EXHIBIT 10.4


 


SM
ENERGY COMPANY


 


EMPLOYEE
STOCK PURCHASE PLAN


 


As
Amended and Restated as of July 30, 2010


 


ARTICLE I


ESTABLISHMENT
AND PURPOSE


 


1.1           Establishment.  SM Energy Company, a Delaware corporation
(the “Company”), has established this employee stock purchase plan for
employees of the Company or of a subsidiary of the Company, providing material
services to the Company, which shall be known as the SM ENERGY COMPANY EMPLOYEE
STOCK PURCHASE PLAN (the “Plan”).


 


1.2           Purpose.  The purpose of the Plan is to enhance
stockholder value by attracting, retaining and motivating employees of the
Company and of a subsidiary of the Company by providing them with a means to
acquire a proprietary interest in the Company’s success.


 


ARTICLE II


DEFINITIONS


 


2.1           Account.  “Account” shall mean the account maintained
by the Plan Administrator consisting of payroll deductions with respect to such
Participant as adjusted for amounts used to purchase Stock and distributions to
the Participant.


 


2.2           Base Pay.  “Base Pay” shall mean regular straight-time
earnings excluding payments for overtime, shift premium, bonuses and other
special payments, commissions and other incentive payments and as further
defined in Section 8.1.


 


2.3           Board.  “Board” shall mean the Board of Directors of
the Company.


 


2.4           Employee.  “Employee” means any person who is
customarily employed on a full-time or part-time basis by the Company or a
Subsidiary Corporation and is regularly scheduled to work more than 20 hours
per week.


 


2.5           Offering.  “Offering” shall mean a semi-annual offering
of the Company’s Stock as further described in Section 6.1.


 


2.6           Offering Commencement Date
and Offering Termination Date.  “Offering Commencement Date” and “Offering
Termination Date” are defined in Section 6.1.


 


2.7           Option.  “Option” shall mean a Participant’s right to
purchase Stock of the Company as of each Offering Termination Date for each
Offering with the accumulated payroll deductions in the Participant’s Account.


 


2.8           Participant.  “Participant” shall mean an Employee who
becomes a Participant by completing an authorization for payroll deduction
under Section 3.4.


 


2.9           Plan Administrator.  “Plan Administrator” shall mean the Vice
President — Human Resources or such other person as may be designated from time
to time by the Board of the Company.


 


2.10         Stock.  “Stock” shall mean shares of the Company’s
common stock subject to this Plan, except that the sale of any shares purchased
pursuant to this Plan shall be generally subject to the condition that such
shares have been held for a period of time prior to their sale or other
disposition as provided in Section 5.3.


 

















 


2.11         Subsidiary Corporation.  “Subsidiary Corporation” shall mean any
present or future corporation which (i) would be a “subsidiary corporation”
of SM Energy Company as that term is defined in Section 424 of the
Internal Revenue Code and (ii) is designated as a Participant in the Plan
by the Committee.


 


ARTICLE III


ELIGIBILITY
AND PARTICIPATION


 


3.1           Initial Eligibility.  Any Employee shall be eligible to participate
in Offerings under the Plan which commence on or after the first Offering
Commencement Date occurring after the Employee’s commencement of employment
with the Company or a Subsidiary Corporation.


 


3.2           Leave of Absence.  For purposes of participation in the Plan, a
person on leave of absence shall be deemed to be an Employee until his
employment with the Company otherwise terminates.


 


3.3           Restrictions on
Participation. 
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall be granted an Option


 


(a)           if, immediately after the
grant, such Employee would own Stock or hold outstanding Options to purchase
Stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company (for purposes of this paragraph, the rules of
Section 424(d) of the Internal Revenue Code shall apply in
determining stock ownership of any Employee),


 


(b)           which permits his rights to
purchase Stock under all employee stock purchase plans of the Company to accrue
at a rate which exceeds $25,000 in fair market value of the Stock (determined
at the time such option is granted) for each calendar year in which such Option
is outstanding, or


 


(c)           which permits an Employee to
purchase in excess of 2,500 shares in such Offering.


