exhibit10-1.htm


    
      



        EXHIBIT
10.1

         

        FIRST
AMENDED AND RESTATED

         

        SWIFT
ENERGY COMPANY

         

        2005
STOCK COMPENSATION PLAN

         

        November
4, 2008

         

        1. PURPOSE.

         

        This 2005
Stock Compensation Plan (the “Plan”) is intended as an
incentive to encourage stock ownership by certain officers, employees and
directors of SWIFT ENERGY COMPANY (the “Company”), or of its
Subsidiaries (as defined below) so that they may acquire or increase their
proprietary interest in the success of the Company and Subsidiaries, and to
encourage them to remain in the employ of the Company or of the Subsidiaries or
to continue to serve as directors of the Company.  The Plan is
designed to meet this intent by offering performance-based stock and cash
incentives and other equity based incentive awards, thereby providing a
proprietary interest in pursuing the long-term growth, profitability and
financial success of the Company.

         

        2. DEFINITIONS.

         

        For
purposes of this Plan, the following terms shall have the meanings set forth
below:

         

        (a) “Award” or “Awards” means an award or
grant made to a Participant under Sections 6 through 9, inclusive, of the
Plan.

         

        (b) “Board” means the Board of
Directors of the Company.

         

        (c) “Broker Assisted Exercise”
means a special sale and remittance procedure pursuant to which the Participant
who holds a Stock Option shall concurrently provide irrevocable written
instructions to (a) a Committee-designated brokerage firm (“Broker”) to effect the
immediate sale of the Common Stock covered by a Stock Option and remit to the
Company, out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate price of the Stock Options, plus all applicable
Federal, state and local income and employment taxes required to be withheld by
the Company, and (b) the Company to deliver the certificates for the Common
Stock directly to such brokerage firm in order to complete the
sale.

         

        (d) “Code” means the Internal
Revenue Code of 1986, as amended, together with the regulations promulgated
thereunder.

         

        (e) “Committee” means the
Compensation Committee of the Board, or any committee of the Board performing
similar functions, constituted as provided in Section 3 of the
Plan.

         

        (f) “Common Stock” means the
common stock of the Company or any security of the Company issued in
substitution, exchange or lieu thereof.

         

        (g) “Company” means Swift Energy
Company, a Texas corporation, or any successor entity.

         

        (h) “Date of Grant” means the date
on which the Committee takes formal action to grant an Award, provided that it
is followed, as soon as reasonably practicable, by written notice to the
Participant receiving the Award.

         

        (i) “Disability” means (i) in the
case of a Participant whose employment with the Company or a Subsidiary is
subject to the terms of an employment or consulting agreement that includes a
definition of “disability,” the meaning set forth in such employment or
consulting agreement during the period that such employment or consulting
agreement remains in effect; and (ii) in all other cases, a total and permanent
disability as defined in the Company’s long-term disability plan, or if the
Company has no long-term disability plan in effect at the time of a
Participant’s disability, “disability” shall mean a Participant’s present
incapacity resulting from an injury or illness (either mental or physical)
which, in the reasonable opinion of the Committee based on such medical evidence
as it deems necessary, will result in death or can be expected to continue for a
period of at least twelve (12) months and will prevent the Participant from
performing the normal services required of the Participant by the Company;
provided, however, that such disability did not result, in whole or in
part:  (i) from chronic alcoholism; (ii) from addiction to narcotics;
(iii) from a felonious undertaking; or (iv) from an intentional self-inflicted
wound.

         

        
          
            
            

          

          
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        (j) “Exchange Act” means the
Securities Exchange Act of 1934, as amended and in effect from time to time, or
any successor statute.

         

        (k) “Fair Market Value” means on
any given date (i) the closing price of the Common Stock on any established
national exchange or exchanges on such date as reported in any newspaper of
general circulation, provided, further, that if the actual transaction involving
the Common Stock occurs at a time when the New York Stock Exchange is closed for
regular trading, then it shall be the most recent closing price, or (ii) if the
Common Stock is not listed on an established stock exchange, the mean between
the closing bid and low asked quotations of the Common Stock in the New York
over-the-counter market as reported by the National Association of Securities
Dealers, Inc. for such trading date.

         

        (l) “Immediate
Family Member”
means the spouse, parents, siblings, children, grandchildren and in-laws of a
Participant.

         

        (m) “Incentive Stock Option” means
any Stock Option that is intended to be and is specifically designated as an
“incentive stock option” within the meaning of Section 422 of the
Code.

         

        (n) “Nonqualified Stock Option”
means any Stock Option granted pursuant to the provisions of Section 6 of the
Plan that is not an Incentive Stock Option.

         

        (o) “Participant” means an
employee of the Company or a Subsidiary, or an individual who is performing
services for those entities (including a consultant to the Company, but only
insofar as to Awards other than Incentive Stock Options are concerned), who from
time to time shall be designated by the Committee and in all such cases who is
also granted an Award under the Plan, and only as to Restricted Awards,
directors of the Company.

         

        (p) “Performance Bonus Award”
means an Award of cash and/or shares of Common Stock granted pursuant to the
provisions of Section 9 of the Plan.

         

        (q) “Plan” means this Swift Energy
Company 2005 Stock Compensation Plan as set forth herein and as it may be
hereafter amended.

         

        (r) “Restricted Award” means an
Award granted pursuant to the provisions of Section 8 of the
Plan.

         

        (s) “Restricted Stock Grant” means
an Award of shares of Common Stock granted pursuant to the provisions of
Section 8 of the Plan.

         

        (t) “Restricted Unit Grant” means
an Award of units representing shares of Common Stock granted pursuant to the
provisions of Section 8 of the Plan.

         

        (u) “Stock Appreciation Right”
means an Award to benefit from the appreciation of Common Stock granted
pursuant to the provisions of Section 7 of the Plan.

         

        (v) “Stock Option” means an Award
to purchase shares of Common Stock granted pursuant to the provisions of
Section 6 of the Plan.

         

        (w) “Subsidiary” or “Subsidiaries”
means any corporation or entity in which the Company directly or
indirectly owns stock or interests possessing fifty percent (50%) or more of the
total combined voting power of all classes of such corporation’s stock or
interests.

         

        
          
            
            

          

          
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        (x) “Ten Percent Shareholder”
means a person who owns (or is considered to own after taking into
account the attribution of ownership rules of Section 424(d) of the Code) more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries.

