Unassociated Document


     

    Exhibit
      10.1

    

      AMENDED
        AND RESTATED

      ENERJEX
        RESOURCES, INC.

      STOCK
        INCENTIVE PLAN

      (As
        amended through October 14, 2008)

      


      1.
        PURPOSE.
        The
        purpose of the Amended and Restated EnerJex Resources, Inc. Stock Incentive
        Plan
        (the “Plan”) is to strengthen EnerJex Resources, Inc., a Nevada corporation
        (“Corporation”), by providing to employees, officers, directors, consultants and
        independent contractors of the Corporation or any of its subsidiaries (including
        dealers, distributors, and other business entities or persons providing services
        on behalf of the Corporation or any of its subsidiaries) added incentive
        for
        high levels of performance and unusual efforts to increase the earnings of
        the
        Corporation. The Plan seeks to accomplish this purpose by enabling specified
        persons to acquire shares of the common stock of the Corporation, $0.001
        par
        value, thereby increasing their proprietary interest in the Corporation’s
        success and encouraging them to remain in the employ or service of the
        Corporation. Further purposes of the Plan are:

      


      	·  	
              To
                provide officers and other employees of the Corporation with opportunities
                to purchase stock pursuant to options which qualify as “incentive stock
                options” under Section 422 of the Internal Revenue Code of 1986, as
                amended (the “Code”), granted hereunder (“ISO” or “ISOs”);
                

            


      


      	·  	
              To
                provide directors, officers, employees, consultants and independent
                contractors of the Corporation with opportunities to purchase stock
                pursuant to options granted hereunder, which do not qualify as ISOs
                (“Non-Qualified Option” or “Non-Qualified Options”); and
                

            


      


      	·  	
              To
                provide directors, officers, employees, consultants and independent
                contractors of the Corporation with opportunities to make direct
                purchases
                of or be granted shares of restricted stock (“Restricted
                Stock”).

            


      


      Both
        ISOs
        and Non-Qualified Options are referred to hereafter individually as an “Option”
and collectively as “Options.” 

      


      As
        used
        herein, the terms “Parent” and “Subsidiary” mean “Parent Corporation” and
“subsidiary corporation” as those terms are defined in Section 425 of the Code.


      


      2.
        CERTAIN DEFINITIONS. As
        used
        in this Plan, the following words and phrases shall have the respective meanings
        set forth below, unless the context clearly indicates a contrary meaning:
        

      


      2.1
        “Award
        Agreement”:
        The
        document setting forth the terms and conditions of each Option or Restricted
        Stock grant. 

      


      2.2
        “Board
        of Directors”:
        The
        Board of Directors of the Corporation.

      


      2.3
        “Code”:
        The
        Internal Revenue Code of 1986, as amended. 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      2.4
        “Committee”:
        The
        Committee means the Governance, Compensation and Nominating Committee of
        the
        Corporation’s Board of Directors.

      


      2.5
        “Fair
        Market Value Per Share”:
        The
        fair market value per share of the Shares as determined by the Committee
        in good
        faith. The Committee is authorized to make its determination as to the fair
        market value per share of the Shares on the following basis: (i) if the Shares
        are traded only otherwise than on a securities exchange and are not quoted
        on
        the National Association of Securities Dealers’ Automated Quotation System
        (“NASDAQ”), but are quoted on the bulletin board or in the “pink sheets”, the
        greater of (a) the average of the mean between the average daily bid and
        average
        daily asked prices of the Shares during the thirty (30) day period preceding
        the
        date of grant of an Option, as quoted on the bulletin board or in the “pink
        sheets”, or (b) the mean between the average daily bid and average daily asked
        prices of the Shares on the date of grant, as published on the bulletin board
        or
        in such “pink sheets;” (ii) if the Shares are traded only otherwise than on a
        securities exchange and are quoted on NASDAQ, the greater of (a) the average
        of
        the mean between the closing bid and closing asked prices of the Shares during
        the thirty (30) day period preceding the date of grant of an Option, as reported
        by the Wall Street Journal and (b) the mean between the closing bid and closing
        asked prices of the Shares on the date of grant of an Option, as reported
        by the
        Wall Street Journal; (iii) if the Shares are admitted to trading on a securities
        exchange, the daily closing price of the Shares on the date of grant of an
        Option, as quoted in the Wall Street Journal; or (iv) if the Shares are traded
        only otherwise than as described in (i), (ii) or (iii) above, or if the Shares
        are not publicly traded, the value determined by the Committee in good faith
        based upon the fair market value as determined by completely independent
        and
        well qualified experts.

