EXHIBIT 4.7
U.S. ENERGY CORP.
1996 STOCK AWARD PROGRAM
DECEMBER 13, 1996
U.S. Energy Corp. ("USE"), a Wyoming corporation with executive
offices at 877 North 8th West, Riverton, Wyoming 82501, adopts this 1996
Stock Award Plan effective as of December 13, 1996.
WHEREAS, the Board of Directors of USE agreed to provide an
annual incentive compensation in the form of its common stock to certain
officers of USE and such compensation arrangement was approved by the
shareholders of USE at its 1996 Annual Meeting on December 13, 1996.
NOW THEREFORE, U.S. Energy Corp. adopts the following 1996 Stock
Award Program:
1. An aggregate of 67,000 shares per year for the years 1997
through 2002 is available to be issued to certain officers of USE
provided USE is profitable and the officer is employed by USE on the
date of the grant.
2. If fewer than 67,000 shares is issued during in any year the
unissued balance of the 67,000 share maximum will be available for issue
in subsequent years.
3. The number of shares to be awarded each year out of such
67,000 shares aggregate limit will be determined by the Compensation
Committee of the USE Board of Directors, and will be based on the USE's
earnings per share of Common Stock for the prior fiscal year. Other
factors bearing on the prior year's profitability may be taken into
consideration by the USE Compensation Committee in determining the
number of shares to be issued.
4. The actual number of shares recommended by the Compensation
Committee to be awarded to the officers will be submitted for approval
by the USE shareholders at the USE Annual Meeting held subsequent to the
end of the fiscal year.
5. The total number of shares issued will be divided among the
officers based on the following percentages:
John L. Larsen 29.85%
Daniel P. Svilar 22.39%
Max T. Evans 17.91%
Harold F. Herron 14.93%
R. Scott Lorimer 14.93%
EXHIBIT 4.7
U.S. Energy Corp.
1996 Stock Award Program
December 13, 1996
Page 2
6. Such shares shall be issued annually on or before January 15
of each applicable year as long as each officer is employed by USE.
However, the Board of Directors reserves the right to defer
authorization to issue the shares at a later date during the same
calendar year. One half of said compensation shall be paid by USE's
subsidiary Crested Corp.
7. Such shares shall be registered under the Securities and
Exchange Act of 1933, as amended, under a Form S-8 registration
statement.
/s/ Max T. Evans
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MAX T. EVANS, Secretary