esppplan.htm


    Exhibit 10.45



      

        SWIFT
ENERGY COMPANY

         

        EMPLOYEE STOCK PURCHASE
PLAN

        (Generally
Amended and Restated As of January 1, 2009)

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        SWIFT
ENERGY COMPANY

         

        EMPLOYEE STOCK PURCHASE
PLAN

        (Amended
and Restated As of January 1, 2009)

         

        Table of
Contents

         

         Page

         

        


        
          	
                  ARTICLE
      I - NATURE OF PLAN

                	
                  3

                
	
                  ARTICLE
      II - DEFINITIONS AND CONSTRUCTION

                	
                  3

                
	
                  2.1

                	
                  DEFINITIONS

                	
                  3

                
	
                  2.2

                	
                  WORD
      USAGE

                	
                  5

                
	
                  2.3

                	
                  CONSTRUCTION

                	
                  5

                
	
                  ARTICLE
      III - ELIGIBILITY AND PARTICIPATION

                	
                  5

                
	
                  3.1

                	
                  ELIGIBILITY

                	
                  5

                
	
                  3.2

                	
                  ELECTION
      TO PARTICIPATE

                	
                  6

                
	
                  3.3

                	
                  WAIVER
      OF PARTICIPATION

                	
                  6

                
	
                  ARTICLE
      IV - PAYROLL DEDUCTION AUTHORIZATION

                	
                  6

                
	
                  4.1

                	
                  PAYROLL
      DEDUCTIONS

                	
                  6

                
	
                  4.2

                	
                  WITHDRAWAL
      OF PAYROLL DEDUCTION ACCOUNT

                	
                  7

                
	
                  ARTICLE
      V - PURCHASE OF STOCK

                	
                  7

                
	
                  5.1

                	
                  GRANT
      OF OPPORTUNITY TO PURCHASE STOCK

                	
                  7

                
	
                  5.2

                	
                  LIMITATION
      ON STOCK

                	
                  8

                
	
                  5.3

                	
                  LIMITATIONS
      ON GRANTS

                	
                  9

                
	
                  5.4

                	
                  STOCK
      PRICE

                	
                  9

                
	
                  5.5

                	
                  PURCHASE
      OF STOCK

                	
                  9

                
	
                  5.6

                	
                  PAYMENT

                	
                  11

                
	
                  5.7

                	
                  TRANSFER
      OF SHARES

                	
                  11

                
	
                  5.8

                	
                  TRANSFER
      OF RIGHTS

                	
                  12

                
	
                  ARTICLE
      VI - COMPENSATION COMMITTEE

                	
                  12

                
	
                  6.1

                	
                  COMPENSATION
      COMMITTEE

                	
                  12

                
	
                  6.2

                	
                  POWERS
      OF THE COMPENSATION COMMITTEE

                	
                  13

                
	
                  6.3

                	
                  MANNER
      OF ACTION

                	
                  13

                
	
                  6.4

                	
                  AUTHORIZED
      REPRESENTATIVE

                	
                  14

                
	
                  6.5

                	
                  NONDISCRIMINATION

                	
                  14

                
	
                  6.6

                	
                  BOOKS
      AND RECORDS

                	
                  14

                
	
                  ARTICLE
      VII - AMENDMENT AND TERMINATION

                	
                  14

                
	
                  7.1

                	
                  AMENDMENT

                	
                  14

                
	
                  7.2

                	
                  TERMINATION

                	
                  14

                
	
                  7.3

                	
                  NO
      ALTERATION OF RIGHTS

                	
                  14

                
	
                  ARTICLE
      VIII - MISCELLANEOUS

                	
                  15

                
	
                  8.1

                	
                  EXECUTION
      OF RECEIPTS AND RELEASES

                	
                  15

                
	
                  8.2

                	
                  PLAN
      FUNDS

                	
                  15

                


        

        



        
          
             


          

          
            1

            
              

            

          

          
             


          

        


        


        


        
          	
                  8.3

                	
                  NO
      GUARANTEE OF INTERESTS

                	
                  15

                
	
                  8.4

                	
                  PAYMENT
      OF EXPENSES

                	
                  15

                
	
                  8.5

                	
                  EMPLOYER
      RECORDS

                	
                  15

                
	
                  8.6

                	
                  INTERPRETATIONS
      AND ADJUSTMENTS

                	
                  15

                
	
                  8.7

                	
                  UNIFORM
      RULES

                	
                  15

                
	 
      	 
      	 
      
	
                  8.8

                	
                  NO
      RIGHTS IMPLIED

                	
                  15

                
	
                  8.9

                	
                  INFORMATION

                	
                  16

                
	
                  8.10

                	
                  NO
      LIABILITY OF EMPLOYER

                	
                  16

                
	
                  8.11

                	
                  EMPLOYER
      ACTION

                	
                  16

                
	
                  8.12

                	
                  SEVERABILITY

                	
                  16

                
	
                  8.13

                	
                  NOTICE

                	
                  16

                
	
                  8.14

                	
                  WAIVER
      OF NOTICE

                	
                  16

                
	
                  8.15

                	
                  SUCCESSORS

                	
                  16

                
	
                  8.16

                	
                  HEADINGS

                	
                  16

                
	
                  8.17

                	
                  LAW

                	
                  16

                
	
                  8.18

                	
                  NO
      LIABILITY FOR GOOD FAITH DETERMINATIONS

                	
                  16

                
	
                  ARTICLE
      IX - ADOPTION OF PLAN BY PARTICIPATING EMPLOYERS

                	
                  17

                
	
                  9.1

                	
                  PARTICIPATING
      EMPLOYERS

                	
                  17

                
	
                  9.2

                	
                  APPLICATION
      OF PLAN PROVISIONS

                	
                  17

                
	
                  9.3

                	
                  POWERS
      EXERCISABLE ONLY BY SWIFT ENERGY COMPANY

                	
                  17

                


        

        



        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        SWIFT
ENERGY COMPANY

         

        EMPLOYEE STOCK PURCHASE
PLAN

        (Amended
and Restated as of January 1, 2009)

         

         

        ARTICLE
I - NATURE OF PLAN

         

        This
employee stock purchase plan is hereby established for the purpose of providing
all employees of Swift Energy Company, a Texas corporation, and its adopting
Subsidiary or Subsidiaries, if any, with the opportunity to acquire a
proprietary interest in the Company, thereby increasing their interest in their
Employer’s welfare, and encouraging them to remain in the employ of their
Employer.

