Exhibit 10.1


 


U.S.
ENERGY CORP.


2021
EQUITY INCENTIVE PLAN


 


TABLE
OF CONTENTS


 


	ARTICLE
    I. PREAMBLE	1
	 	 
	ARTICLE
    II. DEFINITIONS	1
	 	 
	ARTICLE
    III. ADMINISTRATION	7
	 	 
	ARTICLE
    IV. INCENTIVE STOCK OPTIONS	11
	 	 
	ARTICLE
    V. NONQUALIFIED STOCK OPTIONS	12
	 	 
	ARTICLE
    VI. INCIDENTS OF STOCK OPTIONS	13
	 	 
	ARTICLE
    VII. RESTRICTED STOCK	15
	 	 
	ARTICLE
    VIII. STOCK AWARDS	17
	 	 
	ARTICLE
    IX. PERFORMANCE SHARES	17
	 	 
	ARTICLE
    X. CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES	18
	 	 
	ARTICLE
    XI. AMENDMENT AND TERMINATION	20
	 	 
	ARTICLE
    XII. SECURITIES MATTERS AND REGULATIONS	21
	 	 
	ARTICLE
    XIII. SECTION 409A OF THE CODE	21
	 	 
	ARTICLE
    XIV. MISCELLANEOUS PROVISIONS	22


 




    	2021 Equity Incentive Plan | U.S. Energy Corp.




     


    

 


U.S.
ENERGY CORP.


 


2021
EQUITY INCENTIVE PLAN


 


ARTICLE
I.


PREAMBLE


 


1.1.
This 2021 Equity Incentive Plan of U.S. Energy Corp. (the “Company”) is intended to secure for the Company
and its Affiliates the benefits arising from ownership of the Company’s Common Stock by the Employees, Officers, Directors and
Consultants of the Company and its Affiliates, all of whom are and will be responsible for the Company’s future growth. The Plan
is designed to help attract and retain for the Company and its Affiliates personnel of superior ability for positions of exceptional
responsibility, to reward Employees, Officers, Directors and Consultants for their services and to motivate such individuals through
added incentives to further contribute to the success of the Company and its Affiliates. With respect to persons subject to Section 16
of the Act, transactions under this Plan are intended to satisfy the requirements of Rule 16b-3 of the Act.


 


1.2.
Awards under the Plan may be made to an Eligible Person in the form of (i) Incentive Stock Options (to Eligible Employees only); (ii)
Nonqualified Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares; or (vi) any combination of the foregoing.


 


1.3.
The Company’s Board of Directors adopted the Plan on April [ ], 2021, subject to shareholder approval (the “Adoption
Date”). This Plan shall be subject to shareholder approval and shall not become effective until approved by shareholders.
The date of such shareholder approval shall be defined as the “Effective Date”. Shareholder approval is to
be obtained in accordance with the Company’s Articles of Incorporation and Bylaws, each as amended, and Applicable Laws. Unless
sooner terminated as provided elsewhere in this Plan, this Plan shall terminate upon the close of business on the day next preceding
the tenth (10th) anniversary of the Adoption Date. Award Agreements outstanding on such date shall continue to have force and effect
in accordance with the provisions thereof.


 


1.4.
The Plan shall be governed by, and construed in accordance with, the laws of the State of Wyoming (except its choice-of-law provisions).


 


1.5.
Capitalized terms shall have the meaning provided in ARTICLE II unless otherwise provided in this Plan or any related Award Agreement.


 


ARTICLE
II.


DEFINITIONS


 


DEFINITIONS.
Except where the context otherwise indicates, the following definitions apply:


 


2.1.
“Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	1 of 25




     


    

 


2.2.
“Adoption Date” has the meaning given to such term in Section 1.3.


 


2.3.
“Administrator” means the Board or a Committee.


 


2.4.
“Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereinafter
existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.


 


2.5.
“Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited
to, all applicable U.S. federal, state or local laws, any Stock Exchange rules or regulations and the applicable laws, rules or regulations
of any other country or jurisdiction where Awards are granted under the Plan or Participants reside or provide services, as such laws,
rules and regulations shall be in effect from time to time.


 


2.6.
“Available Shares” means the sum of (i) one million (1,000,000) shares of Common Stock, and (ii) an annual
increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”),
in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal
to the lesser of (A) five percent (5%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately
preceding fiscal year; (B) one million (1,000,000) shares of Common Stock; and (C) such smaller number of shares as determined by the
Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the
Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as
Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall
not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share
Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the
Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.


 


2.7.
“Award” means an award granted to a Participant in accordance with the provisions of the Plan, including, but
not limited to, Stock Options, Restricted Stock, Stock Awards, Performance Shares, or any combination of the foregoing.


 


2.8.
“Award Agreement” means the separate written agreement evidencing each Award granted to a Participant under
the Plan.


 


2.9.
“Board of Directors” or “Board” means the Board of Directors of the Company, as constituted
from time to time.


 


2.10.
“Bylaws” means the Company’s Bylaws as amended and restated from time to time.


 


2.11.
“Change of Control” means (i) the adoption of a plan of merger or consolidation of the Company with any other
corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less
than 50% of the voting capital stock of the surviving or resulting corporation; (ii) the approval by the Board of Directors of an agreement
providing for the sale or transfer (other than as security for obligations of the Company) of substantially all the assets of the Company;
or (iii) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company’s
voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or
indirectly controls, is controlled by, or is under common control with, the Company).


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	2 of 25




     


    

 


2.12.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated
thereunder.


 


2.13.
“Committee” means a committee of two or more members of the Board appointed by the Board in accordance with
Section 3.2 of the Plan. In the event the Company has not designated a Committee pursuant to Section 3.2 of the Plan, “Committee”
shall refer to the Compensation Committee of the Company (in the event the Compensation Committee has authority to administer the Plan),
if any, or the Board of Directors of the Company.


 


2.14.
“Common Stock” means the Company’s common stock.


 


2.15.
“Company” means U.S. Energy Corp., a Wyoming corporation.


 


2.16.
“Consultant” means any person, including an advisor engaged by the Company or an Affiliate to render bona fide
consulting or advisory services to the Company or an Affiliate, other than as an Employee, Director or Non-Employee Director.


 


2.17.
“Continuous Service Status” means the absence of any interruption or termination of service as an Employee
or Consultant (unless otherwise provided for in the applicable Award Agreement), as determined by the Administrator in good faith and
subject to Applicable Laws. Subject to Applicable Laws, the Administrator shall determine whether a leave of absence, or absence in military
or government service, shall constitute an interruption of Continuous Service Status; provided, however, that, (i) if an Employee is
holding an Incentive Stock Option and such leave exceeds 3 months, then, for purposes of Incentive Stock Option status only, such Employee’s
service as an Employee shall be deemed terminated on the 1st day following such 3-month period, and the Incentive Stock Option shall
thereafter automatically become a Nonqualified Stock Option in accordance with Applicable Laws, unless reemployment upon the expiration
of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy, and (ii) the Administrator
shall not have any such discretion to the extent that the grant of such discretion would cause any tax to become due under Section 409A
of the Code. Also, Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case
of a transfer between locations of the Company or between the Company, its subsidiaries or Affiliates, or their respective successors.


 


2.18.
“Director” means a member of the Board of Directors of the Company.


 


2.19.
“Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of
the Code.


 


2.20.
“Effective Date” shall be the date set forth in Section 1.3 of the Plan.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	3 of 25




     


    

 


2.21.
“Eligible Employee” means an Eligible Person who is an Employee of the Company or any Affiliate.


