EXHIBIT 4.5
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT made as of this _________ day of January, 2001,
between U.S. Energy Corp., a Wyoming corporation (the "Corporation") and
______________________.
In accordance with its 1998 Stock Option Plan (the "Plan") as now or
hereafter 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 pare 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 determination of the
Directors of the Corporation (the "Board") on January 10, 2001, (the "Date of
the Grant") the Corporation, subject to the terms of the Plan and of this
Agreement, confirms that the Optionee has been irrevocably granted, as a matter
of separate inducement and agreement, and in addition to and not in lieu of
salary or other compensation for services, a Qualified Stock Option pursuant to
Section 6 of the Plan (the "Qualified Option") to purchase an aggregate of
_______________ shares of Common Stock, and a Non-Qualified Stock Option
pursuant to Section 7 of the Plan (the "Non-Qualified Option") to purchase an
aggregate of _______________ shares of Common Stock, both 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 Qualified Option will be $2.40 per share (the "Qualified Option Price")
subject to adjustment as provided in Section 8 hereof. The purchase price of
shares of Common Stock covered by the Non-Qualified Option will be $2.40 per
share (the "Non-Qualified Option Price") subject to adjustment as provided in
Section 8 hereof.
3. Exercise of Option. Except as otherwise provided in Section 8 of the
Plan, the Option may be exercised in whole or part at any time during 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 shall at the time of exercise have been an employee or director of or a
consultant to the corporation or of any subsidiary of the Corporation for a
period of at least three months. The Option may be exercised only as to whole
shares in increments of 100 shares.
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.
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4. Term of Option. The term of the Option will be through January 9, 2011,
subject to earlier termination or cancellation as provided in this Agreement.
Except as otherwise provided in Section 7 hereof, the Option will not be
exercisable unless the Optionee shall, at the time of exercise, be an employee
or director of or consultant to 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 the Optionee (as
evidenced by the appropriate actions by the transfer agent for the Corporation)
upon purchase 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 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 or cessation as a director or consultant are set
forth in Section 8(f) of the Plan.
7. Death, Disability or Retirement of Optionee. The Optionee's rights to
exercise this Option upon the death, disability or retirement of the Optionee
are set forth in Section 8(g) of the Plan.
8. Adjustments. The Option is subject to adjustment upon the occurrence of
certain events as set forth in Section 8(i) of the Plan.
9. No Registration. The Optionee understands that neither the Option nor
the shares of Common Stock subject thereto and issuable upon the exercise
thereof are registered under the Securities Act of 1933, as amended. The
Optionee represents that the Option is being acquired by him and that such
shares of Common Stock will be acquired by him for investment and all
certificates for the shares issued upon exercise of the Option will bear the
following legend:
The shares represented by this Certificate have not been
registered under the Securities Act of 1933 (the "Act"), and
are "restricted securities" as that term is defined in Rule
144 under
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the Act. The shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective
registration statement under the Act, the availability of
which is to be established to the satisfaction of the
Company.
10. Notices. Each notice relating to this Agreement will be in writing and
delivered in person or by first class mail to the proper address. All notices to
the Corporation shall be addressed to it at its office at Xxxx X. Xxxxxx
Building, 000 Xxxxx 0xx Xxxx, Xxxxxxxx, XX 00000. All notices to the Optionee or
other person or persons then entitled to exercise the Option shall be addressed
to the Optionee or such other person or persons at the Optionee's address below
specified. Anyone to whom a notice may be 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 Corporations' 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 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.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by its President or a Vice President and it 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/ Xxxxx X. Xxxxxx
-------------------------------
XXXXX X. XXXXXX, President
ATTEST:
---------------------------------------
XXXXXX X. XXXXXX, Assistant Secretary
The undersigned Optionee understands the terms of this Option Agreement and
the attached Plan and hereby agrees to comply therewith.
Date , 2001
-----------------------------------------
-----------------------------------------
(Address of Optionee)
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SCHEDULE OF STOCK OPTIONS
GRANTED ON JANUARY 10, 2001
Option Type
---------------------------------
Name Qualified Nonqualified
---- --------- ------------
Xxxxx X. Xxxxx 10,000
Xxxxxx X. Xxxxxx 41,667 80,233
Xxxxx X. Xxxxxx 41,667 8,333
Xxx X. Xxxxxxxx 10,000
Xxxx Xxxxx 25,000
Xxxxxx X. Xxxxx 39,400
H. Xxxxxxx Xxxxxx 10,000
Xxxxxx X. Xxxxxx 41,667 55,233
Xxxx X. Xxxxxx 41,667 142,733
Xxxxx X. Xxxxxx 41,667 267,733
Xxxx X. Xxxxxx 41,667 80,233
Xxxx Xxxxxx 10,000
Xxxxx X. Xxxxxxxxxxx 41,667 30,233
Xxxxxxx X. XxxXxxxx 10,000
Xxxxxxx X. Xxxxxx 41,667 55,233
Xxxxxx X. Xxxxxxxx 41,667 8,333
Xxxxxx Xxxxx Xxxxxxx 41,667 80,233
Xxxxx X. Kindle 41,667 80,233
Xxxxxxx X. XxXxxx 37,500
------- -----------
Total 580,237 918,763
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