Exhibit
10.3


 


U.S.
ENERGY CORP.


 


2021
EQUITY INCENTIVE PLAN


 


NOTICE
OF RESTRICTED STOCK GRANT


 


Capitalized
but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the
same defined meanings as in the U.S. Energy Corp. 2021 Equity Incentive Plan (as amended from time to time)(the “Plan”).


 


Grantee
Name: ________________


 


Address:
________________


 


You
have been granted shares of restricted Common Stock (the “Restricted Stock” or the “Shares”)
subject to the terms and conditions of the Plan and the attached Restricted Stock Grant Agreement, as follows:


 


Date
of Grant: ________________


 


Vesting
Commencement Date: ________________


 


Price
Per Share: $________________


 


Total
Number of Shares Granted: ________________


 


Total
Value of Shares Granted: $________________


 


Total
Purchase Price: $________________


 


Agreement
Date: ________________


 


Vesting
Schedule: ________________.


 




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U.S.
ENERGY CORP.


 


2021
EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK GRANT AGREEMENT


 


This
RESTRICTED STOCK GRANT AGREEMENT (“Agreement”), dated as of the Agreement Date specified on the Notice
of Restricted Stock Grant is made by and between U.S. Energy Corp., a Wyoming corporation (the “Company”),
and the grantee named in the Notice of Restricted Stock Grant (the “Grantee,” which term as used herein shall
be deemed to include any successor to Grantee by will or by the laws of descent and distribution, unless the context shall otherwise
require).


 


BACKGROUND


 


Pursuant
to the Plan, the Board (or an authorized Committee thereof), approved the issuance to Grantee, effective as of the date set forth above,
of an award of the number of shares of Restricted Stock as is set forth in the attached Notice of Restricted Stock Grant (which is expressly
incorporated herein and made a part hereof, the “Notice of Restricted Stock Grant”) at the purchase price per
share of Restricted Stock (the “Purchase Price”), if any, set forth in the attached Notice of Restricted Stock
Grant, upon the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the mutual premises and undertakings hereinafter set forth, the parties agree as follows:


 


1. Grant
and Purchase of Restricted Stock. The Company hereby grants to Grantee, and Grantee hereby accepts the Restricted Stock set forth
in the Notice of Restricted Stock Grant, subject to the payment by Grantee of the total purchase price, if any, set forth in the Notice
of Restricted Stock Grant.


 


2. Stockholder
Rights.


 


(a) Voting
Rights. Until such time as all or any part of the Restricted Stock are forfeited to the Company under this Agreement, if ever, Grantee
(or any successor in interest) has the rights of a stockholder, including voting rights, with respect to the Restricted Stock subject,
however, to the transfer restrictions or any other restrictions set forth in the Plan.


 


(b) Dividends
and Other Distributions. During the period of restriction, Participants holding Restricted Stock are entitled to all regular cash
dividends or other distributions paid with respect to all shares while they are so held. If any such dividends or distributions are paid
in shares, such shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect
to which they were paid.


 






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3. Vesting
of Restricted Stock.


 


(a) The
Restricted Stock are restricted and subject to forfeiture until vested. The Restricted Stock which have vested and are no longer subject
to forfeiture are referred to as “Vested Shares.” All Restricted Stock which have not become Vested Shares
are referred to as “Nonvested Shares.”


 


(b) Restricted
Stock will vest and become nonforfeitable in accordance with the vesting schedule contained in the Notice of Restricted Stock Grant.


 


(c) Any
Nonvested Shares will automatically vest and become nonforfeitable if Grantee’s service with the Company ceases owing to the Grantee’s
(i) death; or (ii) Retirement.


 


(d) Any
Nonvested Shares will vest and become nonforfeitable immediately prior to the date of a Change of Control, provided that the Board (or
an authorized committee thereof), in its discretion, may also accelerate the time at which all or any portion of Grantee’s Nonvested
Shares will vest prior to a contemplated Change of Control.


 


(e) Terms
used in Section 3 and Section 4 have the following meanings:


 


(i) “Cause”
has the meaning ascribed to such term or words of similar import in Grantee’s written employment or service contract with the Company
or its subsidiaries and, in the absence of such agreement or definition, means Grantee’s (i) conviction of, or plea of nolo contendere
to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company or its subsidiaries,
or any affiliate, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule
or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty which involves personal profit;
(iv) willful misconduct in connection with Grantee’s duties or willful failure to perform Grantee’s responsibilities in the
best interests of the Company or its subsidiaries; (v) illegal use or distribution of drugs; (vi) violation of any material rule, regulation,
procedure or policy of the Company or its subsidiaries, the violation of which could have a material detriment to the Company; or (vii)
material breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed
by Grantee for the benefit of the Company or its subsidiaries, all as reasonably determined by the Board of Directors of the Company,
which determination will be conclusive.