 


2.22.
“Eligible Person” means any Employee, Officer, Director, Non-Employee Director or Consultant of the Company
or any Affiliate, except for instances where services are in connection with the offer or sale of securities in a capital-raising transaction,
or they directly or indirectly promote or maintain a market for the Company’s securities, subject to any other limitations as may
be provided by the Code, the Act, or the Administrator. In making such determinations, the Administrator may take into account the nature
of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other
factors as the Administrator in its discretion shall deem relevant.


 


2.23.
“Employee” means an individual who is a common-law employee of the Company or an Affiliate including employment
as an Officer. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient
to constitute “employment” by the Company or an Affiliate.


 


2.24.
“ERISA” means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended.


 


2.25.
“Fair Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common
Stock determined as follows:


 


2.25.1
If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the NYSE American,
Nasdaq National Market or The Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


2.25.2
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported for the date in question,
or the Common Stock is quoted on an over-the-counter market, the Fair Market Value will be the mean between the high bid and low asked
prices for the Common Stock for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or


 


2.25.3
In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 


2.25.4
The Administrator also may adopt a different methodology for determining Fair Market Value with respect to one or more Awards if a different
methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular Award(s) (for
example, and without limitation, the Administrator may provide that Fair Market Value for purposes of one or more Awards will be based
on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	4 of 25




     


    

 


2.26.
“Grant Date” means, as to any Award, the latest of:


 


2.26.1
the date on which the Administrator authorizes the grant of the Award; or


 


2.26.2
the date the Participant receiving the Award becomes an Employee or a Director of the Company or its Affiliate, to the extent employment
status is a condition of the grant or a requirement of the Code or the Act; or


 


2.26.3
such other date (later than the dates described in 2.26.1 and 2.26.2 above) as the Administrator may designate and as set
forth in the Participant’s Award Agreement.


 


2.27.
“Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.


 


2.28.
“Incentive Stock Option” means a Stock Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code and is granted under ARTICLE IV of the Plan and designated as an Incentive Stock Option in a Participant’s
Award Agreement.


 


2.29.
“Non-Employee Director” shall have the meaning set forth in Rule 16b-3 under the Act.


 


2.30.
“Nonqualified Stock Option” means a Stock Option not intended to qualify as an Incentive Stock Option and is
not so designated in the Participant’s Award Agreement.


 


2.31.
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Act.


 


2.32.
“Option Period” means the period during which a Stock Option may be exercised from time to time, as established
by the Administrator and set forth in the Award Agreement for each Participant who is granted a Stock Option.


 


2.33.
“Option Price” means the purchase price for a share of Common Stock subject to purchase pursuant to a Stock
Option, as established by the Administrator and set forth in the Award Agreement for each Participant who is granted a Stock Option.


 


2.34.
“Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated
corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former
employee of the Company or an “affiliated corporation” receiving compensation for prior services (other than
benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation”
at any time and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation”
for services in any capacity other than as a Director or (ii) is otherwise considered an “outside director”
for purposes of Section 162(m) of the Code.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	5 of 25




     


    

 


2.35.
“Participant” means an Eligible Person to whom an Award has been granted and who has entered into an Award
Agreement evidencing the Award or, if applicable, such other person who holds an outstanding Award.


 


2.36.
“Performance Objectives” shall have the meaning set forth in ARTICLE IX of the Plan.


 


2.37.
“Performance Period” shall have the meaning set forth in ARTICLE IX of the Plan.


 


2.38.
“Performance Share” means an Award under ARTICLE IX of the Plan of a unit valued by reference to the
Common Stock, the payout of which is subject to achievement of such Performance Objectives, measured during one or more Performance Periods,
as the Administrator, in its sole discretion, shall establish at the time of such Award and set forth in a Participant’s Award
Agreement.


 


2.39.
“Plan” means this U.S. Energy Corp. 2021 Equity Incentive Plan, as it may be amended from time to time.


 


2.40.
“Reporting Person” means a person required to file reports under Section 16(a) of the Act.


 


2.41.
“Restricted Stock” means an Award under ARTICLE VII of the Plan of shares of Common Stock that are at
the time of the Award subject to restrictions or limitations as to the Participant’s ability to sell, transfer, pledge or assign
such shares, which restrictions or limitations may lapse separately or in combination at such time or times, in installments or otherwise,
as the Administrator, in its sole discretion, shall determine at the time of such Award and set forth in a Participant’s Award
Agreement.


 


2.42.
“Restriction Period” means the period commencing on the Grant Date with respect to such shares of Restricted
Stock and ending on such date as the Administrator, in its sole discretion, shall establish and set forth in a Participant’s Award
Agreement.


 


2.43.
“Retirement” means retirement as determined under procedures established by the Administrator or in any Award,
as set forth in a Participant’s Award Agreement.


 


2.44.
“Rule 16b-3” means Rule 16b-3 promulgated under the Act or any successor to Rule 16b-3, as in effect from time
to time. Those provisions of the Plan which make express reference to Rule 16b-3, or which are required in order for certain option transactions
to qualify for exemption under Rule 16b-3, shall apply only to a Reporting Person.


 


2.45.
“Shares” means shares of Common Stock issued in connection with Awards granted under this Plan, including,
where applicable, upon exercise of Stock Options granted under this Plan.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	6 of 25




     


    

 


2.46.
“Share Limit” has the meaning given to such term under the definition of Available Shares, above.


 


2.47.
“Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for
the Common Stock are quoted at any given time, and shall initially mean the Nasdaq Capital Market.


 


2.48.
“Stock Award” means an Award of shares of Common Stock under ARTICLE VIII of the Plan.


 


2.49.
“Stock Option” means an Award under ARTICLE IV or ARTICLE V of the Plan of an option to purchase
Common Stock. A Stock Option may be either an Incentive Stock Option or a Nonqualified Stock Option.


 


2.50.
“Ten Percent Shareholder” means an individual who owns (or is deemed to own pursuant to Section 424(d) of the
Code), at the time of grant, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock
of the Company or any of its Affiliates.


 


2.51.
“Termination of Service” means (i) in the case of an Eligible Employee, the discontinuance of employment of
such Participant with the Company or its Subsidiaries for any reason other than a transfer to another member of the group consisting
of the Company and its Affiliates and (ii) in the case of a Director who is not an Employee of the Company or any Affiliate, the date
such Participant ceases to serve as a Director. The determination of whether a Participant has discontinued service shall be made by
the Administrator in its sole discretion. In determining whether a Termination of Service has occurred, the Administrator may provide
that service as a Consultant or service with a business enterprise in which the Company has a significant ownership interest shall be
treated as employment with the Company.


 


ARTICLE
III.


