Exhibit 14.2 – Whistleblower Protection Policy
LUCAS ENERGY, INC.
WHISTLEBLOWER PROTECTION POLICY
I. INTRODUCTION
Lucas Energy, Inc. (the “Company”) is committed to providing a workplace that is conducive to
open discussion of its business practices. It is Company policy to comply with all applicable laws,
including laws that protect employees against unlawful discrimination or retaliation by their employer
as a result of their lawfully reporting of information regarding, or their participating in, investigations
involving alleged corporate fraud or other alleged violations of federal or state laws by the Company, its
officers and directors, or other Persons.
To promote compliance with all applicable laws, rules and regulations, the Board of Directors
adopted its Code of Ethics (the “Code”) that reiterates the standards of conduct and ethical behavior
that the Company expects of its directors, officers, employees, contractors, consultants and agents
(collectively, “Persons” and individually, a “Person”). The Boa rd of Directors has adopted this
Whistleblower Protection Policy (the “Policy”) to emphasis its commitment to compliance with the
highest ethical standards, and to adhere with rules and regulations promulgated pursuant to the
SarbanesOxley Act of 2002
II. WHISTLEBLOWER PROTECTION POLICY
Federal laws prohibit retaliatory action by public companies against their employees who take
certain lawful actions when they suspect wrongdoing on the part of their employer. In furtherance of
the Company’s obligations under federal law, neither the Company nor any of its directors, officers,
employees, contractors, consultants or agents, may discharge, demote, suspend, threaten, harass, or in
any other manner discriminate against an employee because of any lawful act done by the employee
to:
a) Provide information to or otherwise assist in an investigation by a federal regulatory or law
enforcement agency, any member of Congress or committee of Congress, or any person with
supervisory authority over the employee (or such other person working for the Company who
has the authority to investigate, discover or terminate an employee), where such information or
investigation relates to any conduct that the employee reasonably believes constitutes a
violation of federal mail fraud, wire fraud, bank fraud or securities fraud laws, any SEC rule or
regulation, or any other federal law relating to fraud against shareholders; or
b) File, testify, participate in, or otherwise assist in a proceeding relating to alleged violations of
any of the federal fraud or securities laws described in (a) above.
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III. COMPLIANCE PROCEDURES
A. Monitoring Compliance and Disciplinary Action
The Company’s management, under the supervision of its Board of Directors or a committee
thereof, or, in the case of accounting, internal accounting controls or auditing matters, the Audit
Committee, shall take reasonable steps from time to time to; (i) monitor compliance with the
Company’s adopted Code of Ethics, including the establishment of monitoring systems that are
reasonably designed to investigate and detect conduct in violation of the Code; and (ii) when
appropriate, impose and enforce appropriate disciplinary measures for violations of the Code.
Disciplinary measures for violations of the Code may include, but are not limited to, oral or
written reprimands, warnings, counseling, probation or suspension with or without pay, demotions,
reduction in salary, restitution, and termination of employment or service to the Company.
Management of the Company shall periodically report to the Board of Directors or a committee
thereof on these compliance efforts including, without limitation, periodic reporting of alleged
violations of the Code of Ethics and the actions taken with respect to any such violation.
B. Reporting Illegal or Unethical Behavior
Persons are required to act proactively by asking questions, seeking guidance and reporting
suspected violations of the Code and other policies and procedures of the Company, as well as any
violation or suspected violation of applicable law, rule or regulation arising in the conduct of the
Company’s business or occurring on the Company’s property. If any Person believes that actions have
taken place, may be taking place, or may be about to take place that violate or would violate the Code
of Ethics, he or she is obligated to bring the matter to the attention of the Company.
The best starting point for a Person seeking advice on ethicsrelated issues or reporting
potential violations of the Code will usually be his or her immediate supervisor. However, if the
conduct in question involves his or her supervisor, if the Person has reported the conduct in question to
his or her supervisor and does not believe that he or she has dealt with it properly, or if the Person does
not feel that he or she can discuss the matter with his or her immediate supervisor, the Person should
raise the matter, confidentially, to the Board of Directors.
C. Submitting Concerns About Accounting, Internal Controls or Auditing Matters
The Company is committed to achieving compliance with all applicable laws and regulations,
including those relating to accounting standards and audit practices. The Company’s Audit Committee
is responsible for overseeing treatment of complaints regarding these matters. In order to facilitate the
reporting of suspected accounting and audit related violations by Persons, the Audit Committee has
established the following procedures for the confidential and/or anonymous submission of concerns
regarding questionable accounting and auditing matters.
If a Person is not sure if th e matter he or she is concerned about relates to accounting or
auditing matters, the Person should ask his or her immediate supervisor, or contact the Board of
Directors and report such concerns in writing to the Audit Committee at the following address:
Lucas Energy, Inc.
Attn: Board of Directors – Audit Committee
6800 West Loop South, Suite 415
Bellaire, Texas 77401
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Any information submitted by a Person will be treated in a confidential manner, except to the
extent necessary: (i) to conduct a complete and fair investigation; or (ii) for review of Company
operations by the Company’s Board of Directors, its Audit Committee or the Company’s independent
public accountants and the Company’s counsel. However, if a Person wishes to remain anonymous, it is
not necessary for the Person to give his or her name or position in any notification. Whether a Person
identifies himself or herself or not, and in order that a proper investigation can be conducted, please
give as much information as you can, sufficient to do a proper investigation, including where and when
the incident occurred, names and titles of the individuals involved and as much other detail as you can
provide.
D. Policy Against Retaliation
The Company will not permit any negative or adverse actions to be taken against any Persons
who in good faith report a possible violation of the Code of Ethics, including any concerns regarding
questionable accounting or auditing matters, even if the report is mistaken, or against any Person who
assists in the investigation of a reported violation. Any act of alleged retaliation should be reported
immediately and will be promptly investigated.
Retaliation in any form will not be tolerated by the Company. Disciplinary measures for any
acts of retaliation may include, but are not limited to, oral or written reprimands, warnings, counseling,
probation or suspension with or without pay, demotions, reduction in salary, restitution and
termination of employment or service with the Company.
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