UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 26, 2015 (March 21, 2015)

U.S. ENERGY CORP.
(Exact Name of Company as Specified in its Charter)

Wyoming
0-6814
83-0205516
(State or other jurisdiction of
(Commission File No.)
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
877 North 8th West
Riverton, WY
 
82501
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Registrant's telephone number, including area code: (307) 856-9271


Not Applicable
Former Name, Former Address or Former Fiscal Year,
If Changed From Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐
 Written communications pursuant to Rule 425 under the Securities Act
☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


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

On March 21, 2015, the Compensation Committee of the Board of Directors ("Board") of U.S. Energy Corp. (the "Company") recommended, and the Board approved, the 2015 Bonus Award Matrix Criteria (the "Bonus Criteria") pursuant the Performance Compensation Plan adopted December 6, 2013 (the "Plan").  Under the Plan and the Bonus Criteria, each of the Company's executive officers will have the opportunity to earn an annual cash performance award of 100% of base compensation.  Any such performance award will be based upon the Company attaining positive earnings before interest, taxes, depreciation and amortization ("EBITDA").  Eligibility for all awards will be determined each year as soon as practicable after the Company files its Annual Report on Form 10-K for the period ending December 31, 2015.

The foregoing summary is qualified by reference to the text of the Plan and the Bonus Criteria. The Bonus Criteria is attached as an exhibit to this report.

Item 9.01

Financial Statements and Exhibits

Exhibit 10.1 U.S. Energy Corp. 2015 Bonus Award Matrix Criteria.

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
U.S. ENERGY CORP.
 
 
 
 
 
 
 
 
 
Dated: March 26, 2015
By:
/s/ Keith. Larsen
 
 
Keith G. Larsen, CEO




EXHIBIT 10.1
 
U.S. Energy Corp.
Performance Compensation Plan
2015 Performance Period Matrix

Plan Objectives

The objectives of the Performance Compensation Plan (the "Plan") are to:

·
incentivize top level managers and senior management of U.S. Energy Corp ("US Energy" or the "Company");
·
to improve shareholder value by accomplishing aggressive, yet realistic, financial and production objectives;
·
encourage employees to contribute to the ultimate goal of improving shareholder value by making participating employees eligible for an annual performance bonus under the Plan; and
·
heavily weighting the compensation of senior management towards performance based incentives.

Performance Period

The Performance Period shall be from January 1, 2015 to December 31, 2015.

Award Determination

The Compensation Committee and the Board shall have the authority, in their discretion, to determine whether any bonuses have been earned under the Plan for a particular Performance Period.  In addition to the Financial and Operation Factors defined below, the Compensation Committee and the Board shall have the authority, in their discretion; to impose an activation trigger (the "Bonus Trigger") conditioning any awards under the Plan on the satisfaction of designated performance criteria.  In the event the Bonus Trigger has not been satisfied, the Compensation Committee and the Board shall have the authority, in their discretion, to reduce or forgo any bonuses under the Plan.

2015 Award Levels

The Threshold, Target, and Maximum bonus awards (as a percentage of base salary) for the 2015 Performance Period are provided below under "2015 Bonus Award Matrix Criteria".

2015 Performance Metric

The performance metric utilized for 2015 will be Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA").  The Compensation Committee will establish a target level for the performance metric, the achievement of which will result in earned incentives equal to 100% of the participant's target award amount.  Additionally, the Compensation Committee, in its discretion, may determine to reduce an award under the
 
 
Plan even though certain objectives have been met.  See below 2015 Bonus Award Matrix Criteria.

Payment of Awards

Payment of all bonuses under the Plan is to be made after the Form 10-K for the year ended December 31, 2015 is filed, but before March 15, 2016.

2015 Bonus Award Matrix Criteria

Metric
  
% Allocated
  
Criteria
         
EBITDA
  
100%
  
100% for positive EBITDA for the year, per the audited consolidated financial statements
         
         
         

US Energy (NASDAQ:USEG)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more US Energy Charts.
US Energy (NASDAQ:USEG)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more US Energy Charts.