ADMINISTRATION


 


3.1.
The Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule 16b-3.
The Administrator shall have the exclusive right to interpret and construe the Plan, to select the Eligible Persons who shall receive
an Award, and to act in all matters pertaining to the grant of an Award and the determination and interpretation of the provisions of
the related Award Agreement, including, without limitation, the determination of the number of shares subject to Stock Options and the
Option Period(s) and Option Price(s) thereof, the number of shares of Restricted Stock or shares subject to Stock Awards or Performance
Shares subject to an Award, the vesting periods (if any) and the form, terms, conditions and duration of each Award, and any amendment
thereof consistent with the provisions of the Plan. The Administrator may adopt, establish, amend and rescind such rules, regulations
and procedures as it may deem appropriate for the proper administration of the Plan, make all other determinations which are, in the
Administrator’s judgment, necessary or desirable for the proper administration of the Plan, amend the Plan or a Stock Award as
provided in ARTICLE XI, and terminate or suspend the Plan as provided in ARTICLE XI. All acts, determinations and decisions
of the Administrator made or taken pursuant to the Plan or with respect to any questions arising in connection with the administration
and interpretation of the Plan or any Award Agreement, including the severability of any and all of the provisions thereof, shall be
conclusive, final and binding upon all persons. On or after the date of grant of an Award under the Plan, the Administrator may (i) accelerate
the date on which any such Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Award,
including, without limitation, extending the period following a termination of a Participant’s employment during which any such
Award may remain outstanding, or (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of
any such Award; provided, that the Administrator shall not have any such authority to the extent that the grant of such authority would
cause any tax to become due under Section 409A of the Code.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	7 of 25




     


    

 


3.2.
The Administrator may, to the full extent permitted by and consistent with Applicable Law and the Company’s Bylaws, and subject
to Subparagraph 3.2.1 herein below, delegate any or all of its powers with respect to the administration of the Plan to the Company’s
Compensation Committee or another Committee of the Company consisting of not fewer than two members of the Board each of whom shall qualify
(at the time of appointment to the Committee and during all periods of service on the Committee) in all respects as a Non-Employee Director
and as an Outside Director.


 


3.2.1
If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Administrator as set forth herein, including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in the Plan to the Administrator shall thereafter be to the Committee
or subcommittee), subject, however, to such resolutions, not consistent with the provisions of the Plan, as may be adopted from time
to time by the Board.


 


3.2.2
The Board may abolish the Committee at any time and reassume all powers and authority previously delegated to the Committee.


 


3.2.3
In addition to, and not in limitation of, the right of Administrator, the full Board of Directors and/or the Company’s Compensation
Committee may from time to time grant Awards to Eligible Persons pursuant to the terms and conditions of this Plan, subject to the requirements
of the Code, Rule 16b-3 under the Act or any other Applicable Law, rule or regulation. In connection with any such grants, the Board
of Directors and/or the Company’s Compensation Committee shall have all of the power and authority of the Administrator to determine
the Eligible Persons to whom such Awards shall be granted and the other terms and conditions of such Awards.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	8 of 25




     


    

 


3.3.
Without limiting the provisions of this ARTICLE III, and subject to the provisions of ARTICLE X, the Administrator is authorized
to take such action as it determines to be necessary or advisable, and fair and equitable to Participants and to the Company, with respect
to an outstanding Award in the event of a Change of Control as described in ARTICLE X or other similar event. Such action may
include, but shall not be limited to, establishing, amending or waiving the form, terms, conditions and duration of an Award and the
related Award Agreement, so as to provide for earlier, later, extended or additional times for exercise or payments, differing methods
for calculating payments, alternate forms and amounts of payment, an accelerated release of restrictions or other modifications. The
Administrator may take such actions pursuant to this Section 3.3 by adopting rules and regulations of general applicability to
all Participants or to certain categories of Participants, by including, amending or waiving terms and conditions in an Award and the
related Award Agreement, or by taking action with respect to individual Participants from time to time. In the event any Award is not
evidenced by a written Award Agreement, such Award shall be governed by the terms of this Plan and the terms and conditions of the grant
of the Award as evidenced by the minutes of the Board (or any authorized Committee thereof). For the sake of clarity, the failure of
the Company to document an Award by way of a written Award Agreement shall not affect the validity of such Award.


 


3.4.
Subject to the provisions of Section 3.9 and this Section 3.4, the maximum aggregate number of shares of Common Stock which
may be issued pursuant to Awards under the Plan shall be the Available Shares. Such shares of Common Stock shall be made available from
authorized and unissued shares of the Company.


 


3.4.1
For all purposes under the Plan, each Performance Share awarded shall be counted as one share of Common Stock subject to an Award.


 


3.4.2
If, for any reason, any shares of Common Stock (including shares of Common Stock subject to Performance Shares) that have been awarded
or are subject to issuance or purchase pursuant to Awards outstanding under the Plan are not delivered or purchased, or are reacquired
by the Company, for any reason, including but not limited to a forfeiture of Restricted Stock or failure to earn Performance Shares or
the termination, expiration or cancellation of a Stock Option, or any other termination of an Award without payment being made in the
form of shares of Common Stock (whether or not Restricted Stock), such shares of Common Stock shall not be charged against the aggregate
number of shares of Common Stock available for Award under the Plan and shall again be available for Awards under the Plan. In no event,
however, may Common Stock that is surrendered or withheld to pay the exercise price of a Stock Option or to satisfy tax withholding requirements
be available for future grants under the Plan.


 


3.4.3
For purposes of clarifying the preceding paragraph, shares of Common Stock covered by Awards shall only be counted as used to the extent
they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described in the Plan)
pursuant to the Plan. In addition, shares of Common Stock related to Awards that expire, are forfeited or cancelled or terminate for
any reason without the issuance of shares shall not be treated as issued pursuant to the Plan.


 


3.4.4
The foregoing subsections 3.4.1 and 3.4.2 of this Section 3.4 shall be subject to any limitations provided by the
Code or by Rule 16b-3 under the Act or by any other Applicable Law, rule or regulation.


 


3.5.
Each Award granted under the Plan shall be evidenced by a written Award Agreement, which shall be subject to and shall incorporate (by
reference or otherwise) the applicable terms and conditions of the Plan and shall include any other terms and conditions (not inconsistent
with the Plan) required by the Administrator. In the event any Award is not evidenced by a written Award Agreement, such Award shall
be governed by the terms of this Plan and the terms and conditions of the grant of the Award as evidenced by the minutes of the Administrator
(or any authorized Committee thereof). For the sake of clarity, the failure of the Company to document an Award by way of a written Award
Agreement shall not affect the validity of such Award.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	9 of 25




     


    

 


3.6.
In the event the Plan and/or the Common Stock issuable in connection with Awards hereunder are registered with the Securities Exchange
Commission (the “SEC”) under the Act, (a) no shares of Common Stock or other awards hereunder shall be issuable
by the Company under the Plan and pursuant to such registration statement, except to natural persons (as such term is interpreted by
the SEC); and (b) no shares of Common Stock or other awards hereunder shall be issued (i) in connection with services associated with
the offer or sale of securities in a capital-raising transaction; or (ii) where the services directly or indirectly promote or maintain
a market for the Company’s securities.


 


3.7.
The Administrator may require any Participant acquiring shares of Common Stock pursuant to any Award under the Plan to represent to and
agree with the Company in writing that such person is acquiring the shares of Common Stock for investment purposes and without a view
to resale or distribution thereof. Shares of Common Stock issued and delivered under the Plan shall also be subject to such stop-transfer
orders and other restrictions as the Administrator 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 laws, and
the Administrator may cause a legend or legends to be placed on the certificate or certificates representing any such shares to make
appropriate reference to any such restrictions. In making such determination, the Administrator may rely upon an opinion of counsel for
the Company.


 


3.8.
Except as otherwise expressly provided in the Plan or in an Award Agreement with respect to an Award, no Participant shall have any right
as a shareholder of the Company with respect to any shares of Common Stock subject to such Participant’s Award except to the extent
that, and until, one or more certificates representing such shares of Common Stock shall have been delivered to the Participant. No shares
shall be required to be issued, and no certificates shall be required to be delivered, under the Plan unless and until all of the terms
and conditions applicable to such Award shall have, in the sole discretion of the Administrator, been satisfied in full and any restrictions
shall have lapsed in full, and unless and until all of the requirements of law and of all regulatory bodies having jurisdiction over
the offer and sale, or issuance and delivery, of the shares shall have been fully complied with.


