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 U.S. Energy Corp. ("we", "us", "U.S. Energy" or the "Company") and each non-executive member of the Board of Directors will receive director compensation in accordance with the Company's director compensation policies and practices, as they may be amended from time to time, which effective as of January 1, 2022 (as approved by the Board of Directors on January 5, 2022), include:





  ? 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, on January 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 January 5, 2022, and effective on January 1, 2022, the Board of Directors (with the recommendation of the Compensation Committee, and with Mr. Smith abstaining from the vote thereon) increased the base annual salary of Mr. Ryan L. Smith, the Chief Executive Officer of the Company, from $240,000 per year, to $300,000 per year. Mr. Smith is was also expected to receive an equity award in connection with the increase in his salary. On January 17, 2022, the Board of Directors granted Mr. Smith, in consideration for services rendered and agreed to be rendered to the Company, 400,000 restricted common stock shares. Such restricted common stock shares were issued under the Plan, and vest to Mr. Smith at the rate of (a) 1/4th of such shares on the grant date; and (b) 1/4th of such shares on each of the three anniversaries of the grant date, subject to his continued service to the Company, and subject to the terms of the Restricted Stock Award Agreement evidencing such award.

Also as previously disclosed in the Original Report, on January 5, 2022, and effective on January 1, 2022, the Board of Directors (with the recommendation of the Compensation Committee) set the compensation of Mr. Kessel, the newly appointed Chief Operating Officer of the Company, at $240,000 per year. Mr. Kessel was also expected to receive an equity award in connection with his appointment as Chief Operating Officer. On January 17, 2022, the Board of Directors granted Mr. Kessel, in consideration for services rendered and agreed to be rendered to the Company, 128,000 restricted common stock shares. Such restricted common stock shares were issued under the Plan, and vest to Mr. Kessel at the rate of (a) 1/4th of such shares on the grant date; and (b) 1/4th of such shares on each of the three anniversaries of the grant date, subject to his continued service to the Company, and subject to the terms of the Restricted Stock Award Agreement evidencing such award.

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 U.S. Energy Corp. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2021 Equity Incentive Plan)(officer and employee awards - January 2022) and Form of U.S. Energy Corp. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2021 Equity Incentive Plan)(non-executive director awards - January 2022), attached as Exhibits 10.12 and 10.13, hereto, which are incorporated by reference into this Item 5.02 in their entirety.

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 among Lubbock Energy Partners,
              LLC, as seller, and U.S. Energy Corp., as purchaser, dated as of
              October 4, 2021 (Filed as Exhibit 2.1 to the Current Report on Form
              8-K filed by the Company with the Securities and Exchange Commission
              on October 6, 2021, and incorporated by reference herein)
   2.2+         Purchase and Sale Agreement between among Banner Oil & Gas, LLC,
              Woodford Petroleum, LLC and Llano Energy LLC, as sellers, and U.S.
              Energy Corp., as purchaser, dated as of October 4, 2021 (Filed as
              Exhibit 2.2 to the Current Report on Form 8-K filed by the Company
              with the Securities and Exchange Commission on October 6, 2021, and
              incorporated by reference herein)
   2.3+         Purchase and Sale Agreement between among Synergy Offshore, LLC,
              as seller, and U.S. Energy Corp., as purchaser, dated as of October
              4, 2021 (Filed as Exhibit 2.3 to the Current Report on Form 8-K
              filed by the Company with the Securities and Exchange Commission on
              October 6, 2021, and incorporated by reference herein)
    2.4         First Amendment to Purchase and Sale Agreements between Lubbock
              Energy Partners, LLC; Banner Oil & Gas, LLC, Woodford Petroleum, LLC
              and Llano Energy LLC; Synergy Offshore, LLC, and U.S. Energy Corp.,
              dated as of October 25, 2021(Filed as Exhibit 2.4 to the Current
              Report on Form 8-K filed by the Company with the Securities and
              Exchange Commission on October 27, 2021, and incorporated by
              reference herein)
   3.1*         Amended and Restated Bylaws of U.S. Energy Corp.
   10.1*        Registration Rights Agreement dated January 5, 2022, by and
              between U.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 dated January 5, 2022, by and
              between U.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 dated January 5, 2022, by and between U.S.
              Energy Corp., Banner Oil & Gas, LLC, Woodford Petroleum, LLC, Llano
              Energy LLC, Lubbock Energy Partners LLC and Synergy Offshore LLC
  10.4*+        Farmout Agreement dated January 5, 2022, by and between U.S.
              Energy Corp. and Synergy Offshore LLC
  10.5*+        Transition Services Agreement dated January 5, 2022, by and
              between Banner Oil & Gas, LLC and U.S. Energy Corp.
   10.6*        Credit Agreement dated as of January 5, 2022, among U.S. Energy
              Corp., as borrower, Firstbank Southwest, as Administrative Agent and
              the Lenders party thereto
   10.7*        Note dated January 5, 2022 in connection with January 5, 2022,
              Credit Agreement
   10.8*        Unconditional Guaranty dated January 5, 2022, by and between
              Firstbank Southwest and Energy One LLC, New Horizon Resources LLC
              and BOG - OSAGE, LLC
  10.9*+        Security Agreement dated January 5, 2022, by and between U.S.
              Energy Corp., Energy One LLC, New Horizon Resources LLC and BOG -
              OSAGE, LLC and Firstbank Southwest
  10.10*        Intercreditor Agreement dated January 5, 2022, by and between
              Nextera Energy Marketing, LLC, each Swap Counterparty thereto, U.S.
              Energy Corp. and Firstbank Southwest
  10.11*        ISDA 2002 Master Agreement between Nextera Energy Marketing, LLC
              and U.S. Energy Corp., and related Schedule and form of Guaranty.
 10.12***       Form of U.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 of U.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 dated January 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 Securities and Exchange Commission upon request; provided, however that U.S. Energy Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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