      


      2.6
        “Grantee”:
        A
        holder of an Option or Restricted Stock. 

      


      2.7
        “Incentive
        Stock Option”:
        An
        Option intended to qualify for treatment as an incentive stock option under
        Code
        Sections 421 and 422A, and designated as an Incentive Stock Option.


      


      2.8
        “Nonqualified
        Option”:
        An
        Option not qualifying as an Incentive Stock Option. 

      


      2.9
        “Option”:
        A
        stock option granted under the Plan.

      


      2.10
        “Restricted
        Stock”:
        Shares
        subject to restrictions determined by the Committee, or federal or state
        securities laws.

      


      2.11
        “Shares”:
        The
        shares of common stock $.001 par value of the Corporation.

      


      3.
        ADMINISTRATION OF PLAN.

      


      3.1
        In
        General.
        This
        Plan shall be administered by the Committee. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3.2
        Authority.
        Subject
        to the express provisions of this Plan, the Committee shall have the authority
        to: (i) construe and interpret the Plan, decide all questions and settle
        all
        controversies and disputes which may arise in connection with the Plan and
        to
        define the terms used therein; (ii) prescribe, amend and rescind rules and
        regulations relating to administration of the Plan; (iii) determine the purchase
        price of the Shares covered by Options and Restricted Stock, if any, and
        the
        method of payment of such price, individuals to whom, and the time or times
        at
        which, Options or Restricted Stock shall be granted and exercisable and the
        number of Shares covered by Options or Restricted Stock; (iv) determine the
        terms and provisions of the respective Award Agreements (which need not be
        identical); (v) determine the duration and purposes of leaves of absence
        which
        may be granted to Grantees without constituting a termination of their
        employment for purposes of the Plan; (vi) determine whether each Option granted
        shall be an ISO or a Non-Qualified Option; (vii) determine the time or times
        and
        specific conditions and restrictions subject to Options or Restricted Stock
        and
        the nature of those conditions or restrictions; and (viii) make all other
        determinations necessary or advisable to the administration of the Plan.
        Determinations of the Committee on matters referred to in this Section 3
        shall
        be conclusive and binding on all parties howsoever concerned. With respect
        to
        ISOs, the Committee shall administer the Plan in compliance with the provisions
        of Code Section 422A as the same may hereafter be amended from time to time.
        No
        member of the Committee shall be liable for any action or determination made
        in
        good faith with respect to the Plan or any Option or Restricted Stock
        grant.

      


      4.
        ELIGIBILITY AND PARTICIPATION.

      


      4.1
        In
        General.
        Only
        officers, employees and directors who are also employees of the Corporation
        or
        any Subsidiary shall be eligible to receive grants of ISOs. Officers, employees
        and directors (whether or not they are also employees) of the Corporation
        or any
        Subsidiary, as well as consultants, independent contractors or other service
        providers of the Corporation or any Subsidiary shall be eligible to receive
        grants of Nonqualified Options and Restricted Stock. Within the foregoing
        limits, the Committee, from time to time, shall determine and designate persons
        to whom Options or Restricted Stock may be granted. All such designations
        shall
        be made in the absolute discretion of the Committee and shall not require
        the
        approval of the stockholders. In determining (i) the number of Shares to
        be
        covered by each Option or Restricted Stock grant, (ii) the purchase price
        for
        such Shares and the method of payment of such price (subject to the other
        sections hereof), (iii) the individuals of the eligible class to whom Options
        or
        Restricted Stock shall be granted, (iv) the terms and provisions of the
        respective Award Agreements, and (v) the times at which such Options or
        Restricted Stock shall be granted, the Committee shall take into account
        such
        factors as it shall deem relevant in connection with accomplishing the purpose
        of the Plan as set forth in Section 1. An individual who has been granted
        an
        Option or Restricted Stock may be granted an additional Option or Restricted
        Stock if the Committee shall so determine. No Option or Restricted Stock
        shall
        be granted under the Plan after October 13, 2018, but Options or Restricted
        Stock granted before such date may be exercisable or vest after such
        date.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      4.2
        Certain
        Limitations.
        In no
        event shall ISOs be granted to a Grantee such that the sum of (i) the aggregate
        fair market value (determined at the time the ISOs are granted) of the Shares
        subject to all Options granted under the Plan which are exercisable for the
        first time during the same calendar year, plus (ii) the aggregate fair market
        value (determined at the time the Options are granted) of all stock subject
        to
        all other ISOs granted to such Grantee by the Corporation, its parent and
        Subsidiaries which are exercisable for the first time during such calendar
        year,
        exceeds One Hundred Thousand Dollars ($100,000). For purposes of the immediately
        preceding sentence, fair market value shall be determined as of the date
        of
        grant based on the Fair Market Value Per Share as determined pursuant to
        Section
        2.5.