         

        3. ADMINISTRATION.

         

        (a) The Plan
shall be administered by the Committee, as appointed from time to time by the
Board. The Board may from time to time remove members from, or add members to,
the Committee.  The Committee shall be comprised solely of two or more
members of the Board who are (i) “Non-Employee Directors” as
defined in Rule 16b-3 promulgated by the Securities and Exchange Commission
(“SEC”) under the
Exchange Act as it may be amended from time to time, or any successor rule and
(ii) “outside directors” under Section 162(m) of the Code.

         

        (b) A
majority of the members of the Committee shall constitute a quorum for the
transaction of business.  Action approved in writing by a majority of
the members of the Committee then serving shall be as effective as if the action
had been taken by unanimous vote at a meeting duly called and held.

         

        (c) The
Committee is authorized to construe and interpret the Plan, to promulgate,
amend, and rescind rules and procedures relating to the implementation of the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan.  Any determination, decision, or action of
the Committee in connection with the construction, interpretation,
administration, or application of the Plan shall be binding upon all
Participants and any person validly claiming under or through any Participant
and any Award under this Plan will be made only if the Committee decides in its
sole and absolute discretion that the Participant or any persons validly
claiming through any Participant is entitled to such award.  In the
event of a disagreement as to the interpretation of the Plan or any agreements
issued hereunder as to any right or obligation arising from or related to the
Plan, the decision of the Committee shall be final and binding.

         

        (d) The
Committee may designate persons other than members of the Committee to carry out
its responsibilities under such conditions and limitations as it may prescribe,
except that the Committee may not delegate its authority to grant Awards to
persons subject to Section 16 of the Exchange Act.  The Committee is
specifically authorized to give authority to the Company’s chief executive
officer within specified written limits to grant Awards to new employees of the
Company in connection with their hiring, which written limits may be changed
from time to time by the Committee in its sole discretion.

         

        (e) The
Committee is expressly authorized to make modifications to the Plan as necessary
to effectuate the intent of the Plan as a result of any changes in the tax,
accounting, or securities laws treatment of Participants and the Plan, subject
to those restrictions that are set forth in Section 14 (b) and (c)
below.

         

        (f) The
Company shall effect the granting of Awards under the Plan, in accordance with
the determinations made by the Committee, by execution of instruments in writing
in such form as approved by the Committee.

         

        (g) No member
of the Committee shall be liable for any action taken or omitted to be taken by
such member or by any other member of the Committee with respect to the Plan,
and to the extent of liabilities not otherwise insured under a policy purchased
by the Company, the Company does hereby indemnify and agree to defend and save
harmless any member of the Committee with respect to any liabilities asserted or
incurred in connection with the exercise and performance of their powers and
duties hereunder, unless such liabilities are judicially determined to have
arisen out of such person’s gross negligence, fraud or bad faith. Such
indemnification shall include attorney’s fees and all other costs and expenses
reasonably incurred in defense of any action arising from such act of commission
or omission.  Nothing herein shall be deemed to limit the Company’s
ability to insure itself with respect to its obligations hereunder.

         

        4. ELIGIBILITY.

         

        Persons
eligible for Awards under the Plan shall consist of employees (including
officers, whether or not they are directors) and directors of the Company or its
Subsidiaries, or individuals performing services for these entities, who from
time to time shall be designated by the Committee (including consultants to the
Company, but only insofar as Awards other than Incentive Stock Options are
concerned) provided that non-employee directors of the Company are eligible to
receive only Restricted Awards under the Plan.  If a person who has
been a Participant under this Plan ceases to be an employee but remains or
becomes a director of the Company, then Section 10(c)(ii) shall apply to Awards
held by that Participant.  No member of the Committee shall be
eligible to receive an Award other than a Restricted Award.

         

        
          
            
            

          

          
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        5. DURATION
OF AND COMMON STOCK SUBJECT TO PLAN.

         

        (a) Term.
No Awards will be granted after May 10, 2015, but the Plan shall remain in
effect with respect to Awards then outstanding, including Reload Options on
Awards then outstanding.

         

        (b) Shares of
Common Stock Subject to Plan. The maximum aggregate number
of shares of Common Stock in respect of which Awards may be granted under the
Plan (the “Plan
Maximum”) shall be 2,850,000, subject to adjustment as provided in
Sections 5 or 12 below, plus any shares of Common Stock that are subject to
awards granted prior to the effective date of this Plan under any prior
long-term incentive plans of the Company (“Prior Plan”) that later (i)
cease to be subject to such awards for any reason other than such awards having
been exercised or (ii) result in the forfeiture of the shares of Common Stock
back to the Company. Subject to the provisions of Section 12 below, the
maximum aggregate number of shares of Common Stock in respect of which Incentive
Stock Options may be granted under the Plan shall not exceed
875,000.  The aggregate number of shares of Common Stock available for
issuance under the Plan will be reduced by 1.44 shares of Common Stock for each
share of Common Stock delivered in settlement of all Awards other than Stock
Options (for which the number of shares of Common Stock available for issuance
under the Plan will be reduced by one share of Common Stock for each share of
Common Stock delivered in settlement of a Stock Option).  Common Stock
issued under the Plan may be either authorized and unissued shares or treasury
shares. The following terms and conditions shall apply to Common Stock subject
to the Plan:

         

        (i) In no
event shall more than the Plan Maximum be cumulatively available for Awards
under the Plan;

         

        (ii) If any
Awards are forfeited, terminated, exchanged for other Awards, settled in cash in
lieu of stock, or expire unexercised, or become unexercisable, the undelivered
shares of Common Stock which were previously subject to the Awards shall again
be available for Awards under the Plan to the extent of such forfeiture,
termination, expiration, unexercisability, cash settlement or
exchange.

         

        6. STOCK
OPTIONS.

         

        Stock
Options granted under the Plan may be in the form of Incentive Stock Options or
Non-Qualified Stock Options (collectively, the “Stock
Options”).  Stock Options shall be subject to the following
terms and conditions, and each Stock Option shall contain such additional terms
and conditions, not inconsistent with the express provisions of the Plan, as the
Committee shall deem desirable:

         

        (a) Grant. Stock Options shall be
granted separately.  In no event will Stock Options or Awards be
issued in tandem whereby the exercise of one affects the right to exercise the
other.  Incentive Stock Options may only be granted to persons who are
employees.

         

        (b) Stock
Option Price. The
exercise price per share of Common Stock purchasable under a Stock Option shall
be determined by the Committee at the time of grant, provided that, in no event
shall the exercise price of a Stock Option be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock on the date of the grant of
the Stock Option.  In the case of a Ten Percent Shareholder, the
exercise price of an Incentive Stock Option shall be not less than one hundred
ten percent (110%) of the Fair Market Value of the Common Stock on the date of
the grant.

