board of Directors.

~~3.3~~

~~Transferability of Awards~~. Notwithstanding any limitation on a Holder’s right to transfer an Award, the Committee may (in its sole discretion) permit a Holder to transfer an Award, or may cause the Corporation to grant an Award that otherwise would be granted to an Eligible Individual, in any of the following circumstances: (a) pursuant to a qualified domestic relations order, (b) to a trust established for the benefit of the Eligible Individual or one or more of the children, grandchildren or spouse of the Eligible Individual; (c) to a limited partnership or limited liability company in which all the interests are held by the Eligible Individual and that Person’s children, grandchildren or spouse; or (d) to another Person in circumstances that the Committee believes will result in the Award continuing to provide an incentive for the Eligible Individual to remain in the service of the Corporation or its Subsidiaries and apply his or her best efforts for the benefit of the Corporation or its Subsidiaries. If the Committee determines to allow such transfers or issuances of Awards, any Holder or Eligible Individual desiring such transfers or issuances shall make application therefor in the manner and time that the Committee specifies and shall comply with such other requirements as the Committee may require to assure compliance with all applicable laws, including securities laws, and to assure fulfillment of the purposes of this Plan. The Committee shall not authorize any such transfer or issuance if it may not be made in compliance with all applicable federal and state securities laws. The granting of permission for such an issuance or transfer shall not obligate the Corporation to register the shares of Stock to be issued under the applicable Award.

~~SECTION 4.~~

~~ELIGIBILITY AND PARTICIPATION~~

~~4.1~~

~~Eligible Individuals. Awards may be granted pursuant to the Plan only to persons who are Eligible Individuals at the time of the grant thereof or in connection with the severance or retirement of Eligible Individuals.~~

~~4.2~~

~~Grant of Awards. Subject to the express provisions~~5 of the Plan, the Committee shall determine which Eligible Individuals shall be granted Awards from time to time. In making grants, the Committee shall take into consideration the contribution the potential Holder has made or may make to the success of the Corporation or its Subsidiaries and such other considerations as the Board of Directors may from time to time specify. The Committee shall also determine the number of ~~shares or cash amounts subject to each of the Awards~~Shares that are reserved and ~~shall authorize and cause the Corporation to grant Awards in accordance with those determinations.~~

~~4.3~~

~~Date of Grant. The date on which an Award is granted (the “~~~~Date of Grant~~”) shall be the date specified by the Committee as the effective date or date of grant of an Award or, if the Committee does not so specify, shall be the date as of which the Committee adopts the resolution approving the offer of an Award to an individual, including the specification of the number (or method of determining the number) of shares of Stock and the amount (or method of determining the amount) of cash to be subject to the Award, even though certain terms of the Award Agreement may not be determined at that time and even though the Award Agreement may not be executed or delivered until a later time. In no event shall a Holder gain any rights in addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the Award and the actual execution or delivery of the Award Agreement by the Corporation or the Holder. An Award shall be valid and binding upon execution by the Corporation and the Holder, the Committee may invalidate an Award at any time prior to execution by both the Corporation and the Holder, and such Award shall be treated as never having been granted.

~~4.4~~

~~Award Agreements~~. Each Award granted under the Plan shall be evidenced by an Award Agreement that incorporates those terms that the Committee shall deem necessary or desirable. More than one Award may be granted under the Plan to the same Eligible Individual and be outstanding concurrently. If an Eligible Individual is granted both one or more Incentive Options and one or more Nonstatutory Options, those grants shall be evidenced by separate Award Agreements, oneavailable for ~~each of the Incentive Option grants and one for each of the Nonstatutory Option grants.~~

~~4.5~~

~~Limitation for Incentive Options~~. Notwithstanding any provision contained herein to the contrary, (a) a person shall not be eligible to receive an Incentive Option unless he or she is an Employee of the Corporation or a corporate Subsidiary (but not a partnership or other non-corporate Subsidiary), and (b) a person shall not be eligible to receive an Incentive Option if, immediately before the time the Incentive Option is granted, that person owns (within the meaning of Sections 422 and 424 of the Code) stock possessing more than ten percent of the total combined voting power or value of all classes of stock of the Corporation or a Subsidiary. Nevertheless, this Section 4.5(b) shall not apply if, at the time the Incentive Option is granted, the Exercise Price of the Incentive Option is at least one hundred and ten percent of the Fair Market Value of the Stock underlying the Incentive Option and the Incentive Option is not, by its terms, exercisable after the expiration of five years from the Date of Grant.

~~4.6~~

~~No Right to Award. The adoption of the Plan shall not be deemed to give any person a right to be granted an Award.~~

~~SECTION 5.~~

~~TERMS AND CONDITIONS OF OPTIONS~~

All Options granted under the Plan shall comply with, and the related Option Agreements shall be deemed to include and be subject to, the terms and conditions set forth in this Section 5 (to the extent each term and condition applies to the form of Option) and also to the terms and conditions set forth in Section 7.1 and Section 8;~~provided~~,~~however~~, that the Committee may authorize an Option Agreement that expressly contains terms and provisions that differ from the terms and provisions of Section 8. The Committee may also authorize an Option Agreement that contains any or all of the terms and provisions of Sections 7.2 and 7.3 or that contains terms and provisions dealing with similar subject matter differently than do those Sections; nevertheless, the terms and provisions of Section 7.2 or 7.3 (or any such differing term or provision) shall apply to an Option Agreement unless the Option Agreement expressly states that such term or provision shall not apply.

~~5.1~~

~~Number of Shares. Each Option Agreement shall state the total number of shares of Stock to which it relates.~~

~~5.2~~

~~Vesting~~. Each Option Agreement shall state the time, periods or other conditions on which the right to exercise the Option or a portion thereof shall vest and the number (or method of determining the number) of shares of Stock for which the right to exercise the Option shall vest at each such time, period or satisfaction of condition.

~~5.3~~

~~Expiration of Options. Nonstatutory Options and Incentive Options may be exercised during the term determined by the Committee and set forth in the Option Agreement;~~~~provided~~ ~~that no Incentive Option shall be exercised after the expiration of a period of ten (10) years commencing on the Date of Grant of the Incentive Option.~~

~~5.4~~

~~Exercise Price. Each Option Agreement shall state the exercise price per share of Stock (the “~~~~Exercise Price~~”). The exercise price per share of Stock subject to an Incentive Option shall not be less than the greater of (a) the par value per share of the Stock or (b) 100% of the Fair Market Value per share of the Stock on the Date of Grant of the Option. The exercise price per share of Stock subject to a Nonstatutory Option shall not be less than the greater of (a) the par value per share of the Stock or (b) 100% of the Fair Market Value per share of the Stock on the Date of Grant of the Option.

~~5.5~~

~~Method of Exercise. Each Option shall be exercisable only by written, recorded electronic or other notice of exercise in the manner specified by the Committee from time to time (the “~~~~Exercise Notice~~”) delivered to the Corporation or to the Person designated by the Committee during the term of the Option, which notice shall (a) state the number of shares of Stock with respect to which the Option is being exercised, (b) be signed or otherwise given by the Holder of the Option or by the person authorized to exercise the Option in the event of the Holder’s death or disability, (c) be accompanied by payment of the Exercise Price for all shares of Stock for which the Option is exercised, unless provision for the payment of the Exercise Price has been madeissuance pursuant to Section 5.7 or 5.8 or in another manner permitted by law and approved in advance by the Committee, and (d) include such other information, instruments, and documents as may be required to satisfy any other condition to exercise contained in the Option Agreement. The Option shall not be deemed to have been exercised unless all of the requirements of the preceding provisions of this Section 5.5 have been satisfied.

~~5.6~~

~~Incentive Option Exercises~~. During the Holder’s lifetime, only the Holder may exercise an Incentive Option. The Holder of an Incentive Option shall immediately notify the Corporation in writing of any disposition of the Stock acquired pursuant to the Incentive Option that would disqualify the Incentive Option from the incentive option tax treatment afforded by Section 422 of the Code. The notice shall state the number of shares disposed of, the dates of acquisition and disposition of the shares, and the consideration received upon that disposition.

~~5.7~~

~~Medium and Time of Payment~~. The Exercise Price of an Option shall be payable in full upon the exercise of the Option (a) in cash or by an equivalent means (such as that specified in Section 5.8) acceptable to the Committee, (b) on the Committee’s prior consent, with shares of Stock owned by the Holder (including shares received upon exercise of the Option or restricted shares already held by the Holder) and having a Fair Market Value at least equal to the aggregate Exercise Price payable in connection with such exercise, or (c) by any combination of clauses (a) and (b). If the Committee chooses to accept shares of Stock in payment of all or any portion of the Exercise Price, then (for purposes of payment of the Exercise Price) those shares of Stock shall be deemed to have a cash value equal to their aggregate Fair Market Value determined as of the date of the delivery of the Exercise Notice. If the Committee elects to accept shares of restricted Stock in payment of all or any portion of the Exercise Price, then an equal number of shares issued pursuant to the exercise shall be restricted on the same terms and for the restriction period remaining on the shares used for payment.