      


      5.
        AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN
        CAPITALIZATION.

      


      5.1
        Shares.
        Subject
        to adjustment as provided in Section 5.2 below, the total number of Shares
        to be
        subject to Options and Restricted Stock awards granted pursuant to this Plan
        shall not exceed One Million Two Hundred Fifty Thousand (1,250,000) Shares.
        Shares subject to the Plan may be either authorized but unissued shares or
        shares that were once issued and subsequently reacquired by the Corporation;
        the
        Committee shall be empowered to take any appropriate action required to make
        Shares available for Options or Restricted Stock granted under this Plan.
        If (i)
        any Option is surrendered before exercise or lapses without exercise in full
        or
        for any other reason ceases to be exercisable, or (ii) Restricted Stock is
        surrendered before vesting or lapses without vesting in full or for any other
        reason ceases to be outstanding, the Shares reserved therefore shall continue
        to
        be available under the Plan. The maximum number of Options that may be granted
        to a Grantee in any fiscal year of the Corporation is 500,000. The maximum
        number of Shares subject to a Restricted Stock award to a Grantee in any
        fiscal
        year of the Corporation is 250,000.

      


      5.2
        Adjustments.
        As used
        herein, the term “Adjustment Event” means an event pursuant to which the
        outstanding Shares of the Corporation are increased, decreased or changed
        into,
        or exchanged for a different number or kind of shares or securities, without
        receipt of consideration by the Corporation, through reorganization, merger,
        recapitalization, reclassification, stock split, reverse stock split, stock
        dividend, stock consolidation or otherwise. Upon the occurrence of an Adjustment
        Event, (i) appropriate and proportionate adjustments shall be made to the
        number
        and kind of Shares and exercise price for the Shares subject to the Options
        or
        Restricted Stock grants which may thereafter be granted under this Plan,
        (ii)
        appropriate and proportionate adjustments shall be made to the number and
        kind
        of and exercise price for the Shares subject to the then outstanding Options
        or
        Restricted Stock granted under this Plan, and (iii) appropriate amendments
        to
        the Award Agreements shall be executed by the Corporation and the Grantees,
        if
        the Committee determines that such an amendment is necessary or desirable
        to
        reflect such adjustments. If determined by the Committee to be appropriate,
        in
        the event of an Adjustment Event that involves the substitution of securities
        of
        a corporation other than the Corporation, the Committee shall make arrangements
        for the assumptions by such other corporation of any Options or Restricted
        Stock
        then or thereafter outstanding under the Plan. Notwithstanding the foregoing,
        such adjustment in an outstanding Option or Restricted Stock award shall
        be made
        without change in the total exercise price applicable to the unexercised
        portion
        of the Option or Restricted Stock, but with an appropriate adjustment to
        the
        number of shares, kind of shares and exercise price for each share subject
        to
        the Option or Restricted Stock award. The determination by the Committee
        as to
        what adjustments, amendments or arrangements shall be made pursuant to this
        Section 5.2, and the extent thereof, shall be final and conclusive. No
        fractional Shares shall be issued under the Plan on account of any such
        adjustment or arrangement.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      6.
        TERMS AND CONDITIONS OF GRANTS.

      


      6.1
        Intended
        Treatment as ISOs.
        ISOs
        granted pursuant to this Plan are intended to be “incentive stock options” to
        which Code Sections 421 and 422 apply, and the Plan shall be construed and
        administered to implement that intent. If all or any part of an ISO shall
        not be
        an “incentive stock option” subject to Sections 421 or 422 of the Code, such
        Option shall nevertheless be valid and carried into effect. All Options granted
        under this Plan shall be subject to the terms and conditions set forth in
        this
        Section 6 (except as provided in Section 5.2) and to such other terms and
        conditions as the Committee shall determine to be appropriate to accomplish
        the
        purpose of the Plan as set forth in Section 1.