         

        (c) Option
Term. The term of
each Stock Option shall be fixed by the Committee.  The term of all
Stock Options shall not exceed ten (10) years after the date the Stock Option is
granted, and the term of any Incentive Stock Options granted to Ten Percent
Shareholders shall not exceed five (5) years after the date of the
grant.

         

        
          
            
            

          

          
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        (d) Exercisability.

         

        (i) Incentive
Stock Options and Nonqualified Stock Options shall be exercisable in
installments as determined by the Compensation Committee in its sole discretion,
and shall be subject to such other terms and conditions as the Committee shall
determine at the date of grant, provided that if not otherwise determined by the
Committee, Incentive Stock Options and Nonqualified Stock Options may be
exercised as to twenty percent (20%) of the shares covered thereby beginning on
the first anniversary date of the date of grant (hereinafter, “Anniversary Date”), and
thereafter an additional twenty percent (20%) of shares subject to such stock
options may be exercisable beginning on the Anniversary Date in each of the
following four years, except as otherwise provided in Sections 10 and 13;
and

         

        (ii) Reload
Options shall become exercisable in accordance with Section 6(i)(iii)
hereof.

         

        (e) Method of
Exercise. Subject
to applicable exercise restrictions set forth in Section 6(d) above, a Stock
Option may be exercised, in whole or in part, by giving written notice of
exercise to the Company specifying the number of shares to be purchased and
shall be deemed to be exercised when payment in full of the purchase price has
been received by the Company.  The purchase price may be paid by any
of the following methods, subject to the restrictions set forth in Section 6(f)
hereof:

         

        (i) in cash,
by certified or cashier’s check, by money order, by personal check (if approved
by the Committee) or through a Broker Assisted Exercise, in an amount equal to
the aggregate purchase price of the shares of Common Stock to which such
exercise relates; or

         

        (ii) if
acceptable to the Committee, by delivery of shares of Common Stock already owned
by the Participant and held by the Participant for a minimum of six months,
which shares, including any cash tendered therewith, have an aggregate Fair
Market Value equal to the aggregate purchase price of the shares of Common Stock
to which such exercise relates.

         

        (f) Restrictions
on Method and Timing of Exercise. Notwithstanding the
foregoing provisions, the Committee, in granting Stock Options pursuant to the
Plan, may limit the timing or methods by which a Stock Option may be exercised
by any person or waive all or any portion of such limits on timing or methods,
and, in processing any purported exercise of a Stock Option granted pursuant to
the Plan, may refuse to recognize the timing or methods of exercise selected by
the Participant if, in the opinion of counsel to the Company, there is a
substantial risk that such exercise could result in the violation of any then
applicable rules or regulations, including federal or state securities
laws.

         

        (g) Tax
Withholding.
Holders of Nonqualified Stock Options, subject to the discretion of the
Committee, may be entitled to elect at or prior to the time the exercise notice
is delivered to the Company, to have the Company withhold from the shares of
Common Stock to be delivered upon exercise of the Nonqualified Stock Option the
number of shares of Common Stock having a Fair Market Value which does not
exceed the minimum tax withholding obligation of the Company with respect to the
exercise in question.  If withholding is made in shares of Common
Stock pursuant to the method set forth above, the Committee, in its discretion,
may grant “Reload Options” (as defined and on the terms specified in Section
6(h) below) for the number of shares so withheld.  Notwithstanding the
foregoing provisions, a holder of a Nonqualified Stock Option may not elect to
satisfy his or her withholding tax obligation in respect of any exercise as
contemplated above if, in the opinion of counsel to the Company, there is
substantial risk that such election could result in a violation of any then
applicable rules or regulations, including federal or state securities law, or
such withholding would have an adverse tax or accounting effect on the
Company.

         

        (h) Grant of
Reload Options.
Unless otherwise provided in a Participant’s Stock Option Agreement,
whenever the Participant holding any Incentive Stock Option or Nonqualified
Stock Option (the “Original
Option”) outstanding under this Plan or under any Prior Plan (including
any “Reload Options” granted under the provisions of this Section 6(h))
exercises the Original Option and makes payment of a portion or all of the
option price by tendering shares of the Common Stock previously held by him or
her pursuant to Section 6(e)(ii) hereof, then the Participant shall
automatically receive a reload option (the “Reload Options”) for that
number of additional shares of Common Stock which is equal to the number of
shares tendered by the Participant in payment of the option price for the
Original Option being exercised.  All such Reload Options granted
hereunder shall be on the following terms and conditions:

         

        
          
            
            

          

          
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        (i) The
Reload Option price per share shall be an amount equal to the current Fair
Market Value per share of the Common Stock on the date of grant, which shall be
the date of the Company’s receipt of the exercise notice for the Original
Option;

         

        (ii) The
option exercise period shall expire, and the Reload Option shall no longer be
exercisable, on the expiration of the option period of the Original Option or
two (2) years from the date of the grant of the Reload Option, whichever is
later;

         

        (iii) Any
Reload Option granted under this Section 6(h) shall vest and first become
exercisable one (1) year following the date of exercise of the Original Option;
and

         

        (iv) All other
terms of Reload Options granted hereunder not specified above in this
Section 6(h) shall be identical to the terms and conditions of the Original
Option, the exercise of which gives rise to the grant of the Reload
Option.

         

        (i) Special
Rule for Incentive Stock Options. With respect to Incentive
Stock Options granted under the Plan, the aggregate Fair Market Value of the
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by a Participant during any calendar year under all stock option
plans of the Company or its Subsidiaries shall not exceed one hundred thousand
dollars ($100,000).  The Fair Market Value of any Common Stock shall
be determined as of the time the option with respect to such stock is granted or
such other time as may be required by Section 422(d) of the Code, as such
section of the Code may be amended from time to time.

         

        (j) Incentive
Stock Options.
Notwithstanding anything in the Plan to the contrary, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended, or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422 of the
Code.  To the extent permitted under Section 422 of the Code or
applicable regulations thereunder or any applicable Internal Revenue Service
pronouncements:

         

        (i) to the
extent that any portion of any Incentive Stock Option that first becomes
exercisable during any calendar year exceeds the $100,000 limitation (as set
forth in Section 6(i) above) and contained in Section 422(d) of the Code, such
excess portion shall be treated as a Nonqualified Stock Option; and

         

        (ii) if the
vesting period or exercisability of an Incentive Stock Option is accelerated,
any portion of such Option that exceeds the $100,000 limitation set forth in
Section 6(i) above shall be treated as a Nonqualified Stock Option.

