REVISED AMENDMENT NO. 5
TO THE
SWIFT ENERGY COMPANY
2005 STOCK COMPENSATION PLAN
SWIFT ENERGY COMPANY, a Texas corporation (the “Company”), pursuant to the authority granted in Section 14 of the Swift Energy Company First Amended and Restated 2005 Stock Compensation Plan (the “Plan”), hereby amends the Plan, effective as of May 2, 2012, as follows:
W I T N E S S E T H:
WHEREAS, Section 6 of the Plan provides for the grant of Reload Options as described therein; and
WHEREAS, the Compensation Committee of the Board of Directors of the Company has approved amending the Plan to remove the availability of Reload Options under the Plan for (1) all stock options outstanding on or after May 1, 2012 and (2) any stock options granted on or after May 1, 2012
WHEREAS, this Revised Amendment No. 5 is intended to replace in its entirety Amendment No. 5 signed and effective on April 30, 2012:
NOW, THEREFORE, the Plan shall read as follows:
| 1. | The following language shall be added to the beginning of existing Section 6(h) of the Plan: |
“All Stock Option outstanding as of May 1, 2012 shall not be entitled to a Reload Option under this Section 6(h) or any related Plan provision. Further, commencing on May 1, 2012, any Stock Options granted on or after such date shall not be entitled to a Reload Option as provided for under this Section 6(h) or any related Plan provision."
| 2. | Except as amended hereby, the Plan shall remain in full effect. |
IN WITNESS WHEREOF, the Plan is amended effective as of the day and year first above written.
| SWIFT ENERGY COMPANY | ||
| By: | s/b Bruce H Vincent | |
Bruce H. Vincent President | ||