      


      6.2
        Amount
        and Payment of Exercise Price for Options.

      


      6.2.1
        Exercise
        Price.
        The
        exercise price per Share for each Share which the Grantee is entitled to
        purchase under a Nonqualified Option shall be determined by the Committee
        but
        shall not be less than one hundred percent (100%) of the Fair Market Value
        Per
        Share on the date of the grant of the Nonqualified Option. The exercise price
        per Share for each Share which the Grantee is entitled to purchase under
        an ISO
        shall be determined by the Committee but shall not be less than 100% of the
        Fair
        Market Value Per Share on the date of the grant of the ISO; provided, however,
        that the exercise price shall not be less than one hundred ten percent (110%)
        of
        the Fair Market Value Per Share on the date of the grant of the ISO in the
        case
        of an individual then owning (within the meaning of Code Section 425(d))
        more
        than ten percent (10%) of the total combined voting power of all classes
        of
        stock of the Corporation or of its parent or Subsidiaries.

      


      6.2.2
        Payment
        of Exercise Price.
        The
        consideration to be paid for the Shares to be issued upon exercise of an
        Option,
        including the method of payment, shall be determined by the Committee and
        may
        consist of shares of the common stock of the Corporation or such other
        consideration and method of payment for the Shares as may be permitted under
        applicable state and federal laws. 

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      6.3
        Exercise
        of Options.

      


      6.3.1
        Each Option granted under this Plan shall be exercisable at such times and
        under
        such conditions as may be determined by the Committee at the time of the
        grant
        of the Option and as shall be permissible under the terms of the Plan; provided,
        however, in no event shall an Option be exercisable after the expiration
        of ten
        (10) years from the date it is granted, and in the case of a Grantee owning
        (within the meaning of Code Section 425(d)), at the time an ISO is granted,
        more
        than ten percent (10%) of the total combined voting power of all classes
        of
        stock of the Corporation or of its parent or Subsidiaries, such ISO shall
        not be
        exercisable later than five (5) years after the date of grant.

      


      6.3.2
        A
        Grantee may purchase less than the total number of Shares for which the Option
        is exercisable. 

      


      6.4
        Grant
        of Restricted Stock.
        Subject
        to the terms and provisions of this Plan, the Committee, at any time and
        from
        time to time, may grant Shares of Restricted Stock to Grantees in such amounts
        as the Committee, in its sole discretion, shall determine. The Committee,
        in its
        sole discretion, shall determine the number of Shares to be granted to each
        Grantee. 

      


      6.4.1
        Restricted
        Stock Agreement.
        Each
        award of Restricted Stock shall be evidenced by an Award Agreement that shall
        specify the period of restriction, the number of Shares granted, and such
        other
        terms and conditions as the Committee, in its sole discretion, shall determine.
        Unless the Committee, in its sole discretion, determines otherwise, Shares
        of
        Restricted Stock shall be held by the Corporation as escrow agent until the
        end
        of the applicable period of restriction.

      


      6.4.2
        Transferability.
        Except
        as provided in this Section 6.4, Shares of Restricted Stock may not be sold,
        transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated
        or
        hypothecated, voluntarily or involuntarily, until the end of the applicable
        period of restriction. 

      


      6.4.3
        Other
        Restrictions.
        The
        Committee, in its sole discretion, may impose such other restrictions on
        Shares
        of Restricted Stock as it may deem advisable or appropriate in accordance
        with
        this Section 6.4.

      


      6.4.3.1
        General
        Restrictions.
        The
        Committee may set restrictions based upon (a) the achievement of specific
        performance objectives (Corporation-wide, divisional or individual), (b)
        applicable Federal or state securities laws, or (c) any other basis determined
        by the Committee in its sole discretion.

      


      6.4.3.2
        Legend
        on Certificates.
        The
        Committee, in its sole discretion, may legend the certificates representing
        Restricted Stock to give appropriate notice of such restrictions. For example,
        the Committee may determine that some or all certificates representing Shares
        of
        Restricted Stock shall bear the following legend:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “THE
        SALE
        OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE,
        WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN
        RESTRICTIONS ON TRANSFER AS SET FORTH IN THE ENERJEX RESOURCES, INC. STOCK
        INCENTIVE PLAN, AND IN A RESTRICTED STOCK AGREEMENT. A COPY OF THIS PLAN
        AND
        SUCH RESTRICTED STOCK AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF ENERJEX
        RESOURCES, INC.”

