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USEG > SEC Filings for USEG > Form 8-K on 10-Sep-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 September 6, 2013, the Compensation Committee recommended to and the Board of Directors of U.S. Energy Corp. (the "Company") approved new Executive Severance and Non-Compete Agreements ("Executive Agreements") for four (4) of the Company's executive officers (Keith G. Larsen, Mark J. Larsen, Steven D. Richmond and Steven R. Youngbauer). The Executive Agreement for Mr. Richmond is a new agreement. The Executive Agreements for the other three officers combine and replace their existing Executive Employment Agreements scheduled to expire on October 20, 2013 and their existing Executive Severance and Non-Compete Agreements. Each of the Executive Agreements provides for severance and other benefits to be provided to the relevant executive in the event of the termination of the executive's employment in certain circumstances, including
(i) a specified multiple of the executive's base salary and current target bonus (two times for Keith G. Larsen and Mark J. Larsen and one time for Mr. Richmond and Mr. Youngbauer), and an option "cash-out", in the event the executive is terminated without "Cause" (as defined in the agreement), except following a "Change in Control" (as defined in the agreement) and (ii) in the event of a termination following a "Change in Control", unless the termination is for Cause or in certain other circumstances, an amount equal to three times the executive's base salary and current target bonus, an option cash-out, accelerated vesting of all other equity awards, and certain insurance and related benefits. The Executive Agreements also provide that the relevant executive will generally be restricted from competing with the Company for a period of three years following termination, and will be subject to a three-year non-solicitation period. All of the Executive Agreements contain identical terms, except as described above. Currently the Executive Officers are paid the following annual base compensation: $283,067 to Keith G. Larsen; $274,248 to Mark J. Larsen; $193,752 to Mr. Richmond and $193,336 to Mr. Youngbauer. Annual base compensation may be changed annually upon recommendation of the Compensation Committee and approval by the full Board.

The executive officer's right to participation in the Company's other compensation arrangements are not affected by the Executive Agreements.

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

Item 9.01

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