         

         

        ARTICLE
II - DEFINITIONS AND CONSTRUCTION

         

        
          	
                  2.1  

                	
                  DEFINITIONS

                


        

         

        .  For
the purpose of this Plan, the following definitions shall apply unless the
context requires otherwise:

         

        
          	
                  (a)  

                	
                  COMPENSATION COMMITTEE
      shall mean the Compensation Committee of the Board of Directors, plus such
      other individuals who are appointed by the Board of Directors pursuant to
      Section 6.1.

                


        

         

        
          	
                  (b)  

                	
                  BOARD OF DIRECTORS shall
      mean the Board of Directors of the Company unless otherwise indicated or
      the context otherwise requires.

                


        

         

        
          	
                  (c)  

                	
                  CODE shall mean the
      Internal Revenue Code of 1986, as
amended.

                


        

         

        
          	
                  (d)  

                	
                  COMPANY shall mean Swift
      Energy Company, a Texas corporation, or any successor thereto which shall
      adopt this Plan.

                


        

         

        
          	
                  (e)  

                	
                  COMPENSATION shall mean
      an Employee’s base salary or wages received for personal services rendered
      to the Employer as an Employee which are actually paid during the Plan
      Year and which are subject to withholding for Federal income tax purposes,
      plus amounts excluded from the gross income of an Employee under sections
      125, 402(a)(8), 402(h)(1)(B), or 403(b) of the
      Code.  Compensation shall not include commissions based on
      sales, bonuses, or overtime pay.

                


        

         

        
          	
                  (f)  

                	
                  EFFECTIVE DATE shall
      mean January 1, 2009, except as otherwise provided herein.  The
      increase in the number of shares of Stock available for grant under the
      Plan was approved by the shareholders of the Company on May 13, 2008, and
      the amendment and restatement of the Plan was authorized by the Board of
      Directors on February 11, 2008.  The stock to be sold hereunder
      was properly registered under federal securities
  law.

                


        

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  (g)  

                	
                  EMPLOYEE shall mean any
      person who, on or after the Effective Date, is in the employ of the
      Employer and whose wages therefrom are subject to withholding for purposes
      of Federal income taxes and the Federal Insurance Contributions Act;
      provided, however, that Employee shall not include any person who
      customarily works less than one thousand (1000) hours of service per
      year.  “Hour of service” shall mean an hour of service as
      determined for purposes of the Swift Energy Company Employee Savings
      Plan.

                


        

         

        
          	
                  (h)  

                	
                  EMPLOYER shall mean the
      Company and each Participating Employer, if
any.

                


        

         

        
          	
                  (i)  

                	
                  HUMAN RESOURCES
      DEPARTMENT shall mean the Human Resources Department of the Company
      or such other individuals or department as may be designated by the
      Compensation Committee.

                


        

         

        
          	
                  (j)  

                	
                  OFFERING PERIOD shall
      mean that period to be determined by the Compensation Committee beginning
      on the date the Employees are offered the opportunity to purchase Stock
      hereunder, during which each eligible Employee shall determine whether and
      to what extent he desires to participate by authorizing payroll
      deductions.  Until changed by the Compensation Committee in its
      sole and absolute discretion, a new Offering Period shall begin on the
      first day of each Plan Year and shall end on the last day of such Plan
      Year.

                


        

         

        
          	
                  (k)  

                	
                  PARENT shall mean a
      domestic or foreign corporation of which not less than 50% of the total
      combined voting power of all classes of stock is held either any
      corporation other than the Company in an unbroken chain of corporations
      (ending with the Company, and in which not less than 50% of the total
      combined voting power of all classes of stock is held by each corporation
      in the chain), without regard to whether such corporation now exists or is
      hereafter organized or acquired.

                


        

         

        
          	
                  (l)  

                	
                  PARTICIPANT shall mean
      an Employee or former Employee who has been offered the opportunity to
      purchase Stock hereunder and who has elected to participate herein by
      authorizing payroll deductions.

                


        

         

        
          	
                  (m)  

                	
                  PARTICIPATING EMPLOYER
      shall mean a corporation, partnership or other trade or business which has
      adopted this Plan pursuant to Article IX for its own
      Employees.

                


        

         

        
          	
                  (n)  

                	
                  PAYROLL DEDUCTION
      ACCOUNT shall mean that separate account maintained hereunder to
      record the amount of a Participant’s Compensation that has been withheld
      hereunder.

                


        

         

        
          	
                  (o)  

                	
                  PAYROLL DEDUCTION PERIOD
      shall mean that period beginning on the first day of each Plan Year and
      ending on the earlier of:

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	
                  (i)  

                	
                  The
      latest date for which a Participant receives his last paycheck from the
      Employer after his employment with the Employer terminates;
    or

                


        

         

        
          	
                  (ii)  

                	
                  The
      last day of the Plan Year.

                


        

         

        
          	
                  (p)  

                	
                  PLAN shall mean the
      Swift Energy Company Employee Stock Purchase Plan, as generally amended
      and restated on January 1, 2009, and as may be amended from time to
      time.

                


        

         

        
          	
                  (q)  

                	
                  PLAN YEAR shall mean the
      twelve (12) calendar months, beginning on January 1 and ending on December
      31 of each year.