 


3.4           Commencement of
Participation.  An Employee
who meets the requirements of Section 3.1 may become a Participant by
completing an authorization for a payroll deduction on the form provided by the
Company and filing it with the Plan Administrator on or before the date set for
such purpose by the Plan Administrator, which date shall be prior to the
Offering Commencement Date for the Offering (as such terms are defined
below).  Payroll deductions for a
Participant shall commence on the applicable Offering Commencement Date when
his authorization for a payroll deduction becomes effective and shall end on
the Offering Termination Date of the Offering to which such authorization is
applicable unless sooner terminated by the Participant as provided in Article X.


 


ARTICLE IV


ADMINISTRATION


 


Administration.  The Board shall be responsible for
administering the Plan and appointing the Plan Administrator.


 


(a)           The Board is authorized to interpret the Plan; to
prescribe, amend, and rescind rules and regulations relating to the Plan;
to provide for conditions and assurances deemed necessary or advisable to
protect the interests of the Company with respect to the Plan; and to make all
other determinations necessary or advisable for the administration of the Plan.  Determinations, interpretations, or other
actions made or taken by the Board with respect to the Plan and Options granted
under the Plan shall be final and binding and conclusive for all purposes and
upon all persons.


 


(b)           At the discretion of the Board the Plan may be
administered by a Committee of two or more non-employee Directors appointed by
the Board (the “Committee”).  The
Committee shall have full power and authority, subject to the limitations of
the Plan and any limitations imposed by the Board, to construe, interpret and
administer the Plan and to make determinations which shall be final, conclusive
and binding upon all persons, including any persons having any interests in any
Options which may be granted under the Plan, or Stock purchased under the Plan.


 


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(c)           Where a Committee has been created by the Board
pursuant to this Article IV, references in the Plan to actions to be taken
by the Board shall be deemed to refer to the Committee as well, except where
limited by the Plan or by the Board.


 


(d)           No member of the Board or the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted under it.


 


ARTICLE V


STOCK
SUBJECT TO THE PLAN


 


5.1           Number.  The maximum number of shares of Stock which
shall be issued under the Plan, subject to adjustment upon changes in
capitalization of the Company as provided in Section 5.2, shall be an
aggregate of 2,000,000 shares, which number of shares reflects the 500,000
shares originally authorized under the Plan as adjusted pursuant to Section 5.2
to reflect the two shares-for-one share forward stock split effected in the
form of a stock dividend to stockholders of record on August 21, 2000 and
the two shares-for-one share forward stock split effected in the form of a
stock dividend to stockholders of record on March 21, 2005.  If the total number of shares of Stock for
which Options are exercised on any Offering Termination Date in accordance with
Article V exceeds the maximum number of shares of Stock remaining in the
Plan, the Company shall make a pro rata allocation of the shares available for
delivery and distribution in as nearly a uniform manner as shall be practicable
and as it shall determine to be equitable, and the balance of payroll
deductions credited to the Account of each Participant under the Plan shall be
returned to him as promptly as possible.


 


5.2           Adjustment in Capitalization.  In the event of any change in the outstanding
shares of Stock of the Company by reason of a stock dividend or split,
recapitalization, reclassification, or other similar capital change, the
aggregate number of shares of Stock set forth in Section 5.1 and the
number of shares of Stock set forth in Section 3.3(c) shall be
appropriately adjusted by the Board, whose determination shall be
conclusive.  In any such case, the number
and kind of shares of Stock that are subject to any Option and the Option price
per share shall be proportionately and appropriately adjusted without any
change in the aggregate Option price to be paid therefor upon exercise of the
Option.


 


5.3           Restricted Shares.  No shares of Stock issued under the Plan may
be disposed of by sale, pledge, or any other transfer for (i) with respect
to all Offerings under the Plan commencing on or after January 1, 2010, a
period of six months following the Offering Termination Date upon which such
shares are deemed to have been acquired pursuant to Section 9.1, and (ii) with
respect to Offerings under the Plan commencing prior to January 1, 2010
and on or after July 1, 2001, a period of eighteen months following the
Offering Termination Date upon which such shares are deemed to have been
acquired pursuant to Section 9.1, except that in any case such shares of
Stock may be sold at any time following the death of the Participant or upon
the disability of the Participant.  For
this purpose, a Participant shall be considered disabled if he or she is unable
to perform any substantial portion of the duties for which he or she is
employed by the Company for a period of 90 days.  The Company may require that an employee
furnish reasonable medical evidence establishing the disability of such
employee.  Notwithstanding the foregoing,
shares of Stock may be transferred, without consideration, pursuant to the laws
of descent and distribution and for customary estate planning purposes and such
shares of Stock shall, in the hands of the transferee, continue to be bound by
the restrictions set forth in this Section 5.3.


