EXHIBIT 4.8
RESTATED U.S. ENERGY CORP. 1996 STOCK AWARD PLAN
AND
AMENDMENT TO U.S. ENERGY CORP. 1990 STOCK BONUS PLAN
AUGUST 19, 1997
RESOLUTION
WHEREAS, the 14,158 common shares of U.S. Energy Corp. ("USE" or
the "Company") authorized by the shareholders for 1997 issuance under
the 1996 Stock Award Plan, have not been issued; and
WHEREAS, the intent of the Board in authorizing the 1996 Stock
Award Plan was to provide an incentive for such officers constituting
management personnel to remain with the Company and Crested Corp.; and
WHEREAS, the board of directors deem it in the best interests of
the Company to modify the Company's 1996 Stock Award Plan and to further
modify the 1990 Stock Bonus Plan as amended.
NOW, THEREFORE, BE IT RESOLVED, that the 1996 Stock Award Plan
("Plan"), as originally approved by the shareholders of USE at the
December 13, 1996 Annual Meeting, is hereby modified to (i) lower the
annual expense of the Company as reflected on its financial statements,
of issuing the shares, and (ii) provide an incentive for such management
personnel to remain with the Company and Crested Corp. until retirement;
that in connection therewith, the Plan is modified and restated as
follows:
RESTATED 1996 STOCK AWARD PLAN
1. 67,000 shares of Common Stock of the Company shall be available
each year, for an aggregate total of 402,000 shares being
available for issue in the name of certain officers of USE.
14,158 shares have already been approved for issue to five
officers of the Company for the grant year 1997 under the 1996
Stock Award Plan (the "Plan"), of which 8,452 shares have been
recorded on the books of the Company as of May 31, 1997. All
provisions of this Restated 1996 Stock Award Plan (the "Restated
Plan") shall apply to all of those 14,158 shares, as if approved
for original issue hereunder and that the Company's stock
transfer agent be instructed and directed to issue the 14,158
shares to the five officers pursuant to the Resolution approved
by the shareholders at the December 13, 1996 shareholders'
meeting and deliver the shares to the USE Treasurer.
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EXHIBIT 4.8
2. The number of shares to be awarded each year out of the 67,000
shares available each year (plus any unissued shares from prior
grant years) shall be determined by the Compensation Committee of
the board of directors of the Company, based upon (i) the
earnings per share of Common Stock for the prior fiscal year (the
first fiscal year to be considered shall be the year ended May
31, 1996, with respect to the first grant year, 1997); and (ii)
other factors bearing on the prior fiscal year's goals and the
achievement of such goals.
3. The total number of shares to be issued shall be allocated among
the officers based on the following percentages:
OFFICER PERCENTAGE
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%
4. The shares shall be issued in the name of the officer, but the
shares and the certificates therefor shall be held in trust by
the Treasurer of the Company. Such shares shall be deemed
outstanding and entitled to vote, however, all voting rights
shall be held and exercised by non-employee directors of the
Company in their sole discretion. All dividends on the shares,
whether in stock, cash or distributions from subsidiary
corporation stock, shall be held in trust by the Treasurer for
the benefit of the officer entitled to such dividends.
5. Shares issued in the name of the officer shall not become
available to or come under the control of the officer in whose
name the shares were issued until termination of employment of
the officer by retirement from the uranium production business,
death or disability. Upon termination of employment, the shares
and certificates shall be released to the officer, subject to the
6 month period (or portion thereof) hold provision which may be
applicable pursuant to paragraph 11 of this Resolution.
6. In the event of an officer terminating his employment prior to
his retirement from the uranium production business (no sooner
than age 55), death or disability, all unallocated shares issued
in his name shall be forfeited to the U.S. Energy Corp. treasury.
The Board of Directors of USE and Crested Corp. can override this
provision if they so deem appropriate.
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EXHIBIT 4.8
7. For financial reporting purposes (i) the cost of the stock will
be split with Crested Corp.; (ii) the cost will be amortized on
the books of the Company at 20% per year, and (iii) upon
termination of the officer's employment, the Company will report
the release of the shares (in the fiscal year of termination) on
the Company's books as an expense for the Company in an amount
equal to the closing price of the shares reported on NASDAQ or
such successor market on the termination date less the original
cost booked at time of issuance. No deduction for tax purposes
will be taken until such time as the shares are released and
delivered to the officer or his heirs or estate.
8. In the event there is a change in control of the Company as the
result of a hostile takeover or the Company being acquired by
another entity, and as a further result, the officer's employment
is terminated within 3 years of the change in control, then the
number of shares which have been held in trust in the name of the
officer under this Restated Plan shall be automatically doubled
without further action of the Company and released to such
officer.
9. A registration statement on Form S-8 shall be filed with the
Securities and Exchange Commission for this Restated Plan, to
permit the issuance of shares hereunder as unrestricted except
for such restrictions as may apply because of the affiliation of
the recipients with the Company. This Restated Plan shall be
filed as an exhibit to the Form S-8, and the Company shall not be
required to file a "reoffer prospectus" for resale of any shares
issued under this Restated Plan to any officer of the Company,
until after his retirement, death or disability.
10. For purposes of the reporting obligations of the officers under
Section 16(a) of the Securities Exchange Act of 1934, and the
liability provisions of Section 16(b) of the Act, the receipt by
an officer of shares pursuant to this Restated Plan shall be
reported on Form 4 filed with the SEC by the officer (i) as the
acquisition of securities in the name of the officer (not the
Treasurer); (ii) on Table I of Form 4 (with the price subcolumn
in Column 4 blank); (iii) in Column 6 of Form 4 as directly owned
by the officer, using Transaction Code A pursuant to SEC Rule
16b-3(d); and (iv) all the shares issued shall be reported on the
Form 4, disregarding the vesting provisions for reporting
purposes (however, the vesting mechanism shall be noted by
footnote on the Form 4).
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EXHIBIT4.8
11. In order to preserve the exemption from the liability provisions
of Section 16(b) provided by SEC Rule 16b-3(d)(3), under no
circumstances shall any officer dispose of any shares which have
been acquired under this Restated Plan until at least 6 months
after the date of acquisition of the shares (which shall be the
date of award in any grant year). The board of directors
recognizes that generally such 6 month hold provision will not be
applicable, due to the provisions of paragraph 5 of this
Resolution.
RESTATED 1990 STOCK BONUS PLAN
FURTHER RESOLVED, that the Company's 1990 Stock Bonus Plan as
amended, shall be modified by adding the following provisions:
1. None of the shares issued above shall become available to or come
under the control of the officer in whose name the certificates
were issued until termination of employment of the officer by
retirement from the uranium production business, death or
disability. Upon termination of employment, the shares and
certificates shall be released to the officer, subject to the 6
month period (or portion thereof) hold provision which may be
applicable pursuant to the following provision.
(a) In order to preserve the exemption from the liability
provisions of Section 16(b) provided by SEC Rule
16b-3(d)(3), under no circumstances shall any officer
dispose of any shares which have been acquired under this
Restated 1990 Stock Bonus Plan until at least 6 months
after the date of acquisition of the shares (which shall
be the date of award in any grant year).
2. All other provisions of the 1990 Stock Bonus Plan remain and are
in full force and effect.
BE IT FURTHER RESOLVED, that the modifications to the 1996 Stock
Award Plan and the 1990 Stock Bonus Plan shall as required by the
Company's SEC Counsel, be submitted to the Company's shareholders at the
1998 Annual Meeting of Shareholders.
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