~~5.8~~

~~Limitation on Aggregate Value of Shares That May Become First Exercisable During any Calendar Year Under an Incentive Option~~. With respect to any Incentive Option granted under this Plan, the aggregate Fair Market Value of shares of Stock subject to an Incentive Option and the aggregate Fair Market Value of shares of Stock or stock of any Subsidiary (or a predecessor of the Corporation or a Subsidiary) subject to any other incentive stock option (within the meaning of Section 422 of the Code) of the Corporation or its Subsidiaries (or a predecessor corporation of any such corporation) that first become purchasable by a Holder in any calendar year may not (with respect to that Holder) exceed $100,000, or such other amount as may be prescribed under Section 422 of the Code or applicable regulations or rulings from time to time. As used in the previous sentence, Fair Market Value shall be determined as of the date the Incentive Option is granted. For purposes of this Section 5.8 “predecessor corporation” means (a) a corporation that was a party to a transaction described in Section 424(a) of the Code (or which would be so described if a substitution or assumption under that Section had been effected) with the Corporation, (b) a corporation which, at the time the new incentive stock option (within the meaning of Section 422 of the Code) is granted, is a Subsidiary of the Corporation or a predecessor corporation of any such corporations, or (c) a predecessor corporation of any such corporations. Failure to comply with this provision shall not impair the enforceability or exercisability of any Option, but shall cause the excess amount of shares to be reclassified in accordance with the Code.

~~5.9~~

~~No Fractional Shares~~. The Corporation shall not in any case be required to sell, issue, or deliver a fractional share with respect to any Option. In lieu of the issuance of any fractional share of Stock, the Corporation shall pay to the Holder an amount in cash equal to the same fraction (as the fractional Stock) of the Fair Market Value of a share of Stock determined as of the date of the applicable Exercise Notice.

~~5.10~~

~~Modification, Extension and Renewal of Options~~. Subject to the terms and conditions of and within the limitations of the Plan and any applicable law, and any consent required by the last two sentences of this Section 5.10, the Committee may (a) modify, extend or renew outstanding Options granted under the Plan, (b) accept the surrender of Options outstanding hereunder (to the extent not previously exercised) and authorize the granting of new Options in substitution for outstanding Options (to the extent not previously exercised), and (c) amend the terms of an Incentive Option at any time to include provisions that have the effect of changing the Incentive Option to a Nonstatutory Option. Notwithstanding anything herein, the Committee may not “reprice” any Option. “Reprice” means any of the following or any other action that has the same effect: (i) amending an Option to reduce its exercise price, (ii) canceling an Option at a time when its exercise price exceeds the Fair Market Value of a share of Stock in exchange for an Option, Restricted Stock Award or other equity award unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction, or (iii) taking any other action that is treated as a repricing under generally accepted accounting principles,~~provided~~ that nothing in this Section 5.10 shall prevent the Committee from making adjustments pursuant to Section 7. Without the consent of the Holder, the Committee may not modify any outstanding Options so as to specify a higher Exercise Price or accept the surrender of outstanding Incentive Options and authorize the granting of new Options in substitution therefor specifying a higher Exercise Price. In addition, no modification of an Option granted hereunder shall, without the consent of the Holder, materially alter or impair any rights of the Holder or materially increase the obligations of a Holder under any Option theretofore granted to that Holder under the Plan except, with respect to Incentive Options, as may be necessary to satisfy the requirements of Section 422 of the Code or as permitted in clause (c) of this Section 5.10.

~~5.11~~

~~Other Agreement Provisions~~. The Option Agreements authorized under the Plan shall contain such provisions in addition to those required by the Plan (including, without limitation, restrictions or the removal of restrictions upon the exercise of the Option and the retention or transfer of shares thereby acquired) as the Committee may deem advisable. Each Option Agreement shall identify the Option evidenced thereby as an Incentive Option or Nonstatutory Option, as the case may be, and no Option Agreement shall cover both an Incentive Option and a Nonstatutory Option. Each Agreement relating to an Incentive Option granted hereunder shall contain such limitations and restrictions upon the exercise of the Incentive Option to which it relates as shall be necessary for the Incentive Option to which such Agreement relates to constitute an incentive stock option, as defined in Section 422 of the Code.

~~SECTION 6.~~

~~RESTRICTED STOCK AWARDS~~

~~All Restricted Stock~~ Awards granted under the Plan ~~shall comply with,~~is the sum of (i) 15,900,000 Shares, which includes 341,155 Shares that are reserved but unissued under the Prior Plan, and (ii) any Shares under the ~~related Award Agreements shall be deemed to include, and be~~Prior Plan subject to ~~the terms and conditions set forth in this Section 6 and also to the terms and conditions set forth in Section 7.1 and Section 8;~~~~provided~~, ~~however~~,awards that, the Committee may authorize an Award Agreement relating to a Restricted Stock Award that expressly contains terms and provisions that differ from the terms and provisions of Section 8. The Committee may also authorize an Award Agreement relating to a Restricted Stock Award that contains any or all of the terms and provisions of Sections 7.2 and 7.3 or that contains terms and provisions dealing with similar subject matter differently than do those Sections; nevertheless, the terms and provisions of Section 7.2 or 7.3 (or any such differing term or provision) shall apply to an Award Agreement relating to a Restricted Stock Award unless the Award Agreement expressly states that such term or provision shall not apply.

~~6.1~~

~~Restrictions. All shares of Restricted Stock Awards granted or sold pursuant to the Plan shall be subject to the following conditions:~~

~~(a)~~

~~Transferability. The shares may not be sold, transferred or otherwise alienated or hypothecated until the restrictions are removed or expire.~~

~~(b)~~

~~Conditions to Removal of Restrictions~~. Conditions to removal or expiration of the restrictions may include, but are not required to be limited to, continuing employment or service as a director, officer, employee, consultant or advisor or achievement of performance objectives described in the Award Agreement.

~~(c)~~

~~Legend. Each certificate representing Restricted Stock Awards granted pursuant to the Plan shall bear a legend making appropriate reference to the restrictions imposed.~~

~~(d)~~

~~Possession~~. At its sole discretion, the Committee may (i) authorize issuance of a certificate for shares in the Holder’s name only upon lapse of the applicable restrictions, (ii) require the Corporation, transfer agent or other custodian to retain physical custody of the certificates representing Restricted Stock Awards during the restriction period and may require the Holder of the Award to execute stock powers, endorsed or in blank, for those certificates and deliver those stock powers to the Corporation, transfer agent or custodian, or (iii) may require the Holder to enter into an escrow agreement providing that the certificates representing Restricted Stock Awards granted or sold pursuant to the Plan shall remain in the physical custody of an escrow holder until all restrictions are removed or expire. The Corporation may issue shares subject to stop-transfer restrictions or may issue such shares subject only to the restrictive legend described in subparagraph 6.1(c).

~~(e)~~

~~Other Conditions~~. The Committee may impose other conditions on any shares granted or sold as Restricted Stock Awards pursuant to the Plan as it may deem advisable, including, without limitation, (i) restrictions under the Securities Act or Exchange Act, (ii) the requirements of any securities exchange upon which the shares or shares of the same class are then listed, and (iii) any state securities law applicable to the shares.

~~6.2~~

~~Expiration of Restrictions~~. The restrictions imposed in Section 6.1 on Restricted Stock Awards shall lapse as determined by the Committee and set forth in the applicable Award Agreement, and the Corporation shall promptly cause to be delivered to the Holder of the Restricted Stock Award a certificate representing the number of shares for which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions; provided that (i) a minimum of a one year restriction period shall exist on all Restricted Stock Awards, and (ii) a minimum of a three year restriction period shall exist with respect to any Restricted Stock Award granted solely by reason of tenure of the Holder (provided that a Restricted Stock Award granted solely by reason of tenure may vest in equal thirds, annually, so long as the minimum restriction period for the first vesting period is at least one year). Subject to the limitations set forth above, each Restricted Stock Award may have a different restriction period, in the discretion of the Committee. The Committee may, in its discretion, prospectively reduce the restriction period applicable to a particular Restricted Stock Award in the event of the death, disability or retirement of the Holder. The foregoing notwithstanding, no restriction not required by law shall remain in effect for more than ten years after the ~~date of the Award.~~

~~6.3~~

~~[reserved]~~

~~6.4~~

~~Rights as Stockholder. Subject to the provisions of Sections 6.1, the Committee may,~~Effective Date, are forfeited, terminated, lapsed or satisfied thereunder in ~~its discretion, determine what rights, if any, the Holder shall have with respect to the Restricted Stock Awards granted~~cash or ~~sold, including the right to vote the shares and receive all dividends and~~property other ~~distributions paid or made with respect thereto.~~

~~6.5~~

~~Other Agreement Provisions~~.than Shares. The ~~Award Agreements relating to Restricted Stock Awards shall contain such provisions in addition to those required by the Plan as the Committee may deem advisable.~~

~~SECTION 7.~~

~~ADJUSTMENT PROVISIONS~~

The Committee may authorize an Award that contains any or all of the terms and provisions of this Section 7 or, with respect to Sections 7.2 and 7.3, that contains terms and provisions dealing with similar subject matter differently than do those Sections; nevertheless, the terms and provisions of Section 7.2 or 7.3 (or any such differing term or provision) shall apply to an Award Agreement unless the Award Agreement expressly states that such term or provision shall not apply.