 


5.4           Legend.  The Company may take any steps to restrict
the sale of shares of Stock issued to a Participant under this Plan as it
determines, including, without limitation, affixing a legend restricting the
sale of the Stock on any certificate therefor.


 


ARTICLE VI


OFFERINGS


 


6.1           Semi-Annual Offerings.  The Plan will be implemented by semi-annual
offerings of the Company’s Stock (the “Offerings”) commencing on January 1
and July 1 of such year and terminating on June 30 and
December 31 of such year, respectively. 
The first Offering shall commence on January 1, 1998 and, unless
all 


 


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shares
of Stock in the Plan shall have been purchased prior thereto, the last Offering
shall commence on July 1, 2017.


 


As
used in the Plan, “Offering Commencement Date” means the January 1 or
July 1, as the case may be, on which the particular Offering begins and “Offering
Termination Date” means the June 30 or December 31, as the case may
be, on which the particular Offering terminates.


 


ARTICLE VII


PAYROLL
DEDUCTIONS


 


7.1           Amount of Deduction.  At the time a Participant files his
authorization for payroll deduction, deductions shall be made from his Base Pay
in accordance with such authorization on each payday which falls on or after
the Offering Commencement Date and on or before the Offering Termination Date
during the time he is a Participant at the rate of not less than 1% and not
more than 15% of his Base Pay during the Offering.  In the case of a part-time hourly Employee,
such Employee’s Base Pay during an Offering shall be determined by multiplying
such Employee’s hourly rate of Base Pay during the Offering by the number of
regularly scheduled hours of work for such Employee during such Offering.


 


7.2           Participant’s Account.  All payroll deductions made for a Participant
shall be credited to his Account under the Plan.  A Participant may not make any separate cash
payment into such Account.


 


7.3           Changes in Payroll
Deductions.  A
Participant may discontinue his participation in the Plan as provided in Article X
or on one occasion only during the Offering period may elect to decrease the
percentage of Base Pay of his contributions to his Account by filing with the
Plan Administrator a new payroll deduction authorization, but no other change
can be made during an Offering.


 


7.4           Leave of Absence.  If a Participant goes on a leave of absence,
such Participant shall have the right to elect either: (a) to withdraw the
balance in his or her Account pursuant to Section 9.2 or (b) to
remain a Participant in the Plan authorizing deductions to be made from
payments by the Company to the Participant during such leave of absence, if
any.


 


ARTICLE VIII


GRANTING
OF OPTION


 


8.1           Number of Option Shares.  On the Commencement Date of each Offering, a
Participant shall be deemed to have been granted an Option to purchase shares
of the Stock of the Company equal to (i) that percentage of the Employee’s
Base Pay which he has elected to have withheld (but not in any case less than
1% or more than 15%) multiplied by (ii) the Employee’s Base Pay during the
period of the Offering (iii) divided by the lesser of 85% of the market
value of Stock on the applicable Offering Commencement Date or 85% of the
market value of each share of Stock on the applicable Offering Termination
Date.  The market value of the Stock
shall be determined as provided in paragraphs (a) and (b) of Section 8.2
below.  An Employee’s Base Pay during the
six-month period of an Offering shall be determined by multiplying his normal
weekly Base Pay rate (as adjusted during the Offering period) by 26 or the
hourly rate by 1,040; provided that, in the case of a part-time hourly
Employee, the Employee’s Base Pay during the period of an Offering shall be
determined by multiplying such Employee’s hourly Base Pay rate by the number of
regularly scheduled hours of work for such Employee during such Offering.