 


(ii) “Retirement”
means Grantee’s retirement from Company employ at or above the age 65 as determined in accordance with the policies of the Company
or its subsidiaries, if any, in good faith by the Board of Directors of the Company, which determination will be final and binding on
all parties concerned.


 






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(f) Nonvested
Shares may not be sold, transferred, assigned, pledged, or otherwise disposed of, directly or indirectly, whether by operation of law
or otherwise. The restrictions set forth in this Section will terminate upon a Change of Control.


 


4. Forfeiture
of Nonvested Shares. Except as provided herein, if Grantee’s service with the Company ceases for any reason (including
Disability) other than Grantee’s (a) Retirement or (b) death, any Nonvested Shares will be automatically forfeited to the Company
for no consideration; unless the Board (or an authorized committee thereof) provides otherwise, and provided, however, that the Board
(or an authorized committee thereof) may cause any Nonvested Shares immediately to vest and become nonforfeitable if Grantee’s
service with the Company is terminated by the Company without Cause.


 


(a) Legend.
Each certificate representing Restricted Stock granted pursuant to the Notice of Restricted Stock Grant may bear a legend substantially
as follows:


 


“THE
SALE OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE U.S. ENERGY CORP. 2021 EQUITY INCENTIVE PLAN (AS AMENDED AND RESTATED FROM TIME
TO TIME) AND IN A RESTRICTED SHARE GRANT AGREEMENT. A COPY OF SUCH PLAN AND SUCH AGREEMENT MAY BE OBTAINED FROM U.S. ENERGY CORP.”


 


(b) Escrow
of Nonvested Shares. The Company has the right to retain the certificates representing Nonvested Shares in the Company’s possession
until such time as all restrictions applicable to such shares have been satisfied.


 


(c) Removal
of Restrictions. The Participant is entitled to have the legend removed from certificates representing Vested Shares.


 


5. Recapitalizations,
Exchanges, Mergers, Etc. The provisions of this Agreement apply to the full extent set forth herein with respect to any and all
shares of capital stock of the Company or successor of the Company which may be issued in respect of, in exchange for, or in substitution
for the Restricted Stock by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this Agreement. Except as otherwise provided herein, this Agreement is not intended
to confer upon any other person except the parties hereto any rights or remedies hereunder.


 


6. Grantee
Representations.


 


Grantee
represents to the Company the following:


 


(a) Restrictions
on Transfer. Grantee acknowledges that the Restricted Stock to be issued to Grantee must be held indefinitely unless subsequently
registered and qualified under the Securities Act of 1933, as amended (the “Securities Act”) or unless an exemption
from registration and qualification is otherwise available. In addition, Grantee understands that the certificate representing the Restricted
Stock will be imprinted with a legend which prohibits the transfer of such Restricted Stock unless they are sold in a transaction in
compliance with the Securities Act or are registered and qualified or such registration and qualification are not required in the opinion
of counsel acceptable to the Company.


 






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(b) Relationship
to the Company; Experience. Grantee either has a preexisting business or personal relationship with the Company or any of its officers,
directors or controlling persons or, by reason of Grantee’s business or financial experience or the business or financial experience
of Grantee’s personal representative(s), if any, who are unaffiliated with and who are not compensated by the Company or any affiliate
or selling agent, directly or indirectly, has the capacity to protect Grantee’s own interests in connection with Grantee’s
acquisition of the Restricted Stock to be issued to Grantee hereunder. Grantee and/or Grantee’s personal representative(s) have
such knowledge and experience in financial, tax and business matters to enable Grantee and/or them to utilize the information made available
to Grantee and/or them in connection with the acquisition of the Restricted Stock to evaluate the merits and risks of the prospective
investment and to make an informed investment decision with respect thereto.


 


(c) Grantee’s
Liquidity. In reaching the decision to invest in the Restricted Stock, Grantee has carefully evaluated Grantee’s financial
resources and investment position and the risks associated with this investment, and Grantee acknowledges that Grantee is able to bear
the economic risks of the investment. Grantee (i) has adequate means of providing for Grantee’s current needs and possible personal
contingencies, (ii) has no need for liquidity in Grantee’s investment, (iii) is able to bear the substantial economic risks of
an investment in the Restricted Stock for an indefinite period and (iv) at the present time, can afford a complete loss of such investment.
Grantee’s commitment to investments which are not readily marketable is not disproportionate to Grantee’s net worth and Grantee’s
investment in the Restricted Stock will not cause Grantee’s overall commitment to become excessive.


