ex10_1.htm


     

     

    STORM
      CAT ENERGY CORPORATION

    CHANGE
      IN CONTROL

    SEVERANCE
      PAY PLAN

    


    Storm
      Cat Energy Corporation (the
“Company”), sets forth herein the terms of its Change in Control Severance Pay
      Plan (the “Plan”) as follows:

     

    SECTION
      1.        PURPOSE.

     

    The
      Board of Directors of the Company
      (the “Board”) believes that it is in the best interests of the Company to
      encourage the continued employment with and dedication to the Company of certain
      of the Company’s and its Affiliates’ officers and employees in the face of
      potentially distracting circumstances arising from the possibility of a change
      in control of the Company, and the Board has established the Plan for this
      purpose.

     

    SECTION
      2.        DEFINITIONS.

     

    (a)           “Accrued
      Obligations” means, with respect to an Employee, the sum of (1) the Employee’s
      Annual Base Salary through the Date of Termination to the extent not theretofore
      paid, (2) the product of (x) the Employee’s Annual Bonus and (y) a fraction, the
      numerator of which is the number of days in the current fiscal year through
      the
      Date of Termination, and the denominator of which is 365,
      and (3) any accrued vacation pay, to the extent not
      theretofore paid.

    


    (b)           “Affiliate”
      means, with respect to the Company, any company or other trade or business
      that
      controls, is controlled by or is under common control with the Company within
      the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as
      now
      in effect or as hereafter amended, including, without limitation, any
      subsidiary.

    


    (c)           “Annual
      Base Salary” means- the annual base salary payable to the Employee by the
      Company and its Affiliates as of the Date of Termination.

    


    (d)           “Annual
      Bonus” means, with respect to an Employee, the highest amount paid to the
      Executive as bonus payments in a single year during the last two full fiscal
      years prior to the Date of Termination (annualized in the event that the
      Employee was not employed by the Company for the whole of such fiscal
      year).

    


                          (e)           “Board”
      means the Board of Directors of the Company.

    


     (f)           “Cause”
      for termination of an Employee’s employment by the Company shall be deemed to
      exist if: (i) any conduct involving gross negligence, gross mismanagement,
      or
      the unauthorized disclosure of confidential information or trade secrets; (ii)
      dishonesty or a violation of the Company’s Code of Business Conduct or Insider
      Trading Policy that has a detrimental impact on the reputation, goodwill or
      business position of the Company or any of its Affiliates; (iii) gross
      obstruction of business operations or illegal or disreputable conduct by
      Employee that impairs the reputation, goodwill or business position of the
      Company or any of its Affiliates, including acts that violate any policy of
      the
      Company relating to discrimination or harassment; (iv) commission of a felony
      or
      a crime involving moral turpitude or the entrance of a plea of guilty or nolo
      contedere to a felony or a crime involving moral turpitude; or (v) Employee
      fails to cure, within 30 days after notice thereof, any injury to the economic
      or ethical welfare of Company caused by Employee’s inattention to Employee’s
      duties and responsibilities, or any material failure to comply with Company’s
      reasonable performance expectations.

    


    (g)           “Change
      in Control” means any of the following to occur, provided that only the first
      such event to occur shall be a Change in Control for purposes of this
      Plan:

    


    (1)           The
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (i)
      the then outstanding shares of common stock of the Company (the “Outstanding
      Company Common Stock”) or (ii) the combined voting power of the then outstanding
      voting securities of the Company entitled to vote generally in the election
      of
      directors (the “Outstanding Company Voting Securities”); provided,
however, that for purposes of this subsection (g), the following
      acquisitions shall not constitute a Change in Control: (x) any acquisition
      by
      the Company; (y) any acquisition by any employee benefit plan (or related trust)
      sponsored or maintained by the Company or any corporation controlled by the
      Company; and (z) any acquisition by any entity pursuant to a transaction which
      complies with clauses (i), (ii) and (iii) of subsection (3) of this Section
      2(g); or

    


    (2)           Individuals
      who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
      for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
      date
      hereof whose election, or nomination for election by the Company’s shareholders,
      was approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board shall be considered as though such individual were a member
      of the Incumbent Board, but excluding, for this purpose, any such individual
      whose initial assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      Person other than the Board; or

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3)           Consummation
      of a reorganization, merger or consolidation or sale or other disposition of
      all
      or substantially all of the assets of the Company (a “Business Combination”), in
      each case unless, following such Business Combination, (i) all or substantially
      all of the individuals and entities who were the beneficial owners,
      respectively, of the Outstanding Company Common Stock and Outstanding Company
      Voting Securities immediately prior to such Business Combination beneficially
      own, directly or indirectly, more than 50% of, respectively, the then
      outstanding shares of common stock and the combined voting power of the then
      outstanding voting securities entitled to vote generally in the election of
      directors, as the case may be, of the entity resulting from such Business
      Combination (including, without limitation, a corporation which as a result
      of
      such transaction owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) in substantially
      the
      same proportions as their ownership, immediately prior to such Business
      Combination of the Outstanding Company Common Stock and Outstanding Company
      Voting Securities, as the case may be, and (ii) no Person (excluding any
      corporation resulting from such Business Combination or any employee benefit
      plan (or related trust) of the Company or such corporation resulting from such
      Business Combination) beneficially owns, directly or indirectly, 35% or more
      of,
      respectively, the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then outstanding voting securities of such corporation except to the extent
      that
      such ownership existed prior to the Business Combination and (iii) at least
      a
      majority of the members of the board of directors of the corporation resulting
      from such Business Combination were members of the Incumbent Board at the time
      of the execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination; or

    


    (4)           Approval
      by the shareholders of the Company of a complete liquidation or dissolution
      of
      the Company.

    


    (h)           “Change
      in Control Date” means, with respect to a Change in Control Event, the date of
      consummation of the Change in Control relating to such Change in Control
      Event.

    


    (i)           “Change
      in Control Event” means the earlier to occur of (i) a Change in Control or (ii)
      the execution and delivery by the Company of an agreement providing for a Change
      in Control.

    


    (j)           “Change
      in Control Period” means the period commencing upon the
      first Change in Control Event to occur within the meaning
      of this Plan and ending one year after the Change in Control Date relating
      to
      such Change in Control Event.

    


    (k)           “Company”
      means Storm Cat Energy Corporation or, from and after a Change in Control of
      the
      Company, the successor to the Company in any such Change in
      Control.

    


    (l)           “Comparable
      Position” means both (1) a job of similar duties with the Company or its
      Affiliate and (2) a job with pay and benefits at a level that would not give
      rise to Good Reason under this Plan.

    


                          (m)           “Date
      of Termination” means the effective date of termination of the Employee’s
      employment with the Company and all of its Affiliates.

    


    (n)           “Disability”
      means a termination of employment as a result of the fact that the Employee
      is
      unable to engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can reasonably be expected
      to
      result in death or can be expected to last for a continuous period of at least
      twelve (12) months.