~~7.1~~

~~Adjustment of Awards and Authorized Stock~~. The terms of an Award and the number of shares of Stock authorized pursuant to Section 2.1 for issuance under the Plan shall be subject to adjustment, from time to time, in accordance with the following provisions:

~~(a)~~

If at any time or from time to time, the Corporation shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock, then (i) the maximum number of shares of Stock available for the Plan as provided in Section 2.1 shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (ii) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any Award shall be increased proportionately, and (iii) the price (including Exercise Price) for each share of Stock (or other kind of shares or unit of other securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

~~(b)~~

If at any time or from time to time the Corporation shall consolidate as a whole (by reclassification, reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, (i) the maximum number of shares of Stock available for the Plan as provided in Section 2.1 shall be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (ii) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any Award shall be decreased proportionately, and (iii) the price (including Exercise Price) for each share of Stock (or other kind of shares or unit of other securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

~~(c)~~

Whenever the number of shares of Stock subject to outstanding Awards and the price for each share of Stock subject to outstanding Awards are required to be adjusted as provided in this Section 7.1, the Committee shall promptly prepare a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of shares of Stock, other securities, cash or property purchasable subject to each Award after giving effect to the adjustments. The Committee shall promptly give each Holder such a notice.

~~(d)~~

Adjustments under Section 7.1(a) and 7.1(b) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding and conclusive. No fractional interest shall be issued under the Plan on account of any such adjustments.

~~7.2~~

~~Changes in Control~~. Upon the occurrence of a Change in Control for Awards held by Participants who are employees or directors of the Corporation (and their permitted transferees pursuant to Section 3.3 above): (a) all outstanding Options shall immediately become fully vested and exercisable in full, including that portion of any Option that pursuant to the terms and provisions of the applicable Award Agreement had not yet become exercisable (the total number of shares of Stock as to which an Option is exercisable upon the occurrence of a Change in Control is referred to herein as the “~~Total~~ Shares”); and (b) the restriction period of any Restricted Stock Award shall immediately be accelerated and the restrictions expire. If a Change in Control involves a Restructure or occurs in connection with a series of related transactions involving a Restructure and if such Restructure is in the form of a Non-Surviving Event and as a part of such Restructure shares of stock, other securities, cash or property shall be issuable or deliverable in exchange for Stock, then the Holder of an Award shall be entitled to purchase or receive (in lieu of the Total Shares that the Holder would otherwise be entitled to purchase or receive), as appropriate for the form of Award, the number of shares of stock, other securities, cash or property, to which such Holder would have been entitled, upon the same terms, conditions and restrictions of the Award as existed immediately before the consummation of the Restructure. Nothing in this Section 7.2 shall impose on a Holder the obligation to exercise any Award immediately before or upon the Change of Control, and, unless otherwise provided in the Award Agreement relating to the Award, no Holder shall forfeit the right to exercise the Award during the remainder of the original term of the Award because of a Change in Control or because the Holder’s employment is terminated for any reason following a Change in Control.

~~7.3~~

~~Restructure and No Change of Control~~. In the event a Restructure should occur at any time while there is any outstanding Award hereunder and that Restructure does not occur in connection with a Change in Control or in connection with a series of related transactions involving a Change in Control, then:

~~(a)~~

~~no outstanding Options shall immediately become fully vested and exercisable in full merely because of the occurrence of the Restructure; and~~

~~(b)~~

~~the restriction period of any Restricted Stock Award shall not immediately be accelerated nor shall the restrictions expire merely because of the occurrence of the Restructure.~~

The Corporation shall promptly notify each Holder of any election or action taken by the Corporation under this Section 7.3. In the event of any election or action taken by the Corporation pursuant to this Section 7.3 that requires the amendment or cancellation of any Award Agreement as may be specified in any notice to the Holder thereof, that Holder shall promptly deliver that Award Agreement to the Corporation in order for that amendment or cancellation to be implemented by the Corporation and the Committee. The failure of the Holder to deliver any such Award Agreement to the Corporation as provided in the preceding sentence shall not in any manner affect the validity or enforceability of any action taken by the Corporation and the Committee under this Section 7.3, including, without limitation, any redemption of an Award as of the consummation of a Restructure. Any cash payment to be made by the Corporation pursuant to this Section 7.3 in connection with the redemption of any outstanding Awards shall be paid to the Holder thereof currently with the delivery to the Corporation of the Award Agreement evidencing that Award; provided, however, that any such redemption shall be effective upon the consummation of the Restructure notwithstanding that the payment of the redemption price may occur subsequent to the consummation. If all or any portion of an outstanding Award is to be exercised upon or after the consummation of a Restructure that is in the form of a Non-Surviving Event and as a part of that Restructure shares of stock, other securities, cash or property shall be issuable or deliverable in exchange for Stock, then the Holder of the Award shall thereafter be entitled to purchase or receive (in lieu of the number of shares of Stock that the Holder would otherwise be entitled to purchase or receive) the number of shares of stock, other securities, cash or property to which such number of shares of Stock would have been entitled, upon the same terms, conditions and restrictions of the Award as existed immediately before the consummation of the Restructure.

~~7.4~~

~~Notice of Change in Control or Restructure~~. The Corporation shall attempt to keep all Holders informed with respect to any Change in Control or Restructure or of any potential Change in Control or Restructure to the same extent that the Corporation’s stockholders are informed by the Corporation of any such event or potential event.

~~SECTION 8.~~

~~ADDITIONAL PROVISIONS~~

~~8.1~~

~~Termination of Employment~~. Subject to the last sentence of Section 7.2, if a Holder is an Eligible Individual because the Holder is an Employee and if that employment relationship is terminated for any reason other than Retirement or that Holder’s death or Disability, then the following provisions shall apply to all Awards held by that Holder that were granted because that Holder was an Employee:

~~(a)~~

If the termination is by the Holder’s employer, then the following provisions shall apply: (i) if the termination is for Cause, then that portion, if any, of any and all Awards held by that Holder that are not yet exercisable (or for which restrictions have not lapsed) as of the date of termination shall become null and void; provided, however, that the portion, if any, of any and all Awards held by that Holder which are exercisable (or for which restrictions have lapsed) as of the date of such termination shall survive such termination and shall be exercisable by such Holder for a period of the lesser of (A) the remainder of the term of the Award or (B) five (5) business days following the date of such termination; or (ii) if the termination is not for Cause, then that portion, if any, of any and all Awards held by that Holder that are not yet exercisable (or for which restrictions have not lapsed) as of the date of the termination shall become null and void as of the date of the termination;~~provided~~,~~however~~, that the portion, if any, of any and all Awards held by that Holder which are exercisable (or for which restrictions have lapsed) as of the date of such termination shall survive such termination and shall be exercisable by such Holder for a period of the lesser of (A) the remainder of the term of the Award or (B) 365 days following the date of such termination.

~~(b)~~

If such termination is by the Holder, then, unless otherwise agreed to by the Corporation, any and all Awards held by that Holder, whether or not then exercisable and whether or not restrictions thereon have lapsed (except in full), shall become null and void as of the date of the termination.

~~8.2~~

~~Other Loss of Eligibility~~. If a Holder is an Eligible Individual because the Holder is serving in a capacity other than as an Employee and if that capacity is terminated for any reason other than the Holder’s death, then that portion, if any, of any and all Awards held by the Holder that were granted because of that capacity which are not yet exercisable (or for which restrictions have not lapsed) as of the date of the termination shall become null and void as of the date of the termination;~~provided~~,~~however~~, that the portion, if any, of any and all of the Awards held by the Holder that are exercisable (or for which restrictions have lapsed) as of the date of the termination shall survive the termination and shall be exercisable by such Holder for a period of the lesser of (a) the remainder of the term of the Award or (b) 180 days following the date of such termination.