 


3.9.
The total amount of shares with respect to which Awards may be granted under the Plan, the Available Shares, Share Limit, the ISO Limit
and rights of outstanding Awards (both as to the number of shares subject to the outstanding Awards and the Option Price(s) or other
purchase price(s) of such shares, as applicable) shall be appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common Stock of the Company resulting from payment of a stock dividend on the Common Stock, a stock split or subdivision or
combination of shares of the Common Stock, or a reorganization or reclassification of the Common Stock, or any other change in the structure
of shares of the Common Stock. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined
by the Administrator in its sole discretion. Any such adjustment may provide for the elimination of any fractional shares which might
otherwise become subject to an Award. All adjustments made as a result of the foregoing in respect of each Incentive Stock Option shall
be made so that such Incentive Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of the Code.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	10 of 25




     


    

 


3.10.
No director or person acting pursuant to authority delegated by the Administrator shall be liable for any action or determination under
the Plan made in good faith. The members of the Administrator shall be entitled to indemnification by the Company in the manner and to
the extent set forth in the Company’s Articles of Incorporation, as amended, Bylaws or as otherwise provided from time to time
regarding indemnification of Directors.


 


3.11.
The Administrator shall be authorized to make adjustments in any performance based criteria or in the other terms and conditions of outstanding
Awards in recognition of unusual or nonrecurring events affecting the Company (or any Affiliate, if applicable) or its financial statements
or changes in Applicable Laws, regulations or accounting principles. The Administrator may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent it shall deem necessary or desirable to
reflect any such adjustment. In the event the Company (or any Affiliate, if applicable) shall assume outstanding employee benefit awards
or the right or obligation to make future such awards in connection with the acquisition of another corporation or business entity, the
Administrator may, in its sole discretion, make such adjustments in the terms of outstanding Awards under the Plan as it shall deem appropriate.


 


3.12.
Subject to the express provisions of the Plan, the Administrator shall have full power and authority to determine whether, to what extent
and under what circumstances any outstanding Award shall be terminated, canceled, forfeited or suspended. Notwithstanding the foregoing
or any other provision of the Plan or an Award Agreement, all Awards to any Participant that are subject to any restriction or have not
been earned or exercised in full by the Participant shall be terminated and canceled if the Participant is terminated for cause, as determined
by the Administrator in its sole discretion.


 


ARTICLE
IV.


INCENTIVE
STOCK OPTIONS


 


4.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date grant Incentive Stock Options to Eligible
Employees, subject to the provisions of this ARTICLE IV and ARTICLE III and ARTICLE VI and subject to the following
conditions:


 


4.1.1
Incentive Stock Options shall be granted only to Eligible Employees, each of whom may be granted one or more of such Incentive Stock
Options at such time or times determined by the Administrator.


 


4.1.2
The Option Price per share of Common Stock for an Incentive Stock Option shall be set in the Award Agreement, but shall not be less than
(i) one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date, or (ii) in the case of an Incentive Stock
Option granted to a Ten Percent Shareholder, one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the Grant
Date.


 


4.1.3
An Incentive Stock Option may be exercised in full or in part from time to time within ten (10) years from the Grant Date, or such shorter
period as may be specified by the Administrator as the Option Period and set forth in the Award Agreement; provided, however, that, in
the case of an Incentive Stock Option granted to a Ten Percent Shareholder, such period shall not exceed five (5) years from the Grant
Date; and further, provided that, in any event, the Incentive Stock Option shall lapse and cease to be exercisable upon a Termination
of Service or within such period following a Termination of Service as shall have been determined by the Administrator and set forth
in the related Award Agreement; and provided, further, that such period shall not exceed the period of time ending on the date three
(3) months following a Termination of Service (except as otherwise provided in any employment agreement approved by the Administrator),
unless employment shall have terminated:


 


(i)
as a result of Disability, in which event such period shall not exceed the period of time ending on the date twelve (12) months following
a Termination of Service; or


 


(ii)
as a result of death, or if death shall have occurred following a Termination of Service (other than as a result of Disability) and during
the period that the Incentive Stock Option was still exercisable, in which event such period may not exceed the period of time ending
on the earlier of the date twelve (12) months after the date of death;


 


(iii)
and provided, further, that such period following a Termination of Service or death shall in no event extend beyond the original Option
Period of the Incentive Stock Option.


 


4.1.4
The aggregate Fair Market Value of the shares of Common Stock with respect to which any Incentive Stock Options (whether under this Plan
or any other plan established by the Company) are first exercisable during any calendar year by any Eligible Employee shall not exceed
one hundred thousand dollars ($100,000), determined based on the Fair Market Value(s) of such shares as of their respective Grant Dates;
provided, however, that to the extent permitted under Section 422 of the Code, if the aggregate Fair Market Values of the shares of Common
Stock with respect to which Stock Options intended to be Incentive Stock Options are first exercisable by any Eligible Employee during
any calendar year (whether such Stock Options are granted under this Plan or any other plan established by the Company) exceed one hundred
thousand dollars ($100,000), the Stock Options or portions thereof which exceed such limit (according to the order in which they were
granted) shall be treated as Nonqualified Stock Options.


 


4.1.5
No Incentive Stock Options may be granted more than ten (10) years from the Adoption Date.


 


4.1.6
The Award Agreement for each Incentive Stock Option shall provide that the Participant shall notify the Company if such Participant sells
or otherwise transfers any shares of Common Stock acquired upon exercise of the Incentive Stock Option within two (2) years of the Grant
Date of such Incentive Stock Option or within one (1) year of the date such shares were acquired upon the exercise of such Incentive
Stock Option.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	11 of 25




     


    

 


4.2.
The Administrator may provide for any other terms and conditions which it determines should be imposed for an Incentive Stock Option
to qualify under Section 422 of the Code, as well as any other terms and conditions not inconsistent with this ARTICLE IV or ARTICLE
III or ARTICLE VI, as determined in its sole discretion and set forth in the Award Agreement for such Incentive Stock Option.


 


4.3.
Each provision of this ARTICLE IV and of each Incentive Stock Option granted hereunder shall be construed in accordance with the
provisions of Section 422 of the Code, and any provision hereof that cannot be so construed shall be disregarded.


 


4.4.
Subject to the limitations of Section 3.4, and subject to adjustment in accordance with Section 3.9 hereof, the maximum
number of awards which may be granted as Incentive Stock Options under this Plan is the lesser of (a) the then Available Shares (as adjusted
from time to time as set forth herein); and (b) 10,000,000 shares (as applicable, the “ISO Limit”).


 


ARTICLE
V.


NONQUALIFIED
STOCK OPTIONS


 


5.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date grant Nonqualified Stock Options to Eligible
Persons, subject to the provisions of this ARTICLE V and ARTICLE III or ARTICLE VI and subject to the following
conditions:


 


5.1.1
Nonqualified Stock Options may be granted to any Eligible Person, each of whom may be granted one or more of such Nonqualified Stock
Options, at such time or times determined by the Administrator.


 


5.1.2
The Option Price per share of Common Stock for a Nonqualified Stock Option shall be set in the Award Agreement and may be less than one
hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date; provided, however, that the exercise price of
each Nonqualified Stock Option granted under the Plan shall in no event be less than the par value per share of the Company’s Common
Stock.


 


5.1.3
A Nonqualified Stock Option may be exercised in full or in part from time to time within the Option Period specified by the Administrator
and set forth in the Award Agreement; provided, however, that, in any event, the Nonqualified Stock Option shall lapse and cease to be
exercisable upon a Termination of Service or within such period following a Termination of Service as shall have been determined by the
Administrator and set forth in the related Award Agreement.