    


    (o)           “Employee”
      means a regular full-time employee of the Company or any of its Affiliates
      at
      the time of a Change in Control Event, other than any employee whose employment
      is subject to a collective bargaining agreement between the Company or an
      Affiliate and a collective bargaining unit.

    


    (p)           “Good
      Reason” means: (1) any reduction in an Employee’s base salary, fringe benefits
      or bonus eligibility, except in connection with a reduction in such compensation
      generally applicable to peer employees of the Company; (2) an Employee has
      had
      his responsibilities or areas of supervision with the Company substantially
      reduced; or (3) an Employee is required to move his office more than 50 miles
      from the location where the office of the Employee was previously
      located.

    


    (q)           “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    (r)           “Other
      Benefits” means, with respect to an Employee, any other amounts or benefits
      required to be paid or provided or which the Employee is eligible to receive
      under any plan, program, policy or practice or contract or agreement of the
      Company and its Affiliates.

    


    (s)           “Severance
      Period” means the number of months set forth on Schedule A for which
      benefits are provided pursuant to Section 4(a)(ii).

    


    (t)           “Tier
      1 Employee” means an Employee listed on Schedule B.

    


    (u)           “Tier
      2 Employee” means an Employee listed on Schedule C.

    


    (v)           “Tier
      3 Employee” means an Employee listed on Schedule D.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      3.         TERM.

     

    This
      Plan shall be effective during the
      Change in Control Period; provided, however, that this initial
      term of the Plan shall be automatically extended, if necessary, so that this
      Plan remains in full force and effect until all payments required to be made
      hereunder have been made.  References herein to the term of this Plan
      shall include the initial term and any additional period for which this Plan
      is
      extended or renewed.

     

    SECTION
      4.        SEVERANCE
      BENEFITS FOLLOWING A CHANGE IN CONTROL.

     

    (a)           Good
      Reason; Other Than for Cause.  If the Company terminates an
      Employee’s employment other than for Cause (including on account of Disability)
      or the Employee terminates employment on account of death or for Good Reason
      during the Change in Control Period:

    


    (i)           The
      Company shall pay to the Employee the following amounts:

    


    A.           the
      Accrued Obligations in a lump sum in cash within 10 business days of the Date
      of
      Termination;

    


    B.           the
      severance benefits provided in Schedule A for Tier 1 Employees, Tier 2
      Employees and Tier 3 Employees, respectively; provided, however,
      that the Employee has executed a Waiver and Release substantially in the form
      set forth in Schedule H, and the revocation period for such Waiver and
      Release has passed.

    


    The
      Company shall pay the amounts provided in subparagraph (B) in a lump sum in
      cash
      within 10 business days of the Employee’s Date of Termination;
providedfurther, that the Company shall provide the Employee with
      notice of employment termination and with a copy of the Waiver and Release
      sufficiently in advance of the Employee’s Date of Termination to satisfy the 21
      or 45 day consideration period, as applicable, under the Waiver and
      Release.  All severance benefits provided to an Employee pursuant to
      subparagraph (B) of this Section 4(a)(i) shall be (1) contingent on consummation
      of the Change in Control, (2) reduced and/or offset by any notice, payments
      or
      benefits to which the Employee may be entitled under the federal Worker
      Adjustment and Retraining Notification (“WARN”) Act, 29 U.S.C. § 2101 et seq.,
      as amended, and any applicable state plant or facility closing or mass layoff
      law, and (3) reduced and/or offset by any payments or benefits to which the
      Employee may be entitled under an employment or other agreement with the Company
      or an Affiliate.

    


    The
      mere
      occurrence of a Change in Control shall not be treated as a termination of
      an
      Employee’s employment under this Plan, nor shall the mere transfer of an
      Employee’s employment between the Company and/or any of its Affiliates be
      treated as a termination under this Plan.  Further, an Employee shall
      not be eligible for any severance benefits provided in subparagraph (B) of
      this
      Section 4(a)(i) if, after the Change in Control Event, the Employee is
      terminated as a result of an acquisition, sale, spin-off or other business
      transaction of the Company or its Affiliate in connection with which (1) the
      successor party agrees for the remaining duration of the Change in Control
      Period, and agrees to cause its applicable affiliate, to provide severance
      benefits at least equal to those provided under this Plan, and (2) the Employee
      either is offered continued employment with the successor party or its affiliate
      in a Comparable Position to the one held by the Employee immediately prior
      to
      his or her Date of Termination or declines an interview for such a Comparable
      Position.

    


    Anything
      in this Plan to the contrary notwithstanding, if, as a result of termination
      of
      an Employee’s employment with the Company, the Employee would receive any
      payment that, absent the application of this paragraph of Section 4(a)(i),
      would
      be subject to interest and additional tax imposed pursuant to Section 409A(a)
      of
      the Code as a result of the application of Section 409A(2)(B)(i) of the Code,
      then no such payment shall be payable prior to the date that is the earliest
      of
      (1) 6 months after the Employee’s Date of Termination, (2) the Employee’s death
      or (3) such other date as will cause such payment not to be subject to such
      interest and additional tax.

    


    (ii)           With
      respect to Tier 1 Employees and Tier 2 Employees only, for the Severance Period
      after the Date of Termination, or such longer period as may be provided by
      the
      terms of the appropriate plan, program, practice or policy, the Company shall
      continue benefits to the Employee and/or the Employee’s family at least equal to
      those which would have been provided to them in accordance with the welfare
      benefit plans, practices, policies and programs provided by the Company and
      its
      Affiliates for medical, prescription, and dental benefits
      to the extent applicable generally to other peer employees of the Company and
      its Affiliates, as if the Employee’s employment had not been terminated and with
      the same the level of monthly Employee contribution as applicable prior to
      termination of employment; provided, however, that if the Employee
      becomes reemployed with another employer and is eligible to receive medical
      or
      other welfare benefits under another employer provided plan, the medical and
      other welfare benefits described herein shall be secondary to those provided
      under such other plan during such applicable period of
      eligibility.   The continuation coverage under this Section
      4(a)(ii) shall count towards the obligation of the Company or an Affiliate
      to
      provide COBRA continuation coverage.

    


    (iii)           To
      the extent not theretofore paid or provided, the Company shall timely pay or
      provide to the Employee all Other Benefits.

    


    


    (b)           Cause;
      Other Than for Good Reason.  If the Employee’s employment is
      terminated for Cause during the Change in Control Period or the Employee
      voluntarily terminates employment without Good Reason, the Employee shall only
      be entitled to the following payments: (i) his Annual Base Salary through the
      Date of Termination and (ii) Other Benefits through the Date of Termination,
      in
      each case to the extent theretofore unpaid.