         

        Even if
the shares of Common Stock which are issued upon exercise of any Incentive Stock
Option are sold or exchanged within one year following the exercise of that
Incentive Stock Option such that the sale constitutes a disqualifying
disposition for Incentive Stock Option treatment under the Code, no provision of
this Plan shall be construed as prohibiting such a sale.

         

        (k) Limit on
Awards to Named Executive Officers.  Notwithstanding any
provision in this Plan to the contrary, no person whose compensation may be
subject to the limitations on deductibility under Section 162(m) of the
Code (a “Named Executive
Officer”) shall be eligible for a grant during a single calendar year of
Awards with respect to or measured by, more than 100,000 shares of Common
Stock.  The limitation under this Section 6(k) shall be construed so
as to comply with the requirements of Section 162(m) of the Code.

         

        7. STOCK
APPRECIATION RIGHTS.

         

        The grant
of Stock Appreciation Rights under the Plan shall be subject to the following
terms and conditions, and shall contain such additional terms and conditions,
not inconsistent with the express terms of the Plan, as the Committee shall deem
desirable:

         

        
          
            
            

          

          
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        (a) Stock
Appreciation Rights.
A Stock Appreciation Right is an Award entitling a Participant to receive
an amount equal to (or if the Committee shall determine at the time of grant,
less than) the excess of the Fair Market Value of a share of Common Stock on the
date of exercise over the Fair Market Value of a share of Common Stock on the
date of grant of the Stock Appreciation Right, multiplied by the number of
shares of Common Stock with respect to which the Stock Appreciation Right shall
have been exercised.

         

        (b) Grant. Subject to the other
provisions of this Plan, a Stock Appreciation Right shall be granted
separately.  In no event will Stock Appreciation Rights and other
Awards be issued in tandem whereby the exercise of one such Award affects the
right to exercise the other.

         

        (c) Exercise. A Stock Appreciation Right
may be exercised by a Participant in accordance with procedures established by
the Committee, provided that subject to the other provisions of this Plan, a
Stock Appreciation Right shall not be exercisable prior to the first Anniversary
Date of the date of grant, unless and to the extent, in the opinion of counsel,
it would not subject such Participant to a substantial risk of liability under
Section 16 of the Exchange Act, in which case the Committee, in its
discretion, may provide that a Stock Appreciation Right shall be automatically
exercised on one or more specified dates or upon occurrence of one or more
specified events, or that a Stock Appreciation Right may be exercised during
only limited time periods.

         

        (d) Form of
Payment. Payment
to a Participant upon exercise of a Stock Appreciation Right may be made only in
shares of Common Stock.

         

        8. STOCK
GRANTS AND RESTRICTED AWARDS

         

        Restricted
Awards granted under the Plan may be in the form of either Restricted Stock
Grants or Restricted Unit Grants.  Restricted Awards shall be subject
to the following terms and conditions, and may contain such additional terms and
conditions, not inconsistent with the express provisions of the Plan, as the
Committee shall deem desirable.

         

        (a) Restricted
Stock Grants. A
Restricted Stock Grant is an Award of shares of Common Stock made to a
Participant subject to such terms and conditions, if any, as the Committee deems
appropriate, as set forth in Section 8(e) below.  Further, as a
condition to the grant of Restricted Stock to any Participant who, at the date
of grant has neither been a director of the Company nor been employed by the
Company, nor performed services for the Company, the Committee shall require
such Participant to pay at least an amount equal to the par value of the shares
of Common Stock subject to the Restricted Stock Grant within thirty (30) days of
the date of the grant, and failure to pay such amount shall result in an
automatic termination of the Restricted Stock Grant.

         

        (b) Restricted
Unit Grants. A
Restricted Unit Grant is an Award of units granted to a Participant subject to
such terms and conditions as the Committee deems appropriate in its discretion,
including, without limitation, the requirement that such Participant forfeit
such units upon termination of employment for specified reasons within a
specified period of time or upon termination of service as a director, and
restrictions on the sale, assignment, transfer or other disposition of the
units.  Subject to the discretion of the Committee at the time a
Restricted Unit Grant is awarded to a Participant, a unit will have a value
(i) equivalent to one share of Common Stock, or (ii) equivalent to the
excess of the Fair Market Value of a share of Common Stock on the date the
restriction lapses over the Fair Market Value of a share of Common Stock on the
date of the grant of the Restricted Unit Grant (or over such other value as the
Committee determines at the time of the grant).

         

        (c) Grant of
Awards.
Restricted Awards shall be granted separately under the Plan in such form
and on such terms and conditions as the Committee may from time to time approve
(other than those granted to directors), including grants of shares of Common
Stock to a Participant other than a director without restrictions, vesting
requirements and/or conditions. Restricted Awards,
however, may not be granted in tandem with other Awards whereby the exercise of
one such Award affects the right to exercise the other.  Subject to
the terms of the Plan, other than Restricted Awards granted to directors, the
Committee shall determine the number of Restricted Awards to be granted to a
Participant and the Committee may impose different terms and conditions on any
particular Restricted Award made to any Participant.  Each Participant
receiving a Restricted Stock Grant shall either be issued a stock certificate in
respect of the shares of Common Stock so granted or such shares shall be
recorded in the name of the Participant on the books of Company’s stock transfer
agent, in either case registered in the name of the Participant.  If
issued in certificated form, such shares shall be accompanied by a stock power
duly executed by the Participant.  Such certificates or stock transfer
records shall bear an appropriate legend referring to the terms, conditions and
restrictions applicable to the Award.  Any certificates evidencing the
shares and/or grants recorded on the books of the Company’s stock transfer agent
shall be held in custody by the Company, or not issued by the Company’s stock
transfer agent, until the restrictions imposed thereon shall have lapsed or been
removed.

         

        
          
            
            

          

          
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        (d) Restricted
Awards for Non-Employee Directors.  On the day following the
date directors are elected by shareholders at each annual meeting of
shareholders (which shall be the date of grant), each individual who is a
Non-Employee Director (as defined in Section 3 of this Plan) shall automatically
receive a Restricted Award of that number of shares of Common Stock (rounded up
to the nearest multiple of 10 shares of Common Stock) determined by dividing
$120,000 by the Fair Market Value of the Common Stock on the date of grant of
the Restricted Award (each $120,000 Restricted Award to a Non-Employee Director
being herein referred to as an “Annual Director
Award”).  If a Non-Employee Director first becomes a
Non-Employee Director other than by being elected by shareholders at an annual
meeting (which shall be the date of grant), that director shall automatically
receive that portion of an Annual Director Award equal to the portion of a full
twelve month period between the date of his or her election as a director and
the next annual meeting of shareholders.