 


5.2.
The Administrator may provide for any other terms and conditions for a Nonqualified Stock Option not inconsistent with this ARTICLE
V or ARTICLE III or ARTICLE VI, as determined in its sole discretion and set forth in the Award Agreement for such
Nonqualified Stock Option.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	12 of 25




     


    




 


ARTICLE
VI.


INCIDENTS
OF STOCK OPTIONS


 


6.1.
Each Stock Option shall be granted subject to such terms and conditions, if any, not inconsistent with this Plan, as shall be determined
by the Administrator and set forth in the related Award Agreement, including any provisions as to continued employment as consideration
for the grant or exercise of such Stock Option and any provisions which may be advisable to comply with Applicable Laws, regulations
or rulings of any governmental authority.


 


6.2.
Except as hereinafter described, a Stock Option shall not be transferable by the Participant other than by will or by the laws of descent
and distribution, and shall be exercisable during the lifetime of the Participant only by the Participant or the Participant’s
guardian or legal representative. In the event of the death of a Participant, any unexercised Stock Options may be exercised to the extent
otherwise provided herein or in such Participant’s Award Agreement by the executor or personal representative of such Participant’s
estate or by any person who acquired the right to exercise such Stock Options by bequest under the Participant’s will or by inheritance.
The Administrator, in its sole discretion, may at any time permit a Participant to transfer a Nonqualified Stock Option for no consideration
to or for the benefit of one or more members of the Participant’s Immediate Family (including, without limitation, to a trust for
the benefit of the Participant and/or one or more members of such Participant’s Immediate Family or a corporation, partnership
or limited liability company established and controlled by the Participant and/or one or more members of such Participant’s Immediate
Family), subject to such limits as the Administrator may establish. The transferee of such Nonqualified Stock Option shall remain subject
to all terms and conditions applicable to such Nonqualified Stock Option prior to such transfer. The foregoing right to transfer the
Nonqualified Stock Option, if granted by the Administrator shall apply to the right to consent to amendments to the Award Agreement.


 


6.3.
Shares of Common Stock purchased upon exercise of a Stock Option shall be paid for in such amounts, at such times and upon such terms
as shall be determined by the Administrator, subject to limitations set forth in the Stock Option Award Agreement. The Administrator
may, in its sole discretion, permit the exercise of a Stock Option by payment in cash or by tendering shares of Common Stock (either
by actual delivery of such shares or by attestation), or any combination thereof, as determined by the Administrator. In the sole discretion
of the Administrator, payment in shares of Common Stock also may be made with shares received upon the exercise or partial exercise of
the Stock Option, whether or not involving a series of exercises or partial exercises and whether or not share certificates for such
shares surrendered have been delivered to the Participant. The Administrator also may, in its sole discretion, permit the payment of
the exercise price of a Stock Option by the voluntary surrender of all or a portion of the Stock Option. Shares of Common Stock previously
held by the Participant and surrendered in payment of the Option Price of a Stock Option shall be valued for such purpose at the Fair
Market Value thereof on the date the Stock Option is exercised.


 


6.4.
The holder of a Stock Option shall have no rights as a shareholder with respect to any shares covered by the Stock Option (including,
without limitation, any voting rights, the right to inspect or receive the Company’s balance sheets or financial statements or
any rights to receive dividends or non-cash distributions with respect to such shares) until such time as the holder has exercised the
Stock Option and then only with respect to the number of shares which are the subject of the exercise. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such stock certificate is issued.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	13 of 25




     


    




 


6.5.
The Administrator may permit the voluntary surrender of all or a portion of any Stock Option granted under the Plan to be conditioned
upon the granting to the Participant of a new Stock Option for the same or a different number of shares of Common Stock as the Stock
Option surrendered, or may require such voluntary surrender as a condition precedent to a grant of a new Stock Option to such Participant.
Subject to the provisions of the Plan, such new Stock Option shall be exercisable at such Option Price, during such Option Period and
on such other terms and conditions as are specified by the Administrator at the time the new Stock Option is granted. Upon surrender,
the Stock Options surrendered shall be canceled and the shares of Common Stock previously subject to them shall be available for the
grant of other Stock Options.


 


6.6.
The Administrator may at any time offer to purchase a Participant’s outstanding Stock Option for a payment equal to the value of
such Stock Option payable in cash, shares of Common Stock or Restricted Stock or other property upon surrender of the Participant’s
Stock Option, based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time
that such offer is made.


 


6.7.
The Administrator shall have the discretion, exercisable either at the time the Award is granted or at the time the Participant discontinues
employment, to establish as a provision applicable to the exercise of one or more Stock Options that, during a limited period of exercisability
following a Termination of Service, the Stock Option may be exercised not only with respect to the number of shares of Common Stock for
which it is exercisable at the time of the Termination of Service but also with respect to one or more subsequent installments for which
the Stock Option would have become exercisable had the Termination of Service not occurred.


 


6.8.
Notwithstanding anything to the contrary herein, the Company may reprice any Stock Option granted under the Plan without the approval
of the shareholders of the Company, or the holder of the option. For this purpose, “reprice” means (i) any
of the following or any other action that has the same effect: (A) lowering the exercise price of a Stock Option after it is granted,
(B) any other action that is treated as a repricing under U.S. generally accepted accounting principles (“GAAP”),
or (C) cancelling a Stock Option at a time when its exercise price exceeds the Fair Market Value of the underlying Common Stock, in exchange
for another Stock Option, restricted stock or other equity, unless the cancellation and exchange occurs in connection with a merger,
acquisition, spin-off or other similar corporate transaction; and (ii) any other action that is considered to be a repricing under formal
or informal guidance issued by exchange or market on which the Company’s Common Stock then trades or is quoted, provided that no
repricing may (1) increase the exercise price of any option granted under the Plan, or (2) reduce the exercise price below the Fair Market
Value of the Company’s Common Stock on the date the action is taken to reduce such exercise price (without the approval of the
holder thereof).


 


6.9.
In addition to, and without limiting the above Section 6.8, the Administrator may permit the voluntary surrender of all or a portion
of any Stock Option granted under the Plan to be conditioned upon the granting to the Participant of a new Stock Option for the same
or a different number of shares of Common Stock as the Stock Option surrendered, or may require such voluntary surrender as a condition
precedent to a grant of a new Stock Option to such Participant. Subject to the provisions of the Plan, such new Stock Option shall be
exercisable at such Option Price, during such Option Period and on such other terms and conditions as are specified by the Administrator
at the time the new Stock Option is granted. Upon surrender, the Stock Options surrendered shall be canceled and the shares of Common
Stock previously subject to them shall be available for the grant of other Stock Options.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	14 of 25




     


    




 


ARTICLE
VII.


RESTRICTED
STOCK


 


7.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date award shares of Restricted Stock to Eligible
Persons as a reward for past service and an incentive for the performance of future services that will contribute materially to the successful
operation of the Company and its Affiliates, subject to the terms and conditions set forth in this ARTICLE VII.