 


8.2           Option Price.  The option price of each share of Stock
purchased with payroll deductions made during such semi-annual Offering for a
Participant therein shall be the lower of:


 


(a)           85% of the closing price of
the Stock on the Offering Commencement Date or the nearest prior business day
on which trading occurred on the New York Stock Exchange; or


 


(b)           85% of the closing price of
the Stock on the Offering Termination Date or the nearest prior business day on
which trading occurred on the New York Stock Exchange.  If the Stock of the Company is not listed for
trading on the New York Stock Exchange on any of the aforesaid dates for which
closing prices of the 


 


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Stock
are to be determined, then reference shall be made to the fair market value of
the Stock on that date, as determined on such basis as shall be established or
specified for such purpose by the Board.


 


ARTICLE IX


EXERCISE
OF OPTION


 


9.1           Automatic Exercise.  A Participant’s Option for the purchase of
Stock with payroll deductions made during any Offering will be deemed to have
been exercised automatically on the Offering Termination Date applicable to
such Offering for the purchase of the number of full shares of Stock which the
accumulated payroll deductions in his Account at that time will purchase at the
applicable option price (but not in excess of the number of shares of Stock for
which Options have been granted to the Participant pursuant to Section 8.1).


 


9.2           Withdrawal of Account.  By written notice to the Plan Administrator,
at any time prior to the Offering Termination Date applicable to any Offering,
a Participant may elect to withdraw all the accumulated payroll deductions in
his Account at such time.


 


9.3           Fractional Shares.  Fractional shares will not be issued under
the Plan and any accumulated payroll deductions which would have been used to
purchase fractional shares will be returned to any Participant promptly
following the Offering Termination Date, without interest, unless the
Participant has elected to participate in the next following Offering, in which
case such deductions shall be retained in the Participant’s Account and applied
to the purchase of shares of Stock in such Offering.


 


9.4           Transferability of Option.  During a Participant’s lifetime, Options held
by such Participant shall be exercisable only by that Participant.


 


9.5           Delivery of Stock.  As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each
Participant, as appropriate, the Stock purchased upon exercise of his Option.


 


ARTICLE X


WITHDRAWAL


 


10.1         In General.  As indicated in Section 9.2, a
Participant may withdraw payroll deductions credited to his Account under the
Plan at any time by giving written notice to the Plan Administrator of the
Company.  All of the Participant’s
payroll deductions credited to his Account will be paid to him promptly after
receipt of his notice of withdrawal, and no further payroll deductions will be
made from his pay during such Offering. 
The Company may, at its option, treat any attempt to borrow by an
Employee on the security of his accumulated payroll deductions as an election,
under Section 9.2, to withdraw such deductions.


 


10.2         Effect on Subsequent
Participation.  A
Participant’s withdrawal from any Offering will not have any effect upon his
eligibility to participate in any succeeding Offering or in any similar plan
which may hereafter be adopted by the Company.


 


10.3         Termination of Employment.  Upon termination of the Participant’s
employment for any reason, including retirement (but excluding death while in
the employ of the Company) prior to the Offering Termination Date, the payroll
deductions credited to his Account will be returned to him or in the case of
his death to the person or persons entitled thereto under Section 19.1.


 


10.4         Termination of Employment
Due to Death.  Upon
termination of the Participant’s employment because of his death, his
beneficiary as defined in Section 19.1, or if none is designated, his
estate shall have the right to elect by written notice given to the Plan
Administrator of the Company prior to the earlier of the Offering Termination
Date or the expiration of a period of 60 days commencing with the date of the
death of the Participant either:


 


(a)           to withdraw all of the
payroll deductions credited to the Participant’s Account under the Plan, or


 


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(b)           to exercise the Participant’s
Option for the purchase of Stock on the Offering Termination Date next
following the date of the Participant’s death for the purchase of the number of
full shares of Stock which the accumulated payroll deductions in the Participant’s
Account at the date of the Participant’s death will purchase at the applicable
option price, and any excess in such Account will be returned to said
beneficiary, without interest.


 


In
the event that no such written notice of election shall be duly received by the
office of the Plan Administrator of the Company, the beneficiary shall
automatically be deemed to have elected, pursuant to paragraph (b), to exercise
the Participant’s Option.


 


10.5         Leave of Absence.  A Participant on leave of absence shall,
subject to the election made by such Participant pursuant to Section 7.4,
continue to be a Participant in the Plan so long as such Participant remains an
Employee.