 


(d) Access
to Data. Grantee acknowledges that during the course of this transaction and before deciding to acquire the Restricted Stock, Grantee
has been provided with financial and other written information about the Company. Grantee has been given the opportunity by the Company
to obtain any information and ask questions concerning the Company, the Restricted Stock, and Grantee’s investment that Grantee
felt necessary; and to the extent Grantee availed himself/herself of that opportunity, Grantee has received satisfactory information
and answers concerning the business and financial condition of the Company in response to all inquiries in respect thereof.


 


(e) Risks.
Grantee acknowledges and understands that (i) an investment in the Company constitutes a high risk, (ii) the Restricted Stock are highly
speculative, and (iii) there can be no assurance as to what investment return, if any, there may be. Grantee is aware that the Company
may issue additional securities in the future which could result in the dilution of Grantee’s ownership interest in the Company.


 






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(f) Valid
Agreement. This Agreement when executed and delivered by Grantee will constitute a valid and legally binding obligation of Grantee
which is enforceable in accordance with its terms.


 


(g) Residence.
The address set forth on the Notice of Restricted Stock Grant is Grantee’s current address and accurately sets forth Grantee’s
place of residence.


 


(h) Tax
Consequences. Grantee has reviewed with Grantee’s own tax advisors the federal, state, local and foreign tax consequences of
this investment and the transactions contemplated by this Agreement. Grantee is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) is responsible for Grantee’s
own tax liability that may arise as a result of the transactions contemplated by this Agreement. Grantee understands that Section 83
of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between
the purchase price for the Restricted Stock and the fair market value of the Restricted Stock as of the date any restrictions on the
Restricted Stock lapse. Grantee understands that Grantee may elect to be taxed at the time the Restricted Stock is purchased rather than
when and as the restrictions lapse by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30
days from the date of purchase. The form for making this election is attached as Exhibit A hereto.


 


GRANTEE
ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION 83(b),
EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.


 


7. No
Employment Contract Created. The issuance of the Restricted Stock is not to be construed as granting to Grantee any right with
respect to continuance of employment or any service with the Company or any of its subsidiaries. The right of the Company or any of its
subsidiaries to terminate at will Grantee’s employment or terminate Grantee’s service at any time (whether by dismissal,
discharge or otherwise), with or without cause, is specifically reserved, subject to any other written employment or other agreement
to which the Company and Grantee may be a party.


 


8. Tax
Withholding. The Company has the power and the right to deduct or withhold, or require Grantee to remit to the Company, an amount
sufficient to satisfy Federal, state and local taxes (including the Grantee’s FICA obligation) required by law to be withheld with
respect to the grant and vesting of the Restricted Stock.


 


9. Interpretation.
The Restricted Stock are being issued pursuant to the terms of the Plan, and are to be interpreted in accordance therewith. The Board
(or an authorized committee thereof) will interpret and construe this Agreement and the Plan, and any action, decision, interpretation
or determination made in good faith by the Board (or an authorized committee thereof) will be final and binding on the Company and Grantee.


 






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10. Notices.
All notices or other communications which are required or permitted hereunder will be in writing and sufficient if (i) personally
delivered or sent by telecopy, (ii) sent by nationally-recognized overnight courier or (iii) sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:


 


(a) if
to the Grantee, to the address (or telecopy number) set forth on the Notice of Grant; and


 


(b) if
to the Company, to its principal executive office as specified in any report filed by the Company with the Securities and Exchange Commission
or to such address as the Company may have specified to the Grantee in writing, Attention: Corporate Secretary;


 


or
to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.
Any such communication will be deemed to have been given (i) when delivered, if personally delivered, or when telecopied, if telecopied,
(ii) on the first Business Day (as hereinafter defined) after dispatch, if sent by nationally-recognized overnight courier and (iii)
on the fifth Business Day following the date on which the piece of mail containing such communication is posted, if sent by mail. As
used herein, “Business Day” means a day that is not a Saturday, Sunday or a day on which banking institutions
in the city to which the notice or communication is to be sent are not required to be open.


 


11. Specific
Performance. Grantee expressly agrees that the Company will be irreparably damaged if the provisions of this Agreement and the
Plan are not specifically enforced. Upon a breach or threatened breach of the terms, covenants and/or conditions of this Agreement or
the Plan by Grantee, the Company will, in addition to all other remedies, be entitled to a temporary or permanent injunction, without
showing any actual damage, and/or decree for specific performance, in accordance with the provisions hereof and thereof. The Board (or
an authorized committee thereof) has the power to determine what constitutes a breach or threatened breach of this Agreement or the Plan.
Any such determinations will be final and conclusive and binding upon Grantee.