 


7.2.
The Administrator shall determine the terms and conditions of any Award of Restricted Stock, which shall be set forth in the related
Award Agreement, including without limitation:


 


7.2.1
the purchase price, if any, to be paid for such Restricted Stock, which may be zero, subject to such minimum consideration as may be
required by Applicable Law;


 


7.2.2
the duration of the Restriction Period or Restriction Periods with respect to such Restricted Stock and whether any events may accelerate
or delay the end of such Restriction Period(s);


 


7.2.3
the circumstances upon which the restrictions or limitations shall lapse, and whether such restrictions or limitations shall lapse as
to all shares of Restricted Stock at the end of the Restriction Period or as to a portion of the shares of Restricted Stock in installments
during the Restriction Period by means of one or more vesting schedules;


 


7.2.4
whether such Restricted Stock is subject to repurchase by the Company or to a right of first refusal at a predetermined price or if the
Restricted Stock may be forfeited entirely under certain conditions;


 


7.2.5
whether any performance goals may apply to a Restriction Period to shorten or lengthen such period; and


 


7.2.6
whether dividends and other distributions with respect to such Restricted Stock are to be paid currently to the Participant or withheld
by the Company for the account of the Participant.


 


7.3.
Awards of Restricted Stock must be accepted within a period of thirty (30) days after the Grant Date (or such shorter or longer period
as the Administrator may specify at such time) by executing an Award Agreement with respect to such Restricted Stock and tendering the
purchase price, if any. A prospective recipient of an Award of Restricted Stock shall not have any rights with respect to such Award,
unless such recipient has executed an Award Agreement with respect to such Restricted Stock, has delivered a fully executed copy thereof
to the Administrator and has otherwise complied with the applicable terms and conditions of such Award.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	15 of 25




     


    




 


7.4.
In the sole discretion of the Administrator and as set forth in the Award Agreement for an Award of Restricted Stock, all shares of Restricted
Stock held by a Participant and still subject to restrictions shall be forfeited by the Participant upon the Participant’s Termination
of Service and shall be reacquired, canceled and retired by the Company. Notwithstanding the foregoing, unless otherwise provided in
an Award Agreement with respect to an Award of Restricted Stock, in the event of the death, Disability or Retirement of a Participant
during the Restriction Period, or in other cases of special circumstances (including hardship or other special circumstances of a Participant
whose employment is involuntarily terminated), the Administrator may elect to waive in whole or in part any remaining restrictions with
respect to all or any part of such Participant’s Restricted Stock, if it finds that a waiver would be appropriate.


 


7.5.
Except as otherwise provided in this ARTICLE VII, no shares of Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period.


 


7.6.
Upon an Award of Restricted Stock to a Participant, a certificate or certificates representing the shares of such Restricted Stock will
be issued to and registered in the name of the Participant. Unless otherwise determined by the Administrator, such certificate or certificates
will be held in custody by the Company until (i) the Restriction Period expires and the restrictions or limitations lapse, in which case
one or more certificates representing such shares of Restricted Stock that do not bear a restrictive legend (other than any legend as
required under applicable federal or state securities laws) shall be delivered to the Participant, or (ii) a prior forfeiture by the
Participant of the shares of Restricted Stock subject to such Restriction Period, in which case the Company shall cause such certificate
or certificates to be canceled and the shares represented thereby to be retired, all as set forth in the Participant’s Award Agreement.
It shall be a condition of an Award of Restricted Stock that the Participant deliver to the Company a stock power endorsed in blank relating
to the shares of Restricted Stock to be held in custody by the Company.


 


7.7.
Except as provided in this ARTICLE VII or in the related Award Agreement, a Participant receiving an Award of shares of Restricted
Stock Award shall have, with respect to such shares, all rights of a shareholder of the Company, including the right to vote the shares
and the right to receive any distributions, unless and until such shares are otherwise forfeited by such Participant; provided, however,
the Administrator may require that any cash dividends with respect to such shares of Restricted Stock be automatically reinvested in
additional shares of Restricted Stock subject to the same restrictions as the underlying Award, or may require that cash dividends and
other distributions on Restricted Stock be withheld by the Company or its Affiliates for the account of the Participant. The Administrator
shall determine whether interest shall be paid on amounts withheld, the rate of any such interest, and the other terms applicable to
such withheld amounts.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	16 of 25




     


    




 


ARTICLE
VIII.


STOCK
AWARDS


 


8.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date grant Stock Awards to Eligible Persons
in payment of compensation that has been earned or as compensation to be earned, including without limitation compensation awarded or
earned concurrently with or prior to the grant of the Stock Award, subject to the terms and conditions set forth in this ARTICLE VIII.


 


8.2.
For the purposes of this Plan, in determining the value of a Stock Award, all shares of Common Stock subject to such Stock Award shall
be set in the Award Agreement and may be less than one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant
Date.


 


8.3.
Unless otherwise determined by the Administrator and set forth in the related Award Agreement, shares of Common Stock subject to a Stock
Award will be issued, and one or more certificates representing such shares will be delivered, to the Participant as soon as practicable
following the Grant Date of such Stock Award. Upon the issuance of such shares and the delivery of one or more certificates representing
such shares to the Participant, such Participant shall be and become a shareholder of the Company fully entitled to receive dividends,
to vote and to exercise all other rights of a shareholder of the Company. Notwithstanding any other provision of this Plan, unless the
Administrator expressly provides otherwise with respect to a Stock Award, as set forth in the related Award Agreement, no Stock Award
shall be deemed to be an outstanding Award for purposes of the Plan.


 


ARTICLE
IX.


PERFORMANCE
SHARES


 


9.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date award Performance Shares to Eligible
Persons as an incentive for the performance of future services that will contribute materially to the successful operation of the Company
and its Affiliates, subject to the terms and conditions set forth in this ARTICLE IX.


 


9.2.
The Administrator shall determine the terms and conditions of any Award of Performance Shares, which shall be set forth in the related
Award Agreement, including without limitation:


 


9.2.1
the purchase price, if any, to be paid for such Performance Shares, which may be zero, subject to such minimum consideration as may be
required by Applicable Law;


 


9.2.2
the performance period (the “Performance Period”) and/or performance objectives (the “Performance
Objectives”) applicable to such Awards;


 


9.2.3
the number of Performance Shares that shall be paid to the Participant if the applicable Performance Objectives are exceeded or met in
whole or in part; and


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	17 of 25




     


    




 


9.2.4
the form of settlement of a Performance Share.


 


9.3.
At any date, each Performance Share shall have a value equal to the Fair Market Value of a share of Common Stock.


 


9.4.
Performance Periods may overlap, and Participants may participate simultaneously with respect to Performance Shares for which different
Performance Periods are prescribed.


 


9.5.
Performance Objectives may vary from Participant to Participant and between Awards and shall be based upon such performance criteria
or combination of factors as the Administrator may deem appropriate, including, but not limited to, minimum earnings per share or return
on equity. If during the course of a Performance Period there shall occur significant events which the Administrator expects to have
a substantial effect on the applicable Performance Objectives during such period, the Administrator may revise such Performance Objectives.


 


9.6.
In the sole discretion of the Administrator and as set forth in the Award Agreement for an Award of Performance Shares, all Performance
Shares held by a Participant and not earned shall be forfeited by the Participant upon the Participant’s Termination of Service.
Notwithstanding the foregoing, unless otherwise provided in an Award Agreement with respect to an Award of Performance Shares, in the
event of the death, Disability or Retirement of a Participant during the applicable Performance Period, or in other cases of special
circumstances (including hardship or other special circumstances of a Participant whose employment is involuntarily terminated), the
Administrator may determine to make a payment in settlement of such Performance Shares at the end of the Performance Period, based upon
the extent to which the Performance Objectives were satisfied at the end of such period and pro-rated for the portion of the Performance
Period during which the Participant was employed by the Company or an Affiliate; provided, however, that the Administrator may provide
for an earlier payment in settlement of such Performance Shares in such amount and under such terms and conditions as the Administrator
deems appropriate or desirable.


