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USEG > SEC Filings for USEG > Form 8-K on 19-Apr-2013All Recent SEC Filings

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Change in Directors or Principal Officers

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2013, the Compensation Committee recommended to and the Board of Directors of U.S. Energy Corp. (the "Company") approved extending the term of the employment agreements with three of the Company's executive officers (Keith G. Larsen, Mark J. Larsen and Steven R. Youngbauer) to October 20, 2013. In addition, the Board approved the Compensation Committee's recommendation that the 2012 Bonus Award Matrix be applied to 2013. Annual compensation for 2013 remains unchanged from 2012, which executives will be paid in the following amounts for 2013 (pro-rated for the balance of the year): $257,300 to Keith G. Larsen; $249,308 to Mark J. Larsen; and $175,760 to Mr. Youngbauer. Annual base compensation thereafter may be changed annually upon recommendation of the Compensation Committee and approval by the full Board.

As provided for in the existing agreements, each of the executives will be entitled to earn an annual cash performance award of up to 100% of base compensation. Under the agreements, any cash performance award will be based upon the Company attaining financial and/or production goals with 20% allocated for each of the following categories: (i) 15% increase in stock price appreciation (using a 200 day moving average), (ii) earnings per share of greater than $0.05 per share, (iii) cash flow from operations of $21 million or more, (iv) increase of reserves by 30% or more and (v) 40% increase of production (BOE/day). All other Company employees are entitled to earn a performance award in amounts ranging from 10% to 100% of their annual base compensation, depending on their ranking by base compensation. In addition, the distribution of the total award percentage between executive and non-executive tiers of employees will be determined by the Compensation Committee. The Board of Directors may also pay awards to one or more individuals at the executive or non-executive level for extraordinary service beyond the goals identified in the employment agreements. Eligibility for all awards will be determined each year as soon as practicable after the Company files its 2013 Annual Report on Form 10-K. The executives' right to participation in the Company's other compensation arrangements are not affected by the employment agreements.

The foregoing summary is qualified by reference to the text of each agreement, which is attached as exhibits to this report.

Item 9.01

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