EXHIBIT 4.4
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT effective as of the 1st day of January,
1996 between U.S. Energy Corp., a Wyoming corporation (the
"Corporation"), and KEY NAME~ (the "Optionee").
In accordance with its 1989 Stock Option Plan (the "Plan") as
amended, a copy of which is attached hereto and incorporated herein
by reference, the Corporation desires, in connection with the
services of the Optionee, to provide the Optionee with an
opportunity to acquire $.01 par value common stock (the "Common
Stock") of the Corporation on favorable terms and thereby increase
the Optionee's proprietary interest in the continued progress and
success of the business of the Corporation.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein set forth and other good and valuable
consideration, the Corporation and the Optionee agree as follows:
1. Confirmation of Grant of Option. Pursuant to a
recommendation of the Compensation Committee of the Board of
Directors of the Corporation (the "Board") made on December 22,
1995 and confirmed by the Board of Directors on that date, the
Corporation, subject to the terms of the Plan and of this
Agreement, confirms that the Optionee has been irrevocably granted
on January 1, 1996 (the "Date of Grant"), as a matter of separate
inducement and agreement, and in addition to and not in lieu of
salary or other compensation for services, a Non-Qualified Stock
Option pursuant to Section 7 of the Plan (the "Option") to purchase
an aggregate of KEY # OF SHARES~ Non-Qualified shares of Common
Stock on the terms and conditions herein set forth subject to
adjustment as provided in Section 8 hereof.
2. Purchase Price. The purchase price of shares of Common
Stock covered by the Option will be $4.00 per share based on the
bid price of such shares remaining above $8.00 for 20 consecutive
business days (the "Option Price"). The Option Price shall be
subject to adjustment as provided in Section 8 hereof.
Key Name~
Stock Option Agreement
January 1, 1996
Page
3. Exercise of Option. Except as otherwise provided in
Section 8 of the Plan, the Option may be exercised in amounts not
to exceed 20% of the number of option shares during each calendar
year for the term of the Option, provided, however, no Option shall
be exercisable after the expiration of the term thereof, and no
Option shall be exercisable unless the holder is an employee of the
Corporation or of any subsidiary of the Corporation on the date of
exercise, except as provided in Sections 6 and 7 hereof and Section
8(f) of the Plan. The Option may be exercised only as to whole
shares in increments of 100 shares. The 20% annual limitation
shall not be increased because of failure to exercise the full 20%
which may have been available in prior years.
The Option may be exercised, as provided in this Section 3, by
notice and payment to the Corporation as provided in Section 10
hereof and Section 8(d) of the Plan.
4. Term of Option. The term of the Option will be through
January 1, 1996 through December 31, 2000, subject to earlier
termination or cancellation as provided in this Agreement. Except
as otherwise provided in Sections 6 and 7 hereof, the Option will
not be exercisable unless the Optionee shall, at the time of
exercise, be an employee of the Corporation or of a subsidiary. As
used in this Agreement, the term "subsidiary" refers to and
includes each "subsidiary corporation" as defined in the Plan.
The holder of the Option will not have any rights to dividends
or any other rights of a shareholder with respect to any shares of
Common Stock subject to the Option until such shares shall have
been issued to him (as evidenced by the appropriate transfer agent
of the Corporation) upon purchase of such shares through exercise
of the Option.
5. Nontransferability of Option. The Option may not be
assigned, transferred (except as provided in the next preceding
sentence) or otherwise disposed of, or pledged or hypothecated in
any way (whether by operation of law or otherwise) otherwise than
by will or the laws of descent and distribution, and shall not be
subject to execution, attachment, or other process. Any
assignment, transfer, pledge, hypothecation or other disposition of
the Option or any attempt to make any such levy of execution,
attachment or other process will cause the Option to terminate
immediately upon the happening of any such event, provided,
however, that any such termination of the Option under the
foregoing provisions of this Section 5 will not prejudice any
rights or remedies which the corporation or any subsidiary may have
under this Agreement or otherwise.
6. Exercise Upon Termination. The Optionee's rights to
exercise this Option upon termination of employment shall be as set
forth in Section 8(f) of the Plan.
Key Name~
Stock Option Agreement
January 1, 1996
Page
7. Death, Disability or Retirement of Optionee. The
Optionee's rights to exercise this Option upon the death,
disability or retirement of the Optionee shall be as set forth in
Section 8(g) of the Plan.
8. Adjustments. The Option shall be subject to adjustment
upon the occurrence of certain events as set forth in Section 8(i)
of the Plan.
9. Registration. The Optionee understands that the Option
and the shares of Common Stock subject thereto and issuable upon
the exercise thereof are registered under Form S-8 (SEC File No.
33-74154) under the Securities Act of 1933, as amended. The
Optionee understands that it is his responsibility to confirm that
the registration is current and effective at the time of exercise
of his Options and sale of shares acquired thereunder.
10. Notices. Each notice relating to this Agreement will
be in writing and delivered in person or by certified mail to the
proper address. All notices to the Corporation shall be addressed
to it at its office at Glen L. Larsen Building, 877 North 8th West,
Riverton, Wyoming 82501. All notices to the Optionee or other
person or persons then entitled to exercise the Option shall be
addressed to the Optionee nor such other person or Persons at the
Optionee's address below specified. Anyone to whom a notice maybe
given under this Agreement may designate a new address by notice to
that effect.
11. Approval of Counsel. The exercise of the Option and
the issuance and delivery of shares of Common Stock pursuant
thereto shall be subject to approval by the Corporation's counsel
of all legal matters in connection therewith, including compliance
with the requirements of the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, applicable state
securities laws, the rules and regulations thereunder, and the
requirements of any stock exchange upon which the Common Stock may
then be listed.
12. Benefits of Agreement. This Agreement will inure to
the benefit of and be binding upon each successor and assign of the
Company. All obligations imposed upon the Optionee and all rights
granted to the Corporation under this Agreement will be binding
upon the Optionee's heirs, legal representatives and successors.
13. Governmental and Other Regulations. The exercise of
the Option and the Corporation's obligation to sell and deliver
shares upon the exercise of rights to purchase shares is subject to
all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency which
may, in the opinion of counsel for the Corporation, be required.
14. Incorporation of the Plan. The Plan, as amended, is
attached hereto and incorporated herein by reference. In the event
that any provision in this Agreement conflicts with a provision in
the Plan, the Plan shall govern.
Key Name~
Stock Option Agreement
January 1, 1996
Page
IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be executed in its name by its President or a Vice President and
its corporate seal to be hereunto affixed and attested by its
Secretary or its Assistant Secretary and the Optionee has hereunto
set his hand and seal all as of the date first above written.
U.S. ENERGY CORP.
(Seal)
By: s/ John L. Larsen
----------------------------
JOHN L. LARSEN, President
ATTEST:
s/ Max T. Evans
- --------------------------
MAX T. EVANS, Secretary
The undersigned Optionee understands the terms of this Option
Agreement and the attached Plan and hereby agrees to comply
therewith.
Date , 19
(Address of Optionee)
Schedule of Employees Receiving Stock Options pursuant to the above
Stock Option Agreement
Michael E. Sweeney 70,000
Richard P. Larsen 50,000
Mark J. Larsen 50,000
Keith G. Larsen 50,000
M. Shane Larsen 50,000
George F. Smith 60,000
Kenneth Webber 30,000
Thomas M. Evans 25,000