 


9.7.
The settlement of a Performance Share shall be made in cash, whole shares of Common Stock or a combination thereof and shall be made
as soon as practicable after the end of the applicable Performance Period. Notwithstanding the foregoing, the Administrator in its sole
discretion may allow a Participant to defer payment in settlement of Performance Shares on terms and conditions approved by the Administrator
and set forth in the related Award Agreement entered into in advance of the time of receipt or constructive receipt of payment by the
Participant.


 


9.8.
Performance Shares shall not be transferable by the Participant. The Administrator shall have the authority to place additional restrictions
on the Performance Shares including, but not limited to, restrictions on transfer of any shares of Common Stock that are delivered to
a Participant in settlement of any Performance Shares.


 


ARTICLE
X.

CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES


 


10.1.
Upon the occurrence of a Change of Control and unless otherwise provided in the Award Agreement with respect to a particular Award:


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	18 of 25




     


    




 


10.1.1
all outstanding Stock Options shall become immediately exercisable in full, subject to any appropriate adjustments in the number of shares
subject to the Stock Option and the Option Price, and shall remain exercisable for the remaining Option Period, regardless of any provision
in the related Award Agreement limiting the exercisability of such Stock Option or any portion thereof for any length of time;


 


10.1.2
all outstanding Performance Shares with respect to which the applicable Performance Period has not been completed shall be paid out as
soon as practicable as follows:


 


(i)
all Performance Objectives applicable to the Award of Performance Shares shall be deemed to have been satisfied to the extent necessary
to earn one hundred percent (100%) of the Performance Shares covered by the Award;


 


(ii)
the applicable Performance Period shall be deemed to have been completed upon occurrence of the Change of Control;


 


(iii)
the payment to the Participant in settlement of the Performance Shares shall be the amount determined by the Administrator, in its sole
discretion, or in the manner stated in the Award Agreement, as multiplied by a fraction, the numerator of which is the number of full
calendar months of the applicable Performance Period that have elapsed prior to occurrence of the Change of Control, and the denominator
of which is the total number of months in the original Performance Period; and


 


(iv)
upon the making of any such payment, the Award Agreement as to which it relates shall be deemed terminated and of no further force and
effect; and


 


10.1.3
all outstanding shares of Restricted Stock with respect to which the restrictions have not lapsed shall be deemed vested, and all such
restrictions shall be deemed lapsed and the Restriction Period ended.


 


10.2.
Anything contained herein to the contrary notwithstanding, upon the dissolution or liquidation of the Company, each Award granted under
the Plan and then outstanding shall terminate; provided, however, that following the adoption of a plan of dissolution or liquidation,
and in any event prior to the effective date of such dissolution or liquidation, each such outstanding Award granted hereunder shall
be exercisable in full and all restrictions shall lapse, to the extent set forth in Section 10.1.1, 10.1.2 and 10.1.3
above.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	19 of 25




     


    




 


10.3.
After the merger of one or more corporations into the Company or any Affiliate, any merger of the Company into another corporation, any
consolidation of the Company or any Affiliate of the Company and one or more corporations, or any other corporate reorganization of any
form involving the Company as a party thereto and involving any exchange, conversion, adjustment or other modification of the outstanding
shares of the Common Stock, each Participant shall, at no additional cost, be entitled, upon any exercise of such Participant’s
Stock Option, to receive, in lieu of the number of shares as to which such Stock Option shall then be so exercised, the number and class
of shares of stock or other securities or such other property to which such Participant would have been entitled to pursuant to the terms
of the agreement of merger or consolidation or reorganization, if at the time of such merger or consolidation or reorganization, such
Participant had been a holder of record of a number of shares of Common Stock equal to the number of shares as to which such Stock Option
shall then be so exercised. Comparable rights shall accrue to each Participant in the event of successive mergers, consolidations or
reorganizations of the character described above. The Administrator may, in its sole discretion, provide for similar adjustments upon
the occurrence of such events with regard to other outstanding Awards under this Plan. The foregoing adjustments and the manner of application
of the foregoing provisions shall be determined by the Administrator in its sole discretion. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise become subject to an Award. All adjustments made as the result of the foregoing
in respect of each Incentive Stock Option shall be made so that such Incentive Stock Option shall continue to be an Incentive Stock Option,
as defined in Section 422 of the Code.


 


ARTICLE
XI.


AMENDMENT
AND TERMINATION


 


11.1.
Subject to the provisions of Section 11.2, the Board of Directors at any time and from time to time may amend or terminate the
Plan as may be necessary or desirable to implement or discontinue the Plan or any provision hereof, to the extent required by the Act
or the Code, or rules and regulations of the Stock Exchange and/or such other securities exchanges, if any, which the Company’s
Common Stock is then subject to, however, no amendment, without approval by the Company’s shareholders, shall:


 


11.1.1
materially alter the group of persons eligible to participate in the Plan;


 


11.1.2
except as provided in Section 3.4, change the maximum aggregate number of shares of Common Stock that are available for Awards
under the Plan; or


 


11.1.3
alter the class of individuals eligible to receive an Incentive Stock Option or increase the limit on Incentive Stock Options set forth
in Section 4.1.4 or the value of shares of Common Stock for which an Eligible Employee may be granted an Incentive Stock Option.


 


11.2.
No amendment to or discontinuance of the Plan or any provision hereof by the Board of Directors or the shareholders of the Company shall,
without the written consent of the Participant, adversely affect (in the sole discretion of the Administrator) any Award theretofore
granted to such Participant under this Plan; provided, however, that the Administrator retains the right and power to:


 


11.2.1
annul any Award if the Participant is terminated for cause as determined by the Administrator; and


 


11.2.2
convert any outstanding Incentive Stock Option to a Nonqualified Stock Option.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	20 of 25




     


    




 


11.3.
If a Change of Control has occurred, no amendment or termination shall impair the rights of any person with respect to an outstanding
Award as provided in ARTICLE X.


 


ARTICLE
XII.


SECURITIES
MATTERS AND REGULATIONS


 


12.1.
Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Shares with respect to any Award granted
under the Plan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator.
The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant
to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such
legends, as the Administrator, in its sole discretion, deems necessary or advisable.


 


12.2.
Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of Shares is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares, no such Award
shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval
has been effected or obtained free of any conditions not acceptable to the Administrator.


 


12.3.
In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under
the Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent
required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant
to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired
by such Participant is acquired for investment only and not with a view to distribution.


 


ARTICLE
XIII.


SECTION
409A OF THE CODE


 


13.1.
Unless otherwise expressly provided for in an Award Agreement, the Plan and each Award Agreement will be interpreted to the greatest
extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent
not so exempt, in compliance with Section 409A of the Code. If the Administrator determines that any Award granted hereunder is not exempt
from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions
necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms
necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary
in this Plan (and unless the Award Agreement specifically provides otherwise), if the Shares are publicly traded, and if a Participant
holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified
employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation
from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued
or paid before the date that is six months following the date of such Participant’s “separation from service”
(as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s
death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred
will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	21 of 25




     


    




 


13.2.
With respect to any Award that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, termination
of a Participant’s Continuous Service Status shall mean a separation from service within the meaning of Section 409A of the Code,
unless the Participant was an Employee immediately prior to such termination and is then contemporaneously retained as a Consultant pursuant
to a written agreement and such agreement provides otherwise. The Continuous Service Status of a Participant shall be deemed to have
terminated for all purposes of the Plan if such person is employed by or provides services to Subsidiary and such Subsidiary ceases to
be a Subsidiary, unless the Administrator determines otherwise. To the extent permitted by Section 409A of the Code, a Participant who
ceases to be an Employee of the Company but continues, or simultaneously commences, services as a Director of the Company shall be deemed
to have had a termination of Continuous Service Status for purposes of the Plan.