                


        

         

        
          	
                  (r)  

                	
                  PRIOR PLAN shall mean
      the Swift Energy Company Employee Stock Purchase Plan in effect
      immediately before this
restatement.

                


        

         

        
          	
                  (s)  

                	
                  STOCK shall mean the
      common stock, par value $.01 per share, of the
  Company.

                


        

         

        
          	
                  (t)  

                	
                  SUBSIDIARY shall mean a
      domestic or foreign corporation of which not less than 50% of the total
      combined voting power of all classes of stock is held either by (i) the
      Company or (ii) any other corporation in an unbroken chain of corporations
      (beginning with the Company, and in which not less than 50% of the total
      combined voting power of all classes of stock is held by each corporation
      in the chain), without regard to whether such corporation now exists or is
      hereafter organized or acquired.

                


        

         

        
          	
                  2.2  

                	
                  WORD
      USAGE

                


        

         

        .  Except
when otherwise indicated by the context, any masculine terminology used herein
also includes the feminine and neuter, and vice versa, and the singular shall
also include the plural, and vice versa.  The words “hereof,” “herein”
and “hereunder,” and other similar compounds of the word “here” shall mean and
refer to the entire Plan and not to any particular provision or
section.  All references to Sections or Articles shall mean and refer
to Sections and Articles contained in this Plan unless otherwise
indicated.

         

        
          	
                  2.3  

                	
                  CONSTRUCTION

                


        

         

        .  It
is the intention of the Company that the Plan be qualified as an employee stock
purchase plan under the provisions of section 423 of the Code, and all
provisions shall be construed to that result.  Moreover, the
provisions of the Plan shall apply only to an Employee who is in the employ of
the Employer on or after the Effective Date.

         

         

        ARTICLE
III - ELIGIBILITY AND PARTICIPATION

         

        
          	
                  3.1  

                	
                  ELIGIBILITY

                


        

         

        .  Each
Employee, excluding officers of the Company and its subsidiaries, who has
attained age twenty-one (21) and who is an Employee as of the first business day
of a given Offering Period shall be eligible to participate in such Offering
Period under the Plan.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	
                  3.2  

                	
                  ELECTION
      TO PARTICIPATE

                


        

         

        .  Any Employee
who is eligible to participate herein may become a Participant only by filing a
written election to participate with the Human Resources Department that
authorizes payroll deductions during the Offering Period under Section 4.1. An
Employee may elect to participate for less than the maximum number of shares
which he has been offered the opportunity to purchase by authorizing a payroll
deduction under Section 4.1 of a percentage of Compensation less than the
percentage determined by the Board of Directors under Section
5.1(b).

         

        
          	
                  3.3  

                	
                  WAIVER
      OF PARTICIPATION

                


        

         

        .  An
Employee who is otherwise eligible to participate herein may waive his right to
participate for any Offering Period by declining to authorize a payroll
deduction.  Such declination must be filed in writing with the Human
Resources Department in the time and manner specified thereby.  The
filing of a written declination shall result in the Employee’s waiver of
participation for only the Offering Period to which it relates and shall be
irrevocable with respect to such Offering Period.  Except as otherwise
provided in this Section, an Employee’s waiver of participation for a specified
Offering Period shall not, in and of itself, adversely impact the right of such
Employee to participate in the Plan during any subsequent Offering Periods
except those Offering Periods with respect to which he files additional written
declinations with the Human Resources Department in accordance with the
provisions of this Section. Failure to timely authorize payroll deductions for
an Offering Period shall not be treated as if the Participant declined in
writing to authorize such deductions, but shall instead be treated as a zero
percent (0%) election under Section 4.1.

         

         

        ARTICLE
IV - PAYROLL DEDUCTION AUTHORIZATION

         

        
          	
                  4.1  

                	
                  PAYROLL
      DEDUCTIONS

                


        

         

        .  Each
Employee who is eligible and elects, pursuant to Article III, prior to the
beginning of a Payroll Deduction Period to participate herein shall authorize
the making of payroll deductions to fund the purchase of the Stock he has agreed
to purchase hereunder by completing and returning a Participant election form to
the Human Resources Department in such form and manner as the Compensation
Committee shall determine.  Deductions shall be made pro-rata at the
regular payroll periods applicable to the Participant during the Payroll
Deduction Period and shall be credited to the Participant’s Payroll Deduction
Account.

         

        
          	
                  (a)  

                	
                  Amount of Payroll
      Deductions.  A Participant may authorize payroll
      deductions in an amount of either (i) zero percent (0%) or (ii) not less
      than one percent (1%) nor more than ten percent (10%) (in multiples of one
      percent (1%)) of his Compensation for the Plan Year.  A
      Participant who authorizes a payroll deduction of zero percent (0%) shall
      not be deemed to have waived participation pursuant to Section
      3.3.

                


        

         

        
          	
                  (b)  

                	
                  Change in
      Authorization.  A Participant may not vary the amount of
      his payroll deduction for any Payroll Deduction Period; provided, however,
      that notwithstanding the foregoing, he may (i) elect to stop his payroll
      deductions effective with the first payroll occurring thirty (30) days
      after the Human Resources Department’s receipt of his written election to
      stop his payroll deductions and (ii) with at least thirty (30) days
      advance written notice to the Human Resource Department, elect to decrease
      his payroll deduction rate, within the limits specified in subsection (a)
      of this Section, effective on the first (1st) day of the calendar quarter
      next following the date of his notice.  A Participant’s election
      to stop his payroll deductions shall be treated as a waiver of
      participation under Section 3.3 for the remainder of the Offering Period
      in which the cessation occurs.  A Participant’s election to
      decrease his payroll deduction rate to zero percent (0%) shall not be
      deemed to be a waiver of participation pursuant to Section
      3.3.