    


    (c)           Tax
      Gross-Up Payment; Parachute Limitation.  The Company shall provide
      a tax gross-up on the terms set forth in Schedule E to Tier 1 Employees
      and Schedule F to Tier 2 Employees entitled to severance benefits under
      Section 4(a).  Tier 3 Employees entitled to severance benefits
      pursuant to Section 4(a) shall be subject to the parachute limitation set forth
      in Schedule G.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      5.        EFFECT
      ON
      EQUITY COMPENSATION.

     

    Immediately
      prior to a Change in
      Control, all equity compensation grants made to an Employee by the Company
      that
      are outstanding at the time of such Change in Control shall be accelerated
      and
      vest 100%.  Accordingly, all stock options shall be exercisable at
      such time in accordance with their terms. This Plan is intended to amend all
      equity compensation grants previously awarded to Employees to accelerate vesting
      as described above to the extent vesting would not otherwise be accelerated
      under the terms of such equity compensation grants.

    


     

    SECTION
      6.        CONFIDENTIALITY.

     

    An
      Employee shall hold in a fiduciary
      capacity for the benefit of the Company all secret or confidential information,
      knowledge or data relating to the Company or any of its Affiliates, and their
      respective businesses, which shall have been obtained by the Employee during
      the
      Employee’s employment by the Company or any of its Affiliates and which shall
      not be or become public knowledge (other than by acts by the Employee or
      representatives of the Employee in violation of this Plan).  After the
      Employee’s Date of Termination, the Employee shall not, without the prior
      written consent of the Company or as may otherwise be required by law or legal
      process, communicate or divulge any such information, knowledge or data to
      anyone other than the Company and those designated by it.

     

    SECTION
      7.        EXPENSES.

     

    The
      Company shall pay any and all
      reasonable legal fees and expenses incurred by an Employee in seeking to obtain
      or enforce, by bringing an action against the Company, any right or benefit
      provided in this Plan if the Employee is successful in whole or in part in
      such
      action.

     

    SECTION
      8.        WITHHOLDING.

     

    Notwithstanding
      anything in this Plan
      to the contrary, all payments required to be made by the Company hereunder
      to an
      Employee or his estate or beneficiaries shall be subject to the withholding
      of
      such amounts relating to taxes as the Company reasonably may determine it should
      withhold pursuant to any applicable law or regulation. In lieu of withholding
      such amounts, in whole or in part, the Company may, in its sole discretion,
      accept other provisions for the payment of taxes and any withholdings as
      required by law, provided that the Company is satisfied that all requirements
      of
      law affecting its responsibilities to withhold compensation have been
      satisfied.

     

    SECTION
      9.         NO
      DUTY TO
      MITIGATE.

     

    An
      Employee’s payments received
      hereunder shall be considered severance pay in consideration of past service,
      and pay in consideration of continued service from the date hereof and
      entitlement thereto shall not be governed by any duty to mitigate damages by
      seeking further employment.

     

    SECTION
      10.        AMENDMENT,
      SUSPENSION
      OR TERMINATION.

     

    This
      Plan may be amended, suspended or
      terminated at any time by the Board; provided, however, that,
      following the Change in Control Date, the Board may not amend, suspend or
      terminate this Plan in any manner that impairs the rights of participants
      without the consent of all Employees then subject to the Plan.

     

    SECTION
      11.        GOVERNING
      LAW.

     

    This
      Plan shall be governed by the laws
      of the United States to the extent applicable and otherwise by the laws of
      the
      State of Colorado, excluding the choice of law rules thereof.

     

    SECTION
      12.        SEVERABILITY.

     

    If
      any part of any provision of this
      Plan shall be invalid or unenforceable under applicable law, such part shall
      be
      ineffective to the extent of such invalidity or unenforceability only, without
      in any way affecting the remaining parts of such provision or the remaining
      provisions of this Plan.

     

    SECTION
      13.        DISCLAIMER
      OF
      RIGHTS.

     

    No
      provision in this Plan shall be
      construed to confer upon any individual the right to remain in the employ or
      service of the Company or any Affiliate, or to interfere in any way with any
      contractual or other right or authority of the Company either to increase or
      decrease the compensation or other payments to any individual at any time,
      or to
      terminate any employment or other relationship between any individual and the
      Company. The obligation of the Company to pay any benefits pursuant to this
      Plan
      shall be interpreted as a contractual obligation to pay only those amounts
      described herein, in the manner and under the conditions prescribed herein.
      The
      Plan shall in no way be interpreted to require the Company to transfer any
      amounts to a third party trustee or otherwise hold any amounts in trust or
      escrow for payment to any participant or beneficiary under the terms of the
      Plan.

     

    SECTION
      14.        CAPTIONS.

     

    The
      use of captions in this Plan is for
      the convenience of reference only and shall not affect the meaning of any
      provision of this Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      15.        NUMBER
      AND
      GENDER.

     

    With
      respect to words used in this
      Plan, the singular form shall include the plural form, the masculine gender
      shall include the feminine gender, etc., as the context requires.

     

    SECTION
      16.        SECTION
      409A.

     

    It
      is the intention of the parties that
      payments or benefits payable under this Plan not be subject to the additional
      tax imposed pursuant to Section 409A of the Code.  To the extent such
      potential payments or benefits could become subject to such Section, the parties
      shall cooperate to amend this Plan with the goal of giving the Employees the
      economic benefits described herein in a manner that does not result in such
      tax
      being imposed.

     

    SECTION
      17.        PLAN
      ADMINISTRATION.

     

    The
      Plan
      shall be administered by the Company (the “Plan Administrator”).  The
      Plan Administrator shall be responsible for maintaining records, determining
      eligibility and making decisions with respect to claims for
      benefits.  The Plan Administrator shall adopt such rules for the
      administration of the Plan as it considers desirable, and may construe the
      Plan,
      correct defects, supply omissions, and reconcile inconsistencies to the extent
      necessary to effectuate the Plan.  Any actions taken pursuant to this
      paragraph are discretionary actions of the Plan Administrator, and shall be
      conclusive and binding on all parties, subject to the claims procedure in
      Section 18.

     

    SECTION
      18.        CLAIMS
      PROCEDURE.

     

    Any
      claims concerning eligibility, participation, benefits or other aspects of
      the
      Plan must be submitted in writing and directed to the Plan Administrator within
      30 days of receipt of the disputed benefit (or, if no benefit was received,
      the
      date the claimant believes the benefit should have been
      received).  The Plan Administrator shall notify the
      claimant of the Plan’s denial of a claim, in whole or in part, within a
      reasonable period of time, but no later than 90 days after the receipt of the
      claim, unless special circumstances require an extension of time.  If
      an extension of time is required, written notice shall be furnished to the
      claimant within 90 days of the date the claim was filed, stating the special
      circumstances requiring an extension and a date by which a decision on the
      claim
      can be expected, which will be no more than 180 days from the date the claim
      was
      filed.

