U.S. ENERGY CORP. (NASDAQ:USEG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On May 23, 2017, U.S. Energy Corp. (U.S. Energy or the Company)
announced the appointment of Ryan Smith as the Companys Chief
Financial Officer (CFO), effective as of May 18, 2017. Prior to
the appointment, Mr. Smith had been consulting for the Company
since January 2017. Mr. Smith previously served as Emerald Oil
Inc.s Chief Financial Officer from September 2014 to January 2017
and Vice President of Capital Markets and Strategy from July 2013
to September 2014. Prior to joining Emerald, Mr. Smith was a Vice
President in Canaccord Genuitys Investment Banking Group focused
solely on the energy sector. Mr. Smith joined Canaccord Genuity
in 2008 and was responsible for the execution of public and
private financing engagements along with mergers and acquisitions
advisory services. Prior to joining Canaccord Genuity, Mr. Smith
was an Analyst in the Wells Fargo Energy Group, working solely
with upstream and midstream oil and gas companies. None of the
entities at which Mr. Smith was previously employed is a parent,
subsidiary or other affiliate of the Company.

Mr. Smith holds a Bachelor of Business Administration degree in
Finance from Texas AM University.

Simultaneously with the commencement of employment of Mr. Smith
on May 18, 2017, the duties of principal financial officer of the
Company were reassigned from David A Veltri, the Companys Chief
Executive Officer, who had been acting as the Companys principal
financial officer, to Mr. Smith.

In connection with Mr. Smiths appointment, on May 18, 2017 (the
Effective Date), the Company entered into an employment agreement
with Mr. Smith (the Employment Agreement), with a term commencing
on the Effective Date and continuing until January 1, 2019. After
January 1, 2019, Mr. Smith shall continue to be employed by the
Company on an at-will basis. Under the Employment Agreement, Mr.
Smith will receive an annual base salary of $240,000 and will be
eligible to receive annual cash bonuses between 0.5 and 2.5 times
annual salary and annual equity bonus grants between 1.0 and 3.0
times annual salary. The amount of any cash bonus payment and
equity bonus grant will be subject to certain predetermined
performance criteria established by the Compensation Committee. A
minimum threshold level of performance must be achieved or no
cash or equity bonus will be paid. Mr. Smith will also
participate in the Companys other benefits commensurate with the
executive level.

In the event that Mr. Smiths employment is terminated by the
Company due to death or disability, Mr. Smith, or his estate or
beneficiaries, shall be entitled to (i) any accrued obligation
(as defined in the Employment Agreement); (ii) any unpaid annual
bonus for any completed fiscal year that has ended prior to
termination with such amount to be determined by actual
performance during the completed fiscal year; (iii) any annual
bonus that would have been payable based on actual performance,
pro-rated for the period Mr. Smith worked prior to death or
disability; and (iv) immediate vesting of any and all equity
awards granted to Mr. Smith during his employment with the
Company.

In the event that the Company terminates Mr. Smiths employment
without cause (as that term is defined in the Employment
Agreement), Mr. Smith shall be entitled to receive (i) any
accrued obligation (as defined in the Employment Agreement); (ii)
any unpaid annual bonus for any completed fiscal year that has
ended prior to termination with such amount to be determined by
actual performance during the completed fiscal year; (iii) a
payment equal to his annual base salary; (iv) a payment equal to
twelve (12) times a percentage of the monthly COBRA premium cost
applicable to Mr. Smith; and (v) immediate vesting of any and all
equity awards granted to Mr. Smith during his employment.

In the event that Mr. Smith terminates his employment for good
reason (as defined in the Employment Agreement), Mr. Smith shall
be entitled to receive (i) any accrued obligation (as defined in
the Employment Agreement); (ii) any unpaid annual bonus for any
completed fiscal year that has ended prior to termination with
such amount to be determined by actual performance during the
completed fiscal year; and (iii) a payment equal to twelve (12)
times a percentage of the monthly COBRA premium costs applicable
to Mr. Smith.

In the event that the Company terminates the Employment Agreement
without cause, or Mr. Smith terminates the Employment Agreement
for good reason in connection with a change of control (as
defined in the Employment Agreement), then, Mr. Smith shall be
entitled to receive (i) any accrued obligation (as defined in the
Employment Agreement); (ii) any unpaid annual bonus for any
completed fiscal year that has ended prior to termination with
such amount to be determined by actual performance during the
completed fiscal year (i) a payment equal to his annual base
salary; (ii) a payment equal to twelve (12) times a percentage of
the monthly COBRA premium costs applicable to Mr. Smith; (iii)
immediate vesting of any and all equity awards granted to Mr.
Smith during his employment; and (iv) a payment equal to one (1)
times the total of Mr. Smiths annual salary plus an amount equal
to the total value of the annual bonus paid during the preceding
fiscal year.

In addition, the Employment Agreement has customary
non-competition, non-solicitation and confidentiality provisions.

This summary description is qualified in its entirety by
reference to the Employment Agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

About U.S. ENERGY CORP. (NASDAQ:USEG)

U.S. Energy Corp. (U.S. Energy) is an independent energy company focused on the acquisition and development of oil and gas producing properties in the continental United States. The Company’s business activities are focused on South Texas and the Williston Basin in North Dakota. The Company operates through Oil and Gas segment. The Company participates in oil and gas projects primarily as a non-operating working interest owner through exploration and development agreements with various oil and gas exploration and production companies. The Company is also pursuing acquisitions of exploration, development and production-stage oil and gas properties or companies. The Company holds a geographically and geologically diverse portfolio of oil-weighted prospects in varying-stages of exploration and development. The Company engages in the prospect stages either for its own account or with prospective partners to enlarge its oil and gas lease ownership base.

U.S. ENERGY CORP. (NASDAQ:USEG) Recent Trading Information

U.S. ENERGY CORP. (NASDAQ:USEG) closed its last trading session up +0.124 at 0.935 with 24,503 shares trading hands.