~~8.3~~

~~Death~~. Upon the death of a Holder, then any and all Awards held by the Holder, including those portions of the Awards that pursuant to the terms and provisions of the applicable Award Agreement had not yet become exercisable, shall immediately become fully vested and exercisable in full by the Holder, his guardians or his legal representatives, legatees or distributees for a period of the lesser of (a) the remainder of the term of the Award or (b) one year following the date of the Holder’s death. Any portion of an Award not exercised upon the expiration of the periods specified in (a) or (b) shall be null and void. Except as expressly provided in this Section 8.3, all Awards held by a Holder shall not be exercisable after the death of that Holder.

~~8.4~~

~~Retirement~~. If a Holder is an Eligible Individual because the Holder is an Employee and if that employment relationship is terminated by reason of the Holder’s Retirement, then the portion, if any, of any and all Awards held by the Holder that are not yet exercisable (or for which restrictions have not lapsed) as of the date of that retirement shall become null and void as of the date of retirement;~~provided~~,~~however~~, that the portion, if any, of any and all Awards held by the Holder that are exercisable as of the date of that Retirement shall survive the Retirement and shall be exercisable by such Holder for a period of the lesser of (a) the remainder of the terms of the Award or (b) 180 days following the date of retirement.

~~8.5~~

~~Disability~~. If a Holder is an Eligible Individual because the Holder is an Employee and if that employment relationship is terminated by reason of the Holder’s Disability, then any and all Awards held by the Holder, including those portions of the Awards that pursuant to the terms and provisions of the applicable Award Agreement had not yet become exercisable (or for which restrictions had not lapsed), shall immediately become fully vested and exercisable in full by the Holder, his guardians or his legal representatives for a period of the lesser of (a) the remainder of the term of the Award or (b) one year following the date on which the Holder’s employment is terminated due to such Holder’s Disability. “Disability” shall have the meaning given it in the employment agreement of the Holder;~~provided~~,~~however~~, that if that Holder has no employment agreement, “Disability” shall mean a physical or mental impairment of sufficient severity that, in the opinion of the Corporation, either the Holder is unable to continue performing the duties he performed before such impairment or the Holder’s condition entitles him to disability benefits under any insurance or employee benefit plan of the Corporation or its Subsidiaries and that impairment or condition is cited by the Corporation as the reason for termination of the Holder’s employment.

~~8.6~~

~~Leave of Absence~~. With respect to an Award, the Committee may, in its sole discretion, determine that any Holder who is on leave of absence for any reason will be considered to still be in the employ of the Corporation, provided that rights to that Award during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

~~8.7~~

~~Transferability of Awards~~. In addition to such other terms and conditions as may be included in a particular Award Agreement, an Award requiring exercise shall be exercisable during a Holder’s lifetime only by that Holder or by that Holder’s guardian or legal representative. An Award requiring exercise shall not be transferrable other than by will or the laws of descent and distribution, except as permitted in accordance with Section 3.3.

~~8.8~~

~~Forfeiture and Restrictions on Transfer~~. Each Award Agreement may contain or otherwise provide for conditions giving rise to the forfeiture of the Stock acquired pursuant to an Award or otherwise and may also provide for those restrictions on the transferability of shares of the Stock acquired pursuant to an Award or otherwise that the Committee in its sole and absolute discretion may deem proper or advisable. The conditions giving rise to forfeiture may include, but need not be limited to, the requirement that the Holder render substantial services to the Corporation or its Subsidiaries for a specified period of time, and/or agreements regarding non-competition with the Corporation and its Subsidiaries. The restrictions on transferability may include, but need not be limited to, options and rights of first refusal in favor of the Corporation and stockholders of the Corporation other than the Holder of such shares of Stock who is a party to the particular Award Agreement or a subsequent holder of the shares of Stock who is bound by that Award Agreement.

~~8.9~~

~~Delivery of Certificates of Stock~~. Subject to Section 8.10, the Corporation shall promptly issue and deliver a certificate representing the number of shares of Stock as to which (a) an Option has been exercised after the Corporation receives an Exercise Notice and upon receipt by the Corporation of the Exercise Price and any tax withholding as may be requested; and (b) restrictions have lapsed with respect to a Restricted Stock Award and upon receipt by the Corporation of any tax withholding as may be requested. The value of the shares of Stock, cash or notes transferable because of an Award under the Plan shall not bear any interest owing to the passage of time, except as may be otherwise provided in an Award Agreement. If a Holder is entitled to receive certificates representing Stock received for more than one form of Award under the Plan, separate Stock certificates shall be issued with respect to each such Award and for Incentive Options and Nonstatutory Stock Options separately.

~~8.10~~

~~Conditions to Delivery of Stock~~. Nothing herein or in any Award granted hereunder or any Award Agreement shall require the Corporation to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Corporation, constitute a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. At the time of any exercise of an Option, or at the time of any grant of a Restricted Stock Award, the Corporation may, as a condition precedent to the exercise of such Option or vesting of any Restricted Stock Award, require from the Holder of the Award (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the Holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by that Holder (or in the event of the Holder’s death, his legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect.

~~8.11~~

~~Securities Act Legend. Certificates for shares of Stock, when issued, may have the following legend, or statements of other applicable restrictions endorsed thereon and may not be immediately transferable:~~

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

~~This legend shall not be required for shares of Stock issued pursuant to an effective registration statement under the Securities Act, if any.~~

~~8.12~~

~~Legend for Restrictions on Transfer~~. Each certificate representing shares issued to a Holder pursuant to an Award granted under the Plan shall, if such shares are subject to any transfer restriction, including a right of first refusal, provided for under this Plan or an Award Agreement, bear a legend that complies with applicable law with respect to the restrictions on transferability contained in this Section 8.12, such as:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY IMPOSED BY THAT CERTAIN INSTRUMENT ENTITLED “RING ENERGY, INC. LONG-TERM INCENTIVE PLAN” AS ADOPTED BY RING ENERGY, INC. (THE “~~CORPORATION~~~~”) ON ______________, 20__, AND AN AGREEMENT THEREUNDER BETWEEN THE CORPORATION AND[HOLDER]~~ DATED ___________, ______, AND MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF EXCEPT AS THEREIN PROVIDED. THE CORPORATION WILL FURNISH A COPY OF SUCH INSTRUMENT AND AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

~~8.13~~

~~Rights as a Stockholder~~. A Holder shall have no right as a stockholder with respect to any shares covered by his or her Award until a certificate representing those shares is issued in his or her name. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash or other property) or distributions or other rights for which the record date is before the date that certificate is issued, except as contemplated by Section 7. Nevertheless, dividends and dividend equivalent rights may be extended to and made part of any Award denominated in Stock or units of Stock, subject to such terms, conditions, and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents for deferred payment denominated in Stock or units of Stock.

~~8.14~~

~~Information~~. Each Holder shall furnish to the Corporation all information requested by the Corporation to enable it to comply with any reporting or other requirement imposed upon the Corporation by or under any applicable statute or regulation.

~~8.15~~

~~Obligation to Exercise. The granting of an Award hereunder shall impose no obligation upon the Holder to exercise the same or any part thereof.~~

~~8.16~~

~~Adjustments to Awards~~. Subject to applicable law and the general limitations set forth in Sections 5, and 7, the Committee may make any adjustment to or the terms of a Nonstatutory Option by canceling an outstanding Nonstatutory Option and regranting a Nonstatutory Option. Such adjustment shall be made by amending, substituting or regranting an outstanding Nonstatutory Option. Such amendment, substitution or regrant may result in terms and conditions that differ from the terms and conditions of the original Nonstatutory Option. Notwithstanding anything herein, the Committee may not “reprice” any Option. “Reprice” means any of the following or any other action that has the same effect: (i) amending an Option to reduce its exercise price, (ii) canceling an Option at a time when its exercise price exceeds the Fair Market Value of a share of Stock in exchange for an Option, Restricted Stock Award or other equity award unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction, or (iii) taking any other action that is treated as a repricing under generally accepted accounting principles. In addition, the Committee may not impair the rights of any Holder to previously granted Nonstatutory Options without that Holder’s consent. If such action is effected by amendment, the effective date of such amendment shall be the date of the original grant. Notwithstanding the above, with respect to Performance Awards that are subject to Section 409A of the Code, the Committee shall not have the authority to accelerate or postpone the timing or settlement of a Performance Award in a manner that would cause such award to become subject to the interest and penalty provisions under Section 409A of the Code.

~~8.17~~

~~Remedies~~. The Corporation and a Holder shall be entitled to recover from the other party reasonable attorneys’ fees incurred in connection with the enforcement of the terms and provisions of the Plan and any Award Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

~~8.18~~

~~Information Confidential~~. As partial consideration for the granting of each Award hereunder, the Holder shall agree with the Corporation that the Holder will keep confidential all information and knowledge that the Holder has relating to the manner and amount of his or her participation in the Plan;~~provided~~,~~however~~, that such information may be disclosed as required by law and may be given in confidence to the Holder’s spouse, tax, legal and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan. In the event any breach of this promise comes to the attention of the Committee, it shall take into consideration that breach in determining whether to recommend the grant of any future Award to that Holder, as a factor militating against the advisability of granting any such future Award to that individual. The provisions of this Section 8.18 shall be included in each Award Agreement.