     

    If
      a
      claim is denied, in whole or in part, the Plan Administrator shall provide
      the
      claimant with written or electronic notification of such denial.  Any
      electronic notification shall comply with the standards imposed by 29 C.F.R.
§
2520.104b-1(c)(1)(i),(iii) and (iv).  Such notice will
      state:

     

    
      	
               

            	
              (a)

            	
              The
                specific reason or reasons for denial of the
                claim;

            


    

     

    
      	
               

            	
              (b)

            	
              A
                specific reference to the pertinent Plan provision or provisions
                upon
                which denial is based;

            


    

     

    
      	
               

            	
              (c)

            	
              A
                description of any additional material or information necessary for
                the
                claimant to perfect the claim and an explanation of why such material
                or
                information is necessary; and

            


    

     

    
      	
               

            	
              (d)

            	
              A
                description of the Plan’s review procedures and the time limits applicable
                to such procedures, including a statement of the claimant’s right to bring
                a civil action under ERISA Section 502(a) following a denial on
                review.

            


    

     

    A
      claimant whose claim has been denied, in whole or in part, may appeal the
      denial, act or omission.  A claimant’s petition for appeal must be in
      writing and state:

     

    
      	
               

            	
              (1)

            	
              The
                claimant’s name and address;

            


    

     

    
      	
               

            	
              (2)

            	
              The
                fact that claimant is disputing a denial of claim or the Plan
                Administrator’s act or omission;

            


    

     

    
      	
               

            	
              (3)

            	
              The
                denial notice’s date; and

            


    

     

    
      	
               

            	
              (4)

            	
              The
                reason or reasons, in clear and concise terms, for disputing the
                denial or
                the Plan Administrator’s act or
                omission.

            


    

     

    The
      claimant must deliver the appeal petition to the Plan Administrator within
      60
      days after receiving the denial notice or the Plan Administrator’s act or
      omission.  Failure to file an appeal petition within the 60-day period
      waives the claimant’s rights to an appeal.

    


    Prior
      to
      the deadline above, the claimant may submit relevant documents, records, written
      comments and other information to the Plan Administrator.  The Plan
      shall provide to the claimant, upon request, and free of charge, reasonable
      access to, and copies of, all documents, records, and other information relevant
      to the claim.  The Plan Administrator shall provide for a review that
      takes into account all comments, documents, records and other information
      submitted by the claimant relating to the claim without regard to whether such
      information was submitted or considered in the initial
      determination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Plan
      Administrator shall render a decision on the claim on review promptly, but
      not
      later than 60 days after the receipt of the claimant’s request for review,
      unless such special circumstances (such as a need to hold a hearing, if
      necessary), require an extension of time for processing, in which case the
      60
      day period may be extended to 120 days.  The Plan Administrator shall
      notify the claimant in writing of any such extension, and the extension notice
      shall indicate the circumstances requiring an extension of time and the date
      by
      which the Plan expects to render the determination on review.  The
      Plan Administrator shall provide a claimant with written or electronic
      notification of the Plan’s benefit determination upon review.  Any
      electronic notification shall comply with the standards imposed by 29 C.F.R.
§
2520.104b-1(c)(1)(i), (iii) and (iv).  In the case of a denial on
      review, the notification shall set forth, in a manner calculated to be
      understood by the claimant, the following:

     

    
      	
               

            	
              (x)

            	
              The
                specific reason or reasons for the
                denial;

            


    

     

    
      	
               

            	
              (y)

            	
              Reference
                to the specific plan provision or provisions on which the benefits
                determination is based; and

            


    

     

    
      	
               

            	
              (x)

            	
              A
                statement that the claimant is entitled to receive upon request,
                and free
                of charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant to the claimant’s claim for
                benefits.

            


    

     

    A
      claimant shall not have the right to
      bring a civil action against either the Plan or the Plan Administrator for
      a
      claim for benefits until the claimant has completely exhausted the procedures
      set forth in this Section 18.

     

    SECTION
      19.        STATEMENT
      OF ERISA
      RIGHTS OF PLAN PARTICIPANTS.

     

    Participants
      in the Plan are entitled
      to certain rights and protections under the Employee Retirement Income Security
      Act of 1974 (“ERISA”).  ERISA provides that all Plan participants
      shall be entitled to:

    


    
      	
               

            	
              1.

            	
              Examine,
                without charge, at the Plan Administrator’s office and at other specified
                locations such as work sites, all Plan documents and copies of all
                documents filed by the Plan with the U.S. Department of
                Labor.

            


    

    


    
      	
               

            	
              2.

            	
              Obtain
                copies of all Plan documents and other Plan information upon written
                request to the Plan Administrator.  The Plan Administrator may
                make a reasonable charge for the
                copies.

            


    

    


    In
      addition to creating rights for Plan
      participants, ERISA imposes duties upon the people who are responsible for
      the
      operation of the employee benefit plan.  The people and organizations
      responsible for the operation of the Plan are called “fiduciaries” of the
      Plan.  Under ERISA, the fiduciaries have a duty to operate the Plan
      prudently and in the exclusive interest of the Plan participants and
      beneficiaries.  No one, including an Employee’s employer or any other
      person, may fire an Employee or otherwise discriminate against an Employee
      in
      any way to prevent him or her from obtaining a benefit or exercising his or
      her
      rights under ERISA.  If an Employee’s claim for a benefit under the
      Plan is denied, in whole or in part, he or she must receive a written
      explanation of the reason for the denial.  An Employee has the right
      to have the Plan Administrator review and reconsider his or her
      claim.  Under ERISA, there are steps an Employee can take to enforce
      the above rights. For instance, if an Employee requests materials from the
      Plan
      Administrator and does not receive them within 30 days, he or she may file
      suit
      in a federal court.  In such a case, the court may require the Plan
      Administrator to provide the material and pay the Employee up to $110 a day
      until he or she receives the materials, unless the materials were not sent
      because of reasons beyond the control of the Plan Administrator.

    


    If
      an Employee has a claim for benefits
      which is denied or ignored, in whole or in part, he or she may file suit in
      a
      state or federal court.  If it should happen that Plan fiduciaries
      misuse the Plan’s money, or if an Employee is discriminated against for
      asserting his or her rights, the Employee may seek assistance from the U.S.
      Department of Labor, or he or she may file suit in a federal
      court.  The court will decide who should pay court costs and legal
      fees.  If the Employee is successful, the court may order the person
      he or she sued to pay these costs and fees.  If the Employee loses,
      the court may order the Employee to pay these costs and fees, for example,
      if it
      finds the claim is frivolous. If an Employee has any questions about the Plan,
      he or she should contact the Plan Administrator.  If an Employee has
      any questions about this statement or about his or her rights under ERISA,
      or if
      an Employee needs assistance in obtaining documents from the Plan Administrator,
      he or she should contact the nearest office of the Employee Benefits Security
      Administration, U.S. Department of Labor, listed in the telephone directory
      or
      the Division of Technical Assistance and Inquiries, Employee Benefits Security
      Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
      Washington, D.C. 20210.  An Employee may also obtain certain
      publications about his or her rights and responsibilities under ERISA by calling
      the publications hotline of the Employee Benefits Security
      Administration.