         

        The
service restrictions contained in each Annual Director Award of Common Stock shall lapse on the
date of the next annual meeting of shareholders and each Annual Director Award
of Common Stock shall vest ratably in three equal installments, one-third on the
date of each of the three annual meetings of shareholders following the grant
date, provided that following the date of such initial lapse of service
restrictions, if a Non-Employee Director’s service as a director terminates with
the director in good standing as determined in the sole discretion of the Board,
then all Annual Director Awards of Common Stock of that Non-Employee Director
shall vest immediately and any service restrictions thereon shall
lapse.  Further, in the event of death or Disability of a Non-Employee
Director at any time following the grant date, all service restrictions on any
Annual Director Awards of Common Stock shall lapse and all Annual Director
Awards shall vest except as may otherwise be provided in this Plan.

         

        (e) Restriction
Period.  Restricted Awards
shall provide for vesting of such Awards over a three-year period, unless
specifically determined otherwise by the Committee (or a one-year period if the
Restricted Award is performance based) commencing on the date of the Award and
ending on such later date or dates as the Committee may designate at the time of
the Award (“Restriction
Period”).  During the Restriction Period, a Participant may not
sell, assign, transfer, pledge, encumber, or otherwise dispose of shares of
Common Stock received under a Restricted Stock Grant.  Upon expiration
of the applicable Restriction Period (or lapse of restrictions during the
Restriction Period where the restrictions lapse in installments), the
Participant shall be entitled to receive his or her Restricted Award or the
applicable portion thereof, as the case may be, along with a return of the stock
power executed by the Participant once the restriction has fully
lapsed.  Upon termination of a Participant’s employment with the
Company or any Subsidiary or termination of service as a director for any reason
during the Restriction Period, all or a portion of the shares or units, as
applicable, that are still subject to a restriction may vest or be forfeited, in
accordance with the terms and conditions established by the Committee at or
after grant.

         

        (f) Payment
of Awards. A
Participant shall be entitled to receive payment for a Restricted Unit Grant (or
portion thereof) in an amount equal to the aggregate Fair Market Value of the
units covered by the Award upon the expiration of the applicable Restriction
Period.  Payment in settlement of a Restricted Unit Grant shall be
made as soon as practicable following the conclusion of the respective
Restriction Period (i) in cash, by certified or cashier’s check, by money
order or by personal check (if approved by the Committee), (ii) in shares
of Common Stock equal to the number of units granted under the Restricted Unit
Grant with respect to which such payment is made or (iii) in any
combination of the above, as the Committee shall determine.  The
Committee may elect to make this determination either at the time the Award is
granted, or with respect to payments contemplated in clause (i) and (ii) above,
at the time the Award is settled.

         

        (g) Rights as
a Shareholder. A
Participant shall have, with respect to the shares of Common Stock received
under a Restricted Stock Grant, all of the rights of a shareholder of the
Company, including the right to vote the shares, and the right to receive any
cash dividends. Stock dividends issued with respect to the shares covered by a
Restricted Stock Grant shall be treated as additional shares under the
Restricted Stock Grant and shall be subject to the same restrictions and other
terms and conditions that apply to shares under the Restricted Stock Grant with
respect to which the dividends are issued.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        9. PERFORMANCE
BONUS AWARDS.

         

        Performance
Bonus Awards granted under this Plan may be in the form of cash or shares of
Common Stock, or a combination thereof. If a Performance Bonus Award is a
combination of cash and shares of Common Stock, the portion of the Performance
Bonus Award comprised of cash and the portion comprised of shares of Common
Stock will be determined by the Committee based upon the Committee’s judgment as
to the best interests of the Company as a whole, taking into account both
long-term and short-term strategic goals. Performance factors are to be
determined prior to the period of performance, which shall be not less than one
year, and may include (i) increases in earnings, earnings per share, EBITDA,
revenues, cash flow, return on equity or total shareholder return, (ii) year-end
volumes of proved oil and gas reserves and/or year-end probable reserves, (iii)
yearly oil and gas production, (iv) share price performance, (v) relative
technical, commercial and leadership attributes, or (vi) similar performance
factors.  If a Performance Bonus Award is paid in whole or in part in
shares of Common Stock, the number of shares shall be determined based upon the
Fair Market Value of such shares, and such shares may be awarded in lieu of
receipt of some or all of such Award in cash.  Performance Bonus
Awards shall be subject to such terms and conditions as the Committee shall
determine in its sole discretion.

         

        10. TERMINATION
OF EMPLOYMENT OR SERVICE.

         

        The terms
and conditions under which an Award may be exercised after a Participant’s
termination of employment or service as a director shall be determined by the
Committee, except as otherwise provided herein.  The conditions under
which such post-termination exercises shall be permitted with respect to
Incentive Stock Options shall be determined in accordance with the provisions of
Section 422 of the Code and as otherwise provided in Section 6 above, provided
that the Committee, in its sole discretion, may change, by any agreement
approved by the Committee, the post-termination rights of a Participant,
including accelerating the dates upon which all or a portion of any outstanding
unexercised Stock Option or other Award held by a Participant may become vested
or be exercised following such termination of employment or service as a
director; provided that any such changes which affect Awards granted to a
Non-Employee Director or a Named Executive Officer (as defined in Sections 6(k))
shall be confined to changes related to the Non-Employee Director’s or Named
Executive Officer’s death, Disability, retirement as a director, termination of
employment upon retirement, or related to a Change of Control.

         

        (a) Termination
by Death. Subject
to Section 6(j), if a Participant’s employment by the Company or any Subsidiary
or service as a director terminates by reason of the Participant’s death, or if
the Participant’s death occurs within three (3) months after the termination of
his or her employment or service as a director, any Award held by such
Participant immediately prior to the date of his or her death may thereafter be
exercised, to the extent such Award otherwise was exercisable by the Participant
immediately prior to the date of his or her death, by the legal representative
of the Participant’s estate or by any person who acquired the Award by will or
the laws of descent and distribution, for a period of one year from the date of
his or her death or until the expiration of the stated term of the Award,
whichever period is the shorter; provided, however, that the Committee, in its
discretion may specifically provide, either in any agreement providing for an
Award or in any employment contract or any other agreement approved by the
Committee, for the acceleration of the vesting and/or right of exercise under
any Award held by a Participant immediately prior to the date of his or her
death.  Subject to the provision of Section 8(d), after termination of
employment or service as a director by reason of a Participant’s death, any
right of exercise under an Award held by that Participant that is not then
vested and exercisable, or under this Section 10(a) becomes vested and
exercisable, shall be terminated and extinguished.

