Amendment to U.S. Energy Corp. 1998 Stock Option Plan (Section 8(h) Nontransferability) as of May 25, 2001

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Summary

This amendment updates the U.S. Energy Corp. 1998 Stock Option Plan to clarify the rules on transferring stock options. It states that options cannot be transferred except by will, inheritance, or as a bona fide gift to certain family members or related entities, with no payment or value received in return. The transferred options must remain subject to the same terms as before. The amendment aims to comply with SEC regulations.

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EX-4.5 4 ex4-5may2001_10k.txt AMND. USE 1998 ISOP EXHIBIT 4.5 AMENDMENT TO U.S. ENERGY CORP. 1998 STOCK OPTION PLAN AS OF MAY 25, 2001 The first paragraph of existing section 8(h) of the Plan is deleted and replaced with the following provisions: (h) NONTRANSFERABILITY. Except by will or the laws of descent and distribution, and except for transfers to a Permitted Transferee, no Option, and no right or interest in any Incentive Stock Option, shall be assignable or transferable. Transfers to a Permitted Transferee shall be authorized only if (i) the transfer is a bona fide gift and not payment of anything to any person, directly or indirectly; (ii) the Optionee receives nothing of value, directly or indirectly, for the gift; and (iii) the transferred Options continue to be subject to the identical terms and conditions as the Options prior to such transfer. A Permitted Transferee means (and shall be limited to) an Optionee's Family Members: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- or sister-in-law (including adoptive relationships); anyone sharing the Optionee's household (but not as a tenant or employee), or a trust or other entity in which the Optionee and Family Members hold more than 50% of its beneficial or voting interest. It is intended that the preceding comply with General Instruction A(1)(a)(5) to Form S-8 adopted by the Securities and Exchange Commission. 53