     

    SECTION
      20.        NON-ALIENATION.

     

    No
      benefit under the Plan may be
      anticipated, alienated, sold, transferred, assigned, pledged, encumbered or
      charged, and any attempt to do so shall be void.

     

    SECTION
      21.        FUNDING.

     

    Plan
      benefits are not paid from a trust
      or similar funding arrangement.  The Plan is self-funded by the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      22.        OTHER
      PLAN
      INFORMATION.

     

    


    
      	
              (a)Plan
                Sponsor:

            	
              Storm
                Cat Energy Corporation

              1125
                17th Street, Suite 2310

              Denver,
                Colorado 80202

              (303)
                991-5070

            
	
              (b)Employer
                Identification Number:

            	
              _______________

            
	
              (c)Agent
                For Service of Legal Process:

            	
              Storm
                Cat Energy Corporation

              1125
                17th Street, Suite 2310

              Denver,
                Colorado 80202

              (303)
                991-5070

            
	
              (d)Plan
                Year:

            	
              January
                1st
                to
                December 31st

            
	
              (e)Effective
                Date:

            	
              ________
                __, 2007

            
	
              (f)Type
                of Plan:

            	
              The
                Plan is an employee welfare benefit plan designed to provide severance
                benefits to certain eligible employees whose employment with the
                Company
                terminates under certain prescribed conditions.  Benefits under
                this type of plan are not insured by the Pension Benefit Guaranty
                Corporation.

               

            
	
              (g)Plan
                Number:

            	
              5___

            
	
              (h)Plan
                Administrator:

            	
              Storm
                Cat Energy Corporation

              1125
                17th Street, Suite 2310

              Denver,
                Colorado 80202

              (303)
                991-5070

            


    

    


    


    


    *  *  *  *  *

    


    This
      Plan was duly adopted and approved
      by the Board of Directors as of the 19th day of
      September,
      2007.

    
 

    /s/
      Paul Wiesner

                                    Secretary
      of the
      Meeting

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      A

    Severance
      Benefits

    


    


    If
      the Employee is a Tier 1 Employee,
      the amount equal to: (a) two times (b) the sum of the Employee’s (x) Annual Base
      Salary and (y) Annual Bonus.  For purposes of Section 4(a)(ii), the
      Severance Period for a Tier 1 Employee shall be eighteen months.  The
      tax gross-up applicable to Tier 1 Employees is set forth in Schedule
      E.

    


    If
      the
      Employee is a Tier 2 Employee, the amount equal to: (a) one time (b) the sum
      of
      the Employee’s (x) Annual Base Salary and (y) Annual Bonus.  For
      purposes of Section 4(a)(ii), the Severance Period for a Tier 2 Employee shall
      be twelve months.  The tax gross-up applicable to Tier 2 Employees is
      set forth in Schedule F.

    


    If
      the Employee is a Tier 3 Employee,
      the amount equal to one-twelfth of the Employee’s Annual
      Base Salary (the “Monthly Compensation”) for each consecutive month period of
      service with the Company and its Affiliates (rounded to the nearest month),
      up
      to a maximum severance benefit of eleven times the Employee’s Monthly
      Compensation and a minimum severance benefit of two times the Employee’s Monthly
      Compensation.  The parachute limitation applicable to Tier 3 Employees
      is set forth in Schedule G.

     

     

    Schedule
      B

    Tier
      1 Employees

    


    Chief
      Executive Officer

    President

    Chief
      Operating Officer

    Chief
      Financial Officer

     

    Schedule
      C

    Tier
      2 Employees

    


    


    All
      Employees that are not Tier 1 Employees and that have been employed by the
      Company (or any Affiliate thereof) for at least 12 consecutive
      months.

    


     

    Schedule
      D

    Tier
      3 Employees

    


    All
      Employees that are not Tier 1 Employees and that have NOT been employed by
      the
      Company (or any Affiliate thereof) for at least 12 consecutive
      months.

    


     

    Schedule
      E

    Tax
      Gross-Up Payment for Tier 1 Employees

    


    A.           Gross-Up
      Payment.  If, during the term of the Plan, there is a Change in
      Control of the Company that causes any payment or distribution by the Company
      to
      or for the benefit of the Tier 1 Employee (whether paid or payable or
      distributed or distributable pursuant to the terms of this Plan or otherwise,
      but determined without regard to any additional payments required under this
      Schedule E) (a “Payment”) to be subject to the excise tax imposed
      by Section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”) (such excise tax, together with any interest or penalties
      incurred by the Tier 1 Employee with respect to such excise taxes, the
“Excise Tax”), then the Tier 1 Employee shall be entitled to receive an
      additional payment (a “Gross-Up Payment”) in an amount equal to the
      Excise Tax imposed upon such Payments and the Excise Tax imposed upon the
      Gross-Up Payment.

     

    B.           Determination
      of the Gross-Up Payment.  Subject to the provisions of Section C
      of this Schedule E, all determinations required to be made under this
Schedule E, including whether and when a Gross-Up Payment is required
      and
      the amount of such Gross-Up Payment and the assumptions to be utilized in
      arriving at such determination, shall be made by a certified public accounting
      firm designated by the Company and reasonably acceptable to the Tier 1 Employee
      (the “Accounting Firm”), which shall provide detailed supporting
      calculations both to the Company and the Tier 1 Employee within 15 business
      days
      of the receipt of notice from the Tier 1 Employee that there has been a Payment
      with respect to which the Tier 1 Employee in good faith believes a Gross-Up
      Payment may be due under this Schedule E, or such earlier time as is
      requested by the Company.  All fees and expenses of the Accounting
      Firm shall be borne solely by the Company.  Any Gross-Up Payment, as
      determined pursuant to this Schedule E, shall be paid by the Company to
      the Tier 1 Employee within five days of the later of (1) the due date for the
      payment of any Excise Tax and (2) the receipt of the Accounting Firm’s
      determination.  Any determination by the Accounting Firm shall be
      binding upon the Company and the Employee.  As a result of the
      uncertainty in the application of Section 4999 of the Code at the time of the
      initial determination by the Accounting Firm hereunder, it is possible that
      Gross-Up Payments which will not have been made by the Company should have
      been
      made (“Underpayment”), consistent with the calculations required to be
      made hereunder.  In the event that the Company exhausts its remedies
      pursuant to this Schedule E and the Tier 1 Employee thereafter is
      required to make a payment of any Excise Tax, the Accounting Firm shall
      determine the amount of the Underpayment that has occurred and any such
      Underpayment shall be promptly paid by the Company to the Tier 1 Employee or
      for
      the Tier 1 Employee’s benefit.  The previous sentence shall apply,
      with the necessary adjustments, to any overpayment of a Gross-Up
      Payment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    C.           Procedures.  The
      Tier 1 Employee shall notify the Company in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by the Company
      of
      the Gross-Up Payment.  Such notification shall be given as soon as
      practicable but no later than 10 business days after the Tier 1 Employee is
      informed in writing of such claim and shall apprise the Company of the nature
      of
      such claim and the date on which such claim is requested to be
      paid.  The Tier 1 Employee shall not pay such claim prior to the
      expiration of the 30-day period following the date on which it gives such notice
      to the Company (or such shorter period ending on the date that any payment
      of
      taxes with respect to such claim is due).  If the Company notifies the
      Tier 1 Employee in writing prior to the expiration of such period that it
      desires to contest such claim, the Tier 1 Employee shall:

     

    (1)           give
      the Company any information reasonably requested by the Company relating to
      such
      claim,

     

    (2)           take
      such action in connection with contesting such claim as the Company shall
      reasonably request in writing from time to time, including, without limitation,
      accepting legal representation with respect to such claim by an attorney
      reasonably selected by the Company,

     

    (3)           cooperate
      with the Company in good faith in order effectively to contest such claim,
      and

     

    (4)           permit
      the Company to participate in any proceedings relating to such
      claim;

     

    provided,
      however, that the Company shall bear and pay directly all costs and
      expenses (including additional interest and penalties) incurred in connection
      with such contests and shall indemnify and hold the Tier 1 Employee harmless,
      on
      an after-tax basis, for any Excise Tax or income tax (including interest and
      penalties with respect thereto) imposed as a result of such representation
      and
      payment of costs and expenses.  Without limiting the foregoing
      provisions of this Schedule E, the Company shall control all proceedings
      taken in connection with such contests and, at its sole option, may pursue
      or
      forego any and all administrative appeals, proceedings, hearings and conferences
      with the taxing authority in respect of such claim and may, at its sole option,
      either direct the Tier 1 Employee to pay the tax claimed and sue for a refund
      or
      contest the claim in any permissible manner, and the Tier 1 Employee agrees
      to
      prosecute such contest to a determination before any administrative tribunal,
      in
      a court of initial jurisdiction and in one or more appellate courts, as the
      Company shall determine; provided, however, that if the Company
      directs the Tier 1 Employee to pay such claim and sue for a refund, to the
      extent permitted by law, the Company shall advance the amount of such payment
      to
      the Tier 1 Employee on an interest-free basis (which shall offset, to the extent
      thereof, the amount of Gross-Up Payment required to be paid) and shall indemnify
      and hold the Tier 1 Employee harmless, on an after-tax basis, from any Excise
      Tax or income tax (including interest or penalties with respect thereto) imposed
      with respect to such advance or with respect to any imputed income with respect
      to such advance; and providedfurther that any extension of the
      statute of limitations relating to payment of taxes for the Tier 1 Employee’s
      taxable year with respect to which such contested amount is claimed to be due
      is
      limited solely to such contested amount.  Furthermore, the Company’s
      control of the contest shall be limited to issues with respect to which a
      Gross-Up Payment would be payable hereunder and the Tier 1 Employee shall be
      entitled to settle or contest, as the case may be, any other issue raised by
      the
      Internal Revenue Service or any other taxing authority.

     

    D.           Refund.  If,
      after the receipt by the Employee of an amount advanced by the Company pursuant
      to this Schedule E, the Tier 1 Employee becomes entitled to receive any
      refund with respect to such claim, the Tier 1 Employee shall (subject to the
      Company complying with the requirements of this Schedule E) promptly pay
      to the Company the amount of such refund (together with any interest paid or
      credited thereon after taxes applicable thereto).  If, after the Tier
      1 Employee receives an amount advanced by the Company pursuant to this Schedule
      E, a determination is made that the Tier 1 Employee shall not be entitled to
      any
      refund with respect to such claim and the Company does not notify the Tier
      1
      Employee in writing of its intent to contest such denial of refund with respect
      to such claim and the Company does not notify the Tier 1 Employee in writing
      of
      its intent to contest such denial of refund prior to the expiration of 30 days
      after such determination, then such advance shall be forgiven and shall not
      be
      required to be repaid and the amount of such advance shall offset, to the extent
      thereof, the amount of Gross-Up Payment required to be paid.

     

    Schedule
      F

    Tax
      Gross-Up Payment for Tier 2 Employees

    


    A.           Gross-Up
      Payment.  If, during the term of the Plan, there is a Change in
      Control of the Company that causes any payment or distribution by the Company
      to
      or for the benefit of the Tier 2 Employee (whether paid or payable or
      distributed or distributable pursuant to the terms of this Plan or otherwise,
      but determined without regard to any additional payments required under this
      Schedule F) (a “Payment”) to be subject to the excise tax imposed
      by Section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”) (such excise tax, together with any interest or penalties
      incurred by the Tier 2 Employee with respect to such excise taxes, the
“Excise Tax”), then the Tier 2 Employee shall be entitled to receive an
      additional payment (a “Gross-Up Payment”) in an amount equal to the
      Excise Tax imposed upon such Payments and the Excise Tax imposed upon the
      Gross-Up Payment.

     

    B.           Determination
      of the Gross-Up Payment.  Subject to the provisions of Section C
      of this Schedule F, all determinations required to be made under this
Schedule F, including whether and when a Gross-Up Payment is required
      and
      the amount of such Gross-Up Payment and the assumptions to be utilized in
      arriving at such determination, shall be made by a certified public accounting
      firm designated by the Company and reasonably acceptable to the Tier 2 Employee
      (the “Accounting Firm”), which shall provide detailed supporting
      calculations both to the Company and the Tier 2 Employee within 15 business
      days
      of the receipt of notice from the Tier 2 Employee that there has been a Payment
      with respect to which the Tier 2 Employee in good faith believes a Gross-Up
      Payment may be due under this Schedule F, or such earlier time as is
      requested by the Company.  All fees and expenses of the Accounting
      Firm shall be borne solely by the Company.  Any Gross-Up Payment, as
      determined pursuant to this Schedule F, shall be paid by the Company to
      the Tier 2 Employee within five days of the later of (1) the due date for the
      payment of any Excise Tax and (2) the receipt of the Accounting Firm’s
      determination.  Any determination by the Accounting Firm shall be
      binding upon the Company and the Employee.  As a result of the
      uncertainty in the application of Section 4999 of the Code at the time of the
      initial determination by the Accounting Firm hereunder, it is possible that
      Gross-Up Payments which will not have been made by the Company should have
      been
      made (“Underpayment”), consistent with the calculations required to be
      made hereunder.  In the event that the Company exhausts its remedies
      pursuant to this Schedule F and the Tier 2 Employee thereafter is
      required to make a payment of any Excise Tax, the Accounting Firm shall
      determine the amount of the Underpayment that has occurred and any such
      Underpayment shall be promptly paid by the Company to the Tier 2 Employee or
      for
      the Tier 2 Employee’s benefit.  The previous sentence shall apply,
      with the necessary adjustments, to any overpayment of a Gross-Up
      Payment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    C.           Procedures.  The
      Tier 2 Employee shall notify the Company in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by the Company
      of
      the Gross-Up Payment.  Such notification shall be given as soon as
      practicable but no later than 10 business days after the Tier 2 Employee is
      informed in writing of such claim and shall apprise the Company of the nature
      of
      such claim and the date on which such claim is requested to be
      paid.  The Tier 2 Employee shall not pay such claim prior to the
      expiration of the 30-day period following the date on which it gives such notice
      to the Company (or such shorter period ending on the date that any payment
      of
      taxes with respect to such claim is due).  If the Company notifies the
      Tier 2 Employee in writing prior to the expiration of such period that it
      desires to contest such claim, the Tier 2 Employee shall:

     

    (1)           give
      the Company any information reasonably requested by the Company relating to
      such
      claim,

     

    (2)           take
      such action in connection with contesting such claim as the Company shall
      reasonably request in writing from time to time, including, without limitation,
      accepting legal representation with respect to such claim by an attorney
      reasonably selected by the Company,

     

    (3)           cooperate
      with the Company in good faith in order effectively to contest such claim,
      and

     

    (4)           permit
      the Company to participate in any proceedings relating to such
      claim;

     

    provided,
      however, that the Company shall bear and pay directly all costs and
      expenses (including additional interest and penalties) incurred in connection
      with such contests and shall indemnify and hold the Tier 2 Employee harmless,
      on
      an after-tax basis, for any Excise Tax or income tax (including interest and
      penalties with respect thereto) imposed as a result of such representation
      and
      payment of costs and expenses.  Without limiting the foregoing
      provisions of this Schedule F, the Company shall control all proceedings
      taken in connection with such contests and, at its sole option, may pursue
      or
      forego any and all administrative appeals, proceedings, hearings and conferences
      with the taxing authority in respect of such claim and may, at its sole option,
      either direct the Tier 2 Employee to pay the tax claimed and sue for a refund
      or
      contest the claim in any permissible manner, and the Tier 2 Employee agrees
      to
      prosecute such contest to a determination before any administrative tribunal,
      in
      a court of initial jurisdiction and in one or more appellate courts, as the
      Company shall determine; provided, however, that if the Company
      directs the Tier 2 Employee to pay such claim and sue for a refund, to the
      extent permitted by law, the Company shall advance the amount of such payment
      to
      the Tier 2 Employee on an interest-free basis (which shall offset, to the extent
      thereof, the amount of Gross-Up Payment required to be paid) and shall indemnify
      and hold the Tier 2 Employee harmless, on an after-tax basis, from any Excise
      Tax or income tax (including interest or penalties with respect thereto) imposed
      with respect to such advance or with respect to any imputed income with respect
      to such advance; and providedfurther that any extension of the
      statute of limitations relating to payment of taxes for the Tier 2 Employee’s
      taxable year with respect to which such contested amount is claimed to be due
      is
      limited solely to such contested amount.  Furthermore, the Company’s
      control of the contest shall be limited to issues with respect to which a
      Gross-Up Payment would be payable hereunder and the Tier 2 Employee shall be
      entitled to settle or contest, as the case may be, any other issue raised by
      the
      Internal Revenue Service or any other taxing authority.

     

    D.                      Refund.  If,
      after the receipt by the Employee of an amount advanced by the Company pursuant
      to this Schedule F, the Tier 2 Employee becomes entitled to receive any
      refund with respect to such claim, the Tier 2 Employee shall (subject to the
      Company complying with the requirements of this Schedule F) promptly pay
      to the Company the amount of such refund (together with any interest paid or
      credited thereon after taxes applicable thereto).  If, after the Tier
      2 Employee receives an amount advanced by the Company pursuant to this Schedule
      F, a determination is made that the Tier 2 Employee shall not be entitled to
      any
      refund with respect to such claim and the Company does not notify the Tier
      2
      Employee in writing of its intent to contest such denial of refund with respect
      to such claim and the Company does not notify the Tier 2 Employee in writing
      of
      its intent to contest such denial of refund prior to the expiration of 30 days
      after such determination, then such advance shall be forgiven and shall not
      be
      required to be repaid and the amount of such advance shall offset, to the extent
      thereof, the amount of Gross-Up Payment required to be paid

    


    Schedule
      G

    Parachute
      Limitation Applicable to Tier 3 Employees

    


    Notwithstanding
      any other provision
      of this Plan or of any other agreement, contract, or understanding heretofore
      or
      hereafter entered into by a Tier 3 Employee with the Company or any Affiliate,
      except an agreement, contract, or understanding hereafter entered into that
      expressly modifies or excludes application of this paragraph (an “Other
      Agreement”), and notwithstanding any formal or informal plan or other
      arrangement for the direct or indirect provision of compensation to the Tier
      3
      Employee (including groups or classes of Tier 3 Employee or beneficiaries of
      which the Tier 3 Employee is a member), whether or not such compensation is
      deferred, is in cash, or is in the form of a benefit to or for the Tier 3
      Employee (a “Benefit Arrangement”), if the Tier 3 Employee is a “disqualified
      individual,” as defined in Section 280G(c) of the Code, any benefit
      provided under this Plan shall not become exercisable or vested (i) to the
      extent that such right to exercise, vesting, payment, or benefit, taking into
      account all other rights, payments, or benefits to or for the Tier 2 Employee
      under this Plan, all Other Agreements, and all Benefit Arrangements, would
      cause
      any payment or benefit to the Tier 3 Employee under this Plan to be considered
      a
“parachute payment” within the meaning of Section 280G(b)(2) of the Code as
      then in effect (a “Parachute Payment”) and (ii) if, as a result of
      receiving a Parachute Payment, the aggregate after-tax amounts received by
      the
      Tier 3 Employee from the Company under this Plan, all Other Agreements, and
      all
      Benefit Arrangements would be less than the maximum after-tax amount that could
      be received by the Tier 3 Employee without causing any such payment or benefit
      to be considered a Parachute Payment.  In the event that the receipt
      of any such right to exercise, vesting, payment, or benefit under this Plan,
      in
      conjunction with all other rights, payments, or benefits to or for the Tier
      3
      Employee under any Other Agreement or any Benefit Arrangement would cause the
      Tier 3 Employee to be considered to have received a Parachute Payment under
      this
      Plan that would have the effect of decreasing the after-tax amount received
      by
      the Tier 3 Employee as described in clause (ii) of the preceding sentence,
      then the Tier 3 Employee shall have the right, in the Tier 3 Employee’s sole
      discretion, to designate those rights, payments, or benefits under this Plan,
      any Other Agreements, and any Benefit Arrangements that should be reduced or
      eliminated so as to avoid having the payment or benefit to the Tier 3 Employee
      under this Plan be deemed to be a Parachute Payment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      H

    Waiver
      and Release Agreement

     

    THIS
      WAIVER AND RELEASE AGREEMENT is entered into as of ___________, 200_ (the
“Effective Date”), by _____________ (the
“Employee”) in consideration of the severance payments
      provided
      to the Employee by Storm Cat Energy Corporation (“Company”)
      pursuant to the Storm Cat Energy Corporation Change in Control Severance Pay
      Plan (the “Severance Payment”).