         

        (b) Termination
by Reason of Disability.
Subject to Section 6(j), if a Participant’s employment by the Company or
Subsidiary or service as a director terminates by reason of Disability, any
Award held by such Participant immediately prior to the date of his or her
Disability may thereafter be exercised by the Participant, to the extent such
Award otherwise was exercisable by the Participant immediately prior to the date
of his or her Disability for a period of one year from the date of such
termination of employment or service as a director by reason of Disability, or
until the expiration of the stated term of such Award, whichever period is
shorter; provided, however, that if the Participant dies within such one-year
period, any unexercised Award held by such Participant shall thereafter be
exercisable to the extent to which it was exercisable immediately prior to the
date of such death for a period of one year from the date of his or her death or
until the expiration of the stated term of such Award, whichever period is
shorter; and provided further, that the Committee may, in its discretion
specifically provide, either in any agreement providing for an Award or in any
employment contract or any other agreement approved by the Committee for the
acceleration of the vesting and/or right of exercise under an Award held by a
Participant immediately prior to the time of termination of employment or
service as a director by reason of his or her Disability.  Subject to
the provisions of Section 8(d), any right of exercise under an Award held by the
Participant that, after termination by reason of Participant’s Disability is not
then vested and exercisable, or under this Section 10(b) becomes vested and
exercisable, shall be terminated and extinguished.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        (c) Other
Termination.
Subject to Section 6(j) and Section 13, if a Participant’s employment by
the Company or any Subsidiary is terminated for any reason other than
retirement, death, Disability or a Change of Control, any Award held by the
Participant immediately prior to the date of his or her termination shall be
exercisable, to the extent otherwise then exercisable, for the lesser period of
three (3) months from the date of such termination or the balance of the term of
the Award, and any right of exercise under any Award held by a Participant
immediately prior to the time of his or her termination that is not vested
immediately after such date of termination, shall be terminated and
extinguished; provided, however, that (i) the Committee, in its discretion may
specifically provide that, for Awards held prior to termination, vesting and/or
exercise may be accelerated at or prior to the time of termination, for a period
which may not exceed the original term of such Award, either in any agreement
providing for an Award, or in any employment contract or any other agreement
approved by the Committee; provided that any such acceleration of vesting or
exercise which affects Awards granted to Non-Employee Directors or the Named
Executive Officers (as defined in Section 6(k)) shall be confined to
acceleration related to the Non-Employee Directors’ and Named Executive
Officers’ death, Disability, retirement as a director or termination of
employment upon retirement, or related to a Change of Control, and (ii) upon
termination of employment upon retirement, if the Participant continues to
serve, or commences serving, as a director of the Company, then in such event
any Awards may continue to be held by the Participant under the original terms
thereof, with such modifications as the Committee may determine in its
discretion, with any Incentive Stock Options held by such Participant to
henceforth be treated as Nonqualified Stock Options.

         

        (d) General
Provisions.  Unless otherwise
specifically provided herein, the Committee shall have the following discretion
regarding the treatment of outstanding Stock Options upon termination of
employment:

         

        (i) Any Stock
Option outstanding at the time of a Participant’s retirement, termination of
employment, Disability or death shall remain exercisable for such period of time
thereafter as shall be determined by the Committee and set forth in the
documents evidencing the grant of any Stock Option or in an employment or other
agreement with such Participant, provided that no Stock Option shall be
exercisable more than ten (10) years from the date of grant of the Original
Option;

         

        (ii) The
Committee shall have complete discretion, exercisable either at the time a Stock
Option is granted or any time while the Stock Option remains outstanding, to
extend the period of time for which the Stock Option is to remain exercisable
following a Participant’s termination of employment from the limited exercise
period otherwise in effect for that Stock Option to such greater period of time
as the Committee shall deem appropriate, but in no event to a date which is more
than ten (10) years from the date of grant of the Original Option;
and

         

        (iii) The
Committee shall have the complete discretion to permit a Stock Option to be
exercised following a Participant’s retirement, termination of employment,
Disability or death not only with respect to the number of Stock Options which
are then fully vested but also with respect to one or more additional
installments as to which the Participant would have vested had the Participant
continued in the Company’s employment.

         

        11. TRANSFERABILITY
OF AWARDS.

         

        (a) No
Incentive Stock Option under the Plan, and no rights or interest therein, shall
be assignable or transferable by a Participant except by will or the laws of
descent and distribution, after which assignment Section 10(a) hereof shall
apply to exercise of the Incentive Stock Option by the assignee. During the
lifetime of a Participant, Incentive Stock Options are exercisable only by, and
settlements of Incentive Stock Options are to be made to, such Participant or
his or her legal representative.

         

        (b) The
Committee may, in its discretion, authorize all or a portion of any Awards
(other than Incentive Stock Options) to be on terms which permit transfer by the
Participant to (i) the Immediate Family Members of the Participant, (ii) a trust
or trusts for the exclusive benefit of such Immediate Family Members, (iii) a
charitable trust or trusts created or controlled by the Participant, or (iv) a
partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer, (y) the
transfer must be approved by the Committee in a manner consistent with this
Section, and (z) subsequent transfers of transferred Awards shall be prohibited
except to a transferee to whom the Participant could have transferred the Award
pursuant to this Section 11 or by will or the laws of descent and distribution,
after which assignment Section 10(a) hereof shall apply to exercise of the Award
by the assignee.  Following transfer, any such Awards shall continue
to be subject to the same terms and conditions as were applicable immediately
prior to transfer, provided however, that the transferee shall be entitled to
exercise the Award to the same extent as the Participant would be so entitled.
The events of termination of employment of Section 10 hereof shall continue to
be interpreted by application with respect to the original Participant,
following which events the Awards shall be exercisable by the transferee only to
the extent, and for the periods specified in Section 10.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        12. ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION, ETC.

         

        (a) The
existence of the Plan and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company’s capital structure or its business, any merger or
consolidation of the Company, any issue of bonds, debentures, Common Stock,
preferred or prior preference stocks ahead of or affecting the Company’s Common
Stock or the rights thereof, the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding.

