Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Director Compensation
As reported in the Original Report, each newly appointed member of the Board of
Directors (as disclosed in the Original Report) of
? An annual cash retainer payable to each member of the Board of Directors of$75,000 ($150,000 as to the Chairman of the Board of Directors); ? An annual cash payment payable to the Chairperson of (a) the Audit Committee of$20,000 ; (b) the Compensation Committee of$10,000 ; and (c) the Nominating Committee of$10,000 ; and ? Long-term equity grants of shares of common stock of the Company, issuable to each member of the Board of Directors and the Chairman of the Board of Directors. Such 2022 long-term equity grants were finalized by the Board of Directors, and granted to the recipients, onJanuary 17, 2022 , and include the award of 200,000 restricted common stock shares to Mr.John A. Weinzierl , the Chairman of the Board of Directors of the Company; and 40,000 restricted common stock shares to each other non-executive member of the Board of Directors (including each newly appointed director as disclosed in the Original Report). Such restricted common stock shares were issued under the Company's 2021 Equity Incentive Plan (the "Plan"), and vest to such persons at the rate of (a) 1/4th of such shares on the grant date, and (b) 1/4th of such shares on the last day of each six months thereafter for the following eighteen months, subject to each applicable recipients continued service to the Company, and subject to the terms of the Restricted Stock Award Agreements evidencing such awards.
(e) Executive Compensation
As previously disclosed in the Original Report, on
Also as previously disclosed in the Original Report, on
The description of the director and officer awards and Restricted Stock Award
Agreements above are not complete and is qualified in its entirety by the forms
of
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements of the Acquired Assets (as defined in the Original Report) will be filed no later than 71 calendar days after the date that the Original Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information
Pro forma financial information relative to acquisition of the Acquired Assets (as defined in the Original Report) will be filed no later than 71 calendar days after the date that Original Report on Form 8-K was required to be filed.
(d) Exhibits Exhibit No. Description 2.1+ Purchase and Sale Agreement between amongLubbock Energy Partners , LLC, as seller, andU.S. Energy Corp. , as purchaser, dated as ofOctober 4, 2021 (Filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onOctober 6, 2021 , and incorporated by reference herein) 2.2+ Purchase and Sale Agreement between amongBanner Oil & Gas, LLC ,Woodford Petroleum, LLC andLlano Energy LLC , as sellers, andU.S. Energy Corp. , as purchaser, dated as ofOctober 4, 2021 (Filed as Exhibit 2.2 to the Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onOctober 6, 2021 , and incorporated by reference herein) 2.3+ Purchase and Sale Agreement between amongSynergy Offshore, LLC , as seller, andU.S. Energy Corp. , as purchaser, dated as ofOctober 4, 2021 (Filed as Exhibit 2.3 to the Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onOctober 6, 2021 , and incorporated by reference herein) 2.4 First Amendment to Purchase and Sale Agreements between LubbockEnergy Partners, LLC ;Banner Oil & Gas, LLC , Woodford Petroleum, LLC andLlano Energy LLC ;Synergy Offshore, LLC , andU.S. Energy Corp. , dated as ofOctober 25, 2021 (Filed as Exhibit 2.4 to the Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onOctober 27, 2021 , and incorporated by reference herein) 3.1* Amended and Restated Bylaws ofU.S. Energy Corp. 10.1* Registration Rights Agreement datedJanuary 5, 2022 , by and betweenU.S. Energy Corp. ,Banner Oil & Gas, LLC , Woodford Petroleum, LLC ,Llano Energy LLC ,Lubbock Energy Partners LLC and Synergy Offshore LLC 10.2* Nominating and Voting Agreement datedJanuary 5, 2022 , by and betweenU.S. Energy Corp. ,Banner Oil & Gas, LLC , Woodford Petroleum, LLC ,Llano Energy LLC ,Lubbock Energy Partners LLC and Synergy Offshore LLC 10.3* Contribution Agreement datedJanuary 5, 2022 , by and betweenU.S. Energy Corp. ,Banner Oil & Gas, LLC , Woodford Petroleum, LLC ,Llano Energy LLC ,Lubbock Energy Partners LLC andSynergy Offshore LLC 10.4*+ Farmout Agreement datedJanuary 5, 2022 , by and betweenU.S. Energy Corp. andSynergy Offshore LLC 10.5*+ Transition Services Agreement datedJanuary 5, 2022 , by and betweenBanner Oil & Gas, LLC andU.S. Energy Corp. 10.6* Credit Agreement dated as ofJanuary 5, 2022 , amongU.S. Energy Corp. , as borrower,Firstbank Southwest , as Administrative Agent and the Lenders party thereto 10.7* Note datedJanuary 5, 2022 in connection withJanuary 5, 2022 , Credit Agreement 10.8* Unconditional Guaranty datedJanuary 5, 2022 , by and betweenFirstbank Southwest andEnergy One LLC ,New Horizon Resources LLC and BOG -OSAGE, LLC 10.9*+ Security Agreement datedJanuary 5, 2022 , by and betweenU.S. Energy Corp. ,Energy One LLC ,New Horizon Resources LLC and BOG -OSAGE, LLC andFirstbank Southwest 10.10* Intercreditor Agreement datedJanuary 5, 2022 , by and betweenNextera Energy Marketing, LLC , each Swap Counterparty thereto,U.S. Energy Corp. andFirstbank Southwest 10.11* ISDA 2002 Master Agreement betweenNextera Energy Marketing, LLC andU.S. Energy Corp. , and related Schedule and form of Guaranty. 10.12*** Form ofU.S. Energy Corp. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2021 Equity Incentive Plan)(officer and employee awards -January 2022 ) 10.13*** Form ofU.S. Energy Corp. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2021 Equity Incentive Plan)(non-executive director awards -January 2022 ) 99.1** Press Release datedJanuary 10, 2022 99.2**January 2022 Corporate Overview Presentation 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
* Filed as exhibits to the Original Report.
** Furnished as exhibits to the Original Report.
*** Filed herewith.
+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
supplementally to the
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