      
        


        6.4.4
          Removal
          of Restrictions.
          Except
          as otherwise provided in this Section 6.4, Shares of Restricted Stock covered
          by
          each Restricted Stock grant made under this Plan shall be released from
          escrow
          as soon as practicable after the end of the applicable period of restriction.
          The Committee, in its sole discretion, may accelerate the time at which
          any
          restrictions shall lapse and remove any restrictions. After the end of
          the
          applicable period of restriction, the Grantee shall be entitled to have
          any
          legend or legends under Section 6.4.3.2 removed from his or her Share
          certificate, and the Shares shall be freely transferable by the
          Grantee.

      

      


      6.4.5
        Voting
        Rights.
        During
        the period of restriction, Grantees holding Shares of Restricted Stock granted
        hereunder may exercise full voting rights with respect to those Shares, unless
        the applicable Award Agreement provides otherwise.

      


      6.4.6
        Dividends
        and Other Distributions.
        During
        the period of restriction, Grantees holding Shares of Restricted Stock shall
        be
        entitled to receive all dividends and other distributions paid with respect
        to
        such Shares unless otherwise provided in the applicable Award Agreement.
        If any
        such dividends or distributions are paid in Shares, the Shares shall be subject
        to the same restrictions on transferability and forfeitability as the Shares
        of
        Restricted Stock with respect to which they were paid.

      


      6.4.7
        Return
        of Restricted Stock to Corporation.
        On the
        date set forth in the applicable Award Agreement, the Restricted Stock for
        which
        restrictions have not lapsed shall revert to the Corporation and thereafter
        shall be available for grant under this Plan.

      


      6.5
        Nontransferability of Options.
        All
        Options granted under this Plan shall be nontransferable, either voluntarily
        or
        by operation of law, otherwise than by will or the laws of descent and
        distribution, and shall be exercisable during the Grantee’s lifetime only by
        such Grantee.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      6.6
        Effect
        of Termination of Employment or Other Relationship.
        Except
        as otherwise determined by the Committee in connection with the grant of
        Options, the effect of termination of a Grantee’s employment or other
        relationship with the Corporation on such Grantee’s rights to acquire Shares
        pursuant to the Plan shall be as follows:

      


      6.6.1
        Termination
        for Other than Disability, Death or Cause.
        If a
        Grantee ceases to be employed by, or ceases to have a relationship with,
        the
        Corporation for any reason other than for disability, death or cause, such
        Grantee’s Options shall expire not later than three (3) months thereafter.
        During such three (3) month period and prior to the expiration of the Option
        by
        its terms, the Grantee may exercise any Option granted to him, but only to
        the
        extent such Options were exercisable on the date of termination of his
        employment or relationship and except as so exercised, such Options shall
        expire
        at the end of such three (3) month period unless such Options by their terms
        expire before such date. The decision as to whether a termination for a reason
        other than disability, cause or death has occurred shall be made by the
        Committee, whose decision shall be final and conclusive, except that employment
        shall not be considered terminated in the case of sick leave or other bona
        fide
        leave of absence approved by the Corporation.

      


      6.6.2
        Disability
        or Death.
        If a
        Grantee ceases to be employed by, or ceases to have a relationship with,
        the
        Corporation by reason of disability (within the meaning of Code Section
        22(e)(3)) or death, such Grantee’s Options shall expire not later than one (1)
        year thereafter. During such one (1) year period and prior to the expiration
        of
        the Option by its terms, the Grantee may exercise any Option granted to him,
        but
        only to the extent such Options were exercisable on the date the Grantee
        ceased
        to be employed by, or ceased to have a relationship with, the Corporation
        by
        reason of disability or death and except as so exercised, such Options shall
        expire at the end of such one (1) year period unless such Options by their
        terms
        expire before such date. The decision as to whether a termination by reason
        of
        disability or death has occurred shall be made by the Committee, whose decision
        shall be final and conclusive.