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                  4.2  

                	
                  WITHDRAWAL
      OF PAYROLL DEDUCTION ACCOUNT

                


        

         

        .  Notwithstanding
anything contained herein to the contrary, any amounts remaining credited to a
Participant’s Payroll Deduction Account on the last day of the Plan Year, after
taking into account the amount of Stock purchased by the Participant, shall be
refunded to the Participant in cash; provided, however, that amounts credited to
a Participant’s Payroll Deduction Account may be refunded earlier than the last
day of the Plan Year upon a waiver of participation under Section 3.3 by a
Participant, and, subject to Section 6.5, such
amount shall be refunded to the Participant within a reasonable time after the
Human Resources Department receives the waiver of participation.

         

         

        ARTICLE
V - PURCHASE OF STOCK

         

        
          	
                  5.1  

                	
                  GRANT
      OF OPPORTUNITY TO PURCHASE STOCK

                


        

         

        .  For
each Offering Period during the term of the Plan, unless the Board of Directors
determines otherwise, an offering shall be made under which all Employees
eligible to participate in the Plan pursuant to Section 3.1 are granted the
opportunity to purchase Stock.

         

        
          	
                  (a)  

                	
                  Date of
      Grant.  Subject to Section 5.2 and  5.3, all grants made hereunder shall be deemed to
      have been made on the same date, which date shall be the date on which the
      maximum amount of Stock that can be purchased under the grant and the
      minimum purchase price for the Stock will be fixed or
      determinable.  The date of grant shall be the first day of the
      Offering Period.

                


        

         

        
          	
                  (b)  

                	
                  Amount of
      Grant.  Each Employee who is eligible to participate
      herein shall be granted an opportunity to purchase up to that number of
      whole shares of Stock which could be purchased at the price determined in
      accordance with Section 5.4, with an amount equal to such percentage, not
      to exceed ten percent (10%), as the Board of Directors determines, of an
      Employee’s Compensation which Participant has chosen to add to his Payroll
      Deduction Account for the Plan Year beginning coincident with the Offering
      Period.

                


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        
          	
                  5.2  

                	
                  LIMITATION
      ON STOCK

                


        

         

        .  No
more than 750,000 shares of Stock may be purchased by Participants hereunder, of
which 500,000 shares of Stock were authorized under the Prior
Plan.  The maximum number of shares of Stock that may be granted to
any Participant during an Offering Period shall not exceed 1,000 shares of Stock
or, if less, the amount determined under Section 5.3(b) as
of the first day of the Offering Period for such Participant; provided, however,
that:

         

        (a) the
maximum number of shares of Stock that may be purchased during any Offering
Period may be increased or decreased as determined by the Compensation Committee
prior to the first day of any such Offering Period; and

         

        (b)
notwithstanding the directly preceding or any other provision in the Plan to the
contrary, if during an Offering Period more than fifty percent (50%) of the
shares of Stock (which are available for issuance under the first sentence of
this Section 5.2) will otherwise be purchased under the Plan by
Participants during the Offering Period, the Compensation Committee may subject
to Section 6.5 further limit the number of shares of Stock that can be purchased
by all Participants during such Offering Period by establishing a lower fixed
number of shares of Stock that can be purchased during such Offering Period by
all Participants but only to the extent necessary to ensure that such fifty
percent (50%) limit is not exceeded.

         

        Either
authorized and unissued shares or issued shares heretofore or hereafter
reacquired by the Employer may be made subject to purchase under the Plan, in
the sole and absolute discretion of the Compensation
Committee.  Further, except if the Participant purchases more than the
maximum number of shares of Stock permitted under this Section 5.2, if for any other reason any purchase of Stock
under the Plan is not consummated, shares subject to such purchase agreement may
be subjected to a new purchase agreement under the Plan.

         

        Notwithstanding
the foregoing provision, if the shares of Stock subject to purchase hereunder
are increased, decreased, changed into, or exchanged for a different number or
kind of shares or securities of the Company through reorganization, merger,
recapitalization, reclassification, stock split-up or similar event, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares as to which purchases are or may be made hereunder.  A
corresponding adjustment changing the number or kind of shares allocated to
unpurchased Stock shall likewise be made.  Any such adjustment,
however, in the Stock shall be made without change in the total price applicable
to the portion of the Stock purchased hereunder which has not been fully paid
for, but with a corresponding adjustment, if appropriate, in the price for each
share of Stock.

         

        Further,
if the Company is reorganized, merged or consolidated with another corporation
while Stock is subject to a purchase agreement under the Plan, or, solely for
purposes of (ii) below, if the Company is dissolved or liquidated, the Company
shall either (i) substitute for such shares an appropriate number of shares of
each class of stock or other securities of the reorganized or merged or
consolidated corporation which were distributed to the shareholders of the
Company with respect to such shares, or (ii) permit each Participant to
immediately complete making payment for the Stock he agreed to purchase, without
regard to the payroll deduction provisions provided for in Article IV, by making
a cash contribution to his Payroll Deduction Account during the thirty day
period next preceding the effective date of any such reorganization, merger or
consolidation or of any dissolution or liquidation of the Company.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        
          	
                  5.3  

                	
                  LIMITATIONS
      ON GRANTS

                


        

         

        .  Notwithstanding
any provision contained herein to the contrary,

         

        
          	
                  (a)  

                	
                  No
      Employee shall be given the opportunity to purchase Stock hereunder if,
      immediately following the grant of the right to purchase Stock hereunder,
      such Employee owns Stock, including, for the purposes of this Section
      5.3(a), the Stock he has been granted the opportunity to purchase under
      the Plan, possessing five percent (5%) or more of the total combined
      voting power or value of all classes of stock of the Company or any Parent
      or Subsidiary thereof, computed in accordance with section 423(b)(3) of
      the Code, and

                


        

         

        
          	
                  (b)  

                	
                  No
      Employee shall be granted the opportunity to purchase Stock hereunder
      which permits his rights to purchase Stock under this Plan and under all
      other employee stock purchase plans of the Employer or any corporation
      which is the Parent or a Subsidiary company of the Employer to accrue at a
      rate which exceeds $25,000 (or such other rate as may be prescribed from
      time to time by the Code) of the fair market value of Stock (determined as
      of the first day of the Offering Period) for each calendar year in which
      such Employee is participating hereunder, in accordance with the
      provisions of section 423(b)(8) of the
Code.