~~8.19~~

~~Consideration~~. No Option shall be exercisable and no restriction on any Restricted Stock Award shall lapse unless and until the Holder shall have paid cash or property to, or performed services for and/or provided value to, the Corporation or any of its Subsidiaries that the Committee believes is equal to or greater in value than the par value of the Stock subject to such Award.

~~8.20~~

~~Payment of Taxes~~. The Committee may, in its discretion, require a Holder to pay to the Corporation (or the Corporation’s Subsidiary if the Holder is an employee of a Subsidiary of the Corporation), at the time of the exercise of an Award, the amount that the Committee deems necessary to satisfy the Corporation’s or its Subsidiary’s current or future obligation to withhold federal, state or local income or other taxes that the Holder incurs by exercising an Award.

~~8.21~~

~~Claw-back~~. If any Holder is substantially responsible for negligence that materially and negatively impacts the Corporation, an Award benefit realized by such Holder during the period commencing in the two (2) years preceding such negligence will be immediately due and payable by such Holder to the Corporation. The Holder will be considered substantially responsible if there was a failure to conduct his or her responsibilities with the degree of skill and care an ordinary prudent person in a like position would exercise under similar circumstances.

~~SECTION 9.~~

~~DURATION AND AMENDMENT OF PLAN~~

~~9.1~~

~~Duration. No Awards may be granted hereunder after the date that is ten (10) years from the date of this Plan.~~

~~9.2~~

~~Amendment~~. The Board of Directors may (insofar as permitted by law and applicable regulations), with respect to any shares which, at the time, are not subject to Awards, suspend or discontinue the Plan or revise or amend it in any respect whatsoever, and may amend any provision of the Plan or any Award Agreement to make the Plan or the Award Agreement, or both, comply with Section 16(b) of the Exchange Act and the exemptions therefrom, the Code, the Employee Retirement Income Security Act of 1974, as amended (“~~ERISA~~”), the regulations promulgated under the Code or ERISA, or any other law, rule or regulation that may affect the Plan. The Board of Directors may also amend, modify, suspend or terminate the Plan for the purpose of meeting or addressing any changes in other legal requirements applicable to the Corporation or the Plan or for any other purpose permitted by law. The Plan may not be amended without the consent of the holders of a majority of the shares of Stock then outstanding to increase materially the aggregate number of shares of Stock that may be issued ~~under~~pursuant to Options intended to be Incentive Stock Options is 15,900,000.”

~~No Liability for Good Faith Determinations~~. Neither the members of the Board of Directors, any member of the Committee nor any individual that the Committee has delegated duties to pursuant to Section 3.1. above shall be liable for any act, omission or determination taken or made in good faith with respect

~~Corporation Records~~. Records of the Corporation or its Subsidiaries regarding the Holder’s period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.

~~Information~~. The Corporation and its Subsidiaries shall, upon request or as may be specifically required hereunder, furnish or cause to be furnished, all of the information or documentation which is necessary or required by the Committee to perform its duties and functions under the Plan.

~~Corporation Action. Any action required of the Corporation shall be by resolution of its Board of Directors or by a person authorized to act by resolution of the Board of Directors.~~

~~Severability~~. If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein. If any of the terms or provisions of this Plan conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Individuals who are subject to Section 16(b) of the Exchange Act) or Section 422 of the Code (with respect to Incentive Options), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 or Section 422 of the Code unless the Committee has determined that the Plan should not comply with such requirements. With respect to Incentive Options, if this Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an Incentive Option cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.

~~Notices~~. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third Business Day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Corporation or a Holder may change, at any time and from time to time, by written notice to the other, the address which it or he had previously specified for receiving notices. Until changed in accordance herewith, the Corporation and each Holder shall specify as its and his address for receiving notices the address set forth in the Award Agreement pertaining to the shares to which such notice relates.

~~Waiver of Notice. Any person entitled to notice hereunder may waive such notice.~~

~~Successors. The Plan shall be binding upon the Holder, his legal representatives, heirs, legatees and distributees, upon the Corporation, its successors and assigns, and upon the Committee and its successors.~~

~~Headings. The titles and headings of Sections and Paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof.~~

~~Governing Law~~. All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Nevada except to the extent Nevada law is preempted by federal law. Questions arising with respect to the provisions of an Award Agreement that are matters of contract law shall be governed by the laws of the state specified in the Award Agreement, except to the extent Nevada corporate law conflicts with the contract law of such state, in which event Nevada corporate law shall govern. The obligation of the Corporation to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

~~Word Usage. Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Plan dictates, the plural shall be read as the singular and the singular as the plural.~~

~~Section 2.1 of the Ring Energy, Inc. Long Term Incentive Plan is amended to read in full as follows:~~

~~Maximum Number of Shares. Subject to the provisions of Section 7 of this Plan, the maximum aggregate number of shares of Stock in respect of which Awards may be granted for all purposes under the Plan shall be~~~~5,000,000~~; and provided, further, that if any shares of Stock subject to an Award are forfeited or if any Award based on shares of Stock is otherwise terminated without issuance of such shares of Stock or other consideration in lieu of such shares of Stock, the shares of Stock subject to such Award shall to the extent of such forfeiture or termination, again be available for Awards under the Plan if no participant shall have received any benefits of ownership in respect thereof.


OVERVIEW	Joint Letter to Stockholders	4
	Our Company – Mission & Vision	~~(1)~~	~~Amount Previously Paid:~~ 6
	Our Company – Strategic Priorities		7
	Questions and Answers About the 2023 Annual Meeting and Voting	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~ 8
	Our 2022 Performance Highlights		14
	Our Commitment to Environmental, Social and Governance (“ESG”)	~~(3)~~	~~Filing Party:~~ 16
	Board Composition and Experience		18
			~~(4)~~	~~Date Filed:~~
PROPOSAL 1: ELECTION OF DIRECTORS	Summary	19
	Board Committees & Director Bios	20
	Board Recommendation on Proposal	25

CORPORATE GOVERNANCE AND OUR BOARD	Corporate Governance Highlights	26
	Our Board	27
	Board Leadership Structure	27
	Lead Independent Director	27
	Annual Board Evaluation	28
	Director Orientation and Continuing Education	28
	Board Independence	28
	Board Risk Assessment and Control	29
	Insider Trading Policy	29
	Board Committees	30
	Director Nominations and Qualifications	33
	Board of Directors Diversity	33
	Communications With Our Board	34

EXECUTIVE OFFICERS	Executive Officer Bios	35

COMPENSATION DISCUSSION & ANALYSIS	Summary	37
	Overview of Executive Compensation	38
	Additional Compensation Policy Highlights	39
	Executive Compensation Philosophy	39


COMPENSATION DISCUSSION & ANALYSIS	Say-on-Pay and Stockholder Engagement	40
	Executive Compensation Program Elements For 2022	40
	Management Stock Ownership Guidelines	44
	Tax & Risk Considerations in Overall Program	45
EXECUTIVE COMPENSATION	Compensation of Named Executive Officers (2020-2022)	47
	Employment Agreements	49
	Grants of Plan-Based Awards	51
	Outstanding Equity Awards at Fiscal Year-End	52
	Option Exercises and Stock Vested	53
	Pension Benefits and Nonqualified Deferred Compensation	53
	Potential Payments Upon Termination or Change In Control	54
	CEO Pay Ratio	59
	Pay Versus Performance	60
DIRECTOR COMPENSATION	Director Compensation	65
OTHER COMPENSATION MATTERS	Compensation Committee Report	68
	Compensation Committee Interlocks and Insider Participation	68
RELATED PARTY TRANSACTIONS	Transactions With Related Persons, Promoters and Certain Control Persons	69
BENEFICIAL OWNERSHIP	Security Ownership of Certain Beneficial Owners and Management & Other Matters	71

PROPOSAL 2: INCREASE TO AUTHORIZED SHARES OF COMMON STOCK	Background	74
	Text of the Proposed Amendment	74
	Reasons for the Proposed Amendment	74
	Possible Effects of the Proposed Amendment	75
	Interests of Directors and Executive Officers	75
	Vote Required	75
	Board Recommendation on Proposal	76

PROPOSAL 3: AMENDMENT TO THE RING ENERGY, INC. 2021 OMNIBUS INCENTIVE PLAN TO INCREASE THE SHARES AVAILABLE UNDER THE PLAN BY 6.0 MILLION SHARES	Description and Text of the Proposed Plan Amendment	77
	Summary of the 2021 Plan	77
	Description of the Amended Plan	78
	New Plan Benefits	81
	Summary of Federal Income Tax Consequences	82
	Importance of Consulting a Tax Adviser	83
	Vote Required for Approval	83
	Board Recommendation on Proposal	83