 


ARTICLE XI


INTEREST


 


11.1         Payment of Interest.  No interest will be paid or allowed on any
money paid into the Plan or credited to the Account of any Participant,
including money which is distributed to an Employee or his beneficiary pursuant
to any provision of this Plan.


 


ARTICLE XII


NO
RIGHT TO EMPLOYMENT


 


Nothing
in the Plan shall interfere with or limit in any way the right of the Company
or a Subsidiary Corporation to terminate any Employee’s employment at any time,
nor confer upon any Employee any right to continue in the employ of the Company
or a Subsidiary Corporation.


 


ARTICLE XIII


AMENDMENT,
MODIFICATION, AND


TERMINATION
OF THE PLAN


 


The
Board may at any time terminate and from time to time may amend or modify the
Plan.  Any amendment or modification of
the Plan by the Board may be accomplished without approval of the stockholders
of the Company, except in the event that stockholder approval of such amendment
or modification is required by any law or regulation governing the Company.


 


No
amendment, modification, or termination of the Plan shall in any manner
adversely affect any outstanding Option under the Plan without the consent of
the Participant holding the Option.


 


ARTICLE XIV


ACQUISITION, MERGER OR LIQUIDATION


 


14.1         Acquisition.


 


(a)           In the event that an acquisition occurs with respect
to the Company, the Company may, but shall not be required to, cancel an
Offering and all Options outstanding as of the effective date of such
acquisition, whether or not such Options are then exercisable. In that event,
the payroll deductions credited to the Account of each Participant shall be returned
to him.  If the Company does not elect to
cancel the Offering, such Offering shall terminate on the day immediately prior
to the effective date of the acquisition and such date shall be considered the
Offering Termination Date for the Offering.


 


(b)           For purposes of this section, an “acquisition” shall
mean any transaction in which substantially all of the Company’s assets are
acquired or in which a controlling amount of the Company’s outstanding shares
are acquired, in each case by a single person or entity or an affiliated group
of persons and 


 


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entities.  For purposes of this section, a controlling
amount shall mean more than fifty percent of the issued and outstanding shares
of Stock of the Company.  The Company
shall have the above option to cancel an Offering and all Options regardless of
how the acquisition is effectuated, whether by direct purchase, through a
merger or similar corporate transaction, or otherwise.


 


(c)           Where the Company does not exercise its option under
this Section 14.1 the remaining provisions of this Article XIV shall
apply, to the extent applicable.


 


14.2         Merger or Consolidation.  If the Company shall be the surviving
corporation in any merger or consolidation, any Offering shall pertain to and
apply to the securities to which a holder of the number of shares of Stock
subject to the Option would have been entitled in such merger or consolidation,
provided that the Company shall not be considered the surviving corporation for
purposes hereof if the Company is the survivor of a reverse triangular merger.


 


14.3         Other Transactions.  A dissolution or a liquidation of the Company
or a merger or consolidation in which the Company is not the surviving
corporation (the Company shall not be considered the surviving corporation for
purposes hereof if the Company is the survivor of a reverse triangular merger)
shall cause every Offering outstanding hereunder to terminate as of the
effective date of such dissolution, liquidation, merger or consolidation. In
that event, the payroll deductions credited to the Account of each Participant
shall be returned to him.


 


ARTICLE XV


SECURITIES
REGISTRATION


 


15.1         Securities Registration.  In the event that the Company shall deem it
necessary or desirable to register under the Securities Act of 1933, as
amended, or any other applicable statute, any Options or any Stock with respect
to which an Option may be or shall have been granted or exercised, or to
qualify any such Options or Stock under the Securities Act of 1933, as amended,
or any other statute, then the Participant shall cooperate with the Company and
take such action as is necessary to permit registration or qualification of
such Options or Stock.