     

    1.           Waiver
      and Release.  The Employee, on his or
      her own behalf and on behalf of his or her heirs, executors, administrators,
      attorneys and assigns, hereby unconditionally and irrevocably releases, waives
      and forever discharges the Company and each of its affiliates, parents,
      successors, predecessors, and the subsidiaries, directors, owners, members,
      shareholders, officers, agents, and employees of the Company and its affiliates,
      parents, successors, predecessors, and subsidiaries (collectively, all of the
      foregoing are referred to as the “Employer”), from any and all
      causes of action, claims and damages, including attorneys’ fees, whether known
      or unknown, foreseen or unforeseen, presently asserted or otherwise arising
      through the date of his or her signing of the Waiver and Release Agreement,
      concerning his or her employment or separation from employment.  This
      release includes, but is not limited to, any claim or entitlement to salary,
      bonuses, any other payments, benefits or damages arising under any federal
      law
      (including, but not limited to, Title VII of the Civil Rights Act of 1964,
      the
      Age Discrimination in Employment Act, the Employee Retirement Income Security
      Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the
      Family and Medical Leave Act, and the Worker Adjustment and Retraining
      Notification Act, each as amended); any claim arising under any state or local
      laws, ordinances or regulations (including, but not limited to, any state or
      local laws, ordinances or regulations requiring that advance notice be given
      of
      certain workforce reductions); and any claim arising under any common law
      principle or public policy, including, but not limited to, all suits in tort
      or
      contract, such as wrongful termination, defamation, emotional distress, invasion
      of privacy or loss of consortium.

    


    The
      Employee understands that by signing this Waiver and Release Agreement he or
      she
      is not waiving any claims or administrative charges which cannot be waived
      by
      law.  He or she is waiving, however, any right to monetary recovery or
      individual relief should any federal, state or local agency (including the
      Equal
      Employment Opportunity Commission) pursue any claim on his or her behalf arising
      out of or related to his or her employment with and/or separation from
      employment with the Company.

    


    The
      Employee further agrees without any reservation whatsoever, never to sue the
      Employer or become a party to a lawsuit on the basis of any and all claims
      of
      any type lawfully and validly released in this Waiver and Release
      Agreement.

    


    2.           Acknowledgments.  The
      Employee is signing this Waiver and Release Agreement knowingly and
      voluntarily.  He or she acknowledges that:

    


    
      	
               

            	
              (a)

            	
              He
                or she is hereby advised in writing to consult an attorney before
                signing
                this Waiver and Release Agreement;

            


    

    


    
      	
               

            	
              (b)

            	
              He
                or she has relied solely on his or her own judgment and/or that of
                his or
                her attorney regarding the consideration for and the terms of this
                Waiver
                and Release Agreement and is signing this Waiver and Release Agreement
                knowingly and voluntarily of his or her own free
                will;

            


    

    


    
      	
               

            	
              (c)

            	
              He
                or she is not entitled to the Severance Payment unless he or she
                agrees to
                and honors the terms of this Waiver and Release
                Agreement;

            


    

    


    
      	
               

            	
              (d)

            	
              He
                or she has been given at least [twenty-one (21)] [forty-five (45)]
                calendar days to consider this Waiver and Release Agreement,
                or
                he or she expressly waives his or her right to have at least
                [twenty-one (21)] [forty-five (45)] days to consider this
                Waiver and Release Agreement;

            


    

    


    
      	
               

            	
              (e)

            	
              He
                or she may revoke this Waiver and Release Agreement within seven
                (7)
                calendar days after signing it by submitting a written notice of
                revocation to the Employer.  He or she further understands that
                this Waiver and Release Agreement is not effective or enforceable
                until
                after the seven (7) day period of revocation has expired without
                revocation, and that if he or she revokes this Waiver and Release
                Agreement within the seven (7) day revocation period, he or she will
                not
                receive the Severance Payment;

            


    

    


    
      	
               

            	
              (f)

            	
              He
                or she has read and understands the Waiver and Release Agreement
                and
                further understands that it includes a general release of any and
                all
                known and unknown, foreseen or unforeseen claims presently asserted
                or
                otherwise arising through the date of his or her signing of this
                Waiver
                and Release Agreement that he or she may have against the Employer;
                and

            


    

    


    
      	
               

            	
              (g)

            	
              No
                statements made or conduct by the Employer has in any way coerced
                or
                unduly influenced him or her to execute this Waiver and Release
                Agreement.

            


    

    


    3.           No
      Admission of Liability.  This Waiver and
      Release Agreement does not constitute an admission of liability or wrongdoing
      on
      the part of the Employer, the Employer does not admit there has been any
      wrongdoing whatsoever against the Employee, and the Employer expressly denies
      that any wrongdoing has occurred.

    


    4.           Entire
      Agreement.  There are no other
      agreements of any nature between the Employer and the Employee with respect
      to
      the matters discussed in this Waiver and Release Agreement, except as expressly
      stated herein, and in signing this Waiver and Release Agreement, the Employee
      is
      not relying on any agreements or representations, except those expressly
      contained in this Waiver and Release Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           Execution.  It
      is not necessary that the Employer sign this Waiver and Release Agreement
      following the Employee’s full and complete execution of it for it to become
      fully effective and enforceable.

    


    6.           Severability.  If
      any provision of this Waiver and Release Agreement is found, held or deemed
      by a
      court of competent jurisdiction to be void, unlawful or unenforceable under
      any
      applicable statute or controlling law, the remainder of this Waiver and Release
      Agreement shall continue in full force and effect.

     

    7.           Governing
      Law.  This Waiver and Release Agreement
      shall be governed by the laws of the State of Colorado, excluding the choice
      of
      law rules thereof.

    


    8.           Headings.  Section
      and subsection headings contained in this Waiver and Release Agreement are
      inserted for the convenience of reference only.  Section and
      subsection headings shall not be deemed to be a part of this Waiver and Release
      Agreement for any purpose, and they shall not in any way define or affect the
      meaning, construction or scope of any of the provisions hereof.

    


    IN
      WITNESS WHEREOF, the undersigned has duly executed this Waiver and Release
      Agreement as of the day and year first herein above written.

     

    EMPLOYEE: