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Exhibit 10.1




DOUBLE EAGLE PETROLEUM CO.




2007 STOCK INCENTIVE PLAN




     This 2007 Stock Incentive Plan (the “Plan”) is adopted in consideration for services
rendered and to be rendered to Double Eagle Petroleum Co. (the “Company”).



     1. Definitions.



          The terms used in this Plan shall, unless otherwise indicated or required by the particular
context, have the following meanings:




          Agreement: The written agreement (and any amendment or supplement thereto) between
the Company and an Eligible Person designating the terms and conditions of an Award.




          Award: Any Option, Restricted Stock, SAR or any combination thereof, together with
any other right or interest granted to a Participant pursuant to this Plan.




          Board: The Board of Directors of Double Eagle Petroleum Co.




          Change in Control: (i) The acquisition, directly or indirectly, by any person or
group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of the
beneficial ownership of more than fifty percent of the outstanding securities of the Company, (ii)
a merger or consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the Company is
incorporated, (iii) the sale, transfer or other disposition of all or substantially all of the
assets of the Company, (iv) a complete liquidation or dissolution of the Company, or (v) any
reverse merger in which the Company is the surviving entity but in which securities possessing more
than fifty percent of the total combined voting power of the Company’s outstanding securities are
transferred to a person or persons different from the persons holding those securities immediately
prior to such merger.




          Code: The Internal Revenue Code of 1986, as amended, from time to time, including
regulations thereunder and successor provisions and regulations thereto.




          Common Stock: The Common Stock of Double Eagle Petroleum Co.




          Company: Double Eagle Petroleum Co., a corporation incorporated under the laws of
Maryland, and any successors in interest by merger, operation of law, assignment or purchase of all
or substantially all of the property, assets or business of the Company.




          Compensation Committee: The Plan shall be administered by the Compensation Committee
which shall consist of the Board or a committee of the Board as the Board may from time to time
designate; provided, however, that, unless otherwise determined by the Board, the Compensation
Committee shall consist solely of two or more directors, each of whom shall be (i) a “non-employee
director” within the meaning of Rule 16b-3; and (ii) and an “outside director” as defined under
Section 162(m) of the Code, unless administration of this Plan by an “outside director” has not
been required in order to qualify for tax deductibility under Section 162(m) of the Code.




          Continuous Status: The employment by, or relationship with, the Company or any
Related Company is not interrupted or terminated. The Board, at its sole discretion, may determine
whether




 









 




Continuous Status shall be considered interrupted due to personal or other mitigating circumstances,
including leaves of absence.




          Date of Grant: The date on which any Award is granted under the Plan.




          Eligible Person: Officers and Employees and other persons who provide services to the
Company or any Related Company, including directors of the Company or any Related Company.




          Employee: An Employee is an employee of the Company or any Related Company.




          Exchange Act: The Securities Exchange Act of 1934, as amended from time to time,
including rules thereunder and successor provisions and rules thereto.




          Exercise Price: The price per share of Common Stock payable upon exercise of an
Option.




          Fair Market Value: Fair Market Value of a share of Common Stock shall be the closing
price of a share on the date of calculation (or on the last preceding trading day if shares were
not traded on such date) if the shares are readily tradable on a national securities exchange or
other market system, and if the shares are not readily tradable, Fair Market Value shall be
determined, in good faith, by the Compensation Committee.




          Incentive Stock Options (“ISOs”): An Option granted with the intention that it
qualify as an incentive stock option within the meaning of Section 422 of the Code or any successor
provision thereto.




          Non-Incentive Stock Options (“Non-ISOs”): Options which are not intended to qualify
as “Incentive Stock Options” under Section 422 of the Code or any successor provision thereto.




          Option: The rights granted to an Eligible Person to purchase Common Stock pursuant to
the terms and conditions of an Agreement.




          Option Shares: The shares of Common Stock underlying an Option granted to an Eligible
Person.




          Optionee: An Eligible Person who has been granted an Option.




          Participant: A person who has been granted an Option, Restricted Stock, SAR or any
combination thereof which remains outstanding, including a person who is no longer an Eligible
Person.




          Related Company: Any subsidiary of the Company and any other business venture in
which the Company has a significant interest as determined in the discretion of the Compensation
Committee.




          Restricted Stock: An Award of shares of Common Stock granted to a Participant
pursuant to Section 15, subject to any restrictions and conditions as are established pursuant to
such Section 15.




          Rule 16b-3: Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act,
as from time to time in effect and applicable to this Plan.