 


ARTICLE
XIV.


MISCELLANEOUS
PROVISIONS


 


14.1.
Nothing in the Plan or any Award granted hereunder shall confer upon any Participant any right to continue in the employ of the Company
or its Affiliates or to serve as a Director or shall interfere in any way with the right of the Company or its Affiliates or the shareholders
of the Company, as applicable, to terminate the employment of a Participant or to release or remove a Director at any time. Unless specifically
provided otherwise, no Award granted under the Plan shall be deemed salary or compensation for the purpose of computing benefits under
any employee benefit plan or other arrangement of the Company or its Affiliates for the benefit of their respective employees unless
the Company shall determine otherwise. No Participant shall have any claim to an Award until it is actually granted under the Plan and
an Award Agreement has been executed and delivered to the Company. To the extent that any person acquires a right to receive payments
from the Company under the Plan, such right shall, except as otherwise provided by the Administrator, be no greater than the right of
an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company,
and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except
as provided in ARTICLE VII with respect to Restricted Stock and except as otherwise provided by the Administrator.


 


14.2.
The Plan and the grant of Awards shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals
by any government or regulatory agency as may be required. Any provision herein relating to compliance with Rule 16b-3 under the Act
shall not be applicable with respect to participation in the Plan by Participants who are not subject to Section 16 of the Act.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	22 of 25




     


    




 


14.3.
The terms of the Plan shall be binding upon the Company, its successors and assigns.


 


14.4.
Neither a Stock Option nor any other type of equity-based compensation provided for hereunder shall be transferable except as provided
for in Section 6.2. In addition to the transfer restrictions otherwise contained herein, additional transfer restrictions shall
apply to the extent required by federal or state securities laws. If any Participant makes such a transfer in violation hereof, any obligation
hereunder of the Company to such Participant shall terminate immediately.


 


14.5.
This Plan and all actions taken hereunder shall be governed by the laws of the State of Wyoming.


 


14.6.
Each Participant exercising an Award hereunder agrees to give the Administrator prompt written notice of any election made by such Participant
under Section 83(b) of the Code, or any similar provision thereof, as applicable.


 


14.7.
If any provision of this Plan or an Award Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction,
or would disqualify the Plan or any Award Agreement under any law deemed applicable by the Administrator, such provision shall be construed
or deemed amended to conform to Applicable Laws, or if it cannot be construed or deemed amended without, in the determination of the
Administrator, materially altering the intent of the Plan or the Award Agreement, it shall be stricken, and the remainder of the Plan
or the Award Agreement shall remain in full force and effect.


 


14.8.
The grant of an Award pursuant to this Plan shall not affect in any way the right or power of the Company or any of its Affiliates to
make adjustments, reclassification, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or
to dissolve, liquidate or sell, or to transfer all or part of its business or assets.


 


14.9.
The Plan is not subject to the provisions of ERISA or qualified under Section 401(a) of the Code.


 


14.10.
If a Participant is required to pay to the Company an amount with respect to income and employment tax withholding obligations in connection
with (i) the exercise of a Nonqualified Stock Option, (ii) certain dispositions of Common Stock acquired upon the exercise of an Incentive
Stock Option, or (iii) the receipt of Common Stock pursuant to any other Award, then the issuance of Common Stock to such Participant
shall not be made (or the transfer of shares by such Participant shall not be required to be effected, as applicable) unless such withholding
tax or other withholding liabilities shall have been satisfied in a manner acceptable to the Company. To the extent provided by the terms
of an Award Agreement, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or
acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any
compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing
the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the
exercise or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value
exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered shares
of Common Stock.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	23 of 25




     


    




 


14.11.
Compliance with other laws.


 


14.11.1
For Reporting Persons:


 


(i)
the Plan is intended to satisfy the provisions of Rule 16b-3;


 


(ii)
all transactions involving Participants who are subject to Section 16(b) of the Act are subject to the provisions of Rule 16b-3 regardless
of whether they are set forth in the Plan; and


 


(iii)
any provision of the Plan that conflicts with Rule 16b-3 does not apply to the extent of the conflict.


 


14.11.2
If any provision of the Plan, any Award, or Award Agreement conflicts with the requirements of Code Section 162(m) or 422 for Awards
subject to these requirements, then that provision does not apply to the extent of the conflict.


 


14.11.3
Notwithstanding any other provision of the Plan, if, for an Employee of a parent company, the conversion of an Incentive Stock Option
to a Nonqualified Stock Option or the treatment of an Incentive Stock Option as a Nonqualified Stock Option would not satisfy the requirements
of Code Section 409A or an exemption thereto, as determined by the Administrator in its exclusive discretion, then the Incentive Stock
Option shall terminate on the date that it would no longer qualify as an Incentive Stock Option as determined by the Administrator in
its exclusive discretion.


 


14.12.
In addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the terms and
conditions of the Plan or any Award Agreement, unless such failure is remedied by such Participant within ten days after having been
notified of such failure by the Administrator, shall be grounds for the cancellation and forfeiture of such Award, in whole or in part,
as the Administrator, in its sole discretion, may determine.


 


14.13.
Any reference in the Plan to a written document includes any document delivered electronically or posted on the Company’s intranet.


 


14.14.
The headings and captions in the Plan are inserted as a matter of convenience for organizational purposes, and do not construe, define,
extend, interpret, or limit any provision of the Plan.


 


14.15.
Whenever the context may require, any pronoun includes the corresponding masculine, feminine, or neuter form, and the singular includes
the plural and vice versa.


 


14.16.
Any reference in the Plan to a statutory or regulatory provision includes corresponding successor provisions.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	24 of 25




     


    




 


14.17.
The proceeds from the sale of shares pursuant to Awards granted under the Plan shall constitute general funds of the Company.


 


14.18.
A Participant’s electronic signature of an Award Agreement shall have the same validity and effect as a signature affixed by hand.


 


14.19.
Notwithstanding anything in the Plan or in any Award Agreement to the contrary, the Company will be entitled to the extent permitted
or required by Applicable Law, Company policy and/or the requirements of a Stock Exchange on which the Shares are listed for trading,
in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company at any time to a Participant
under this Plan. No such recoupment of compensation will be an event giving rise to a right to resign for “good reason”
or “constructive termination” (or similar term) under any agreement between any Participant and the Company.


 


14.20.
Corporate action constituting a grant by the Company of an Award to any Participant shall be deemed completed as of the date of such
corporate action, unless otherwise determined by the Administrator, regardless of when the instrument, certificate, or letter evidencing
the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board
consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting
schedule or number of Shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical
error in the preparation of the Award Agreement or related grant documentation, the corporate records will control, and the Participant
will have no legally binding right to the incorrect term in the Award Agreement or related grant documentation.


 


14.21.
Nothing contained in the Plan or in any Award agreement executed pursuant hereto shall be deemed to confer upon any individual or entity
to whom an Award is or may be granted hereunder any right to remain in the employ or service of the Company or a parent or subsidiary
of the Company or any entitlement to any remuneration or other benefit pursuant to any consulting or advisory arrangement.


 


*
* * * *


 


Approved
by the Board of Directors on April 27, 2021, and approved and ratified by the Shareholders of the Company on ___________, 2021.


 




    2021 Equity Incentive Plan | U.S. Energy Corp.
	25 of 25