PROPOSAL 4: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Summary	84
	Board Recommendation on Proposal	84

PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP	Summary and Fees Detail	85
	Board Recommendation on Proposal	86
	Audit Committee Report	87

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2024 ANNUAL MEETING AND OTHER ITEMS	Summary of Procedures For Submitting a Proposal or Nominating a Director	89
	Other Business	80
	Annual Report	80
	Appendix A: GAAP to Non-GAAP Reconciliations	91
	Appendix B: Certificate of Amendment	93
	Appendix C: Amendment No. 1 to the Ring Energy, Inc. 2021 Omnibus Incentive Plan	96


$138.6 MM						$195.2 MM
Net income						Adjusted EBITDA1

$34.8 MM						$197.0 MM
Free Cash Flow1						Net Cash Provided by Operating Activities

12,364 Boe/D						$10.57
Net Sales per day						Lease Operating Expenses per BOE2


8 MEN 1 WOMAN DIVERSITY BY GENDER

7 INDEPENDENT 2 NOT INDEPENDENT DIVERSITY BY INDEPENDENCE

DIVERSITY BY TENURE Years

DIVERSITY BY AGE Average Age: 63


NAME	AGE	POSITION
Management Directors
Paul D. McKinney	64	Chairman of the Board of Directors and Chief Executive Officer
Non-Independent Directors
Roy I. Ben-Dor	40	Director
Independent Directors
Anthony B. Petrelli	70	Lead Director
John A. Crum	71	Director
David S. Habachy	47	Director
Richard E. Harris	70	Director
Thomas L. Mitchell	63	Director
Regina Roesener	63	Director
Clayton E. Woodrum	83	Director



Increased revenues by 77% from 2021 levels	Grew adjusted net income1 to $107.5 million – a 251% increase year-over-year	Successfully drilled and completed 32 wells



Generated free cash flow1 of $34.8 million (including generating free cash flow every quarter during 2022)			Paid down $37 million of borrowings on bank credit facility, since the closing of the Stronghold Acquisition on August 31, 2022


			ENVIRONMENTAL We are committed to protecting and preserving the environment in all aspects of our business, including production operations, well work programs, and decommissioning activities. Our policies and procedures are designed to meet or exceed adherence with all federal, state and local regulations, and we expect our contractors to have similar programs in place. Our efforts to minimize our operational impact are multi-faceted, including reducing greenhouse gas (“GHG”) and air emissions, minimizing the use of freshwater, preventing spills, safeguarding local water supplies and minimizing waste. Our ongoing environmental programs are designed to not only reduce our operational impacts but also improve efficiency, lower costs and reduce risk, which promotes the long-term sustainability of our business, while enhancing our relationships with the communities in which we operate.


			SOCIAL We strive to attract, develop and retain a highly qualified workforce in the industry as we recognize our future success is a direct result of their efforts. As such, we provide a competitive compensation and comprehensive benefits program, as well as a positive work environment designed to drive a culture of safety and innovation. We are also committed to continuously providing an inclusive, safe and secure work environment where all of our employees can be respected, valued, and successful in pursuing their goals, all while contributing to the Company’s success. We will continue to promote honesty and integrity in all interactions with our employees and actively support the communities in which we operate with both our time and resources. We recognize and appreciate the ongoing efforts of our employees in their personal commitments from both a time and financial perspective in enhancing the quality of life in our local communities. As of December 31, 2022, we had 98 full-time employees as well as a diverse group of independent contractors who assist our full-time staff in a range of areas including geology, engineering, land, accounting, and field operations, as needed. None are represented by labor unions or covered by any collective bargaining agreements.
Diversity and Inclusion The unique backgrounds and experiences of our employees help to develop a wide range of perspectives that lead to better solutions. Our staff’s diversity is reflected in our full-time employees where 24% are women and approximately 49% represent minorities, as of December 31, 2022. The majority of our employees are citizens of the United States, with a few retaining dual citizenships in other countries. The employees who are not U.S. citizens are legally registered to live and work here and the Company is committed to helping those employees retain their ability to remain in the U.S. and continue their employment.
			GOVERNANCE We leverage sound corporate governance practices that promote accountability and good decision making, which is a key tenet to our long-term success and sustainability. Our Board and its committees are responsible for our strategy and governance and these practices depend on our guiding principle to conduct our business in accordance with appropriate legal and ethical standards, and with honesty and integrity. We expect all employees across the organization to exemplify these principles as they conduct their work activities and appreciate their collective efforts in this regard.


			Paul D. McKinney joined Ring on October 1, 2020 and his most recent role prior to joining the Company was President, CEO & Director of SandRidge Energy (NYSE:SD)(“SandRidge”). He accepted the post in January 2019 and continued there eleven months before resigning in December 2019. Prior to SandRidge, Mr. McKinney was President & Chief Operating Officer for Yuma Energy, Inc. (NYSE American:YUMA)(“Yuma”) since April 2017 after serving as Yuma’s Executive Vice President and Chief Operating Officer since October 2014. Mr. McKinney served as a petroleum engineering consultant for Yuma’s predecessor from June 2014 to September 2014 and for Yuma from September 2014 to October 2014. Yuma filed for protection under federal bankruptcy laws in April 2020. Mr. McKinney served as Region Vice President, Gulf Coast Onshore, for Apache Corporation (NYSE:APA)(“Apache”) from 2010 through 2013, where he was responsible for the development and all operational aspects of the Gulf Coast region for Apache. Prior to his role as Region Vice President, Mr. McKinney was Manager, Corporate Reservoir Engineering, for Apache from 2007 through 2010. From 2006 through 2007, Mr. McKinney was Vice President and Director, Acquisitions & Divestitures for Tristone Capital, Inc. Mr. McKinney commenced his career with Anadarko Petroleum Corporation (NYSE:APC)(“Anadarko”) and held various positions with Anadarko over a 23 year period from 1983 to 2006, including his last title as Vice President of Reservoir Engineering, Anadarko Canada Corporation. Mr. McKinney was a member of the board of directors for Pro-Ject Holdings, LLC a privately owned oil field chemical services company where his service ended December 31, 2021. He co-authored paper number SPE-75708-MS:Applied Reservoir Characterization for Maximizing Reserve Growth and Profitability in Tight Gas Sands: A Paradigm Shift in Development Strategies for Low-Permeability Gas Reservoirs. Mr. McKinney entered the United States Air Force upon graduating from high school and continued in the United States Air Force Reserves while attending college. Mr. McKinney attended Louisiana Tech University and graduated with a Bachelor of Science degree in Petroleum Engineering in 1983. Effective October 1, 2020, Mr. McKinney was appointed to the Board to fill a vacancy created from the resignation of prior directors. At that time, Mr. McKinney was appointed as Chairman of the Board and as Chief Executive Officer. Mr. McKinney was elected to the Board by the stockholders at the 2020 annual stockholders’ meeting. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. McKinney should serve as director include his 39 years of experience in the oil and gas industry; his extensive experience in advanced reservoir engineering and economic evaluations, strategic planning, and pursuing strategic transactions; his corporate governance, compliance, and risk management experience; and his experience as a director of public and private companies.
Paul D. McKinney Chairman of the Board of Directors and Chief Executive Officer Age: 64 Director Since: 2020


RELATING TO THE BOARD
aAnnual elections of the entire Board			aDedication to continuing director education
aMajority independent directors			aDedication to diversity on the Board
aAnnual evaluations of the Board, each committee, and each director			aDesignated Lead Independent Director
aInsider trading policy that prohibits hedging, pledging, and margin transactions in Company securities			aBoard committees comprised entirely of independent directors
aMaintains corporate governance guidelines			aBoard oversees environmental, social, and governance practices
aCompany adopted Annual Say-On-Pay voting			aBoard oversees succession planning for the CEO and executive officer positions
aAdopted director overboarding policy			aAdopted officer and director stock ownership guidelines


RELATING TO STOCKHOLDER RIGHTS
aEqual voting rights among all stockholders			aAll stockholders entitled to vote on all director nominees
aAbility of stockholders to call a special meeting (at a 10% threshold)			aNo poison pill or similar plan
aAbility of stockholders to act by written consent			aNo supermajority voting requirements



Audit Committee	Compensation Committee	Nominating, Environmental, Social, and Governance Committee


NAME	AUDIT COMMITTEE	COMPENSATION COMMITTEE	NOMINATING, ENVIRONMENTAL, SOCIAL, AND GOVERNANCE COMMITTEE
Paul D. McKinney
Anthony B. Petrelli
Roy I. Ben-Dor
John A. Crum
David S. Habachy
Richard E. Harris
Thomas L. Mitchell
Regina Roesener
Clayton E. Woodrum
Chair Member