          Securities Act: The Securities Act of 1933, as amended from time to time, including
rules thereunder and successor provisions and rules thereto.




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          Stock Appreciation Right (“SAR”): A right, granted to a Participant pursuant to
Section 15, to receive Common Stock, cash or a combination thereof at the end of a specified period
based on the appreciation of the Company’s Common Stock during such specified period.




     2. Purpose and Scope.



          (a) The purpose of this Plan is to advance the interests of the Company and its stockholders
by affording Eligible Persons an opportunity for investment in the Company and the incentive
advantages inherent in stock ownership in this Company.




          (b) This Plan authorizes the Compensation Committee to grant (i) Options to purchase shares of
Common Stock; (ii) Restricted Stock; (iii) SARs; or (iv) any combination thereof, to Eligible
Persons selected by the Compensation Committee while considering criteria such as employment
position or other relationship with the Company, duties and responsibilities, ability,
productivity, length of service or association, morale, interest in the Company, recommendations by
supervisors, and other matters.




     3. Administration of the Plan. The Plan shall be administered by the Compensation
Committee. The Compensation Committee shall have the authority granted to it under this section
and under each other section of the Plan. The Compensation Committee shall have the authority, in
its sole discretion, to determine the type or types of Awards to be granted pursuant to the Plan.
Such Awards may be granted either alone, in addition to, or in tandem with, any other type of
Award.



          In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Compensation
Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of
shares of Common Stock, Restricted Stock or SARs to be subject to each Award, (ii) the time at
which each Award is to be granted, (iii) the extent to which the transferability of shares of
Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value
of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has
been granted, (vi) the period or periods and extent of exercisability of the Options and (vii) the
manner in which an Option becomes exercisable. In addition, the Compensation Committee shall fix
such other terms of each Award as the Compensation Committee may deem necessary or desirable. The
Compensation Committee shall determine the form, terms and provisions of each Agreement to evidence
each Award (which need not be identical).




          The Compensation Committee from time to time may adopt such rules and regulations for carrying
out the purposes of the Plan as it may deem proper and in the best interests of the Company. The
Compensation Committee shall keep minutes of its meetings and those minutes shall be available to
every member of the Board.




          All actions taken and all interpretations and determinations made by the Compensation
Committee in good faith (including determinations of Fair Market Value) shall be final and binding
upon all Participants, the Company and all other interested persons. No member of the Compensation
Committee shall be personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, and all members of the Compensation Committee shall, in addition to
rights they may have if Directors of the Company, be fully protected by the Company with respect to
any such action, determination or interpretation.




     4. The Common Stock. The Board is authorized to appropriate, issue and sell for the
purposes of the Plan, and the Compensation Committee is authorized to grant Options, Restricted
Stock, SARs or any combination thereof with respect to, a total number, not in excess of 500,000
shares of



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Common Stock, either treasury or authorized but unissued, as adjusted pursuant to Section 16.
All or any unsold shares subject to any Option, Restricted Stock, SAR or combination thereof, that
for any reason expires or otherwise terminates may again be made subject to any Option, Restricted
Stock, SAR or combination thereof, under the Plan. No Eligible Person may be granted Options,
Restricted Stock, SARs or any combination thereof under this Plan covering in excess of an
aggregate of 500,000 Option Shares and shares of Restricted Stock and SARs in any calendar year,
subject to adjustments pursuant to Section 16.




     5. Eligibility. Options which are intended to qualify as ISOs will be granted only to
Employees. Eligible Persons may hold more than one Option under the Plan and may hold Options
under the Plan and options granted pursuant to other plans or otherwise, and may hold Restricted
Stock and SARs under the Plan.



     6. Option Price. The Exercise Price for the Option Shares shall be established by the
Compensation Committee or shall be determined by a method established by the Compensation
Committee; provided that the Exercise Price to be paid by Optionees for the Option Shares that are
intended to qualify as ISOs, shall not be less than 100 percent of the Fair Market Value of the
Option Shares on the Date of Grant (or, in the case of an individual who owns stock possessing more
than 10 percent of the total combined voting power of all classes of stock of the Company, 110
percent of the Fair Market Value of the Option Shares on the Date of Grant).



     7. Duration and Exercise of Options.



          (a) The option period shall commence on the Date of Grant and shall be as set by the
Compensation Committee, but not to exceed 10 years in length.




          (b) The Compensation Committee may determine whether any Option shall be exercisable in
installments only; if the Compensation Committee determines that an Option shall be exercisable in
installments, it shall determine the number of installments and the percentage of the Option
exercisable at each installment date. All such installments shall be cumulative.