                


        

         

        
          	
                  5.4  

                	
                  STOCK
      PRICE

                


        

         

        .  A
Participant may acquire Stock hereunder at a cost of eighty-five percent (85%)
of the lower of (i) the fair market value of the Stock on the first day of the
Plan Year or (ii) the fair market value of the Stock on the last day of the Plan
Year.

         

        For the
purposes of this Section, the fair market value of the Stock on any given date
shall be the closing price of such Stock as reported by the New York Stock
Exchange, or reported on such other national exchange as it may, from time to
time, be reported on, on such date (or if there shall be no trading on such
date, then on the first previous date on which there is such
trading).

         

        
          	
                  5.5  

                	
                  PURCHASE
      OF STOCK

                


        

         

        .  The
purchase of Stock hereunder by a Participant may be accomplished in accordance
with the following:

         

        
          	
                  (a)  

                	
                  By Participant While
      Employed.  At any time during the Plan Year, a
      Participant, only if allowed by the Compensation Committee in its sole
      discretion and subject to such terms and conditions as it may in its sole
      discretion impose, may elect to purchase that amount of Stock that he has
      been given the opportunity to purchase hereunder, by delivering written
      notice of his election to purchase such Stock hereunder and his payroll
      deduction authorization to the Human Resources Department or its agent, in
      such form and in such manner as the Compensation Committee shall
      prescribe, as described in Section 4.1. If a Participant elects to
      purchase only a part of the Stock that he has been given the opportunity
      to purchase, the remainder of his grant shall continue to the end of the
      Plan Year and be exercised as provided in the next
      paragraph.  If a Participant files a written notice of election
      not to purchase with the Human Resources Department, the balance credited
      to his Payroll Deduction Account shall be paid to him in cash, and he
      shall not be entitled to participate again in the Plan for the remainder
      of the Plan Year.

                


        

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        If, on
the last day of the Plan Year, a Participant has not made his election to
purchase, in whole or in part, and has not filed a written notice of election
not to purchase with the Human Resources Department, such Participant shall be
deemed to have elected to purchase the amount of Stock which he can purchase
with the money in his Payroll Deduction Account on such last date.

         

        The
balance credited to a Participant Payroll Deduction Account, after paying for
his Stock, shall be paid to him in cash; provided, however, that if such a
balance occurs during an Offering Period, it shall be carried over during the
Offering Period and be credited to the Participant’s Payroll Deduction Account
as if contributed during that Offering Period.

         

        
          	
                  (b)  

                	
                  By Participant After
      Termination of Employment.  If a Participant’s employment
      with the Employer terminates for any reason other than death, disability,
      or retirement, his right to purchase Stock hereunder shall immediately
      terminate and become void, and the amount credited to such Participant’s
      Payroll Deduction Account shall be paid to him in
  cash.

                


        

         

        
          	
                  (c)  

                	
                  By a Retired or
      Disabled Participant.  If a Participant’s employment with
      the Employer terminates on account of the Participant’s disability or
      retirement, such Participant shall have the right to complete paying for
      the Stock he agreed to purchase by making a cash contribution to his
      Payroll Deduction Account during the period beginning on the date his
      employment terminates and ending ninety (90) days following such
      date.  In the event that such a contribution is not made, the
      Participant’s right to purchase Stock hereunder shall immediately
      terminate and become void, and the amount credited to such Participant’s
      Payroll Deduction Account shall be paid to him in
  cash.

                


        

         

        For
purposes of this Section, a Participant shall be considered disabled if, in the
sole discretion of the Compensation Committee, he is unable by reason of
physical or mental impairment to perform the usual and customary duties of his
employment.

         

        For
purposes of this Section, a Participant shall be considered to have retired if
his employment with the Employer terminates by reason of his retirement after he
has attained age sixty-five and with the consent of the Employer.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        
          	
                  (d)  

                	
                  By a Participant’s
      Representative.  In the event a Participant’s employment
      with the Employer terminates on account of the death of the Participant,
      his heirs, legatees, distributees or personal representatives shall have
      the right to complete paying for the Stock he agreed to purchase by making
      a cash contribution to his Payroll Deduction Account during the period
      beginning on the date of his death and ending ninety (90) days following
      his date of death.  In the event that such a contribution is not
      made, the right to purchase Stock hereunder shall immediately terminate
      and become void, and the amount credited to such Participant’s Payroll
      Deduction Account shall be paid to his heirs, legatees, distributees or
      personal representatives in cash.

                


        

         

        Notwithstanding
anything to the contrary herein, in no event shall Stock be purchasable
hereunder after the expiration of 27 months from the date such Stock first
become purchasable under the terms of this Plan.

         

        
          	
                  5.6  

                	
                  PAYMENT

                


        

         

        .  Upon
the election to participate herein, and agreement to purchase shares hereunder,
the shares of Stock shall be paid for in full by the making of payroll
deductions and, at the end of the Plan Year, the transfer of the purchase price
from the amount credited to the Participant’s Payroll Deduction Account to an
account of the Employer.  Any balance credited to such Participant’s
Payroll Deduction Account in excess of the purchase price at the end of the Plan
Year shall be paid to him in cash.  If, due to a Participant’s
retirement, disability or death, the balance credited to the Participant’s
Payroll Deduction Account at the end of the Plan Year is not sufficient to pay
for the Stock purchased, the Participant, his legatees, or distributees may, at
such time and in such manner as the Compensation Committee shall prescribe,
contribute cash hereunder, which shall be credited to his Payroll Deduction
Account in order to pay for the full number of shares for which the Participant
has elected to participate, or the Participant, his personal representative
heirs, legatees or distributees may purchase that part of the number of full
shares which the balance credited to the Participant’s Payroll Deduction Account
is sufficient to purchase and shall receive the balance credited to such account
and not used to purchase Stock in cash.  Notwithstanding the
foregoing, a Participant shall not be permitted, except in the event of
retirement, disability or death, to contribute additional cash to his Payroll
Deduction Account in excess of amounts withheld from his
Compensation.