         

        (b) In the
event of any change in capitalization affecting the Common Stock of the Company,
such as a stock dividend, stock split, recapitalization, merger, consolidation,
split-up, combination, exchange of shares, other form of reorganization, or any
other change affecting the outstanding Common Stock as a class, the Board shall
make such substitutions or adjustments to outstanding Awards as it deems
appropriate and equitable.  In its discretion,
such  adjustments may include, without limitation, such proportionate
adjustments that it deems appropriate to reflect such change with respect to (i)
the maximum number of shares of Common Stock or class of shares reserved for
issuance under the Plan, (ii) the maximum number of shares of Common Stock or
class of shares which may be sold or awarded to any Participant, (iii) the
number of shares of Common Stock or class of shares covered by each outstanding
Award, and (iv) the price per share in respect of the outstanding
Awards.  Notwithstanding the foregoing, the Board may only increase
the aggregate number of shares of Common Stock for which Awards may be granted
under the Plan solely to reflect the changes, if any, of the capitalization of
the Company or a Subsidiary.  The Committee may also make such
adjustments in the number of shares covered by, and the price or other value of
any outstanding Awards in the event of a spin-off or other distribution (other
than normal cash dividends) of Company assets to shareholders.

         

        (c) Notwithstanding
the foregoing: (i) any adjustments made pursuant to this Section 12 of the Plan
to Awards that are considered “deferred compensation” within the meaning of
Section 409A of the Code shall be made in compliance with the requirements of
Section 409A of the Code; (ii) any adjustments made pursuant to Section 12 of
the Plan to Awards that are not considered “deferred compensation” subject to
Section 409A of the Code shall be made in such a manner as to ensure that after
such adjustment, the Awards either continue not to be subject to Section 409A of
the Code or comply with the requirements of Section 409A of the Code; and (iii)
the Committee shall not have the authority to make any adjustments pursuant to
this Section 12 of the Plan to the extent that the existence of such authority
would cause an Award that is not intended to be subject to Section 409A of the
Code to be subject thereto.

         

        13. CHANGE
OF CONTROL.

         

        (a) In the
event of a Change of Control (as defined in Paragraph (b) below) of the Company,
and except as the Board may expressly provide otherwise in resolutions adopted
prior to the Change of Control or in a Participant’s Award:

         

        (i) All Stock
Options or Stock Appreciation Rights then outstanding shall become fully vested
and exercisable as of the date of the Change of Control; and

         

        (ii) All
restrictions and conditions of all Restricted Stock Grants and Restricted Unit
Grants then outstanding shall be deemed satisfied as of the date of the Change
of Control;

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        provided
that unless otherwise expressly permitted in an employment agreement or other
agreement between a Participant and the Company, any Award which has been
outstanding less than one (1) year on the date of the Change of Control shall
not be afforded such treatment.

         

        (b) A “Change of Control” shall be
deemed to have occurred upon the occurrence of any one (or more) of the
following events, other than a transaction with another person controlled by the
Company or its officers or directors, or a benefit plan or trust established by
the Company for its employees:

         

        (i) Any
person, including a group as defined in Section 13(d)(3) of the Exchange Act,
becomes the beneficial owner of shares of the Company with respect to which
forty percent (40%) or more of the total number of votes for the election of the
Board may be cast;

         

        (ii) As a
result of, or in connection with, any cash tender offer, exchange offer, merger
or other business combination, sale of assets or contested election, or
combination of the above, persons who were directors of the Company immediately
prior to such event shall cease to constitute a majority of the
Board;

         

        (iii) The
stockholders of the Company shall approve an agreement providing either for a
transaction in which the Company will cease to be an independent publicly owned
corporation or for a sale or other disposition of all or substantially all the
assets of the Company; or

         

        (iv) A tender
offer or exchange offer is made for shares of the Company’s Common Stock (other
than one made by the Company), and shares of Common Stock are acquired
thereunder (“Offer”).

         

        (c) Notwithstanding
any provision of the Plan to the contrary, in the event of the proposed
dissolution or liquidation of the Company, or in the event of a proposed sale of
all or substantially all of the assets of the Company, or the proposed merger of
the Company with or into another corporation (collectively, the “Transaction”), unless
otherwise expressly provided (by express reference to this Section 13(c)) in the
terms of a Stock Option, after the public announcement of the Transaction, the
Committee may, in its sole discretion, direct the
Company
to deliver a
written notice (“Cancellation Notice”) to any
Participant holding a Stock Option, canceling the unexercised vested portion
(including the portion which becomes vested by reason of acceleration), if any,
of such Stock Option, effective on the date specified in the Cancellation Notice
(“Cancellation
Date”).  Notwithstanding the foregoing, the Cancellation Date
may not be earlier than the last to occur of (i) the 15th day
following delivery of the Cancellation Notice, and (ii) the 60th day
prior to the proposed date for the consummation of the Transaction (“Proposed
Date”).  Without limitation, the Cancellation Notice will
provide that, unless the Participant elects in writing to waive, in whole or in
part, a Conditional Exercise, that the exercise of the Stock Option will be a
Conditional Exercise.  A “Conditional Exercise” shall
mean that in the event the Transaction does not occur within 180 days of the
Proposed Date, the exercising Participant shall be refunded any amounts paid to
exercise such Participant’s Stock Option, such Stock Option will be reissued,
and the purported exercise of such Stock Option shall be null and void ab
intitio, provided, that, if the Transaction follows a Change in Control or would
give rise to a Change in Control, no Stock Option will be so terminated (without
the consent of the Participant) prior to the expiration of 20 days following the
later of (i) the date on which the Award became fully exercisable and (ii) the
date on which the Participant received written notice of the Covered
Transaction.

         

        (d) Unless
otherwise expressly provided in an Award, in the event of a Change in Control,
in the sole discretion of the Committee, the value of some or all Awards may be
cashed out on the basis of the Change in Control Price (as defined below), at
any time during the 60 day period immediately preceding any bona fide
transaction related to a Change in Control; provided, further, that if a date
prior to such occurrence is selected for a cash out, any subsequent increase in
the Change in Control Price will be paid to each Participant on the date of such
occurrence, or as soon thereafter as reasonably possible.  “Change in Control Price” means
the higher of (i) the highest price per share of Common Stock paid in any
transaction reported on the NYSE or such other exchange or market as is the
principal trading market for the Common Stock, or (ii) the highest price per
share paid in any bona fide transaction related to a Change in Control, at any
time during the 60 day period immediately preceding such occurrence with such
occurrence date to be determined by the Committee.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        14. AMENDMENT
AND TERMINATION.