NAME			PRINCIPAL POSITION
Paul D. McKinney			Chief Executive Officer and Chairman of the Board
Travis T. Thomas			Executive Vice President, Chief Financial Officer, Treasurer & Corporate Secretary
Stephen D. Brooks			Executive Vice President of Land, Legal, Human Resources and Marketing
Marinos C. Baghdati			Executive Vice President of Operations
Alexander Dyes			Executive Vice President of Engineering and Corporate Strategy


NAME	2022 BASE SALARY RATE ($) (EFFECTIVE 01/01/2022 TO 2/28/2022)	2022 BASE SALARY RATE ($) (EFFECTIVE 03/01/2022 TO 12/31/2022)
Paul D. McKinney	$480,000	$540,000
Travis T. Thomas	$290,000	$320,000
Stephen D. Brooks	$290,000	$320,000
Marinos C. Baghdati	$290,000	$320,000
Alexander Dyes	$290,000	$320,000


AIP PERFORMANCE MEASURE	WEIGHTING	THRESHOLD	TARGET	MAX	ACTUAL RESULTS	PERFORMANCE FACTOR	FUNDING LEVEL
Net Production (Sales) (BOE)	35%	4,170,960	4,634,400	5,561,280	4,512,610	87%	30%
IRR Achievement (%)	25%	15%	30%	60%	52%	174%	44%
Reserves Replacement Ratio	25%	90%	100%	120%	1202%	200%	50%
Net Lifting Costs(1) ($/BOE)	15%	$11.43	$10.39	$8.31	$10.65	87%	13%
Total for Performance Measures	100%	—	—	—	—	—	137%
HSE Objectives Modifier	100%	0%	100%	100%	100%		100%
Total Percentage of AIP Target Earned							137%
(1) Net Lifting Costs is calculated as the sum of net Lease operating expenses and Operating lease expense, expressed on a barrel of oil equivalent basis.


		ABSOLUTE TSR PERFORMANCE
		<0%	0%	10%	≥25%
RELATIVE TSR PERFORMANCE (1)	<25th Percentile	0%	0%	0%	0%
	≥25th Percentile	25%	50%	75%	100%
	≥50th Percentile	50%	75%	100%	125%
	≥75th Percentile	75%	100%	125%	150%
	≥90th Percentile	100%	125%	175%	200%


FINAL CROCE PERFORMANCE PERCENTAGE	≤0%	5%	10%	15%	20%
CROCE PSU PERCENTAGE (2)	0%	50%	100%	150%	200%



41	%	PSUs with 3-year Performance Period
27	%	RSUs with 3-year vesting
16	%	Target Annual Cash Bonus
16	%	Base Salary


WHAT WE DO			WHAT WE DON'T DO
aRobust stock ownership guidelines for officers and Board members			r Provide excessive severance arrangements, single trigger severance benefits or excise tax gross-ups for change-in- control related termination
aCompensation Committee oversight of officer compensation levels, incentive plan goals and other officer compensation matters
aAlign pay outcomes with performance achievement			r Allow employees or Board members to hedge Company securities or pledge Company stock as collateral on a loan
aMaintain a clawback policy
aEngage an independent compensation consultant that directly advises the Compensation Committee			r Provide excessive perquisites
aCap incentive payouts at a maximum amount
aMonitor compensation-related risk for excessive risk taking potential			r Permit repricing of stock options without stockholder approval
aEngage stockholders on officer compensation matters


POSITION			REQUIRED SHARE OWNERSHIP LEVEL (MULTIPLE OF BASE SALARY)
Chief Executive Officer			5X
Named Executive Officers			3X


NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)		BONUS ($) (2)		EQUITY AWARDS (1) ($)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)		ALL OTHER COMPENSATION (3) ($)		TOTAL ($)
Paul D. McKinney, Chief Executive Officer and Chairman of the Board	2022	$	530,000	$	73,900	$	2,369,893	$	726,100	$	18,500	$	3,718,393
	2021	$	480,000	$	—	$	2,464,517	$	518,400	$	30,200	$	3,493,117
	2020	$	120,000	$	54,000	$	204,000	$	108,000	$	7,000	$	493,000
Travis T. Thomas, Executive Vice President and Chief Financial Officer	2022	$	315,000	$	32,900	$	592,474	$	302,100	$	18,500	$	1,260,974
	2021	$	278,912	$	—	$	616,130	$	219,240	$	14,986	$	1,129,268
Stephen D. Brooks, Executive Vice President of Land, Legal, Human Resources and Marketing	2022	$	315,000	$	32,900	$	592,474	$	302,100	$	18,500	$	1,260,974
	2021	$	290,000	$	—	$	616,130	$	219,240	$	14,500	$	1,139,870
	2020	$	72,500	$	23,565	$	136,000	$	47,125	$	—	$	279,190
Marinos C. Baghdati, Executive Vice President of Operations	2022	$	315,000	$	32,900	$	592,474	$	302,100	$	18,500	$	1,260,974
Marinos C. Baghdati, Executive Vice President of Operations	2021	$	290,000	$	—	$	616,130	$	219,240	$	17,400	$	1,142,770
Alexander Dyes, Executive Vice President of Engineering and Corporate Strategy	2022	$	315,000	$	32,900	$	592,474	$	302,100	$	15,960	$	1,258,434
	2021	$	290,000	$	—	$	616,130	$	219,240	$	14,500	$	1,139,870


NAME	YEAR	BOARD FEES (a)	401(K) CONTRIBUTIONS (b)	CELL PHONE REIMBURSEMENTS (c)	TOTAL
Paul D. McKinney	2022	$—	$18,300	$200	$18,500
	2021	$17,000	$13,200	$—	$30,200
	2020	$7,000	$—	$—	$7,000
Travis T. Thomas	2022	$—	$18,300	$200	$18,500
	2021	$—	$14,986	$—	$14,986
Stephen D. Brooks	2022	$—	$18,300	$200	$18,500
	2021	$—	$14,500	$—	$14,500
Marinos C. Baghdati	2022	$—	$18,300	$200	$18,500
	2021	$—	$17,400	$—	$17,400
Alexander Dyes	2022	$—	$15,760	$200	$15,960
	2021	$—	$14,500	$—	$14,500
(a)For Mr. McKinney, the amounts reported in this column represent the fees earned or paid in cash in connection with his service as a director. Mr. McKinney did not receive equity compensation or any other forms of compensation related to his Board service. Board fees for Mr. McKinney ceased as of June 1, 2021. (b)The 401(K) contributions by the Company match into the Company’s sponsored 401(K) plan. Subject to IRS limits, Company contributions to each employee’s 401(K) account consist of a matching contribution of up to 6% of the employee’s eligible salary. (c)Beginning November 2022, the Company began reimbursing employees $50 per paycheck for cell phone expenses.


		Estimated future payouts under non-equity incentive plan awards (4)						Estimated future payouts under equity incentive plan awards
NAME	GRANT DATE	THRESHOLD ($)		TARGET ($)		MAXIMUM ($)		THRESHOLD (#)	TARGET (#) (2)	MAXIMUM (#)	ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK (#) (1)	GRANT DATE FAIR VALUE STOCK AWARDS AND PERFORM-ANCE UNITS (3)
Paul D. McKinney	2/9/22	$	—	$	530,000	$	1,060,000
	2/9/22										286,738	$	800,000
	2/9/22							—	430,108	860,216		$	1,569,894
Travis T. Thomas	2/9/22	$	—	$	220,500	$	441,000
	2/9/22										71,685	$	200,000
	2/9/22							—	107,527	215,054		$	392,473
Stephen D. Brooks	2/9/22	$	—	$	220,500	$	441,000
	2/9/22										71,685	$	200,000
	2/9/22							—	107,527	215,054		$	392,473
Marinos C. Baghdati	2/9/22	$	—	$	220,500	$	441,000
	2/9/22										71,685	$	200,000
	2/9/22							—	107,527	215,054		$	392,473
Alexander Dyes	2/9/22	$	—	$	220,500	$	441,000
	2/9/22										71,685	$	200,000
	2/9/22							—	107,527	215,054		$	392,473
(1)The shares granted on February 9, 2022 represent the 2022 awards of time-vested RSU, which vest in three equal annual installments beginning on the first anniversary of the grant date. (2)The amounts granted on February 9, 2022 represent the target number of PSUs. The PSUs have a cliff vesting date of December 31, 2024 and were valued using a Monte Carlo simulation as of the grant date for half of the awards and based on the stock price for the other half. (3)Reflects the full grant date fair value of the equity awards granted pursuant to the Company’s equity plans calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 13 – Employee Stock Options, Restricted Stock Award Plan and 401(k) in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2022. These amounts were calculated based on the closing market price for our shares on the NYSE American on the date of grant. (4)This represents the performance-based portion of the AIP awards. The target amount is based upon a percentage of the named executive officer’s base salary. For 2022, the Compensation Committee chose reserves replacement ratio, internal rate of return, net Boe production (sales), and net lifting costs. See “Annual Incentive Plan” in the CD&A section for additional information.