         

        
          	
                  5.7  

                	
                  TRANSFER
      OF SHARES

                


        

         

        .  The
shares of the Stock purchased by a Participant hereunder shall be issued or
transferred to him on the books of the Company as of the last day of the Plan
Year in which he made the purchase.  As of the last day of the Plan
Year in which Participant purchases the shares of Stock, the Participant shall
receive and be the transferee of substantially all the rights of ownership of
such Stock, in accordance with Treasury Regulations Section 1.421-1(f) as
currently in effect or any successor to such Treasury
Regulations.  Such rights of ownership shall include the right to
vote, the right to receive declared dividends, the right to share in the assets
of the Company in the event of liquidation, the right to inspect the Company’s
books, and the right to pledge or sell such Stock, subject to the restrictions
on such rights in this Plan and the restrictions on such rights imposed by
applicable law.   Stock certificates shall be delivered to the
Participant at such time.  Until the last day of the Plan Year, the
Participant shall have none of the rights and privileges of a stockholder in the
Company with respect to shares of Stock to be purchased
hereunder.  Notwithstanding anything to the contrary herein, the
Employer shall not be obligated to issue Stock hereunder if, in the opinion of
counsel for the Company, such issuance would constitute a violation of Federal
or state securities laws.

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        
          	
                  5.8  

                	
                  TRANSFER
      OF RIGHTS

                


        

         

        .  No
rights granted under the Plan, including, but not limited to, payroll deductions
credited to a Participant’s Payroll Deduction Account and rights with regard to
the exercise of an opportunity to purchase Stock granted hereunder, may be
transferred except by will or the laws of descent and distribution and, during
the lifetime of the Participant to whom granted, may be exercised only by such
Participant.

         

         

        ARTICLE
VI - COMPENSATION COMMITTEE

         

        
          	
                  6.1  

                	
                  COMPENSATION
      COMMITTEE

                


        

         

        .  The
Compensation Committee is responsible for administering the Plan. None of the
members of the Compensation Committee may be Employees of the
Company.

         

        
          	
                  (a)  

                	
                  Interested
      Member.  Notwithstanding anything contained herein to the
      contrary, no member of the Compensation Committee shall be eligible to
      participate in the Plan at any time during his term as a member of the
      Compensation Committee.

                


        

         

        
          	
                  (b)  

                	
                  Term.  Notwithstanding
      any Plan provision to the contrary, the Board of Directors may appoint
      individuals who are not members of the Compensation Committee of the Board
      of Directors to serve on the Compensation Committee under the Plan for
      such term as any such individual and the Board of Directors determines is
      appropriate.  Any member of the Compensation Committee shall
      serve until his removal or resignation from the Compensation Committee or
      until such date as otherwise determined by the Board of
      Directors.

                


        

         

        
          	
                  (c)  

                	
                  Compensation.  The
      members of the Compensation Committee shall serve without compensation for
      services as such, but the Company shall pay all expenses of the
      Compensation Committee.

                


        

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        
          	
                  6.2  

                	
                  POWERS
      OF THE COMPENSATION COMMITTEE

                


        

         

        .  The
Compensation Committee shall have the following powers and duties:

         

        
          	
                  (a)  

                	
                  To
      direct the administration of the Plan in accordance with the provisions
      herein set forth;

                


        

         

        
          	
                  (b)  

                	
                  To
      adopt rules of procedure and regulations necessary for the administration
      of the Plan provided the rules are not inconsistent with the terms of the
      Plan;

                


        

         

        
          	
                  (c)  

                	
                  To
      determine all questions with regard to rights of Employees and
      Participants under the Plan, including, but not limited to, rights of
      eligibility of an Employee to participate in the Plan and the amount of
      Stock that a Participant is offered the opportunity to
      purchase;

                


        

         

        
          	
                  (d)  

                	
                  To
      enforce the terms of the Plan and the rules and regulations it
      adopts;

                


        

         

        
          	
                  (e)  

                	
                  To
      direct the distribution of the shares of Stock purchased
      hereunder;

                


        

         

        
          	
                  (f)  

                	
                  To
      furnish the Employer with information which the Employer may require for
      tax or other purposes;

                


        

         

        
          	
                  (g)  

                	
                  To
      engage the service of counsel (who may, if appropriate, be counsel for the
      Employer) and agents whom it may deem advisable to assist it with the
      performance of its duties;

                


        

         

        
          	
                  (h)  

                	
                  To
      prescribe procedures to be followed by Participants in electing to
      participate herein;

                


        

         

        
          	
                  (i)  

                	
                  To
      receive from each Employer and from Employees such information as shall be
      necessary for the proper administration of the
  Plan;

                


        

         

        
          	
                  (j)  

                	
                  To
      maintain, or cause to be maintained, separate Accounts in the name of each
      Participant to reflect the Participant’s Payroll Deduction Account under
      the Plan;

                


        

         

        
          	
                  (k)  

                	
                  To
      select a secretary, who need not be a member of the Compensation
      Committee; and

                


        

         

        
          	
                  (l)  

                	
                  To
      interpret and construe the Plan.

                


        

         

        Any
action on matters within the discretion of the Compensation Committee shall be
final and conclusive as to all persons affected.

        


        
          	
                  6.3  

                	
                  MANNER
      OF ACTION

                


        

         

        .  The
decision of a majority of the members of the Compensation Committee appointed
and qualified shall control. The Compensation Committee may, but need not, call
or hold formal meetings.  Any decisions made or action taken pursuant
to written approval, including electronic mail, of a majority of the then
members shall be sufficient.  The Compensation Committee shall
maintain adequate records of its decisions.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
          	
                  6.4  

                	
                  AUTHORIZED
      REPRESENTATIVE

                


        

         

        .  The
Compensation Committee may authorize any one of its members, or its secretary,
to sign on its behalf any notices, directions, applications, certificates,
consents, approvals, waivers, letters, or other documents.

         

        
          	
                  6.5  

                	
                  NONDISCRIMINATION

                


        

         

        .  The
Compensation Committee shall administer the Plan in a uniform, nondiscriminatory
manner.

         

        
          	
                  6.6  

                	
                  BOOKS
      AND RECORDS

                


        

         

        .  The
Compensation Committee shall maintain, or cause to be maintained, records which
will adequately disclose at all times the number of shares that are subject to a
purchase agreement hereunder, and the Employees who are purchasing such
Stock.  The books, forms, and methods of accounting shall be the
responsibility of the Compensation Committee.

         

         

        ARTICLE
VII -  AMENDMENT AND TERMINATION

         

        
          	
                  7.1  

                	
                  AMENDMENT

                


        

         

        .  The
Company shall have the right at any time to amend the Plan in any manner it
deems necessary or advisable to qualify the Plan under the provisions of section
423 of the Code and to amend the Plan in any other manner; provided, however,
that no amendment to the Plan which increases the aggregate number of shares of
Stock which may be issued hereunder or which changes the designation of
corporations whose employees may participate hereunder shall become effective
unless such amendment is approved by the shareholders of the Company within
twelve (12) months before or after the date such amendment is adopted by the
Board of Directors.  Such shareholder approval shall not be required
to designate corporations that have become the Company’s parent or subsidiary
corporations after the adoption and approval date of the Plan.

         

        
          	
                  7.2  

                	
                  TERMINATION

                


        

         

        .  The
Company shall have the right to terminate the Plan at any
time.  Further, no offering shall be made hereunder after any day upon
which Participants elect to participate herein for a number of shares equal to
or greater than the number of shares remaining available for
purchase.  If the number of shares for which Participants elect to
participate shall be greater than the shares remaining available, the shares
available shall at the end of the Offering Period be allocated among such
Participants pro-rata on the basis of the number of shares for which each has
elected to participate.

         

        
          	
                  7.3  

                	
                  NO
      ALTERATION OF RIGHTS

                


        

         

        .  Notwithstanding
the foregoing provisions of this Article, the Company shall not amend or
terminate the Plan in any manner which shall retroactively impair any
Participant’s rights heretofore granted under the Plan.

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        ARTICLE
VIII - MISCELLANEOUS

         

        
          	
                  8.1  

                	
                  EXECUTION
      OF RECEIPTS AND RELEASES

                


        

         

        .  Any
payment or any issuance or transfer of shares of Stock to any Participant, or to
his legal representative, heir, legatee or distributee, in accordance with the
provisions of the Plan, shall to the extent thereof be in full satisfaction of
all claims hereunder against the Plan.  The Compensation Committee may
require such Participant, legal representative, heir, legatee or distributee, as
a condition precedent to such payment, to execute a receipt and release therefor
in such form as it shall determine.

         

        
          	
                  8.2  

                	
                  PLAN
      FUNDS

                


        

         

        .  All
amounts held by the Employer in Payroll Deduction Accounts under the Plan may be
used for any corporate purpose of the Employer, and shall be considered part of
the general assets of the Employer.

         

        
          	
                  8.3  

                	
                  NO
      GUARANTEE OF INTERESTS

                


        

         

        .  Neither
the Compensation Committee nor the Employer guarantee the Stock from loss or
depreciation.

         

        
          	
                  8.4  

                	
                  PAYMENT
      OF EXPENSES

                


        

         

        .  All
expenses incident to the administration, termination, or protection of the Plan,
including, but not limited to, legal and accounting fees, shall be paid by the
Employer.

         

        
          	
                  8.5  

                	
                  EMPLOYER
      RECORDS

                


        

         

        .  Records
of the Employer as to an Employee’s or Participant’s period of employment,
termination of employment and the reason therefor, leaves of absence,
reemployment, and Compensation will be conclusive on all persons, unless
determined to be incorrect.

         

        
          	
                  8.6  

                	
                  INTERPRETATIONS
      AND ADJUSTMENTS

                


        

         

        .  To
the extent permitted by law, an interpretation of the Plan by the Compensation
Committee or a decision under the Plan within the Compensation Committee’s
discretion is binding on all persons and not subject to review by any
person.  All decisions of the Compensation Committee for which the
Compensation Committee has discretion under the Plan are made in the
Compensation Committee’s sole and absolute discretion.  A misstatement
or other mistake of fact shall be corrected when it becomes known and the person
responsible shall make such adjustment on account thereof as he considers
equitable and practicable, and such determination of the Compensation Committee
shall be final and conclusive and not subject to review by any
person.

         

        
          	
                  8.7  

                	
                  UNIFORM
      RULES

                


        

         

        .  In
the administration of the Plan, uniform rules will be applied to all
Participants similarly situated.

         

        
          	
                  8.8  

                	
                  NO
      RIGHTS IMPLIED

                


        

         

        .  Nothing
contained in this Plan or any modification or amendment to the Plan or in the
creation of any Account, or the execution of any participation election form, or
the issuance of any shares of Stock, shall give any Employee or Participant any
right to continue employment, any legal or equitable right against the Employer
or any officer, director, or Employee of the Employer, except as expressly
provided by the Plan.

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        
          	
                  8.9  

                	
                  INFORMATION

                


        

         

        .  The
Employer shall, upon request or as may be specifically required hereunder,
furnish or cause to be furnished, all of the information or documentation which
is necessary or required by the Compensation Committee to perform its duties and
functions under the Plan.  The Employer’s records as to the current
information the Employer furnishes to the Compensation Committee shall be
conclusive as to all persons.

         

        
          	
                  8.10  

                	
                  NO
      LIABILITY OF EMPLOYER

                


        

         

        .  The
Employer assumes no obligation or responsibility to any of the Employees,
Participants, or personal representatives, heirs, legatees or distributees for
any act of, or failure to act, on the part of the Compensation
Committee.

         

        
          	
                  8.11  

                	
                  EMPLOYER
      ACTION

                


        

         

        .  Any
action required of the Employer shall be by resolution of its board of directors
or by a person authorized to act by board of directors resolution.

         

        
          	
                  8.12  

                	
                  SEVERABILITY

                


        

         

        .  In
the event any provision of the Plan shall be held to be illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining
provisions of the Plan, but shall be fully severable and the Plan shall be
construed and enforced as if the illegal or invalid provision had never been
included herein.

         

        
          	
                  8.13  

                	
                  NOTICE

                


        

         

        .  Any
notice required to be given herein by the Employer or the Compensation Committee
shall be deemed delivered, when (a) personally delivered, or (b) placed in the
United States mails, in an envelope addressed to the last known address of the
person to whom the notice is given.

         

        
          	
                  8.14  

                	
                  WAIVER
      OF NOTICE

                


        

         

        .  Any
person entitled to notice under the Plan may waive the notice.

         

        
          	
                  8.15  

                	
                  SUCCESSORS

                


        

         

        . The
Plan shall be binding upon all persons entitled to purchase Stock under the
Plan, their respective heirs, legatees, and legal representatives and upon the
Employer, its successors and assigns, and upon the Compensation Committee, and
their successors.

         

        
          	
                  8.16  

                	
                  HEADINGS

                


        

         

        . The
titles and headings of Articles and Sections are included for convenience of
reference only and are not to be considered in construction of the provisions
hereof.

         

        
          	
                  8.17  

                	
                  LAW

                


        

         

        .  All
questions arising with respect to the provisions of this Agreement shall be
determined by application of the laws of the State of Texas except to the extent
Texas law is preempted by Federal statute.  The obligation of the
Employer to sell and deliver Stock under the Plan is subject to applicable laws
and to the approval of any governmental authority required in connection with
the authorization, issuance, sale or delivery of such Stock.

         

        
          	
                  8.18  

                	
                  NO
      LIABILITY FOR GOOD FAITH
DETERMINATIONS

                


        

         

        .  Neither
the members of the Board of Directors nor any member of the Compensation
Committee (nor their delegates) shall be liable for any act, omission, or
determination taken or made in good faith with respect to the Plan or any right
to purchase shares of Stock granted under it, and members of the Board of
Directors and the Compensation Committee (and their delegatees) shall be
entitled to indemnification and reimbursement by the Employer in respect of any
claim, loss, damage, or expense (including attorneys’ fees, the costs of
settling any suit, provided such settlement is approved by independent legal
counsel selected by the Company, and amounts paid in satisfaction of a judgment,
except a judgment based on a finding of bad faith) arising therefrom to the full
extent permitted by law, under any directors and officers liability or similar
insurance coverage that may from time to time be in effect, and/or any
indemnification agreement he or she may have with the Employer.

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        ARTICLE
IX - ADOPTION OF PLAN BY PARTICIPATING EMPLOYERS

         

        
          	
                  9.1  

                	
                  PARTICIPATING
      EMPLOYERS

                


        

         

        .  This
Plan shall constitute the employee stock purchase plan of each Participating
Employer which shall adopt this Plan as its own employees’ employee stock
purchase plan, effective with respect to each such Participating Employer upon
the adoption thereof by (1) official action of its board of directors, or by
other similar action, (2) execution of an instrument making such Participating
Employer a signatory to this Plan, and (3) by obtaining the consent of the Board
of Directors; provided, however, that the granting or withholding of consent to
the Participating Employer’s participation by the Company shall be within the
sole discretion of the Board of Directors.

         

        
          	
                  9.2  

                	
                  APPLICATION
      OF PLAN PROVISIONS

                


        

         

        .  Except
as provided in Section 9.3, the provisions of this Plan shall be applied
separately to each Participating Employer and its employees exactly as if each
such Participating Employer adopting the Plan was the sole and only employer
which is a party hereto.  Except in Section 9.1 and as provided
in Section 9.3, the word “Employer,” wherever used herein, shall be deemed to
refer only to the particular employer separately insofar as that employer and
its employees are concerned, and likewise the words “Employee,” “Employees,”
“Participant” and “Participants” shall be deemed to refer solely to the
employees of that particular employer, or such of them as may become
Participants, as if their employer were the sole and only employer which is a
party hereto.

         

        
          	
                  9.3  

                	
                  POWERS
      EXERCISABLE ONLY BY SWIFT ENERGY
COMPANY

                


        

         

        .  Only
the Board of Directors shall be authorized to appoint the members of the
Compensation Committee, which shall perform the functions set forth in this Plan
as the Compensation Committee for the entire Plan, including portions
attributable to Participants employed by Participating Employers.

         

        IN WITNESS WHEREOF, this
Agreement has been executed effective as of the 1st day of January, 2009, on
this 16th day of January 2009.

         

        
          
             


          

          
            17

            
              

            

          

          
             


          

        



        
          	 
      	 
      	
                  SWIFT
      ENERGY COMPANY

                   

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:                                                                      
      /s/ Alton D. Heckaman, Jr.

                
	 
      	 
      	
                  Alton
      D. Heckaman, Jr.

                
	 
      	 
      	
                  Executive
      Vice President &

                
	
                  ATTEST:

                   

                	 
      	
                  Chief
      Financial Officer

                
	
                                                                                
       /s/ Bruce H. Vincent

                	 
      	 
      
	
                  Secretary

                	 
      	 
      
	 
      	 
      	 
      


        


        
          
             


          

          
            18