         

        (a) Amendments
Without Shareholder Approval. Except as set forth in
Sections 14(b) and 14(c) below, the Board may, without further approval of the
shareholders, at any time amend, alter, discontinue or terminate this Plan, in
such respects as the Board may deem advisable.

         

        (b) Amendments
Requiring Shareholder Approval. Except as set forth in
Section 14(c) below, subject to changes in law or other legal requirements
(including any change in the provisions of the Code and accompanying regulations
that would permit otherwise), the Board must obtain approval of the shareholders
to make any amendment that would (i) increase the aggregate number of shares of
Common Stock that may be issued under the Plan (except for adjustments pursuant
to Section 12 of the Plan), (ii) materially modify the requirements as to
eligibility for participation in the Plan or materially increase the benefits to
Participant, (iii) be required to be approved by the shareholders under any law,
rule or regulation or any rules for listed companies promulgated by any national
stock exchange on which the Company’s Common Stock is traded, (iv) allow the
creation of additional types of Awards under the Plan, (v) result in the
repricing of Awards issued under the Plan by lowering the exercise price of a
previously granted Award, or by cancellation of outstanding Awards with
subsequent replacement, or by regranting Awards with lower exercise prices, (vi)
materially extend the terms of the Plan, or (vii) increase the annual maximum
number of shares of Common Stock covered by Awards to any Participant who is
subject to the provisions of Section 6(k).

         

        (c) Prohibited
Amendments.
Notwithstanding Sections 14(a) and 14(b), under no circumstances may the
Board or Committee (i) amend, alter, discontinue or terminate the
requirements set forth in Sections 6(b), 6(c), 6(i) or 6(j) with respect to
Incentive Stock Options unless (a) such modifications are made to comply
with changes in the tax laws, or (b) the Plan is completely terminated, or
(ii) make any amendment, alteration or modification to the Plan that would
impair the vested rights of a Participant under any Award theretofore granted
under this Plan.

         

        15. MISCELLANEOUS
MATTERS.

         

        (a) Tax
Withholding. As a
condition to the exercise of Nonqualified Stock Options or the lapse of
restrictions or vesting or delivery of Restricted Stock, an employee of the
Company is required, and the Company may in its sole discretion require any
other Participant that it deems advisable, to pay the Company the full amount of
any federal, state, local or foreign taxes of any kind required by law to be
withheld (at the minimum required level) with respect to such Awards, provided
that the Company may also withhold any such amounts through payroll deductions
and/or the acceptance or retention of shares of Common Stock otherwise issuable
under any such Awards.

         

        (b) No Right
to Employment or Service. Neither the adoption of the
Plan nor the granting of any Award shall confer upon any Participant any right
to continue employment with or providing services to or on behalf of the Company
or any Subsidiary, as the case may be, nor shall it interfere in any way with
the right of the Company or a Subsidiary to terminate the employment or service
of any Participant at any time, with or without cause.

         

        (c) Securities
Law Restrictions.
No shares of Common Stock shall be issued under the Plan unless counsel
for the Company shall be satisfied that such issuance will be in compliance with
applicable federal and state securities laws.  Certificates for shares
of Common Stock delivered under the Plan may be subject to such stock-transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Common Stock is then listed, and
any applicable Federal or state securities law.  The Committee may
cause a legend or legends to be put on any such certificates to refer to those
restrictions.

         

        (d) Award
Agreement. Each
Participant receiving an Award under the Plan shall enter into an agreement with
the Company in a form specified by the Committee agreeing to the terms and
conditions of the Award and such related matters as the Committee, in its sole
discretion, shall determine.

         

        (e) Section
409A.  It is the intention of the Company that no Award
shall be “deferred compensation” subject to Section 409A of the Code, unless and
to the extent that the Committee specifically determines otherwise, and the Plan
and the terms and conditions of all Awards shall be interpreted
accordingly.  The terms and conditions governing any Awards that the
Committee determines will be subject to Section 409A of the Code, including any
rules for elective or mandatory deferral of the delivery of cash or shares of
Common Stock pursuant thereto and any rules regarding treatment of such Awards
in the event of a Change of Control, shall be set forth in the applicable Award
Agreement, deferral election forms and procedures, and rules established by the
Committee, and shall comply in all respects with Section 409A of the
Code.  The following rules will apply to Awards intended to be subject
to Section 409A of the Code (“409A Awards”):

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        (i) If a
Participant is permitted to elect to defer an Award or any payment under an
Award, such election will be permitted only at times in compliance with Code
Section 409A, including applicable transition rules thereunder.

         

        (ii) The
Company shall have no authority to accelerate distributions relating to 409A
Awards in excess of the authority permitted under Section 409A.

         

        (iii) Any
distribution of a 409A Award following a termination of employment that would be
subject to Code Section 409A(a)(2)(A)(i) as a distribution following a
separation from service of a “specified employee” as defined under Code Section
409A(a)(2)(B)(i), shall occur no earlier than the expiration of the six-month
period following such Termination of Employment.

         

        (iv) In the
case of any distribution of a 409A Award, if the timing of such distribution is
not otherwise specified in the Plan or an Award Agreement or other governing
document, the distribution shall be made not later than the end of the calendar
year during which the settlement of the 409A Award is specified to
occur.

         

        (v) In the
case of an Award providing for distribution or settlement upon vesting or the
lapse of a risk of forfeiture, if the time of such distribution or settlement is
not otherwise specified in the Plan or an Award Agreement or other governing
document, the distribution or settlement shall be made not later than March 15
of the year following the year in which the Award vested or the risk of
forfeiture lapsed.

         

        (f) Costs of
Plan. The costs
and expenses of administering the Plan shall be borne by the
Company.

         

        (g) Governing
Law. The Plan and
all actions taken thereunder shall be governed by and construed in accordance
with the laws of the State of Texas.

         

        (h) Effective
Date. This Plan,
having been approved by the Committee and the Board on March 23, 2005, and
approved by the Company’s shareholders on May 10, 2005, is effective as of
May 11, 2005.  Plan Amendment Nos. 1, 2, and 3 dated May 9, 2006,
February 19, 2007, and May 8, 2007, respectively, have been incorporated into
this First Amended and Restated Plan dated November 4, 2008.

         

         

        


          
            	 
      	
                    SWIFT
      ENERGY COMPANY, a Texas corporation

                  
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                    /s/Clyde
      W. Smith, Jr.

                  
	 
      	
                    Clyde
      W. Smith, Jr

                  
	 
      	
                    Chairman,
      Compensation
Committee

                  


          










          
            
              
                


                 

              

               


            

            
              14