 


12. No
Waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent breach
or condition, whether of like or different nature.


 


13. Grantee
Undertaking. Grantee hereby agrees to take whatever additional actions and execute whatever additional documents the Company
may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions
imposed on Grantee pursuant to the express provisions of this Agreement.


 






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14. Modification
of Rights. The rights of Grantee are subject to modification and termination in certain events as provided in this Agreement
and the Plan.


 


15. Governing
Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Wyoming, without giving effect
to its conflict or choice of law principles that might otherwise refer construction or interpretation of this Agreement to the substantive
law of another jurisdiction.


 


16. Counterparts;
Facsimile Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original,
but all of which together will constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid
and binding execution and delivery for all purposes.


 


17. Entire
Agreement. This Agreement (including the Notice of Restricted Stock Grant) and the Plan, constitute the entire agreement between
the parties with respect to the subject matter hereof, and supersedes all previously written or oral negotiations, commitments, representations
and agreements with respect thereto.


 


18. Severability.
In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement
will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.


 


19. No
Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding your participation in the Plan, or your acquisition or sale of the Restricted Stock. You should consult with your own personal
tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


 


20. Compliance
With Law. You agree that the Company shall have unilateral authority to amend this Agreement without your consent to the extent
necessary to comply with securities or other laws applicable to issuance of shares of Restricted Stock.


 


21. Electronic
Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate
in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.


 


22. Other
Documents. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1)
promulgated under the Securities Act, which includes the document containing the Plan information specified in Section 10(a) of the Securities
Act (“Prospectus”).


 


23. WAIVER
OF JURY TRIAL. THE GRANTEE HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Restricted Share Grant Agreement as of the date first written above.


 


U.S.
ENERGY CORP.


 


 


By:________________________________________


 


Name:___________________________________


 


Title:____________________________________


 


GRANTEE:


 


__________________________________________


Name:


 




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SPOUSE’S
CONSENT TO AGREEMENT


(Required
where Grantee resides in a community property state)


 


I
acknowledge that I have read the Agreement and the Plan and that I know and understand the contents of both. I am aware that my spouse
has agreed therein to the imposition of certain forfeiture provisions and restrictions on transferability with respect to the Restricted
Stock that are the subject of the Agreement, including with respect to my community interest therein, if any, on the occurrence of certain
events described in the Agreement. I hereby consent to and approve of the provisions of the Agreement, and agree that I will abide by
the Agreement and bequeath any interest in the Restricted Stock which represents a community interest of mine to my spouse or to a trust
subject to my spouse’s control or for my spouse’s benefit or the benefit of our children if I predecease my spouse.


 


Dated:
____________________________________


 


____________________________________


Signature


 


____________________________________


Print
Name


 




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Exhibit
A


 




    	 



     


    

 


ELECTION
UNDER SECTION 83(b)


OF
THE INTERNAL REVENUE CODE OF 1986


 


The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in the taxpayer’s
gross income or alternative minimum taxable income, as the case may be, for the current taxable year, as compensation for services the
excess (if any) of the fair market value of the shares described below over the amount paid for those shares:


 


1. The
name, address, taxpayer identification number and taxable year of the undersigned are as follows:


 


	Taxpayer:	 
	Spouse:	 
	Name:	 
	Address:	 
	Identification
    No.:	 
	Taxable
    Year:	 


 


2. The
property with respect to which the election is made is described as follows: __________ shares (the “Shares”)
of the Common Stock of U.S. Energy Corp., a Wyoming corporation (the “Company”).


 


3. The
date on which the property was transferred is:___________________ ,______.


 


4. The
property is subject to the following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms of
an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in
such agreement.


 


5. The
fair market value of the property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction
as defined in § 1.83-3(h) of the Income Tax Regulations) is: $_______ per share x ________ shares = $___________.


 


6. For
the property transferred, the undersigned paid $______ per share x _________ shares = $______________.


 


7. The
amount to include in gross income is $______________. [The result of the amount reported in Item 5 minus the amount reported in
Item 6.]


 


The
undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income
tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person
for whom the services were performed. Additionally, the undersigned will include a copy of the election with his or her income tax return
for the taxable year in which the property is transferred. The undersigned is the person performing the services in connection with which
the property was transferred.


 


The
undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.


 


Dated:
______________________, _____


 


___________________________


Taxpayer


 


The
undersigned spouse of taxpayer joins in this election.


 


Dated:
______________________, _____


 


_________________________


___________________________


Spouse
of Taxpayer