NAME	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (1)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (3)		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES THAT HAVE NOT VESTED (#) (2)	EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (4)
Paul D. McKinney	577,897	$	1,421,627
				860,216	$	2,116,131
Travis T. Thomas	169,475	$	416,909
				215,054	$	529,033
Stephen D. Brooks	186,142	$	457,909
				215,054	$	529,033
Marinos C. Baghdati	186,142	$	457,909
				215,054	$	529,033
Alexander Dyes	186,142	$	457,909
				215,054	$	529,033


	STOCK AWARDS
NAME	NUMBER OF SHARES ACQUIRED ON VESTING (#)	VALUE REALIZED ON VESTING (#) (1)
Paul D. McKinney	195,579	$566,527
Travis T. Thomas	73,895	$240,133
Stephen D. Brooks	90,561	$238,298
Marinos C. Baghdati	90,561	$238,298
Alexander Dyes	90,561	$238,298
(1) The value realized on vesting is equal to the number of shares, multiplied by the closing price of the shares on the date of vesting.


NAME/EVENT	CASH SEVERANCE (1)		ACCELERATED INCENTIVE AND STOCK AWARD VESTING (2)		COMPANY-PAID COBRA PREMIUMS (1)		TOTAL
Paul D. McKinney
Termination by Employee for Good Reason, or by Company without Cause	$	540,000	$	3,537,758	$	29,238	$	4,106,996
Termination for Cause/Resignation without Good Reason	$	—	$	—	$	—	$	—
Change in Control	$	—	$	—	$	—	$	—
Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	$	810,000	$	3,537,758	$	29,238	$	4,376,996
Death	$	—	$	—	$	29,238	$	29,238
Disability	$	—	$	—	$	—	$	—
Travis T. Thomas
Termination by Employee for Good Reason, or by Company without Cause	$	320,000	$	945,942	$	29,238	$	1,295,180
Termination for Cause/Resignation without Good Reason	$	—	$	—	$	—	$	—
Change in Control	$	—	$	—	$	—	$	—
Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	$	480,000	$	945,942	$	29,238	$	1,455,180
Death	$	—	$	—	$	29,238	$	29,238
Disability	$	—	$	—	$	—	$	—
Stephen D. Brooks
Termination by Employee for Good Reason, or by Company without Cause	$	320,000	$	986,942	$	20,408	$	1,327,350
Termination for Cause/Resignation without Good Reason	$	—	$	—	$	—	$	—
Change in Control	$	—	$	—	$	—	$	—
Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	$	480,000	$	986,942	$	20,408	$	1,487,350
Death	$	—	$	—	$	20,408	$	20,408
Disability	$	—	$	—	$	—	$	—


Median Employee total annual compensation			$147,011
Total Compensation of Chief Executive Officer – Paul D. McKinney			$3,718,393
Ratio of CEO to Median Employee compensation			25 to 1


													VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
FISCAL YEAR	SUMMARY COMPEN-SATION TABLE TOTAL FOR PEO (1)		COMPEN-SATION ACTUALLY PAID TO PEO (1)(2)		SUMMARY COMPEN-SATION TABLE TOTAL FOR PEO 2 (1)(3)		COMPEN-SATION ACTUALLY PAID TO PEO 2 (1)(3)		AVERAGE SUMMARY COMPEN-SATION TABLE TOTAL FOR NON-PEO NEOS (4)(5)-		AVERAGE COMPEN-SATION ACTUALLY PAID TO NON-PEO NEOS (4)(5)		TOTAL SHAREHOLDER RETURN (6)		PEER GROUP TOTAL SHAREHOLDER RETURN (6)		NET INCOME (7)		CROCE (%) (8)
(a)	(b)		(c)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2022	$	3,718,393	$	3,338,719	$	—	$	—	$	1,260,339	$	1,183,797	$	93.18	$	154.88	$	138,635,025	20.7	%
2021	$	3,493,117	$	3,586,781	$	—	$	—	$	934,244	$	1,158,645	$	86.36	$	106.29	$	3,322,892	11.6	%
2020	$	493,000	$	486,970	$	293,333	$	(76,417)	$	280,255	$	98,100	$	25.00	$	63.42	$	(253,411,828)	9.3	%


	PEO 1 (MR. McKINNEY)
FISCAL YEAR	2020		2021		2022
Summary Compensation Table Total	$	493,000	$	3,493,117	$	3,718,393
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	(204,000)		$	(2,464,517)	(2,369,893)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	197,970		2,002,151		1,883,871
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	—		324,020		(14,258)
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	—		—		—
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	—		232,010		120,606
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	—		—		—
Compensation Actually Paid	$	486,970	$	3,586,781	$	3,338,719


	PEO 2 (MR. HOFFMAN)
FISCAL YEAR	2020
Summary Compensation Table Total	$	293,333
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	—
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	—
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	—
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	—
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	(355,073)
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	(14,677)
Compensation Actually Paid	$	(76,417)


YEAR			NON-PEO NEOs
2022			Travis T. Thomas, Marinos C. Baghdati, Stephen D. Brooks and Alexander Dyes
2021			Travis T. Thomas, Marinos C. Baghdati, Stephen D. Brooks, Alexander Dyes and William D. Broaddrick
2020			William D. Broaddrick, Stephen D. Brooks, David A. Fowler and Daniel D. Wilson


TOTAL SHAREHOLDER RETURN (TSR)			NET BOE PRODUCTION (SALES)
NET INCOME			NET LIFTING COSTS
CASH RETURN ON CAPITAL EMPLOYED (CROCE)


COMPENSATION ELEMENT			ENDED AUGUST 31, 2022
Independent Director Base Fee			$70,000
NESG Chair Fee			$5,000
Audit Chair Fee			$10,000
Compensation Chair Fee			$5,000
Lead Independent Director Fee			$25,000
Stock Awards			Determined Annually


COMPENSATION ELEMENT			EFFECTIVE SEPTEMBER 1, 2022
Independent Director Base Fee			$75,000
NESG Chair Fee			$15,000
Audit Chair Fee			$20,000
Compensation Chair Fee			$15,000
Lead Independent Director Fee			$25,000
Stock Awards			Determined Annually


NAME	FEES EARNED OR PAID IN CASH ($)		EQUITY AWARDS ($) (1)		TOTAL ($)
Roy I. Ben-Dor	$	25,000	$	—	$	25,000
John A. Crum (2)	$	80,000	$	150,000	$	230,000
David S. Habachy (2)	$	25,000	$	113,013	$	138,013
Richard E. Harris (2)	$	71,667	$	150,000	$	221,667
Thomas L. Mitchell (2)	$	71,667	$	150,000	$	221,667
Anthony B. Petrelli (2)	$	96,667	$	150,000	$	246,667
Regina Roesener (2)	$	80,000	$	150,000	$	230,000
Clayton E. Woodrum (2)	$	85,000	$	150,000	$	235,000
(1) Amounts in this column represent the grant date fair value of restricted stock awards granted to the outside directors on February 9, 2022, calculated in accordance with FASB ASC Topic 718, excluding the estimated impact of forfeitures related to service-based vesting conditions, and do not represent the actual value that may be realized by directors upon vesting or settlement of the awards. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the restricted stock awards, please see Note 13 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. (2) The aggregate number of stock options and unvested restricted stock awards as of December 31, 2022 are as follows:


NAME	OUTSTANDING STOCK OPTIONS	UNVESTED RSU AWARDS
Roy I. Ben-Dor	—	—
John A. Crum	—	97,096
David S. Habachy	—	37,797
Richard E. Harris	—	97,096
Thomas L. Mitchell	—	97,096
Anthony B. Petrelli	50,000	97,096
Regina Roesener	—	97,096
Clayton E. Woodrum	85,000	97,096


	SHARES OF COMMON STOCK BENEFICIALLY OWNED
NAME OF BENEFICIAL OWNER	NUMBER	APPROXIMATE PERCENT(1)
Named Executive Officers and Directors
Paul D. McKinney (2)	459,160	*
Travis T. Thomas	110,986	*
Stephen D. Brooks	135,751	*
Marinos C. Baghdati	135,751	*
Alexander Dyes	159,070	*
Roy I. Ben-Dor	—	*
John A. Crum	194,193	*
David S. Habachy	37,797	*
Richard E. Harris	116,793	*
Thomas L. Mitchell	194,193	*
Anthony B. Petrelli (4)	450,393	*
Regina Roesener (5)	277,493	*
Clayton E. Woodrum (3)	328,241	*
All directors and executive officers as a group (13 persons) (6)	2,599,821	1%
5% or Greater Stockholders (other than directors and executive officers)
Stronghold Energy II Operating, LLC(7)	59,594,853	33%
William R. Kruse(8)	12,696,948	7%