          (c) The Compensation Committee shall establish and set forth in each Agreement that evidences
an Option whether the Option shall continue to be exercisable, and the terms and conditions of such
exercise, after a termination of Continuous Status, any of which provisions may be waived or
modified by the Compensation Committee at any time, provided that any such waiver or modification
shall satisfy the requirements for exemption under Section 409A of the Code.




          (d) Each Option shall be exercised in whole or in part by delivery to the Company (or to a
brokerage firm designated or approved by the Company) of written notice of the number of shares
with respect to which the Option is to be exercised and by paying in full the Exercise Price for
the Option Shares purchased as set forth in Section 8; provided, that an Option may not be
exercised in part unless the aggregate purchase price for the Option Shares purchased is at least
$1,000.




          (e) No Option may be granted under this Plan until the Plan is approved by the shareholders of
the Company as provided in Section 17 below.




     8. Payment for Option Shares. If the aggregate purchase price of the Option Shares
purchased by any Optionee at one time exceeds $5,000, the Compensation Committee may permit all or
part of the Exercise Price for the Option Shares to be paid by delivery to the Company for
cancellation



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shares of the Company’s Common Stock owned by the Optionee with an aggregate Fair Market Value
as of the date of payment equal to the portion of the Exercise Price for the Option Shares that the
Optionee does not pay in cash. In the case of all other Option exercises, the Exercise Price shall
be paid in cash or check upon exercise of the Option, except that the Compensation Committee may
permit an Optionee to elect to pay the Exercise Price upon the exercise of an Option by authorizing
a third party broker-dealer in securities approved by the Compensation Committee to sell some or
all of the Option Shares acquired upon exercise of an Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting
from such exercise.




     9. Relationship to Employment or Position. Nothing contained in the Plan, or in any
Option, Restricted Stock Award, SAR or any combination thereof granted pursuant to the Plan, shall
confer upon any Participant any right with respect to continuance of employment by, or other
relationship with, the Company, or interfere in any way with the right of the Company to terminate
the Participant’s employment as an Employee or other position or relationship, at any time.



     10. Nontransferability of Option. Except as otherwise provided by the Compensation
Committee, no Option granted under the Plan shall be transferable by the Optionee, either
voluntarily or involuntarily, except by will or the laws of descent and distribution.



     11. Rights as a Stockholder. No person shall have any rights as a shareholder with
respect to any share covered by an Option until that person shall become the holder of record of
such share and, except as provided in Section 16, no adjustments shall be made for dividends or
other distributions or other rights as to which there is an earlier record date.



     12. Securities Laws Requirements. No Option Shares shall be issued unless and until,
in the opinion of the Company, any applicable registration requirements of the Securities Act of
1933, as amended, any applicable listing requirements of any securities exchange on which stock of
the same class is then listed, and any other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery, have been fully complied with. Each Option and each
Option Share certificate may be imprinted with legends reflecting federal and state securities
laws, restrictions and conditions, and the Company may comply therewith and issue “stop transfer”
instructions to its transfer agent and registrar in good faith without liability.



     13. Disposition of Shares. Each Optionee, as a condition of exercise, shall
represent, warrant and agree, in a form of written certificate approved by the Company, as follows:
(a) that all Option Shares are being acquired solely for his own account and not on behalf of any
other person or entity; (b) that no Option Shares will be sold or otherwise distributed in
violation of the Securities Act of 1933, as amended, or any other applicable federal or state
securities laws; (c) that he will report all sales of Option Shares to the Company in writing on a
form prescribed by the Company; and (d) that if he is subject to reporting requirements under
Section 16(a) of the Exchange Act, (i) he will not violate Section 16(b) of the Exchange Act, (ii)
he will furnish the Company with a copy of each Form 4 and Form 5 filed by him or her, and (iii) he
will timely file all reports required under the federal securities laws.



     Each Optionee shall immediately notify the Company in writing of any sale, transfer,
assignment or other disposition (or action constituting a disqualifying disposition within the
meaning of Section 421 of the Code) of any shares of Common Stock acquired through exercise of an
ISO, within two years after the grant of such ISO or within one year after the acquisition of such
shares, setting forth the date and manner of disposition, the number of shares disposed of and the
price at which such shares were disposed. The Company shall be entitled to withhold from any
compensation or other payments then or thereafter due to the


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Optionee such amounts as may
 be necessary to satisfy any withholding requirements of federal or state law or regulation
and, further, to collect from the Optionee any additional amounts which may be required for such
purpose. The Company may, in its discretion, require shares of Common Stock acquired by an
Optionee upon exercise of an ISO to be held in an escrow arrangement for the purpose of enabling
compliance with the provisions of this section.



