EXHIBIT 10.3
XX XXXXXXX
AND Investment Research
COMPANY and Financial Communications
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Crested Butte - New York - Austin
CONTRACT
Customer: U.S. Energy Corp.
Date: April 11, 2001
Term of Contract: Two Years
Contract Begins: April 11, 2001
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The undersigned, acting on behalf of U.S. ENERGY CORP. ("the customer"), hereby
contracts with X.X. Xxxxxxx & Company, Inc., for a period of not less than two
years, for the provision of consulting services to include the following:
(1) The preparation of at least two "Research Profile" reports duing each next
twelve-month period of the contract;
(2) Distribution of such reports to the brokerage community, money-managers,
mutual funds, and individual investors, upon request, or as instructed by the
ustomer, along with exposure of such reports on the on the X.X. Xxxxxxx &
Company, Inc. website (xxx.xxxxxxxxx.xxx);
(3) Distribution of news releases and other company communiques to the brokerage
community, instituional and individual investors, and researcgh analysts
throughout the U.S., Europe, and Canada;
A cash retainer fee for these services will be payable at the rate of $2,000 per
month, in advance. In addition to such monthly retainer, the customer will be
invoiced for reimbursement of expenses directly incurred in the provision of
these services on a monthly basis. Such expenses will primarily involve
publishing, printing and postage costs related to the distribution of "Research
Profile" reports; telephone calls placed on the customer's behalf; and travel
expenses required to visit the customer and/or for trips to visit brokerage
firms/investor groups/insitutions on behalf of the customer (such trip expenses
are pro-rated among several customers). Documentation of these expenses, which
should not exceed $500 per month unless pre-approved by the customer, will be
provided on each monthly invoice, and the customer agrees to reimburse X.X.
Xxxxxxx & Company, Inc. for such expenses within 30 days following receipt of
such invoices.
P. O. Box 1230 * Xxxxxxx Xxxxx, XX 00000
(000) 000-0000 ** Fax (000) 000-0000
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In addition to the cash compensation outlined above, R. Xxxxx Xxxxxxx (as an
individual) will be granted a fully- vested 5-year option to purchase 20,000
shares of U.S. Energy Corp. common stock, with the exercise price of such option
equivalent to the closing market price of USEG shares as of April 11, 2001, or
$3.98 per share. Customer hereby agrees to register the shares underlying this
option within 24 months of the "start date" of this contract.
This contract may be cancelled by either party to the contract upon 60 days'
written notice.
In the even of dispute, the prevailing party will be entitled to recover its
costs, including reasable attorney's fees.
The parties acknowledge that this contract is entered into in the state of
Wyoming and that any litigation arising from this contract must be adjudicated
in Wyoming courts in accordance with Wyoming law.
This contract cannot be assigned without the agreement of both parties.
Signed:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President
U.S. ENERGY CORP.
/s/ R. Xxxxx Xxxxxxx
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R. Xxxxx Xxxxxxx CFA
President
X. X. Xxxxxxx & Company, Inc.
Date: 4/11/01
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Note: Please retain one original of this contract for your records, and return
on original copy to X.X. Xxxxxxx & Company, Inc.
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U. S. ENERGY CORP.
STOCK OPTION AGREEMENT
This stock option agreement is made in Riverton, WY this 11th day of April, 2001
by and between U.S. ENERGY CORP. (herein referred to as the "Company") and R.
XXXXX XXXXXXX (hereinafter referred to as the "Optionee").
1. The Company hereby grants to the Optionee a five year option to purchase an
aggregate of 20,000 shares of the common stock of the Company, $0.01 par
value (hereinafter referred to as the "Shares") at an option price of $3.98
per share. The Option shall be available for exercise immediately.
2. This option, to the extent not exercised, shall expire on April 10, 2006,
or earlier upon the death of the Optionee.
3. The Optionee may exercise this option at any time, or from time to time, as
to all or any part of the Shares by giving written notice to the Company,
at its principal office, specifying the number of Shares to which the
exercise shall apply, and accompanied by payment of the full purchase price
for the Shares being purchased. Optionee shall also execute an investment
representation statement in a form approved by the board of directors of
the company prior to issuance of share certificates. Upon compliance with
the terms of this Agreement, certificate(s) representing the Shares
purchased shall be issued as soon as practicable after notice of exercise
is given to the Company.
4. This option is not transferable by the Optionee and is exercisable only by
him.
5. In the event of Optionee's death prior to the complete exercise of the
option, any remaining portion of the option may be exercised in whole or in
part after the date of the Optionee's death, but only by the Optionee's
estate or by or on behalf of the person(s) to whom the Optionee's rights
pass under his will or the laws of descent and distribution. To the extent
not exercised, the option shall terminate sixty (60) days after Optionee's
death.
6. The Optionee hereby represents that the option granted hereunder and the
Shares purchased by him pursuant to the exercise of all or any part of the
option are and will be acquired by him for investment and not with a view
to the distribution thereof. The option is granted by the Company in
reliance upon this representation. Upon the exercise of the option,
Optionee shall not thereafter transfer, encumber or dispose of the Shares
so purchased unless: (a) an effective registration statement covering such
Shares is filed pursuant to the Securities Act of 1933, as amended, and
applicable state law; or (b) an opinion letter of the Optionee's counsel is
obtained, satisfactory to the Company and its counsel, that such transfer
is not in violation of any applicable federal or state securities laws or
regulations.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer and to be sealed with its corporate seal,
attested by its secretary, and Optionee has executed this Agreement with the
intent to be legally bound as of the date written below.
U. S. ENERGY CORP.
Attest: /s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxx X. Xxxxx, Xxxxx X. Xxxxxx,
Secretary President
OPTIONEE:
Dated: As of 4/11/01 /s/ R. Xxxxx Xxxxxxx
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R. Xxxxx Xxxxxxx
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