      


      6.6.3
        Termination
        for Cause.
        If a
        Grantee’s employment by, or relationship with, the Corporation or any of its
        Subsidiaries is terminated for cause, such Grantee’s Option shall expire
        immediately; provided, however, the Committee may, in its sole discretion,
        within thirty (30) days of such termination, waive the expiration of the
        Option
        by giving written notice of such waiver to the Grantee at such Grantee’s last
        known address. In the event of such waiver, the Grantee may exercise the
        Option
        only to such extent, for such time, and upon such terms and conditions as
        if
        such Grantee had ceased to be employed by, or ceased to have a relationship
        with, the Corporation upon the date of such termination for a reason other
        than
        disability, cause, or death. Termination for cause shall include termination
        for
        malfeasance or gross misfeasance in the performance of duties or conviction
        of
        illegal activity in connection therewith or any conduct detrimental to the
        interests of the Corporation. The determination of the Committee with respect
        to
        whether a termination for cause has occurred shall be final and
        conclusive.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      6.7
        Withholding
        of Taxes.
        The
        Corporation or any Subsidiary shall have the authority and the right to deduct
        or withhold, or require a Grantee to remit to the Corporation, an amount
        sufficient to satisfy federal, state, local and foreign taxes (including
        the
        Grantee's employment tax obligations) required by law to be withheld with
        respect to any taxable event concerning a Grantee arising as a result of
        this
        Plan. The Committee may in its discretion and in satisfaction of the foregoing
        requirement allow a Grantee to elect to have the Corporation withhold Shares
        otherwise issuable under an Award Agreement (or allow the return of Shares
        )
        having a Fair Market Value equal to the sums required to be withheld.
        Notwithstanding any other provision of the Plan, the number of Shares which
        may
        be withheld with respect to the issuance, vesting, exercise or payment of
        any
        award (or which may be repurchased from the Grantee of such award within
        six
        months after such Shares were acquired by the Grantee from the Corporation)
        in
        order to satisfy the Grantee's federal, state, local and foreign income and
        payroll tax liabilities with respect to the issuance, vesting, exercise or
        payment of the award shall be limited to the number of Shares which have
        a Fair
        Market Value on the date of withholding or repurchase equal to the aggregate
        amount of such liabilities based on the minimum statutory withholding rates
        for
        federal, state, local and foreign income tax and payroll tax purposes that
        are
        applicable to such supplemental taxable income.

      


      6.8
        No
        Rights to Continued Employment or Relationship.
        Nothing
        contained in this Plan or in any Award Agreement shall obligate the Corporation
        to employ or have another relationship with any Grantee for any period or
        interfere in any way with the right of the Corporation to reduce such Grantee’s
        compensation or to terminate the employment of or relationship with any Grantee
        at any time.

      


      6.9
        Privileges
        of Stock Ownership.
        No
        Grantee shall be entitled to the privileges of stock ownership as to any
        Shares
        not actually issued to such Grantee. No Shares shall be issued unless and
        until,
        in the opinion of the Corporation’s counsel, any then applicable requirements of
        any laws or governmental or regulatory agencies having jurisdiction and of
        any
        exchanges upon which the stock of the Corporation may be listed shall have
        been
        fully complied with.

      


      6.10
        Securities
        Laws Compliance.
        The
        Corporation will diligently endeavor to comply with all applicable securities
        laws before any Options or Restricted Stock are granted under the Plan and
        before any Shares are issued pursuant to Options or as Restricted Stock.
        Without
        limiting the generality of the foregoing, the Corporation may require from
        the
        Grantee such investment representation or such agreement, if any, as counsel
        for
        the Corporation may consider necessary or advisable in order to comply with
        the
        Securities Act of 1933 as then in effect, and may require that the Grantee
        agree
        that any sale of the Shares will be made only in such manner as is permitted
        by
        the Committee. The Committee in its discretion may cause the Shares underlying
        the Options or subject to Restricted Stock grants to be registered under
        the
        Securities Act of 1933, as amended, by the filing of a Form S-8 Registration
        Statement covering the Shares available for grant or issuance under this
        Plan.
        Grantee shall take any action reasonably requested by the Corporation in
        connection with registration or qualification of the Shares under federal
        or
        state securities laws.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      6.11
        Award
        Agreement.
        Each
        Option and Restricted Stock granted under this Plan shall be evidenced by
        the
        appropriate written Award Agreement executed by the Corporation and the Grantee
        and shall contain each of the provisions and agreements specifically required
        to
        be contained therein pursuant to this Section 6, and such other terms and
        conditions as are deemed desirable by the Committee and are not inconsistent
        with the purpose of the Plan as set forth in Section 1.