     14. Incentive Stock Options. To the extent that the aggregate Fair Market Value of
Common Stock with respect to which ISO’s are exercisable for the first time by a Participant during
any calendar year exceeds $100,000, or, if different, the maximum limitation in effect at the Date
of Grant under the Code (the Fair Market Value being determined as of the Date of Grant for the
Option), such portion in excess of $100,000 shall be treated as Non-ISO’s.



     15. Restricted Stock and SARs.



          (a) Restricted Stock. The Compensation Committee is authorized to grant Restricted Stock to
Participants on the following terms and conditions:





          i. Grant and Restrictions. Restricted Stock shall be subject to
such restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Compensation Committee may impose, which
restrictions may lapse separately or in combination at such times,
under such circumstances (including based on achievement of
performance goals and/or future service requirements), in such
installments or otherwise, as the Compensation Committee may
determine at the date of grant or thereafter. During the restricted
period applicable to the Restricted Stock, the Restricted Stock may
not be sold, transferred, pledged, hypothecated, margined or
otherwise encumbered by the Participant.




          ii. Certificates for Stock. Restricted Stock granted under this
Plan may be evidenced in such manner as the Compensation Committee
shall determine. If certificates representing Restricted Stock are
registered in the name of the Participant, the Compensation Committee
may require that such certificates bear an appropriate legend
referring to the terms, conditions and restrictions of the
certificates, and that the Participant deliver a stock power to the
Company, endorsed in blank, relating to the Restricted Stock.




          iii. Dividends and Splits. As a condition to the grant of an
Award of Restricted Stock, the Compensation Committee may require or
permit a Participant to elect that any cash dividends paid on a share
of Restricted Stock be automatically reinvested in additional shares
of Restricted Stock or applied to the purchase of additional Awards
under this Plan. Unless otherwise determined by the Compensation
Committee, stock distributed in connection with a stock split or
stock dividend, and other property distributed as a dividend, shall
be subject to restrictions and a risk of forfeiture to the same
extent as the Restricted Stock with respect to which such stock or
other property has been distributed.



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          (b) SARs. The Compensation Committee is authorized to grant SARs to Participants, which are
rights to receive Common Stock, cash or a combination thereof at the end of a specified period
based on the appreciation of the Company’s Common Stock during such specified period, subject to
the following terms and conditions:





          i. Award and Restrictions. Settlement of an Award of SARs shall
occur upon expiration of the specified period for such SAR by the
Compensation Committee (or, if permitted by the Compensation
Committee, as elected by the Participant). In addition, SARs shall
be subject to such restrictions (which may include a risk of
forfeiture) as the Compensation Committee may impose, if any, which
restrictions may lapse at the expiration of the specified period or
at earlier specified times (including based on achievement of
performance goals and/or future service requirements), separately or
in combination, in installments or otherwise, as the Compensation
Committee may determine. SARs shall be satisfied by the delivery of
cash, Common Stock or a combination thereof in an amount equal to the
value of the appreciation of the specified number of shares of Common
Stock covered by SARs during the relevant period, as determined by
the Compensation Committee.




          ii. Dividend Equivalents. Unless otherwise determined by the
Compensation Committee at date of grant, Dividend Equivalents on the
specified number of shares of Common Stock covered by an Award of
SARs shall be either (a) paid with respect to such SARs on the
dividend payment date in cash or in shares of unrestricted Common
Stock having a Fair Market Value equal to the amount of such
dividends, or (b) deferred with respect to such SARs and the amount
or value thereof automatically deemed reinvested in additional SARs,
other Awards or other investment vehicles, as the Compensation
Committee shall determine or permit the Participant to elect.



          (c) Waiver of Restrictions. The Compensation Committee, in its sole discretion, may waive the
repurchase or forfeiture period and any other terms, conditions, or restrictions on any Restricted
Stock or SARs under such circumstances and subject to such terms and conditions as the Compensation
Committee shall deem appropriate; provided, however, that the Compensation Committee may not adjust
performance goals for any Restricted Stock or SARs intended to be exempt under Section 162(m) of
the Code for the year in which the Restricted Stock or SAR is settled in such a manner as would
increase the amount of compensation otherwise payable to a Participant.