 


15.2         Representations.  Unless the Company has determined that the
following representation is unnecessary, each person participating in an
Offering may be required by the Company, as a condition to the issuance of the
shares of Stock pursuant to such Offering to make a representation in writing
(i) that he is acquiring such shares for his own account for investment
and not with a view to, or for sale in connection with, the distribution of any
part thereof within the meaning of the Securities Act of 1933, and
(ii) that before any transfer in connection with the resale of such
shares, he will obtain the written opinion of counsel for the Company, or other
counsel acceptable to the Company, that such shares may be transferred without
registration thereof.  The Company may
also require that the certificates representing such shares contain legends
reflecting the foregoing.  To the extent
permitted by law, including the Securities Act of 1933, nothing herein, except
for Section 5.3, shall restrict the right of a Participant to sell the
shares received in an open market transaction.


 


ARTICLE XVI


TAX
WITHHOLDING


 


Whenever
shares of Stock are to be issued pursuant to an Offering, the Company shall
have the power to require the recipient of the Stock to remit to the Company an
amount sufficient to satisfy federal, state, and local withholding tax
requirements, if any.


 


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ARTICLE XVII


INDEMNIFICATION


 


To
the extent permitted by law, each person who is or shall have been a member of
the Board or the Committee and the Plan Administrator shall be indemnified and
held harmless by the Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him in connection
with or resulting from any claim, action, suit, or proceeding to which he may
be a party or in which he may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
him in settlement thereof, with the Company’s approval, or paid by him in
satisfaction of judgment in any such action, suit, or proceeding against him,
provided he shall give the Company an opportunity, at its own expense, to
handle and defend the same before he undertakes to handle and defend it on his
own behalf.  The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such
persons may be entitled under the Company’s certificate of incorporation or
by-laws, as a matter of law, or otherwise, or any power that the Company or a
Subsidiary Corporation may have to indemnify them or hold them harmless.


 


ARTICLE XVIII


REQUIREMENTS
OF LAW


 


18.1         Requirements of Law.  The granting of Options pursuant to an
Offering and the issuance of shares of Stock upon the exercise of an Option
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.


 


18.2         Governing Law.  The Plan, and all agreements hereunder, shall
be construed in accordance with and governed by the laws of the State of
Colorado.


 


ARTICLE XIX


MISCELLANEOUS


 


19.1         Designation of Beneficiary.  A Participant may file a written designation
of a beneficiary who is to receive any Stock or cash.  Such designation of beneficiary may be
changed by the Participant at any time by written notice to the Plan
Administrator of the Company.  Upon the
death of a Participant and upon receipt by the Company of proof of identity and
existence at the Participant’s death of a beneficiary validly designated by him
under the Plan, the Company shall deliver such Stock or cash to such
beneficiary.  In the event of the death
of a Participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such Participant’s death, the Company
shall deliver such Stock or cash to the executor or administrator of the estate
of the Participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such Stock or cash to the spouse or to any one or more dependents of the
Participant as the Company may designate. 
No beneficiary shall, prior to the death of the Participant by whom he
has been designated, acquire any interest in the Stock or cash credited to the
Participant under the Plan.


 


19.2         Transferability.  Neither payroll deductions credited to a
Participant’s Account nor any rights with regard to the exercise of an Option
or to receive Stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the Participant other than by will or the
laws of descent and distribution or as provided in Section 19.1.  Any such attempted assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Section 9.2.


 


19.3         Use of Funds.  All payroll deductions received or held by
the Company under this Plan may be used by the Company for any corporate
purpose and the Company shall not be obligated to segregate such payroll
deductions.


 


19.4         Effect of Plan.  The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit of, all
successors of each Employee in the Plan, including, without limitation, such
Employee’s estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.


 


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ARTICLE XX


EFFECTIVE
DATE OF PLAN


 


The Plan shall be effective on January 1, 1998.


 


*     *     *    
*     *


 


THIS
EMPLOYEE STOCK PURCHASE PLAN was adopted on September 18, 1997 by the
Board of Directors of SM Energy Company, then named St. Mary Land &
Exploration Company, to be effective upon adoption, and has been subsequently
amended by the Board of Directors of the Company on February 27, 2001, February 18,
2005, September 25, 2009, December 30, 2009, and July 30,
2010.  The Plan was approved by the
Company’s stockholders at the Company’s 1998 annual meeting of stockholders.


 


	
   

  	
  SM ENERGY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ANTHONY J. BEST

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  Chief Executive Officer and President

  



 


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