      


      7.
        PLAN AMENDMENT AND TERMINATION.

      


      7.1
        Authority
        of Committee.
        The
        Committee may at any time discontinue granting Options or Restricted Stock
        under
        the Plan or otherwise suspend, amend or terminate the Plan and may, with
        the
        consent of a Grantee, make such modification of the terms and conditions
        of such
        Grantee’s Option or Restricted Stock grant as it shall deem advisable; provided
        that, except as permitted under the provisions of Section 5.2, the Committee
        shall have no authority to make any amendment or modification to this Plan
        or
        any outstanding Option or Restricted Stock grant thereunder which would:
        (i)
        increase the maximum number of shares which may be purchased pursuant to
        Options
        or Restricted Stock granted under the Plan, either in the aggregate or by
        a
        Grantee (except pursuant to Section 5.2); (ii) change the designation of
        the
        class of the employees eligible to receive ISOs; (iii) extend the term of
        the
        Plan or the maximum Option period thereunder; (iv) decrease the minimum ISO
        price or permit reductions of the price at which shares may be purchased
        for
        ISOs granted under the Plan; or (v) cause ISOs issued under the Plan to fail
        to
        meet the requirements of incentive stock options under Code Section 422.
        An
        amendment or modification made pursuant to the provisions of this Section
        7
        shall be deemed adopted as of the date of the action of the Committee effecting
        such amendment or modification and shall be effective immediately, unless
        otherwise provided therein, subject to approval thereof (1) within twelve
        (12)
        months before or after the effective date by stockholders of the Corporation
        holding not less than a majority vote of the voting power of the Corporation
        voting in person or by proxy at a duly held stockholders meeting when required
        to maintain or satisfy the requirements of Code Section 422 with respect
        to
        ISOs, and (2) by any appropriate governmental agency. No Option or Restricted
        Stock may be granted during any suspension or after termination of the Plan.
        

      


      7.2
        Ten
        (10) Year Maximum Term.
        Unless
        previously terminated by the Committee, this Plan shall terminate on October
        13,
        2018, and no Options shall be granted under the Plan thereafter.

      


      7.3
        Effect
        on Outstanding Options.
        Amendment, suspension or termination of this Plan shall not, without the
        consent
        of the Grantee, alter or impair any rights or obligations under any Option
        theretofore granted.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      8.
        EFFECTIVE DATE OF PLAN.
        This
        Plan was originally adopted effective as of May 4, 2007, and was scheduled
        to
        terminate on August 1, 2012. The maximum number of shares available for award
        under the original Plan was 1,000,000 shares. The Plan is being amended and
        restated in its entirety effective as of October 14, 2008, upon the approval
        by
        the affirmative vote of a majority of the issued and outstanding Shares of
        common stock of the Corporation represented at a duly held meeting at which
        a
        quorum was present. 

      


      9.
        MISCELLANEOUS PROVISIONS.

      


      9.1
        Exculpation
        and Indemnification.
        The
        Corporation shall indemnify and hold harmless the Committee from and against
        any
        and all liabilities, costs and expenses incurred by such persons as a result
        of
        any act, or omission to act, in connection with the performance of such persons’
duties, responsibilities and obligations under the Plan, other than such
        liabilities, costs and expenses as may result from the gross negligence,
        bad
        faith, willful conduct and/or criminal acts of such persons.

      


      9.2
        Governing
        Law.
        The
        Plan shall be governed and construed in accordance with the laws of the State
        of
        Nevada and the Code.

      


      9.3
        Compliance
        with Applicable Laws.
        The
        inability of the Corporation to obtain from any regulatory body having
        jurisdiction authority deemed by the Corporation’s counsel to be necessary to
        the lawful issuance and sale of any Shares upon the exercise of an Option
        or
        Restricted Stock grant shall relieve the Corporation of any liability in
        respect
        of the non-issuance or sale of such Shares as to which such requisite authority
        shall not have been obtained.

      


      


      
        	 	
                As
                  approved by the Governance, Compensation and Nominating Committee
                  of the
                  Board of Directors on September 12, 2008 and a majority of the
                  outstanding
                  shares of common stock of EnerJex Resources, Inc. represented at
                  a meeting
                  on October 14, 2008.

              


      

    

     

    
      

        
          	 	
                  By:
                    /s/
                    C. Stephen Cochennet        

                
	 	    
C.
                  Stephen Cochennet,
                  Secretary


        

      

       

      
        
          
          

        

        
          11