     16. Change in Stock, Adjustments, Etc. In the event that each of the outstanding
shares of Common Stock (other than shares held by dissenting shareholders which are not changed or
exchanged) should be changed into, or exchanged for, a different number or kind of shares of stock
or other securities of the Company, or, if further changes or exchanges of any stock or other
securities into which the Common Stock shall have been changed, or for which it shall have been
exchanged, shall be made (whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividends, reclassification, split-up, combination of shares or otherwise),
then appropriate adjustment shall be made by the Compensation Committee to the aggregate number and
kind of shares subject to this Plan, and the number and kind of shares and the price per share
subject to outstanding Options, Restricted Stock, SARs



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or any combination thereof as provided in the respective Agreements in order to preserve, as nearly as practical,
but not to increase, the benefits to Participants.




     17. Effective Date of Plan; Termination Date of Plan. Subject to the approval of the
Plan by the affirmative vote of the holders of a majority of the Company’s securities entitled to
vote and represented at a meeting duly held in accordance with applicable law, the Plan shall be
deemed effective March 13, 2007. The Plan shall terminate at midnight on March 13, 2017, except as
to Options or SARs previously granted and outstanding under the Plan at that time. No Options,
Restricted Stock, SARs or any combination thereof shall be granted after the date on which the Plan
terminates. The Plan may be abandoned or terminated at any earlier time by the Board, except with
respect to any Options, Restricted Stock, SARs or any combination thereof then outstanding under
the Plan.



     18. Withholding Taxes. The Company, or any Related Company, may take such steps as it
may deem necessary or appropriate for the withholding of any taxes which the Company, or any
Related Company, is required by any law or regulation or any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with any Award including,
but not limited to, the withholding of all or any portion of any payment or the withholding of
issuance of Option Shares, Restricted Stock or SARs.



     19. Change in Control.



          In the event of a Change in Control of the Company, (a) the Compensation Committee, in its
discretion, may, at any time an Award is granted, or at any time thereafter, accelerate the time
period relating to the exercise or realization of any Options, Restricted Stock and SARs, and (b)
with respect to Options, Restricted Stock and SARs, the Compensation Committee in its sole
discretion may, at any time an Award is granted, or at any time thereafter, take one or more of the
following actions, which may vary among individual Participants: (i) provide for the purchase of
an Option, Restricted Stock and SAR for an amount of cash or other property that could have been
received upon the exercise of the Option, Restricted Stock and SAR had the instrument been
currently exercisable, (ii) adjust the terms of the Awards in a manner determined by the
Compensation Committee to reflect the Change in Control, (iii) cause the Awards to be assumed, or
new rights substituted therefor, by another entity, through the continuance of the Plan and the
assumption of outstanding Options, Restricted Stock and SARs, or the substitution for such Options,
Restricted Stock, SARs or any combination thereof of comparable value covering shares of a
successor corporation, with appropriate adjustments as to the number and kind of shares and
exercise prices, in which event the Plan and such Options, Restricted Stock and SARs, or the new
options and rights substituted therefor, shall continue in the manner and under the terms so
provided, (iv) accelerate the time at which Options or SARs then outstanding may be exercised so
that such Options or SARs may be exercised for a limited period of time on or before a specified
date fixed by the Compensation Committee, after which specified date, all unexercised Options or
SARs and all rights of Optionees and SAR participants thereunder shall terminate, or (v) make such
other provision as the Committee may consider equitable.




     20. Amendment.



          (a) The Board may amend, alter or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which would impair the right of a Participant under an outstanding
Agreement. In addition, no such amendment shall be made without the approval of the Company’s
shareholders to the extent such approval is required by law or agreement.




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          (b) The Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, but no such amendment shall impair the rights of any Participant without the
Participant’s consent.




          (c) Subject to the above provisions, the Board shall have authority to amend the Plan to take
into account changes in law and tax and accounting rules as well as other developments, and to
grant Awards which qualify for beneficial treatment under such rules without shareholder approval.




     21. Other Provisions.



          (a) The use of a masculine gender in the Plan shall also include within its meaning the
feminine, and the singular may include the plural, and the plural may include the singular, unless
the context clearly indicates to the contrary.




          (b) Any expenses of administering the Plan shall be borne by the Company.




          (c) This Plan shall be construed to be in addition to any and all other compensation plans or
programs. Neither the adoption of the Plan by the Board nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any limitations on the
power or authority of the Board to adopt such other additional incentive or other compensation
arrangements as the Board may deem necessary or desirable.




          (d) The validity, construction, interpretation, administration and effect of the Plan and of
its rules and regulations, and the rights of any and all personnel having or claiming to have an
interest therein or thereunder shall be governed by and determined exclusively and solely in
accordance with the laws of the State of Maryland.




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